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 March 31, 2002




                      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 10, 2002, 8,479,597 shares of common stock were outstanding.

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


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                                FORM 10-QSB
                                   INDEX
                                                               Page Number
PART I:  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Balance Sheets
         March 31, 2002 and December 31, 2001 .....................  3

         Consolidated Statements of Operations
         Three Months Ended March 31, 2002 and 2001 ...............  5

         Consolidated Statements of Cash Flows
         Three Months Ended March 31, 2002 and 2001 ...............  6

         Notes to Consolidated Financial Statements ...............  7

Item 2.  Management's Discussion and Analysis or
         Plan of Operation ........................................ 11

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings ........................................ 14

Item 2.  Changes in Securities .................................... 14

Item 3.  Defaults Upon Senior Securities .......................... 14

Item 4.  Submission of Matters to a Vote of Security Holders ...... 14

Item 5.  Other Information ........................................ 14

Item 6.  Exhibits and Reports on Form 8-K ......................... 14

SIGNATURES ........................................................ 15






















                                       2


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

ASSETS

                                                 MARCH 31,      DECEMBER 31,
                                                   2002            2001
                                                -----------     -----------
                                                (UNAUDITED)
Current assets:
  Cash and cash equivalents                     $   104,979     $   192,326
  Marketable securities                                -             79,010
  Accounts receivable                               130,400         126,771
  Inventory                                         653,570         554,265
  Prepaid expenses and other                         58,538          82,263
                                                -----------     -----------
     Total current assets                           947,487       1,034,635

Leasehold improvements and equipment, net           957,061         981,870
Due from affiliated stores                          165,626         182,766
Note receivable - related party                      20,000          20,000
Other assets                                         21,529          21,729
                                                -----------     -----------
     Total assets                               $ 2,111,703     $ 2,241,000
                                                ===========     ===========































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

                                       3


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

                                                 MARCH 31,      DECEMBER 31,
                                                   2002            2001
                                                -----------     -----------
                                                (UNAUDITED)

Current liabilities:
  Current portion of long-term debt             $    68,262     $    54,827
  Current portion of obligations under
    capital leases                                   10,678          16,358
  Accounts payable and accrued expenses           1,339,395       1,380,607
                                                -----------     -----------
     Total current liabilities                    1,418,335       1,451,792

Note payable to shareholder                       5,159,948       5,129,879
Due to affiliated stores                          1,447,004       1,391,936
Long-term debt, net of current portion              436,940         438,600
Deferred income                                     153,929         178,929
                                                -----------     -----------
     Total liabilities                            8,616,156       8,591,136
                                                -----------     -----------

Minority interest                                   368,781         373,724
                                                -----------     -----------

Shareholders' equity deficiency:
  Series A Convertible Preferred stock, no
   par value, 5,000,000 shares authorized;
   no shares issued and outstanding                    -               -
  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               -             47,234
  Additional paid-in capital                      5,093,387       5,093,387
  Accumulated deficit                           (18,342,621)    (18,240,481)
                                                -----------     -----------
     Total shareholders' equity deficiency       (6,873,234)     (6,723,860)
                                                -----------     -----------

Total liabilities and shareholders'
  equity deficiency                             $ 2,111,703     $ 2,241,000
                                                ===========     ===========







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

                                       4


              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)

                                                   2002            2001
                                               -----------     -----------
Revenues:
  Retail operations                            $   636,507     $   643,650
  Callaway Golf Center[TM]                         587,942         620,464
  Other                                                880            -
                                               -----------     -----------
     Total revenues                              1,225,329       1,264,114
                                               -----------     -----------

Cost of Revenues:
  Retail operations                                422,409         478,761
  Callaway Golf Center[TM]                          70,653          78,694
                                               -----------     -----------
     Total cost of revenues                        493,062         557,455
                                               -----------     -----------
     Gross profit                                  732,267         706,659
                                               -----------     -----------
Operating expenses:
  Selling, general and administrative              712,551         744,275
  Depreciation and amortization                     24,811          26,670
                                               -----------     -----------
     Total operating expenses                      737,362         770,945
                                               -----------     -----------
Operating loss                                      (5,095)        (64,286)

Other income (expense):
  Gain on sale of securities                        44,530            -
  Interest expense, net                           (146,518)       (154,392)
                                               -----------     -----------
                                                  (101,988)       (154,392)
                                               -----------     -----------

Loss from continuing operations before
  minority interest                               (107,083)       (218,678)
Minority interest in loss of subsidiary              4,943            -
                                               -----------     -----------
Loss from continuing operations                   (102,140)       (218,678)

DISCONTINUED OPERATIONS:
  Gain from disposal of discontinued segment          -             56,239
                                               -----------     -----------
Net loss                                          (102,140)       (162,439)
Other comprehensive income:
  Unrealized holding losses on securities             -            (26,465)
                                               -----------     -----------
Comprehensive loss                             $  (102,140)    $  (188,904)
                                               ===========     ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations            $     (0.01)    $     (0.03)
    Income from discontinued operations               -               0.01
                                               -----------     -----------
     Net loss per share                        $     (0.01)    $     (0.02)
                                               ===========     ===========


The accompanying notes are an integral part of these consolidated financial
statements.
                                    5

              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)

                                                   2002            2001
                                               -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                     $  (102,140)    $  (162,439)
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities of continuing operations:
     Income from discontinued operations              -            (56,239)
     Minority interest                              (4,943)           -
     Depreciation and amortization                  24,809          26,670
     Gain on sale of securities                    (44,530)           -
    Changes in operating assets and liabilities:
     Increase in accounts receivable                (3,629)        (15,535)
     Increase in inventories                       (99,305)        (74,267)
     Decrease in prepaid expenses and other         23,925          17,818
     Increase (decrease) in accounts payable
      and accrued expenses                         (29,437)        221,211
     Increase in interest payable to shareholder
      and affiliated store                         122,588         137,730
     Increase (decrease) in deferred income        (25,000)         75,010
                                               -----------     -----------

     Net cash provided by (used in) operating
      activities of continuing operations         (137,662)        169,959
                                               -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                 -               (957)
  Proceeds from sale of securities                  76,306            -
                                               -----------     -----------
     Net cash provided by (used in) investing
      activities of continuing operations           76,306            (957)
                                               -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated
   stores and other related entities                55,995        (195,214)
  Principal payments on notes payable to
   shareholder                                     (76,306)           -
  Cash paid to redeem preferred stock                 -             (5,000)
  Principal payments on notes payable and
   capital leases                                   (5,680)         (5,682)
                                               -----------     -----------
     Net cash used in financing activities
      of continuing operations                     (25,991)       (205,896)
                                               -----------     -----------
NET CASH USED IN DISCONTINUED OPERATIONS              -            (91,997)
                                               -----------     -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS          (87,347)       (128,891)
CASH AND CASH EQUIVALENTS, beginning of period     192,326         480,126
                                               -----------     -----------
CASH AND CASH EQUIVALENTS, end of period       $   104,979     $   351,235
                                               ===========     ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                    $    13,626     $    16,822
                                               ===========     ===========

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

                                    6





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

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
LVDGT Rainbow, Inc. ("Rainbow")(collectively, the "Company").  AASP is a
Nevada corporation that has a subsidiary named All-American Golf Center, Inc.
("AAGC").  For year 2001 amounts, the financial statements also include the
accounts of AASP's discontinued SportPark subsidiary, Sportpark Las Vegas,
Inc. ("SPLV") that was dissolved as of February 14, 2002.  AASP's continuing
operations of the Callaway Golf Center ("CGC") are included in AAGC.

     As of March 31, 2002, SPEN owns approximately 63.5% of the outstanding
common stock and 100% of the outstanding convertible preferred stock that,
combined, represents approximately 66% 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,
2002, 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, 2001 from which the audited balance sheet as of that date is derived.

     The Company's operations for the periods presented in the accompanying
consolidated financial statements 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 Callaway Golf fitting center
and three tenants: the Saint Andrews Golf Shop retail store, Giant Golf
teaching academy, and the Bistro 10 restaurant and bar.

2.   RESTRUCTURING AND SETTLEMENT AGREEMENT

     In connection with the disposal of the SportPark, 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 land lease
for the SportPark, and to transfer all of the SportPark's leasehold
improvements and personal property located on the premises to the Landlord.

                                      7



     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.

     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.

3.   EARNINGS PER SHARE AND SHAREHOLDER'S EQUITY (DEFICIENCY)

     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 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, 2002 and 2001, respectively.

4.   RELATED PARTY TRANSACTIONS

     The Company has transactions and relationships with (a) AASP and
subsidiaries ("Related Entities"), (b) SPEN's Chairman and his wholly owned
golf retail store in Las Vegas, Nevada (the "Paradise Store") and, (c) two
golf retail stores, both named Saint Andrews Golf Shop ("SAGS"), owned by the
Company's President and his brother.  One of the SAGS stores is the retail
tenant in the Callaway Golf Center.  The Paradise Store and SAGS are referred
to herein as the "Affiliated Stores." The types of activities that are shared
by these entities are advertising, payroll and employee benefits, warehouse
rent, equipment leases, and miscellaneous office expenses. Costs are allocated
to each entity based on relative benefits received.

     The Affiliated Stores purchased merchandise at the same cost as the
Company.  Sales of merchandise made by the Paradise Store to the Company
totaled $93,993   and $129,950 for the quarters ended March 31, 2002 and 2001,
respectively.  The Paradise Store purchased $21,986 and $61,961, respectively,
in merchandise from the Company.  The Paradise Store and the Company owned
store share advertising costs equally.  The Company-owned store's share of
these advertising costs was $31,769 and $50,305 in 2002 and 2001,
respectfully.

     AASP has issued notes payable to the Company's Chairman (the "Chairman's
Notes") that bear interest at ten percent per annum with balances of
$5,159,948 and $5,129,879, respectively, at March 31, 2002 and December 31,
2001. Included in the foregoing balances is accrued interest payable of
$943,079 and $836,704, respectively.


                                       8



     AASP has issued notes payable to the Paradise Store (the "Paradise
Notes") that bear interest at ten percent per annum with balances of $359,914
and $353,289, respectively, at March 31, 2002 and December 31, 2001.  Included
in the foregoing balances is accrued interest payable of $94,947 and $88,322,
respectively.  These balances due are included under the caption "Due to
Affiliated Stores" in the accompanying consolidated balance sheets.

     The Chairman's Notes and the Paradise Notes (collectively, the "Notes")
were all past due as of December 31, 2001.  In April 2002, AASP and the
Chairman ("Lender") signed an agreement that provides for the extension of the
maturity dates of the Notes to various dates through the year 2008; the assets
of AASP secure the Notes.  In February 2002, AASP repaid $76,306 in principal
on the Notes.  See Note 7 regarding SPEN's spin-off of AASP in May 2002.

     The Company owned Rainbow retail store has loans payable to the Lender
("Rainbow Loans") that bear interest at ten percent per annum on the unpaid
principal balance and are secured by inventory, furniture, fixtures and
equipment of the Rainbow Store.  The balances due on the Rainbow Loans are
$1,010,493 and $966,237, respectively, at March 31, 2002 and December 31,
2001.  Included in these balances is accrued interest payable of $374,013 and
$357,800, respectively.  These balances due are included under the caption
"Due to Affiliated Stores" in the accompanying consolidated balance sheets.
The Rainbow Store did not make any payments on these loans in the first
quarter of 2002.  See Note 7 regarding SPEN's proposed sale of the Rainbow
Store.

     Interest payments on the Notes and the Rainbow Loans have been deferred
since inception.  The Chairman has agreed to continue deferring payment of the
accrued interest until such time as the Company and AASP have adequate capital
resources to service these obligations.

5.   LEASES

     The land underlying the Callaway Golf Center is leased to AAGC at a base
minimum rent of $33,173 per month.  The lease commenced October 1, 1997 with a
term of 15 years with two five-year renewal options.  The lease provides for a
ten percent increase in the minimum rent at the end of the fifth year of the
term and every five years thereafter.  Also, the lease has a provision for
contingent rent to be paid by AAGC upon reaching certain levels of gross
revenues.  The lease has a corporate guarantee of AASP.

6.  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, 2002, the Company had a net loss of $102,140.  For the year ended
December 31, 2001, the Company had a net loss from continuing operations of
$782,304.  As of March 31, 2002, the Company had a working capital deficit of
$470,848 and a shareholders' equity deficiency of $6,873,234.

     As discussed in Note 7, in May 2002, the Company completed a spin-off of
AASP.  Also, the Company plans to sell its remaining operating business, the
Rainbow retail store, to the Company's President in exchange for a reduction
in debt owed to the President through the Rainbow Store.  The effects of these
two transactions is expected to result in the Company having minimal assets,
liabilities, and operating activity.

                                      9


     Management of the Company intends to seek out and pursue a business
combination transaction with an existing private 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 a business combination.  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.

     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.

7.   SUBSEQUENT EVENTS

     In April 2002, SPEN converted its 250,000 shares of Preferred Stock
ownership in AASP to Common Stock.  This was done to facilitate the spin-off
of AASP from SPEN that was completed on May 8, 2002.  The Board of Directors
of SPEN approved both the conversion of the Preferred Stock to Common Stock
and the spin-off of AASP.  As a result of this spin-off, AASP is no longer
owned by SPEN.  Also, the Company will be requesting shareholder approval
sometime in June or July 2002 for the sale of the Company's remaining
operating business, the Rainbow retail store, to the Company's President in
exchange for a reduction of debt owed to the President through the Rainbow
store.  The completion of these two transactions is expected to result in the
disposition of substantially all of the Company's assets, liabilities, and
operating activity.  The provisions of Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets, will be applied to the sale of the Rainbow Store.




























                                      10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following information should be read in conjunction with the
Company's consolidated financial statements and related footnotes included in
this report.

     As of March 31, 2002, the Company's operations consist of a single golf
and tennis retail store 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; AASP 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.  In May 2001, AASP
issued a 35% interest in the Callaway Golf Center to the property's landlord
in exchange for forgiveness of back rent due the landlord.  In May 2002, the
Company completed the spin-off of AASP that results in the Company no longer
having any ownership in AASP.

RESULTS OF CONTINUING OPERATIONS

     THREE MONTHS ENDED MARCH 31, 2002 AS COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2001

     REVENUES.  Revenues decreased 3.1% to $1,225,329 in 2002 compared to
$1,264,114 in 2001.  Revenue from retail operations decreased 1.1% to $636,507
in 2002 compared to $643,650 in 2001.  Although customer traffic for the
retail store increased 12.9% in 2002 compared to 2001, the average customer
purchase was down 14.6%.  Revenues of the Callaway Golf Center ("CGC")
decreased 5.2% to $587,942 in 2002 compared to $620,464 in 2001.  This
decrease is due mainly to an approximate 4% decrease in golf course rounds
played in 2002 compared to 2001.  The decrease in rounds played is attributed
to less favorable weather conditions in January and March 2002 compared to the
same months in 2001.

     COST OF REVENUES.  Cost of revenues decreased 11.6% to $493,062 in 2002
compared to $557,455 in 2001.  Cost of revenues as a percentage of Revenues
was 40.2% in 2002 compared to 44.1% in 2001.  This decrease is due mainly to
lower direct payroll costs in 2002 because of the revenue decrease described
above.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs.  These expenses decreased 4.3% to $712,551 in 2002 compared
to  $744,275 in 2001 due to the following:  (1) Corporate overhead decreased
6.1% or about $8,000 due mainly to decreases in various office and
administrative cost categories, (2) SG&A for the Rainbow retail store
increased 3.9% or about $7,400 due to increased rent pursuant to the lease
terms and various miscellaneous administrative expenses and, (3) SG&A for the
Callaway Golf Center decreased 7.4% or about  $31,000 due to lower property
taxes and utility costs.

     LOSS FROM CONTINUING OPERATIONS.  Loss from continuing operations was
$102,140 in 2002 compared to $218,678 in 2001.  The lower loss in 2002 is the
result of lower SG&A and direct Costs of Revenue.  Also contributing to the
lower loss in 2002 was a $44,530 one-time gain on sale of securities.




                                     11



LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2002, the Company had a working capital deficit of $470,848.
This deficit has been created primarily because of the historical financial
problems of the discontinued SportPark business segment.

     The Company's current and expected sources of working capital are its
cash balances that were $104,979 at March 31, 2002 and its operating cash flow
of the Rainbow retail store until it is disposed of by sale to the Company's
President in exchange for outstanding debt that is expected to be approved by
the shareholders of the Company in June or July of 2002.

     The Company owned Rainbow retail store has loans payable ("Rainbow
Loans") to the Company's President ("Lender") that bear interest at ten
percent per annum on the unpaid principal balance and are secured by
inventory, furniture, fixtures and equipment of the Rainbow Store.  The
balances due on the Rainbow Loans are $1,010,493 and $966,237, respectively,
at March 31, 2002 and December 31, 2001.  Included in these balances is
accrued interest payable of $374,013 and $357,800, respectively.  These
balances due are included under the caption "Due to Affiliated Stores" in the
accompanying consolidated balance sheets.  The Rainbow Store did not make any
payments on these loans in the first quarter of 2002.  The Company does not
currently have the financial resources available to make these payments.
Deferring payments on the Rainbow Loans needs have helped working capital.
Deferrals of payments on the Rainbow Loans are expected to continue until the
Rainbow Store is sold as described above.

     There are no planned material capital expenditures in 2002.

     OPERATING ACTIVITIES.  Net cash used in operating activities was $137,662
in 2002 compared to net cash provided by operating activities of $169,959 in
2001.  The primary reasons for the change are (1) a larger net loss in 2001 of
about $116,000 offset by (2) a one-time gain on sale of securities in 2002 of
$44,530, (3) a decrease in accounts payable and accrued expenses of
approximately $29,000 in 2002 compared to an increase in payables in 2001 of
about $221,000 that accounts for $250,000 of the difference, and (3) an
increase in deferred income in 2001 of $75,000 compared to a $25,000 decrease
in 2002.

     INVESTING ACTIVITIES.  Net cash provided by investing activities was
$76,306 in 2002 compared to net cash used in investing activities of $957 in
2001.  The activity in 2002 results from the disposition of equity securities
held by the Company.

     FINANCING ACTIVITIES.  Net cash used in financing activities was $25,991
in 2002 compared to $205,896 in 2001.  The primary reasons for the difference
are:  (1) an increase in due to affiliated stores and other related entities
in 2002 of $55,995 compared to a corresponding decrease in such accounts of
$195,214 in 2001, and (2) payment of $76,306 in 2002 to reduce notes payable
to shareholder.








                                      12



     Management of the Company intends to seek out and pursue a business
combination transaction with an existing private business enterprise that
might have a desire to take advantage of the Company's status as a public
corporation. 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.

     There is no assurance that the Company will acquire a favorable business
opportunity through a business combination.  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.

     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.  The Company's acquisition of or participation in a business
opportunity could result in a total loss to the Company and its shareholders
if the business or opportunity is unsuccessful.  Any business opportunity
acquired may be currently unprofitable or present other negative factors.

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.

















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                        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.













































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                             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:  May 10, 2002             By:/s/ Voss Boreta
                                   Voss Boreta, President and
                                   Chief Executive Officer


Date:  May 10, 2002             By:/s/ Kirk Hartle
                                   Kirk Hartle, Chief Financial Officer










































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