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


                              FORM 10-QSB/A
                             AMENDMENT NO. 2


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


               For the quarterly period ended March 31, 2001




                      Commission File Number: 0-17436




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




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


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


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



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                            Yes X             No___

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

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


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


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

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

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




















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






                                     2





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

<TABLE>
<CAPTION>

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

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

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

</TABLE>




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




                                    3



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

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

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

Operating expenses:
   Selling, general and administrative                        744,275       749,285
   Depreciation and amortization                               26,670        36,915
                                                           ------------------------
          Total Operating Expenses                            770,945       786,200
                                                           ------------------------
Operating loss                                                (64,286)     (101,020)

Interest expense, net                                        (154,392)      (86,630)
                                                           ------------------------
Loss from continuing operations before minority interest     (218,678)     (187,650)

Minority interest in loss of subsidiary                             -       175,095
                                                           ------------------------
Loss from continuing operations                              (218,678)      (12,555)

DISCONTINUED OPERATIONS:
  Gain from disposal of discontinued segment                   56,239             -
  Loss from discontinued operations of
    SportPark business                                              -      (823,441)
                                                           ------------------------
Income (loss) from discontinued operations                     56,239      (823,441)
                                                           ------------------------
          Net loss                                           (162,439)     (835,996)
                                                           ------------------------
Other comprehensive income:
  Unrealized holding losses on securities                     (26,465)            -
                                                           ------------------------
          Comprehensive loss                               $ (188,904)   $ (835,996)
                                                           ========================
NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations                        $    (0.03)   $    (0.00)
    Income (loss) from discontinued operations                   0.01         (0.10)
                                                           ------------------------
      Net loss per share                                   $    (0.02)   $    (0.10)
                                                           ------------------------
</TABLE>

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

                                     4


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

<TABLE>
<CAPTION>
                                                                       2001           2000
                                                                   ------------------------
<S>                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $ (162,439)   $ (835,996)
    Adjustment to reconcile net loss to net cash provided by
      operating activities of continuing operations:
    (Income) loss from discontinued operations                        (56,239)      823,441
    Common stock of subsidiary issued for services                          -        43,773
    Minority interest                                                       -      (175,095)
    Depreciation and amortization                                      26,670        36,915
  Changes in operating assets and liabilities:
    Increase in accounts receivable                                   (15,535)      (12,048)
    Increase in inventories                                           (74,267)     (108,142)
    (Increase) decrease in prepaid expenses and other                  17,818        (6,738)
    Increase in accounts payable and accrued expenses                 221,211       278,745
    Increase (decrease) in deferred income                             75,010        (6,339)
                                                                    -----------------------
          Net cash provided by operating activities
            of continuing operations                                   32,229        38,516
                                                                    -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                                    (957)      (19,841)
                                                                    -----------------------
          Net cash used in investing activities
            of continuing operations                                     (957)      (19,841)
                                                                    -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated stores                    (152,779)       89,037
  Increase in notes payable and notes payable
    to shareholder and related entity                                  95,295        16,492
  Cash paid to redeem preferred stock of subsidiary                    (5,000)            -
  Principal payments on capital leases                                 (5,682)      (14,139)
                                                                    -----------------------
          Net cash provided by (used in) financing activities
            of continuing operations                                  (68,166)       91,390
                                                                    -----------------------
NET CASH USED IN DISCONTINUED OPERATIONS                              (91,997)      (93,634)

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

CASH AND CASH EQUIVALENTS, end of period                            $ 351,235    $  216,932
                                                                    =======================
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                         $  16,822    $   18,119
                                                                    =======================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock of subsidiary issued in exchange for
    consulting services                                             $       -    $  175,095
                                                                    =======================
</TABLE>


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



                                     5



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


1.  CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The Company's continuing operations consist of one Company-owned retail store
in Las Vegas, Nevada and, through AASP, the Callaway Golf Center located on 42
acres of land on the south end of the Las Vegas "Strip".  The Callaway Golf
Center includes the Divine Nine par 3 golf course fully lighted for night
golf, a 110-tee two-tiered driving range which has been ranked the Number 2
golf practice facility in the United States since it opened in October 1997, a
20,000 square foot clubhouse which includes the Saint Andrews Golf Shop,
Callaway Performance Center, Giant Golf teaching academy, and the Bistro 10
restaurant and bar.

2.DISCONTINUED OPERATIONS

AASP developed a concept for family-oriented sports-themed amusement venues
named "All-American SportPark" ("SportPark" or "SPLV").  The first SportPark,
comprising 23 acres adjacent to the Callaway Golf Center, opened for business
on October 9, 1998. The SportPark includes NASCAR SpeedPark, Major League
Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion which houses
the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall, an 8,000
square foot arcade, Indoor putting challenge, Boston Garden restaurant and
bar, Skybox suites and several other interactive experiences and retail shops.









                                    6


As of December 31, 2000, management of AASP formalized a plan to dispose of
the SportPark facility because (1) historically, the property has sustained
substantial losses, and (2) it is not expected that future results would
improve without substantial capital investment; AASP does not have the
resources to make such an investment.  As part of this plan, effective January
2, 2001, the SportPark was closed to the general public, although it continues
to operate on a limited basis for group parties and special events until a
suitable buyer/operator is found.  AASP is in discussions with several
prospective buyers and expects to complete a transaction to dispose of the
SportPark sometime in 2001.  AASP Management has been working with the
Landlord of the SportPark (see Note 3) in negotiating with several prospects
who may purchase or lease the SportPark property. It remains uncertain whether
AASP will retain any ownership interest in the SportPark.  Accordingly, the
Company has accounted for AASP's SportPark business segment as "Discontinued
Operations" in the accompanying consolidated financial statements for all
periods presented.

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

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

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

3.SPORTPARK LOAN AGREEMENT

On September 15, 1998 AASP consummated a $13,500,000 secured loan with Nevada
State Bank ("Lender").  The original term of the loan was 15 years with
interest measured at a fixed rate of 4% above the Lender's five-year LIBOR
rate measured September 1, 1998, 2003 and 2008.  The initial interest rate
through 2003 was 9.38%.  The loan is secured by substantially all the assets
of AASP that existed at the time the financing was completed and was also
secured by corporate guarantees of AASP and SPEN.  The Callaway Golf Center
was not owned by AASP at the time this financing was completed and therefore
is not security for this loan. To facilitate this financing transaction, the
owner of the leasehold interest in the land underlying the SportPark
("Landlord") executed a trust deed granting a security interest in the leased






                                    7




property to the Lender to secure repayment of the loan. As consideration for
the Landlord's willingness to provide collateral for the loan, the AASP's
President and CEO, its Chairman, and a related entity pledged their stock in
SPEN to the Landlord.  Additionally, the Landlord was issued 75,000 stock
options exercisable at $4.00 per share through the year 2005.

Also, the Company's Chairman pledged three parcels of land owned by him (the
"Chairman's parcels") as additional collateral to secure the loan.  Provisions
in the loan agreement allowed for the reconveyance of these three parcels to
the Company's Chairman upon the SportPark achieving certain debt service
coverage milestones.

AASP has been in default on this loan since September 1999 because it did not
make the September 1999 loan payment and has not made any of its scheduled
loan payments since.  The Bank filed a formal notice of default on December
22, 1999. In an attempt to resolve the default issue, AASP, with the Bank's
agreement, hired an amusement park industry consultant to evaluate all
operational aspects of the SportPark and provide recommendations to improve
its performance.  This consultant began work in December 1999 and completed it
in February 2000. The product of the evaluation included a detailed plan to
help the SportPark eventually achieve profitability and commence servicing the
Bank's debt.  The Bank hired a different industry consultant who, after a
limited review, concluded that the SportPark plan as prepared by its
consultant could not be achieved.  AASP met and discussed possible resolutions
several times with the Bank's representatives to no avail.

In July 2000, the Lender filed a notice of sale and foreclosure on the
Chairman's parcels.  In October 2000, the Company's Chairman sold the property
within which the Chairman's parcels were located and paid the Lender
$2,750,000 to fully release the obligations associated with this collateral.
The Lender applied the $2.75 million as a reduction to the outstanding
SportPark loan obligation.

On November 13, 2000, AASP reached an agreement with the Lender whereby the
Lender agreed to release AASP and SPEN from their guarantees on the SportPark
Note Payable, a note payable on certain SportPark equipment ("Equipment
Note"), and an operating lease agreement for certain SportPark equipment
("Equipment Lease").  In exchange, AASP, SPEN, and certain other related
parties agreed to fully release the Lender and its affiliates from any claims
related to the SportPark Note Payable, Equipment Note, and Equipment Lease.
Concurrent with the foregoing, the Landlord bought these three obligations
from the Lender for $7 million.  As a result, the Landlord became the first
lien holder on the SportPark property, and also became the lender on the
Equipment Note and Equipment Lease, with exactly the same rights that Nevada
State Bank had except that the guarantees of AASP and SPEN no longer exist on
any of these three obligations. The Landlord and AASP are negotiating with
several prospects to either purchase or lease the Sportpark property from the
Landlord.  Although management of AASP believes that a favorable resolution
may be achieved with regard to this SportPark issue, there can be no assurance
that AASP will be successful in doing so.  Also, see Note 7.

4.  EARNINGS PER SHARE AND SHAREHOLDER'S EQUITY

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








                                    8


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

In March 2001, AASP acquired all of its Series A Convertible Preferred Stock
from Three Oceans, Inc. ("TOI", an affiliate of Sanyo North America) for
$5,000.  In connection therewith, TOI's representative on AASP's Board of
Directors resigned. Also, all agreements and contractual obligations between
AASP and TOI were terminated.  This transaction resulted in a decrease of
Minority interest of $5 million with an offsetting increase of $4,995,000 to
Paid-in Capital for the difference between the amount paid and the Minority
Interest.

5.  RELATED PARTY TRANSACTIONS

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

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

The Company's Chairman, through personal loans and through advances from his
Paradise store, has historically loaned funds to AASP as needed.  Loans,
including accrued interest payable, from the Company's Chairman and the
Paradise store were $5,141,308 and $5,027,354 at March 31, 2001 and December
31, 2001, 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 $583,166 at March 31, 2001, has been deferred, a practice which is
expected to continue in 2001, if necessary.

6.  LEASES

The land underlying the SPLV and CGC is leased to AASP at an aggregate amount
of $52,083 per month allocated $18,910 and $33,173, respectively.  Also, the
leases have provisions for contingent rent to be paid by AASP upon reaching
certain gross revenue levels.  The lease commenced October 1, 1997 for CGC and
February 1, 1998 for SPLV.  The terms of both leases are 15 years with two
five-year renewal options.  Both leases have corporate guarantees of AASP.

Due to cash constraints, AASP negotiated an agreement with the landlord to
defer the land lease payments on both the SPLV and CGC beginning September
1999 with no specified ending date.  Management of AASP believes that the
landlord is willing to defer land lease payments until such time as adequate
capital resources are available to AASP to make such payments.



                                       9


7.  GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, for the three months ended
March 31, 2001, the Company had a net loss of $162,439 and has experienced
cash flow problems since September of 1999.  For the year ended December 31,
2000, the Company had a net loss of $11,256,535 and a net loss from continuing
operations of $225,127.  As of March 31, 2001, the Company had a working
capital deficit of $402,393.  Additionally, the $13 million note payable
secured by a first deed of trust on the discontinued SportPark segment (Note
2) has been in default since September 1999.  The Landlord for the SportPark
bought this note payable from the Lender in November 2000, and the note
remains in default.

In addition to not making payments on the SportPark loan since September 1999,
AASP has not made any land lease payments to the Landlord since that time (see
Note 6).

AASP Management and the Landlord are negotiating with several prospects who
may purchase or lease the SportPark.  AASP Management believes that, in order
to sufficiently fund operating cash needs and debt service requirements over
at least the next twelve months, a transaction with an unrelated party for the
SportPark would need to be structured so that AASP would no longer fund cash
shortfalls at the SportPark and AASP would be released from significant
continuing liability for SportPark obligations.

If required to fund continuing operations, management believes that additional
borrowings against the Callaway Golf Center could be arranged.  Should
additional financing to fund operations be required, the Company will explore
all funding options.  There can be no assurance such lending sources would be
willing, on terms acceptable to the Company, to provide additional financing.

The consolidated financial statements do not include any adjustments relating
to the recoverability of assets and the classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.


























                                    10


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.

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 OPERATIONS   THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000

DISCONTINUED OPERATIONS.  On December 31, 2000, AASP formalized a plan to
dispose of the SportPark facility because (1) historically, the property has
sustained substantial losses, and (2) it is not expected that future results
would improve without substantial capital investment; AASP does not have the
resources to make such an investment.  As part of this plan, effective January
2, 2001, the SportPark was closed to the general public, although it continues
to operate on a limited basis for group parties and special events until a
suitable buyer/operator is found.  AASP is in discussions with several
prospective buyers/operators and expects to complete a transaction to dispose
of the Sportpark sometime in 2001.  Net income for the SportPark was $56,239
in 2001 compared to a net loss of $823,441 in 2000.  The large loss in 2000 is
primarily the result of interest and fees incurred related to the Bank Note in
default. The Bank charged interest at the default rate of 15% beginning in
September 1999 through November 2000; in addition, all fees (i.e. legal, etc.)
associated with the Bank's efforts to resolve this default issue were added to
the balance due on the SportPark loan.

CONTINUING OPERATIONS.

REVENUES.  Revenues increased 1.3% to $1,264,114 in 2001 compared to
$1,248,120 in 2000.  Revenue for the retail store increased 3.9% to $643,650
in 2001 compared to $619,694 in 2000.  Revenue for the Callaway Golf Center
increased nominally to $620,464 in 2001 compared to $618,059 in 2000.  Revenue
for the Callaway Golf Center was expected to increase in 2001 over 2000 by a
larger amount but did not due mainly to unusually cold and rainy weather in
Las Vegas in both January and February.

COST OF REVENUES.  Cost of revenues decreased 1.0% to $557,455 in 2001
compared to $562,940 in 2000.  Cost of revenues as a percentage of revenues
was 44.1% in 2001 compared to 45.1% in 2000.  This decrease is due mainly to
lower direct payroll costs in 2001 at the Callaway Golf Center because of the
revenue fluctuation 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 less than 1% to $744,275 in 2001
compared to $749,285 in 2000.  The decrease is reasonable considering the
overall increase in Revenues described above.






                                    11




DEPRECIATION AND AMORTIZATION.  These costs decreased to $26,670 in 2001
compared to $36,915 in 2000 due to a lower overall depreciable base of fixed
assets in 2001.

INTEREST EXPENSE, NET.  Net interest expense increased to $154,392 in 2001
compared to $86,630 in 2000 due primarily to interest costs on new debt to the
Company's chairman 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 chairman
paid down the SportPark loan in the amount of $2.75 million and incurred other
costs associated therewith totaling $283,473.

MINORITY INTEREST. This amount is generally calculated as one-third of AASP's
net income or loss.  Although one-third of AASP's net loss for 2000 is
$297,362, only $175,095 is recorded as minority interest because accounting
rules limit the recording of minority interest to the extent a liability
exists on the Company's balance sheet unless such losses are guaranteed by the
minority owners which is not the case for the Company.

NET LOSS.  Net loss for 2001 was $218,678 compared to $12,555 for 2000. The
increased net loss for 2001 is due mainly to increased interest expense in
2001 as described above and the effects of the minority interest in 2000.  The
Company generated a smaller operating loss in 2001 of $64,286 compared to
$101,020 in 2000 as a result of lower direct payroll costs.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, the Company had a working capital deficit of $402,393. This
deficit has been created primarily because of the ongoing financial problems
of the discontinued SportPark business segment.  The SportPark Bank Note in
the original amount of $13.5 million has been in default since September 1999.
This default and the related cash flow shortfalls of the SportPark business
required AASP to use the positive cash flow of the CGC to fund these
shortfalls. At the same time, the land lease payments for the CGC have not
been made since September 1999 and have continued to accrue creating the
majority of the working capital deficit.

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 the Company and AASP.  Also, the Landlord of the
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, the AASP's President, CEO and its Chairman 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
Chairman pledged three parcels of land owned by him (the "Chairman'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 Chairman to sell the
Chairman's parcels which resulted in the Chairman 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 the Company
and AASP 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. Since the Landlord


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<PAGE>
bought the Bank Note, the Landlord and AASP have been actively pursuing a
buyer/operator to take over the SportPark from AASP. Effective January 2,
2001, the SportPark closed to the general public although it continues to
operate on a limited basis for group parties and special events and will
continue to do so until a suitable buyer/operator is found.  AASP and the
Landlord are in active discussions with several prospects to lease/buy the
SportPark.  AASP expects to dispose of its interest in the SportPark along
with all related obligations sometime in 2001 although there can be no
assurance AASP will be successful in doing so.  Also, it is uncertain whether
AASP will have any continuing interest in the SportPark.

If AASP is successful in disposing of the SportPark and all of its related
obligations, the Company's ability to continue as a going concern will be
greatly improved although there can be no assurance AASP will be successful in
doing so. While management of AASP is working diligently to achieve this end
for the SportPark, 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 aggressively pursuing financing sources
with the CGC as collateral to improve the CGC operations and infuse working
capital into AASP.  Expansion plans into other markets will be facilitated by
the ultimate resolution of the SportPark issues.  Management of AASP is in
discussions with several established companies in its industry that have the
necessary capital and human resources that could facilitate 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 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 the Company 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 the Company would be successful in securing such financing, or
at terms acceptable to the Company.

The Company's Chairman 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, included accrued
interest payable, from the Company's Chairman and his personally owned retail
store were $6,319,218 and $6,292,660 at March 31, 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
offset by $110,000 that was paid down on these amounts in March 2001.  Accrued
interest payable of $887,483 at March 31, 2001 has been deferred, a practice
which is expected to continue in 2001, if necessary.

There are no planned material capital expenditures in 2001.







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                              SIGNATURES

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

                                SPORTS ENTERTAINMENT ENTERPRISES, INC.



Date:  September 28, 2001       By:/s/ Kirk Hartle
                                   Kirk Hartle, Chief Financial Officer