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 June 30, 2004




                      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 June 30, 2004, 4,283,061 shares of common stock were outstanding.

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




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

Item 1.  Financial Statements:

         Balance Sheets
         June 30, 2004 and December 31, 2003 ...............        3

         Statements of Operations
         Three Months Ended June 30, 2004 and 2003 .........        4

         Statements of Operations
         Six Months Ended June 30, 2004 and 2003 ...........        5

         Statements of Cash Flows
         Six Months Ended June 30, 2004 and 2003 ...........        6

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

Item 2.  Management's Discussion and Analysis or
         Plan of Operation ..................................       9

Item 3.  Controls and Procedures ............................      10

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings ..................................      11

Item 2.  Changes in Securities ..............................      11

Item 3.  Defaults Upon Senior Securities ....................      11

Item 4.  Submission of Matters to a Vote of Security
         Holders ............................................      11

Item 5.  Other Information ..................................      11

Item 6.  Exhibits and Reports on Form 8-K ...................      11

SIGNATURES ..................................................      12















                                      2



                      SPORTS ENTERTAINMENT ENTERPRISES, INC.
                                 BALANCE SHEET
                       June 30, 2004 AND DECEMBER 31, 2003

                                                    2004           2003
                                                ------------   ------------
                                                (Unaudited)

ASSETS

Deposits                                        $        962   $        962
                                                ------------   ------------
     Total assets                               $        962   $        962
                                                ============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Due to affiliates                               $    201,872   $    150,579
                                                ------------   ------------
     Total liabilities                               201,872        150,579
                                                ------------   ------------
Shareholders' equity deficiency:
  Series A Convertible Preferred Stock,
   no par value, 5,000,000 shares authorized;
   no shares issued                                     -              -
  Common Stock, no par value, 100,000,000
   shares authorized, 4,283,061 shares
   issued and outstanding at June 30, 2004,
   and December 31, 2003, respectively             6,114,590      6,114,590
  Additional paid-in capital                      12,248,746     12,248,746
  Accumulated deficit                            (18,564,246)   (18,512,953)
                                                ------------   ------------
     Total shareholders' equity deficiency          (200,910)      (149,617)
                                                ------------   ------------
Total liabilities and shareholders'
 equity deficiency                              $        962   $        962
                                                ============   ============



















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

                                      3



                      SPORTS ENTERTAINMENT ENTERPRISES, INC.
                             STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                  (UNAUDITED)

                                                    2004           2003
                                                ------------   ------------

General and administrative expense              $     18,900   $     20,628

Other income (expense):
 Gain on extinguishment of debt                                      14,137
 Interest expense, net                                (5,624)        (2,493)
                                                ------------   ------------
Net loss                                        $    (24,524)  $     (8,984)
                                                ============   ============

NET LOSS PER SHARE:
  Basic and diluted                             $      (0.01)  $      (0.00)
                                                ============   ============


































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

                                      4




                    SPORTS ENTERTAINMENT ENTERPRISES, INC.
                          STATEMENTS OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                  (UNAUDITED)

                                                   2004          2003
                                                -----------   ----------

General and administrative expense              $    42,684   $   45,250

Other income (expense):
 Gain on extinguishment of debt                                   14,137
 Interest expense, net                               (8,609)      (2,846)
                                                -----------   ----------
                                                     (8,609)      11,291
                                                -----------   ----------

     Net loss                                       (51,293)     (33,959)
                                                ===========   ==========

NET LOSS PER SHARE
  Basic and diluted:                            $     (0.01)  $    (0.01)
                                                ===========   ==========






























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


                                      5




                      SPORTS ENTERTAINMENT ENTERPRISES, INC.
                             STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                (UNAUDITED)

                                                    2004           2003
                                                ------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                       $    (51,293)  $    (33,959)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Common stock issued for services                                    430
    Gain on extinguishment of debt                                  (14,137)
    Increase in prepaid expenses and other                             (712)
                                                 -----------   ------------

     Net cash used in operating activities           (51,293)       (48,378)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in due to affiliates                        51,293         48,381
                                                ------------   ------------

NET INCREASE IN CASH                                    -                 3

CASH, beginning of period                               -               732
                                                ------------   ------------
CASH, end of period                             $       -      $        735
                                                ============   ============



























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

                                      6



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

1.  FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements have been prepared by
Sports Entertainment Enterprises, Inc. ("SPEA" or 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 June 30, 2004, and for
all periods presented.

These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003, from which
the audited balance sheet as of that date is derived.

2.  EARNINGS PER SHARE AND SHAREHOLDER'S EQUITY DEFICIENCY

Basic and diluted earnings per share is computed by dividing the reported net
income or loss 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
4,283,061 and 4,260,492 for the three-month periods ended June 30, 2004 and
2003, respectively, and 4,283,061 and 4,280,698 for the six-month periods
ended June 30, 2004 and 2003, respectively.

3.  RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with All-American SportPark,
Inc. ("AASP") and LVG&T Rainbow Inc. ("Rainbow"), all of which are under
substantial common control.  The types of activities that are shared by these
entities are payroll and employee benefits, warehouse rent, equipment leases,
and miscellaneous office expenses. Costs are allocated to each entity based on
relative benefits received.  Ongoing expenses incurred by the Company have
been paid by Rainbow or AASP in 2003, and exclusively by AASP in 2004, and
these entities, primarily AASP, are expected to continue this practice.  AASP
allocated administrative payroll costs to the Company of approximately $26,000
and $31,000 in the six-month periods ended June 30, 2004 and 2003,
respectively.  Currently, there is no plan in place regarding repayment of
these advances; however, the advances made to the Company accrue interest at
ten percent per annum.

4.  GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

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

                                      7



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

The 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.














































                                      8



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

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

OVERVIEW

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

RESULTS OF CONTINUING OPERATIONS - THREE MONTHS ENDED JUNE 30, 2004, AS
COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2003

GENERAL AND ADMINISTRATIVE.  These expenses consist principally of
administrative payroll, rent, professional fees and other corporate costs.
These expenses decreased 8.4% to $18,900 in 2004, compared to $20,628 in 2003.

LOSS FROM CONTINUING OPERATIONS.  Loss from continuing operations increased to
$24,524 for the three months ended June 30, 2004, compared to $8,984 for the
same period in 2003.  The loss in 2004, is due to greater interest expense
accrued on advances made by an affiliate of the Company whereas 2003, included
a $14,137 gain on extinguishment of debt owed to an affiliate (Rainbow) by the
Company.

RESULTS OF CONTINUING OPERATIONS   SIX MONTHS ENDED JUNE 30, 2004, AS COMPARED
TO THE SIX MONTHS ENDED JUNE 30, 2003

GENERAL AND ADMINISTRATIVE.  These expenses consist principally of
administrative payroll, rent, professional fees and other corporate costs.
These expenses decreased 5.7% to $42,684 in 2004, compared to $45,250 in 2003.

LOSS FROM CONTINUING OPERATIONS.  Loss from continuing operations increased to
$51,293 for the six-months ended June 30,2004, compared to $33,959 for the
same period in 2003. The increased loss in 2004, is due to greater interest
expense accrued on advances made by affiliates of the Company whereas 2003,
included a $14,137 gain on extinguishment of debt owed to an affiliate
(Rainbow) by the Company.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, the Company had a working capital deficit of $200,907.  The
Company's current and expected sources of working capital are its majority
shareholders and affiliates controlled thereby.  Accordingly, in its report on
the Company's annual financial statements for 2003, the Company's auditors
expressed substantial doubt about the Company's ability to continue as a going
concern.  Ongoing expenses incurred by the Company necessary for it to remain
an active public company seeking a business opportunity have been paid by
Rainbow or AASP and these entities, primarily AASP, are expected to continue
this practice. Currently, there is no plan in place regarding repayment of
these advances; however, the advances made to the Company accrue interest at
ten percent per annum.

The Company's primary plan and objective is to seek out and pursue a
transaction with a business enterprise that might have a desire to take
advantage of the Company's status as a public corporation. There is no
assurance that the Company will acquire a favorable business opportunity

                                      9


through such a transaction.  In addition, even if the Company becomes involved
in such a business opportunity, there is no assurance that it will generate
revenues or profits, or that the market price of the Company's common stock
will be increased thereby.

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

The Company has no commitments to enter into or acquire a specific business
opportunity and, therefore, is able to disclose the risks of a business or
opportunity that it may enter into in only a general manner, and, unable to
disclose the risks of any specific business or opportunity that it may enter
into.  An investor can expect a potential business opportunity to be quite
risky.  Any business opportunity acquired may be currently unprofitable or
present other negative factors.

Special Cautionary Notice Regarding 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, and changes in regulations and application for licenses and approvals
under applicable jurisdictional laws and regulations.

ITEM 3.  CONTROLS AND PROCEDURES

As of June 30, 2004, under the supervision and with the participation of the
Company's Chief Executive Officer and Principal Financial Officer, management
has evaluated the effectiveness of the design and operations of the Company's
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and Principal Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of June 30, 2004. There
have been no changes in internal control over financial reporting that
occurred during the second quarter of the fiscal year covered by this report
that have materially affected, or are reasonably likely to affect, the
Company's internal control over financial reporting.










                                      10




                       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.

         (a) Exhibits:

          31    Certification of Chief      Filed herewith electronically
                Executive Officer and
                Principal Financial
                Officer Pursuant
                to Section 302 of the
                Sarbanes-Oxley Act of
                2002

          32    Certification of Chief      Filed herewith electronically
                Executive Officer and
                Principal Financial
                Officer Pursuant
                to Section 18 U.S.C.
                Section 1350

         (b) Reports on Form 8-K.  None.

























                                      11




                                  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:  August 16, 2004            By:/s/ Vaso Boreta
                                     Vaso Boreta, President,
                                     Chief Executive Officer, and
                                     Principal Financial Officer












































                                      12