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


                               FORM 10-QSB


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


               For the quarterly period ended September 30, 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 November 14, 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
                                FORM 10-QSB

                                   INDEX
                                                               Page Number
PART I:  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Balance Sheets
         September 30, 2001 and December 31, 2000                   3

         Consolidated Statements of Operations and
         Comprehensive Income (Loss)
         Three Months Ended September 30, 2001 and 2000             5

         Consolidated Statements of Operations and
         Comprehensive Income (Loss)
         Nine Months Ended September 30, 2001 and 2000              6

         Consolidated Statements of Cash Flows
         Nine Months Ended September 30, 2001 and 2000              7

         Notes to Consolidated Financial Statements                 8

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations             13

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings                                         19

Item 2.  Changes in Securities                                     19

Item 3.  Defaults Upon Senior Securities                           19

Item 4.  Submission of Matters to a Vote of Security Holders       19

Item 5.  Other Information                                         19

Item 6.  Exhibits and Reports on Form 8-K                          19

SIGNATURES                                                         20















                                       2


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

ASSETS
                                             SEPTEMBER 30,     DECEMBER 31,
                                                 2001              2000
                                             -------------     ------------
                                              (UNAUDITED)
Current assets:
  Cash and cash equivalents                  $  172,824        $  480,126
  Marketable securities                          73,160            97,394
  Accounts receivable                            59,596            42,435
  Inventory                                     614,588           563,140
  Prepaid expenses and other                     88,655            66,385
                                             ----------        ----------
     Total current assets                     1,008,823         1,249,480

Leasehold improvements and equipment, net     1,006,300         1,055,688
Due from affiliated stores                      176,389           138,661
Note receivable - related party                  20,000            20,000
Other assets                                     18,691            33,582
Net assets of discontinued segment               54,173           295,154
                                             ----------        ----------
     Total assets                            $2,284,376        $2,792,565
                                             ==========        ==========






























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

                                       3


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

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                             SEPTEMBER 30,     DECEMBER 31,
                                                 2001              2000
                                             -------------     ------------
                                              (UNAUDITED)

Current liabilities:

  Current portion of long-term debt          $   53,549        $   49,891
  Current portion of obligations under
    capital leases                               16,584            15,931
  Accounts payable and accrued expenses       1,062,533         1,284,699
                                            -----------       -----------
     Total current liabilities                1,132,666         1,350,521

Notes and interest payable to shareholder     5,022,553         4,700,561
Due to affiliated stores                      1,459,050         1,689,529
Long-term debt, net of current portion          452,795           493,428
Obligations under capital leases, net
  of current portion                              5,456            23,153
Deferred income                                 203,929           178,919
Deferred income tax liability                    94,009              -
                                            -----------       -----------
     Total liabilities                        8,370,458         8,436,111
                                            -----------       -----------
Minority interest                               366,963         5,000,000
                                            -----------       -----------

Shareholders' equity (deficit):
  Series A Convertible Preferred Stock,
   no par value, 5,000,000 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         41,381            65,615
  Additional paid-in capital                  5,012,378              -
  Accumulated deficit                       (17,882,804)      (17,085,161)
                                            -----------       -----------
     Total shareholders' equity (deficit)    (6,453,045)      (10,643,546)
                                            -----------       -----------
Total liabilities and shareholders'
  equity (deficit)                          $ 2,284,376       $ 2,792,565
                                            ===========       ===========





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

                                       4


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                 (UNAUDITED)

                                                 2001              2000
                                             -------------     ------------
Revenues:
   Retail operations                         $  728,445        $  659,692
   Callaway Golf Center[TM]                     592,156           596,194
   Other                                          3,242             8,710
                                             ----------        ----------
     Total revenues                           1,323,843         1,264,596

Cost of revenues:
   Retail operations                            504,983           504,418
   Callaway Golf Center[TM]                      84,704            92,084
                                             ----------        ----------
     Total cost of revenues                     589,687           596,502
                                             ----------        ----------
        Gross profit                            734,156           668,094

Operating expenses:
   Selling, general and administrative          775,584           730,152
   Depreciation and amortization                 24,878            27,791
                                             ----------        ----------
     Total operating expenses                   800,462           757,943
                                             ----------        ----------
Operating loss                                  (66,306)          (89,849)

Interest expense, net                          (147,468)          (83,313)
                                             ----------        ----------
Loss from continuing operations before
  income taxes                                 (213,774)         (173,162)

Minority interest                                  (860)                -
                                             ----------        ----------
Net loss from continuing operations            (214,634)         (173,162)

DISCONTINUED OPERATIONS:
  Loss from disposal of discontinued segment       (608)             -
  Loss from discontinued operations of
    SportPark business                             -             (725,616)
                                             ----------        ----------
Loss from discontinued operations                  (608)         (725,616)
                                             ----------        ----------
     Net loss                                  (215,242)         (898,778)
                                             ----------        ----------
Other comprehensive loss:
  Unrealized holding losses on securities       (13,718)             -
                                             ----------        ----------
     Comprehensive loss                      $ (228,960)       $ (898,778)
                                             ==========        ==========
NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations          $    (0.03)       $    (0.02)
    Loss from discontinued operations             (0.00)            (0.09)
                                             ----------        ----------
      Net loss per share                     $    (0.03)       $    (0.11)
                                             ==========        ==========

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

                                       5


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                 (UNAUDITED)

                                                 2001              2000
                                             -------------     ------------
Revenues:
   Retail operations                         $2,244,270       $ 2,114,684
   Callaway Golf Center[TM]                   1,875,596         1,832,786
   Other                                          3,242            28,075
                                             ----------       -----------
     Total revenues                           4,123,108         3,975,545

Cost of Revenues:
   Retail operations                          1,607,324         1,551,542
   Callaway Golf Center[TM]                     254,895           289,454
                                             ----------       -----------
     Total cost of revenues                   1,862,219         1,840,996
                                             ----------       -----------
          Gross profit                        2,260,889         2,134,549

Operating expenses:
   Selling, general and administrative        2,263,937         2,216,532
   Depreciation and amortization                 76,834            92,372
                                             ----------       -----------
     Total Operating Expenses                 2,340,771         2,308,904
                                             ----------       -----------
Operating loss                                  (79,882)         (174,355)

Interest expense, net                          (450,519)         (249,932)
                                             ----------       -----------
Loss from continuing operations before
 income taxes                                  (530,401)         (424,287)
Minority interest                                (6,610)          175,095
                                             ----------       -----------
Net loss from continuing operations            (537,011)         (249,192)

DISCONTINUED OPERATIONS:
  Loss from disposal of discontinued segment   (260,632)             -
  Loss from discontinued operations of
   SportPark business                              -           (2,210,723)
                                             ----------       -----------
Loss from discontinued operations              (260,632)       (2,210,723)
                                             ----------       -----------
     Net loss                                  (797,643)       (2,459,915)

Other comprehensive loss:
  Unrealized holding losses on securities       (24,234)             -
                                             ----------       -----------
     Comprehensive loss                      $ (821,877)      $(2,459,915)
                                             ==========       ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations          $    (0.07)      $     (0.03)
    Loss from discontinued operations             (0.03)            (0.27)
                                             ----------       -----------
       Net loss per share                    $    (0.10)      $     (0.30)
                                             ==========       ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                                       6

             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)
                                                 2001              2000
                                             -------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   $ (797,643)       $(2,459,915)
   Adjustment to reconcile net loss to
    net cash provided by operating
    activities of continuing operations:
     Loss from discontinued operations          260,632          2,210,723
     Common stock of subsidiary issued
      for services                                 -               131,322
     Minority interest                            6,610           (175,095)
     Depreciation and amortization               76,834             92,371
     Gain on sale of equipment                     -                (1,741)
    Changes in operating assets and liabilities:
     Increase in accounts receivable            (17,161)           (15,452)
     Increase in inventories                    (51,448)          (128,313)
     (Increase) decrease in prepaid expenses
      and other                                  (7,379)             7,999
     Increase in accounts payable and accrued
      expenses                                  249,574            506,187
     Increase in interest payable to
      shareholder and affiliated store          402,633            206,153
     Increase (decrease) in deferred income      25,010            (16,913)
                                             ----------        -----------
     Net cash provided by operating
      activities of continuing operations       147,662            357,326
                                             ----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                  -                32,500
  Leasehold improvements expenditures           (27,446)           (39,542)
                                             ----------        -----------
     Net cash used in investing activities
       of continuing operations                 (27,446)            (7,042)
                                             ----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in due to affiliated stores and
    other related entities                     (367,092)          (167,067)
  Cash paid to redeem preferred stock
   of subsidiary                                 (5,000)              -
  Principal payments on notes payable
   and capital leases                           (54,019)           (60,113)
                                             ----------        -----------
     Net cash used in financing activities
      of continuing operations                 (426,111)          (227,180)
                                             ----------        -----------
NET CASH USED IN DISCONTINUED OPERATIONS         (1,407)          (118,883)

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                   (307,302)             4,221

CASH AND CASH EQUIVALENTS, beginning of
 period                                         480,126            200,501
                                             ----------        -----------
CASH AND CASH EQUIVALENTS, end of period     $  172,824        $   204,722
                                             ==========        ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid for interest                      $   45,724        $    59,685
                                             ==========        ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
 Common stock of subsidiary issued in
  exchange for consulting services           $     -           $   175,095
                                             ==========        ===========
 Capital lease obligations transferred in
  connection with sale of equipment          $     -           $    72,081
                                             ==========        ===========
 Land lease obligation exchanged for
  minority interest in subsidiary            $  471,740        $      -
                                             ==========        ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                                       7


          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"), and
LVDG Rainbow, Inc. ("Rainbow")(collectively, the "Company").  As of September
30, 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 September 30,
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.

     Certain reclassifications have been made to amounts in the 2000
statements of operations and of cash flows to conform to the 2001
presentation.

     These consolidated financial statements should be read in conjunction
with the audited financial statements included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000, from which information
presented as of December 31, 2000 is derived.

     The Company's continuing operations consist of one Company-owned retail
store in Las Vegas, Nevada and, through AASP, the Callaway Golf Center ("CGC")
located on 42 acres of land on the south end of the Las Vegas "Strip".  AASP's
subsidiary, All-American Golf Center, Inc. ("AAGC") operates the Callaway Golf
Center. 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 three
tenants:  the Saint Andrews Golf Shop, 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 SportPark
opened for business on October 9, 1998 and operated on 23 acres adjacent to
the Callaway Golf Center. The SportPark included NASCAR SpeedPark, Major
League Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion which

                                       8


housed the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall, an
8,000 square foot arcade, Indoor putting challenge, Boston Garden restaurant
and bar, Skybox suites and several other interactive experiences and retail
shops.

     As of December 31, 2000, management of AASP formalized a plan to dispose
of the SportPark facility because (1) historically, the property had sustained
substantial losses, and (2) it was not expected that future results would
improve without substantial capital investment; AASP did 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 continued
to operate on a limited basis for group parties and special events through May
31, 2001.

     On June 1, 2001, AASP completed a transaction pursuant to a Restructuring
and Settlement Agreement with Urban Land of Nevada, Inc. (the "Landlord") to
terminate the lease relating to the SportPark, and to transfer all of the
leasehold improvements and personal property located on the premises to the
Landlord.

     As part of the agreement, the Landlord agreed to waive all liabilities of
AASP to the Landlord with respect to the SportPark, and with the exception of
a limited amount of unsecured trade payables, the Landlord agreed to assume
responsibility of all other continuing and contingent liabilities related to
the SportPark.  The Landlord also agreed to cancel all of AASP's back rent
obligations for the Callaway Golf Center for periods through April 30, 2001.
The Callaway Golf Center remains an operating business of AASP.

     In addition, all common stock of SPEN owned by the Company's President,
AASP's President and a related entity that had been pledged to and held by the
Landlord pursuant to the original SportPark financing (see Note 3) has been
returned unencumbered.

     As part of the transaction, AASP issued the Landlord a 35 percent
ownership interest in AAGC.  In connection with the issuance of the 35 percent
interest in AAGC to the Landlord, AASP, AAGC and the Landlord entered into a
Stockholders Agreement that provides certain restrictions and rights on the
AAGC shares issued to the Landlord.  The Landlord is permitted to designate a
non-voting observer of meetings of AAGC's board of directors.  In the event of
an uncured default of the lease for the CGC, so long as the Landlord holds a
25% interest in AAGC, the Landlord will have the right to select one director
of AAGC.  As to matters other than the election of Directors, the Landlord has
agreed to vote its shares of AAGC as designated by AASP.

     In regard to the Restructuring and Settlement Agreement, AASP recorded
$360,353 as Minority Interest in the accompanying consolidated balance sheet
for 2001 representing the Landlord's 35% interest in AAGC as of June 1, 2001.
The difference between the amount recorded as Minority Interest and the amount
of back rent cancelled by the Landlord of $471,740, has been recorded as
Additional Paid-in Capital, net of deferred taxes of $94,009, in the
accompanying consolidated balance sheet.  Also, because of this transaction,
the AAGC no longer qualifies to be included as part of AASP's consolidated
reporting entity for income tax purposes.  As a result, beginning June 2001,
the AAGC will be subject to income taxes on a stand-alone basis.




                                       9



     As a result of the formal plan of disposal of the SportPark described
above, since December 31, 2000, the Company has accounted for AASP's SportPark
business segment as "Discontinued Operations" in the accompanying consolidated
financial statements for all periods presented.

     AASP recorded a loss from disposal of the SportPark of $260,632 in 2001.
As of December 31, 2000, AASP had estimated there would be no gain or loss on
the disposition of the SportPark property.  The difference has arisen mainly
because net income of the SportPark business since December 31, 2000 was less
than what was estimated as of December 31, 2000.

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

                                            September 30,    December 31,
                                               2001             2000
                                            -------------    ------------
Current assets                              $    62,528      $   171,182
Property and equipment, net                        -          14,879,510
Other assets                                     19,107          378,446
                                            -----------      -----------
                                                 81,635       15,429,138
                                            -----------      -----------
Notes payable (See Note 3)                         -          13,080,776
Capital lease obligations                          -             290,773
Accounts payable and accrued liabilities         27,462        1,455,283
Deferred income                                    -             307,152
                                            -----------      -----------
                                                 27,462       15,133,984
                                            -----------      -----------
Net assets of discontinued segment          $    54,173      $   295,154
                                            ===========      ===========

     Revenues related to discontinued operations for the nine-month periods
ended September 30, 2001 and 2000 totaled $346,033 and $2,811,181,
respectively. Revenues related to discontinued operations for the three month
periods ended September 30, 2001 and 2000 totaled $-0- and $867,318,
respectively.

3.   DISCONTINUED SPORTPARK SEGMENT 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 was 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
was not security for this loan. To facilitate this financing transaction, the
owner of the leasehold interest in the land underlying the Sportpark
("Landlord") executed a trust deed granting a security interest in the leased
property to the Lender to secure repayment of the loan. As consideration for
the Landlord's willingness to provide collateral for the loan, 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.

                                       10

     Also, the Company's President pledged three parcels of land owned by him
(the "President'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 President upon the SportPark achieving certain debt
service coverage milestones.

     AASP had been in default on this loan beginning September 1999 because it
did not make the September 1999 loan payment and had not made any of its
scheduled loan payments since.  The Bank filed a formal notice of default on
December 22, 1999. 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
President's parcels.  In October 2000, the Company's President sold the
property within which the President'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
existed on any of these three obligations. These three obligations were
cancelled in connection with the Restructuring and Settlement Agreement
described in Note 2 above.  Also, see Note 7.

4.   LOSS PER SHARE AND SHAREHOLDER'S EQUITY

     Basic and diluted loss per share is computed by dividing the 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 were 8,135,097 for the
three and nine month periods ended September 30, 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.





                                       11



5.   RELATED PARTY TRANSACTIONS

     The Company owned retail store has extensive transactions with a retail
store owned by the Company's President (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 $109,484 and $80,879 for the nine months
ended September 30, 2001 and 2000, respectively.  Purchases of merchandise
from the Paradise Store are recorded at cost and totaled $298,937 and $321,394
for the nine months ended September 30, 2001 and 2000, respectively.

     As of September 30, 2001 and December 31, 2000, the Company owned store
owed the Paradise store $1,021,952 and $1,265,306, respectively, of which
$341,310 and $280,541, respectively, is accrued interest payable.  This
liability has arisen over the past few years as a result of inventory advances
from the Paradise store to the Rainbow store.  Payments made in 2001 to reduce
this obligation were $110,000 in March, $60,000 in April, and $150,000 in
June.  This obligation is shown in the accompanying consolidated balance
sheets under the caption "Due to affiliated stores."

     The Company's president, through personal loans and through advances from
his Paradise store, has historically loaned funds to AASP as needed.  Loans
from the Company's president, including accrued interest payable, were
$5,369,218 and $5,027,354 at September 30, 2001 and December 31, 2000,
respectively.  These notes were due at various dates in 2001.  These notes
have all been extended with due dates beginning in the third quarter of 2002
and ending in the fourth quarter of 2002.  The increase relates to accrued
interest payable on the balances outstanding.  Accrued interest payable of
$811,076 at September 30, 2001, has been deferred, a practice that is expected
to continue until the maturity dates of the notes, if necessary.

6.   LEASES

     The land underlying the CGC is leased to AASP at an amount of $33,173 per
month. Also, the lease has provisions for contingent rent to be paid by AASP
upon reaching certain gross revenue levels.  The lease commenced October 1,
1997.  The term of the lease is 15 years with two five-year renewal options.
The lease has a corporate guarantee of AASP.

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 and nine-month
periods ended September 30, 2001, the Company incurred net losses of $215,242
and $797,643, respectively. The Company has experienced cash flow problems
since September of 1999 when payments ceased being made on the SportPark loan
(see Note 2).  For the year ended December 31, 2000, the Company had a net
loss of $11,256,535 and a net loss from continuing operations of $225,127.  As
of September 30, 2001, the Company had a working capital deficit of $123,843.
Excluding AASP's working capital deficit of $486,655, SPEN has positive
working capital of $362,812.


                                       12



     As a result of AASP's Restructuring and Settlement Agreement discussed in
Note 2, AASP is no longer funding cash shortfalls at the SportPark, AASP has
been released from all significant continuing and contingent liabilities
related to the SportPark, and all back rent through April 30, 2001 for the CGC
has been cancelled.  AASP recommenced paying its monthly rent on the CGC
beginning May 2001.

     Management believes that its continuing operations will be sufficient to
fund operating cash needs and debt service requirements over at least the next
12 months.  However, 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 that
continuing operations will produce adequate cash flows or that 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.

ITEM 2.  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 related footnotes included in
this report.

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

RESULTS OF CONTINUING OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2001 AS
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000

     REVENUES.  Revenues increased 4.7% to $1,323,843 in 2001 compared to
$1,264,596 in 2000.  Revenue for the retail store increased 10.4% to $728,445
in 2001 compared to $659,692 in 2000.  The increase in retail operations is
due mainly to (a) an 8.7% increase in customers purchasing merchandise in 2001
versus 2000 due to increased advertising and less competition, and (b) an
approximate 1.0% increase in the dollar amount of the average customer
purchase in 2001 compared to 2000.  Revenues of the Callaway Golf Center
("CGC") decreased nominally by 0.7% to $592,156 in 2001 compared to $596,194
in 2000.  Typically, third quarter revenues for CGC are steady from year to
year.  This continued to hold true in 2001 despite the tragedy of September 11
because a large majority of the CGC business is local customers.

     COST OF REVENUES.  Cost of revenues decreased 1.1% to $589,687 in 2001
compared to $596,502 in 2000.  Cost of revenues as a percentage of revenues
was 44.5% and 47.2% for 2001 and 2000, respectively.  Retail operations cost
of revenues was 69.3% in 2001 compared to 76.5% in 2000.  The decrease in 2001

                                       13



is due to a combination of higher customer counts and maintenance of normal
price points for merchandise sales which results in normal gross margins
closer to the 28-32% range.  When customer counts are down, price points tend
to fluctuate downward to encourage customer visitation.  Cost of revenues
decreased 8.0% at the CGC due mainly to lower direct payroll costs in 2001
because of improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses increased 6.2% to $775,584 in 2001 compared to
$730,152 in 2000.  The increase is due mainly to a combination of the
following: (1) corporate overhead decreased 16.9%, or about $28,000, due to
lower legal and professional fees because the Company was able to resolve many
outstanding legal issues in 2000, (2) SG&A for the Callaway Golf Center
increased 11.0%, or about $47,000, because of increased payroll and utility
costs, and (3) SG&A for the Rainbow retail store increased 19.3%, or about
$27,000, due to higher payroll and advertising costs.

     INTEREST EXPENSE, NET.  Net interest expense increased to $147,468 in
2001 compared to $83,313 in 2000 due primarily to interest costs on new debt
to the Company's President that was incurred by AASP in the fourth quarter of
2000 in the amount of $3,033,473.  This new debt was incurred when the
Company's President paid down the SportPark loan in the amount of $2.75
million and incurred other costs associated therewith totaling $283,473.

     MINORITY INTEREST.  Minority interest represents the Landlord's 35% share
of Callaway Golf Center net income for the third quarter of 2001.  There was
no minority interest in 2000.

     NET LOSS FROM CONTINUING OPERATIONS.  Net loss from continuing operations
for 2001 was $214,634 compared to $173,162 for 2000. The increased net loss
for 2001 is due mainly to increased interest expense in 2001 as described
above.

RESULTS OF CONTINUING OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2001 AS
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000

     REVENUES.  Revenues increased 3.7% to $4,123,108 in 2001 compared to
$3,975,545 in 2000.  Revenue for the retail store increased 6.1% to $2,244,270
in 2001 compared to $2,114,684 in 2000.  The increase in retail operations is
due mainly to (a) an 8.2% increase in customers purchasing merchandise in 2001
versus 2000 due to increased advertising and less competition, and (b) a 2.2%
decrease in the dollar amount of the average customer purchase in 2001
compared to 2000. Revenues of the Callaway Golf Center ("CGC") increased 2.3%
to $1,875,596 in 2001 compared to $1,832,786 in 2000.  The increase is due
mainly to increased revenue from tenants because of more leased space in 2001
compared to 2000.

     COST OF REVENUES.  Cost of revenues increased 1.2% to $1,862,219 in 2001
compared to $1,840,996 in 2000.  Cost of revenues as a percentage of revenues
was 45.2% in 2001 compared to 46.3% in 2000.  Retail operations cost of
revenues was 71.6% in 2001 and 73.4% in 2000.  The decrease in 2001 is due to
a combination of higher customer counts and maintenance of normal price points
for merchandise sales which results in normal gross margins closer to the
28-32% range.  When customer counts are down, price points tend to fluctuate

                                       14



downward to encourage customer visitation.  Cost of revenues decreased 11.9%
at the CGC due mainly to lower direct payroll costs in 2001 because of
improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses increased 2.1% to $2,263,937 in 2001 compared
to $2,216,532 in 2000.  The increase is a combination of the following: (1)
corporate overhead decreased 26.1%, or about $141,000, due to lower legal and
professional fees because the Company was able to resolve many outstanding
legal issues in 2000, (2) SG&A for the Callaway Golf Center increased 7.8%, or
about $97,000, because of increased payroll, marketing, and utility costs, and
(3) SG&A for the Rainbow retail store increased 21.1%, or about $91,000, due
to higher payroll and advertising costs.

     DEPRECIATION AND AMORTIZATION.  These costs decreased 16.8% to $76,834 in
2001 compared to $92,372 in 2000 due to a lower overall depreciable base of
fixed assets in 2001 which has remained relatively constant since the second
quarter of 2000.

     INTEREST EXPENSE, NET.  Net interest expense increased to $450,519 in
2001 compared to $249,932 in 2000 due primarily to interest costs on new debt
to the Company's President that was incurred in the fourth quarter of 2000 in
the amount of $3,033,473.  This new debt was incurred when the Company's
President paid down the SportPark loan in the amount of $2.75 million and
incurred other costs associated therewith totaling $283,473.

     MINORITY INTEREST.  Minority interest in 2001 represents the Landlord's
35% share of Callaway Golf Center net income since June 1, 2001.  Minority
interest in 2000 represents AASP's minority shareholders' share of AASP's net
loss.  The amount of such minority interest in the loss was limited to the
extent of the previously recorded minority interest credit on the Company's
balance sheet.

     NET LOSS FROM CONTINUING OPERATIONS.  Net loss from continuing operations
for 2001 was $537,401 compared to $249,192 for 2000. The increased net loss
for 2001 is due mainly to increased interest expense in 2001 as described
above.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2001, the Company had a working capital deficit of
$123,843. This deficit was created primarily because of the lengthy financial
problems of the discontinued SportPark business segment.  Excluding about
$260,000 of accrued expenses relating to deferred payroll costs attributed to
the AASP's president and the Company's President who both deferred half of
their salaries from September 1999 through May 2001, the Company has positive
working capital of about $136,000.  AASP's President and the Company's
President have agreed to defer receiving payment on this deferred payroll
until such time as AASP and the Company have sufficient resources to pay it.
Beginning in June 2001, AASP's President and the Company's President began
receiving their full salaries again.

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

                                       15


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

     AASP defaulted on the loan in September 1999; this default continued
until October and November 2000, the Bank forced the Company's President to
sell the President's parcels which resulted in the Company's President paying
$2.75 million to the Bank to pay down the outstanding loan balance, and the
Landlord bought the Bank Note and all rights pertaining thereto from the Bank
for $7 million.  In connection with these transactions, the corporate
guarantees of AASP and SPEN were released.  During the period of default with
the Bank, management of AASP made several attempts to resolve the SportPark's
loan default by investigating several financing alternatives, making
significant operational changes resulting in major cost reductions, revising
marketing programs, and exploring several sale/joint venture options.
Effective January 2, 2001, the SportPark closed to the general public although
it continued to operate on a limited basis for group parties and special
events through May 31, 2001.

     On June 1, 2001, AASP completed a transaction pursuant to a Restructuring
and Settlement Agreement with Urban Land of Nevada, Inc. (the "Landlord") to
terminate the lease relating to the SportPark, and to transfer all of the
leasehold improvements and personal property located on the premises to the
Landlord.

     As part of the agreement, the Landlord agreed to waive all liabilities of
AASP to the Landlord with respect to the SportPark, and with the exception of
a limited amount of unsecured trade payables, the Landlord agreed to assume
responsibility of all other continuing and contingent liabilities related to
the SportPark.  The Landlord agreed to cancel all of AASP's back rent
obligations for the Callaway Golf Center for periods through April 30, 2001.

     In addition, all common stock of SPEN owned by the Company's President,
AASP's President and a related entity that had been pledged to the Landlord
pursuant to the original SportPark financing has been returned unencumbered.

     As part of the transaction, AASP issued the Landlord a 35 percent
ownership interest in AAGC.  In connection with the issuance of the 35 percent
interest in AAGC to the Landlord, AASP, AAGC and the Landlord entered into a
Stockholders Agreement that provides certain restrictions and rights on the
AAGC shares issued to the Landlord.  The Landlord is permitted to designate a
non-voting observer of meetings of AAGC's board of directors.  In the event of
an uncured default of the lease for the CGC, so long as the Landlord holds a
25% interest in AAGC, the Landlord will have the right to select one director
of AAGC.  As to matters other than the election of Directors, the Landlord has
agreed to vote its shares of AAGC as designated by AASP.

     As a result of this Restructuring and Settlement Agreement, AASP is no
longer funding cash shortfalls at the SportPark, AASP has been released from
all significant continuing and contingent liability related to the Sportpark,
and all back rent through April 30, 2001 for the CGC has been cancelled.  AASP
recommenced paying its monthly rent for the CGC beginning May 2001.


                                       16


     Management believes that its continuing operations will be sufficient to
fund operating cash needs and debt service requirements over at least the next
twelve months.

     The Company is aggressively pursuing several other opportunities.  AASP
is in various stages of adding new revenue producing elements to its CGC
property that do not require significant capital investment by AASP.  Also,
AASP is pursuing financing sources with the CGC as collateral to improve the
CGC operations and infuse working capital into AASP.  Management of AASP is in
discussions with several established companies in its industry that have the
necessary capital and human resources that could facilitate the AASP's
expansion plans; several possible business structures will be evaluated.  An
important element of the Company's plan will be to increase the Company's
exposure in the financial community.  There can be no assurance that AASP will
be successful in its efforts to raise capital for AASP nor can there be any
assurance that AASP will be successful in its efforts to structure a
relationship with an established company in its industry to facilitate AASP's
expansion plans.

     On December 31, 1998 AASP purchased substantially all the assets and
assumed certain liabilities of the Callaway Golf Center  for $1,000,000
payable in quarterly installments of $25,000 for a 10 year period with no
interest.  The Golf Center has generated positive cash flow in 2001 and 2000.
If required to fund corporate operations, management believes that additional
borrowings against the CGC could be arranged although there can be no
assurance that AASP would be successful in securing such financing, or at
terms acceptable to AASP.

     The Company's President through personal loans and through advances from
his personally owned retail store (one of the "Affiliated Stores") has
historically loaned funds to the Company as needed.  Loans, including accrued
interest payable, from the Company's President and his personally owned retail
store were $6,391,170 and $6,292,660 at September 30, 2001 and December 31,
2000, respectively.  The increase relates to accrued interest payable on the
balances outstanding offset by $320,000 that was repaid in March, April, and
June 2001. Accrued interest payable of $1,152,386 at September 30, 2001 has
been deferred, a practice which is expected to continue through 2002, if
necessary

     There are currently no commitments for material capital expenditures.

     The Company in the normal course of its business receives sponsorship
fees and various advance payments of different kinds, which are recorded as
deferred income until earned.  Such amounts are typically earned over the term
of the contract with the applicable sponsor.  Deferred income was $203,929 at
September 30, 2001 compared to $178,919 at December 31, 2000.  It is
anticipated, but cannot be guaranteed, that sponsorship fees and advances will
be a source of cash flow in 2002.

     Operating Activities.  Net cash provided by operating activities was
$147,662 for the nine months ended September 30, 2001 compared to $357,326 for
the nine months ended September 30, 2000.  The primary reason for the change
relates to (1) a smaller increase in 2001 by about $256,000 in accounts
payable and accrued expenses, (2) a larger increase in 2001 in interest
payable to shareholder and affiliated store of about $196,000, and (3) a
larger net loss from continuing operations in 2001 by about $229,000.


                                       17



     Investing Activities.  Net cash used in investing activities was $27,446
in 2001 compared to $7,042 in 2000. The difference relates to $32,500 in
proceeds from sale of equipment in 2000.

     Financing Activities.  Net cash used in financing activities was $426,111
for the nine months ended September 30, 2001 compared to $227,180 for the nine
months ended September 30, 2000.  The primary reason for the difference is
approximately $320,000 in payments were made to reduce obligations to the
Paradise Store in 2001 versus advances from the Paradise store of about
$100,000 in 2000.

     The Company's current and expected sources of working capital are its
cash balances that were $172,824 at September 30, 2001 and its continuing
positive operating cash flow of its CGC property as well as the Rainbow store.
Working capital needs have been helped by deferring payments on interest and
notes payable balances due to the Company's President and Affiliated Store.
Deferrals of payments to the Company's President and Affiliated Store are
expected to continue until the Company has sufficient cash flow to begin
making payments.

      The Company has raised considerable capital in the past 5 years for
development projects.  The Callaway Golf Center is generating positive cash
flow and its prospects are expected to become even more positive having
completed its fourth full year of operation.  The Rainbow Store is now
generating positive operating cash flow that is expected to continue.  The
Company believes that any working capital deficiency that may occur could be
funded from a combination of existing cash balances and, if necessary,
additional borrowings from lenders or other sources. Management believes that
additional borrowings against the CGC could be arranged to fund corporate
operations.  However, there can be no assurance that any borrowings would be
available or at terms acceptable to the Company. Expansion programs in other
locations are not expected to take place until the Company achieves an
appropriate level of profitability and positive cash flow. If and when
expansion does occur, such expansion is expected to be funded primarily by
third parties.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
Quarterly 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 and financing
sources.  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 made 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, 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.




                                       18



                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.  None.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.  None.












































                                       19




                                  SIGNATURES

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

                                SPORTS ENTERTAINMENT ENTERPRISES, INC.



Date:  November 14, 2001        By:/s/ Voss Boreta
                                   Voss Boreta, President and
                                   Chief Executive Officer


Date:  November 14, 2001        By:/s/ Kirk Hartle
                                   Kirk Hartle, Chief Financial Officer




























                                      20