`UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-KSB

(Mark One)
     [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

          For the fiscal year ended January 31, 2002

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

          For the transition period from ________ to __________

          Commission File Number:  333-30520

                  ULTIMATE SPORTS ENTERTAINMENT, INC.
          (Exact name of Registrant as specified in charter)

          DELAWARE                                        95-0262961
State or other jurisdiction of                    I.R.S. Employer I.D. No.
incorporation or organization

1100 GLENDON AVENUE, SUITE 1000, LOS ANGELES, CA                    90024
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number, including area code:  (310) 829-9590

2444 Wilshire Boulevard, Suite 414, Santa Monica, CA  90403
(Former Address, if Changed from Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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.  (1)  Yes
[   ]  No [X]       (2)  Yes  [X]    No  [   ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.     N/A

State issuer's revenues for its most recent fiscal year:  $382,506.

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant (6,184,500 shares) computed by reference to the average high and
low sale prices of such stock ($0.105), as of a specified date within the past
60 days: $649,373 at June 11, 2002.

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: At June 14, 2002, there were
10,650,000 shares of the Registrant's Common Stock outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                                  1

ITEM 2.  DESCRIPTION OF PROPERTY                                                  7

ITEM 3.  LEGAL PROCEEDINGS                                                        8

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                      8

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS                                              8

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                     8

ITEM 7.  FINANCIAL STATEMENTS                                                     15

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                                   15

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS         15

ITEM 10.  EXECUTIVE COMPENSATION                                                  16

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT                                        19

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          21

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K                                  22


     PART I

     ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

     We were originally incorporated under the laws of the State of Utah on
August 24, 1981.  We subsequently changed domicile to Delaware by merging into
a Delaware corporation on April 12, 1985.

     During the year ended January 31, 2002, we shifted the focus of our
business.  Previously we had concentrated our business efforts on producing
and marketing our comic books to the general public.  During the most recent
year, we have marketed our comic books through in-stadium promotional
activities by several major league baseball teams.  We produced a number of
comic books for teams which used the books as an incentive to attract fans to
games using the comic books to depict team members as super heroes.  The
promotional events were funded through corporate sponsors of the teams.
During the 2001 baseball season, and thus far in the 2002 baseball season, we
have produced comic books for use at promotional games by such major league
baseball teams as the New York Yankees, the New York Mets, the Los Angeles
Dodgers, the Texas Rangers, the Anaheim Angels, the Arizona Diamondbacks, and
the Cleveland Indians.

     Also, in the fall of 2000 we released four retail comic books using
players from the National Football League.  We are currently pursuing
promotional opportunities with NFL teams similar to what we have done with
Major League Baseball teams.

     We decided to allow our license agreement with the National Hockey League
Players Association to lapse on June 30, 2001, and did not attempt to renew
the agreement.  At present we have no plans to renew the agreement in the
future.

     Our business continues to be seasonal in nature, based upon the baseball
season which is from spring to fall each year.  Almost no products are sold
outside of the playing season.  To the extent we are able to enter into
arrangements with football teams, the seasonal nature of our business could
extend through the late fall and early winter months.

     During the most recent fiscal year we were dependent upon a few baseball
teams for a majority of our revenues.  Revenues from our agreements with these
teams accounted for approximately 30%, 22%, 20%, and 13%, respectively, or an
aggregate of approximately 85%, of the total revenues generated last year.

License Agreements

     Our license agreements continue to be key to our business. We have
licenses, or are in the process of renewing licenses, with the Major League
Baseball Players Association; the Major League Baseball Properties, Inc.; the
National Football League Properties, Inc.; and the National Football League
Quarterback Club.  Total minimum guaranteed royalty payments under these
contracts for the year ended January 31, 2002, were approximately $115,000.
For the year ending January 31,  2003, the estimated aggregate amounts of the
minimum guaranteed royalty payments to be made pursuant to these license
agreements will be approximately $150,000.  Set forth below is a brief
description of each of these license agreements:

     The Major League Baseball Players Association License

     This license allows us to use the likenesses of individual players in our
comic books.  The original license was entered into on May 13, 1998, and
expired on December 31, 2000.  The license was renegotiated for the 2001 and
2002 baseball seasons and expires on December 31, 2002.  As we have in the
past, we intend to negotiate an extension of this agreement at the end of the
current term.  The license grants us the non-exclusive right to publish and
market comic books in the United States and international markets featuring
animated cartoon super-heroes based on Major League Baseball Association
players.  It also grants us the right to engage in comic book premium
promotions at the Major League Baseball stadiums, which was a right that had
previously been negotiated and granted on a case-by-case basis under the
original agreement.  The agreement also provides for royalties to be paid by
us based upon sales of the comic books.  The content of each comic book is
subject to the prior approval of the Major League Baseball Players
Association.  Following the termination of the license, we have no further
right to market the comic books.  The agreement also requires us to indemnify
the association against any actions involving it arising out of our acts or
omissions.  We must also maintain liability insurance.

     The Major League Baseball Properties License

     This license expired on December 31, 2001.  We have received notification
in writing from the vice-president of publishing for the association that it
will be renewing the license agreement under the same terms and conditions as
outlined in the original contract.  The only difference will be the relation
to "non-super hero" story lines which will have different terms for unit
sales.  These books will be developed and distributed for sale in conjunction
with MLB Properties.  Based upon our relationship with the league, we have
been able to continue operations on this arrangement to continue under the
terms of the expired license until the new one is signed.  The original
license permitted us to use the league and team names and logos in our comic
books.  The license was entered into on September 23, 1999, and provided for
an initial license period which ended on November 30, 2000, and was
automatically extended through December 31, 2001.  The original license
granted the non-exclusive right to use the Major League Baseball logos, league
names, teams, and the all-star game, division, league, and world series.  The
agreement also provided for royalties to be paid by us based upon sales of the
comic books and established minimum royalties to be paid against actual
royalties earned.  Under the original license agreement, the content of each
comic book was subject to the prior approval of the licensor.  The original
agreement also required us to indemnify the licensor against any actions
involving it arising out of our acts or omissions.  We were also required to
maintain liability insurance.

     National Football League Properties License

     This license allows us to use the trademarks, service marks, and other
identifying symbols, slogans, and indicia adopted for commercial use by the
National Football League.   The initial term will expire on August 31, 2002.
The license grants to us the non-exclusive right to use the marks in our comic
books.  The form of the agreement also provides for royalties to be paid by us
based upon sales of the comic books and establishes guaranteed minimum
royalties to be paid against actual royalties earned.  The content of each
comic book is subject to the prior approval of the licensor.  Following the
termination of the license, we will have no further right to market the comic
books, except to sell existing stock for a period of ninety days following the
termination.  The agreement also requires us to indemnify the licensor, the
league, and the member clubs against any actions involving it arising out of
our acts or omissions.  We are also required to maintain liability insurance.

     National Football League Quarterback Club License

     This license, also with the National Football League Properties, Inc.,
allows us to use the likenesses of the members of the NFL Quarterback Club
which includes approximately the top fifty players in the NFL.   The initial
term will expire on August 31, 2002.  The license grants to us the
non-exclusive right to use the likenesses of the Quarterback Club members in
our comic books.  The agreement also provides for royalties to be paid by us
based upon sales of the comic books and establishes guaranteed minimum
royalties to be paid against actual royalties earned.  The content of each
comic book is subject to the prior approval of the licensor.  Following the
termination of the license, we will have no further right to market any comic
books, except to sell existing stock for a period of ninety days following the
termination.  The agreement also requires us to indemnify the licensor, the
league, and the member clubs against any actions involving it arising out of
our acts or omissions.  We are also required to maintain liability insurance.

     Risks Associated with our License Agreements

     Our license agreements do not grant us exclusive rights to publish our
comic books, which means that others could enter the market and compete with
us.  Our existing and any future license agreements with the leagues or
players' associations are key to any success of our business.  However, these
licenses are not exclusive, which means the leagues or the players'
associations could grant similar or more favorable license agreements to
others.  If this were to happen in the future, we could be competing with
others for the same market share.  While we are not aware of any other
companies seeking to obtain the rights from the leagues and associations to
publish comic books, as public exposure to our comic books increases, it is
possible that other existing or new comic book publishers may attempt to enter
this field which would significantly increase our competition and could
decrease sales.  We are not certain that the market would be large enough to
support additional publishers.

     Each of the license agreements is for a relatively short duration and
there is no assurance that any of the agreements will be renewed. Our business
requires the acquisition of licensing rights from the sports leagues and
associations.  Without these licenses, it would be difficult or, in some
cases, impossible, to continue our present operations.  All of our present
licenses expire this year.  Generally, the agreements do not provide for
automatic renewals or extensions.  In addition, our right to market the comic
books will expire when the particular license agreement terminates.

     We will attempt to renew each license before it expires, but we have not
been given any assurances from the licensors that they will renew the
agreements.  There is no assurance that if we are able to renew the license
agreements, that they will be renewed under the same terms as we currently
have under our present agreements.

     We rely extensively upon the relationship of our president with the
representatives of the leagues and associations, and with the players
themselves, to obtain the various rights necessary to conduct our business.
If we were to lose the services of Mr. Licht, there would be a significant
question whether we could continue in our current business.  We intend to
obtain key man insurance in the amount of $1,000,000 on Mr. Licht, but have
not done so as of the date of this report.

Publication of Comic Books

     Each of our comic books consists of a single story featuring one or more
well-known sports figures as super heroes.  Stories for the comic books are
developed and written by free lance writers to work with us to develop and
write the stories and the dialogue.  Upon completion of the story, we hire
illustrators to create the black and white drawings to correspond to the story
and dialogue.  Finally, the book is sent to a coloring house or a freelance
colorist to include the color for the illustrations. We believe there is
presently available a sufficient quantity of qualified creative personnel in
the market place to meet our needs to produce the comic books at least through
the end of this fiscal year.

     Once the particular issue of the comic book has been composed,
illustrated and colored, it is down-loaded onto a disk and forwarded to the
printer to create the plates for printing.  We have no contractual agreement
with any printing company and the printing of each comic book is negotiated on
a book-by-book basis.  We have used a single printer for most of the comic
books published last year, but we believe that suitable printers are readily
available in North America, and additional printers could be located overseas
at competitive rates.

     We believe one reason people may be interested in our comic books is the
favorable image projected by the athletes used in our comic books.  Obviously,
we have no control over the lives of these athletes.  Should one of them do
something which would cause readers not to view them as potential super
heroes, it could materially affect our ability to market the comic books
displaying that particular athlete.  We are unable to predict what type of
actions would affect potential sales, but certainly anything which would
negatively affect the athlete's moral character could affect our selling
efforts.

     The leagues and players' associations have the right to approve the
stories, art work, and design of the comic books.  Changes required by such
reviews could be costly to us.  Under our existing license agreements, the
leagues and players' associations are granted the right to review and approve
of the comic books.  Our budgeted costs of publishing the comic books includes
minimal changes, and if the leagues, associations, or players require
substantial changes in a significant number of future comic books, the funds
budgeted for publication may be inadequate and we would be required to seek
additional funding or allocate funds from other business categories.  We have
experienced occasions in the past where we have had to revise comic books at
various stages of development to meet this obligation or to maintain good
relations with the licensors.  As we produce more comic books in the future
and work with the representatives of the leagues and associations on a more
regular basis, we believe we can minimize such revisions.  We submit each
stage of the development of the comic books to the representatives for their
approval.  In one instance the approvals of a representative were overridden
by a superior in the league which caused us to rework much of the development
of the particular comic book.  While we may not have been legally obligated to
make the changes, we made them primarily to maintain the good will with the
league.  We will continue to attempt to minimize editorial changes in the
future, but there is no assurance that we can totally eliminate the costs of
reworking story lines, likenesses, or other aspects of the comic books during
the development stages at our cost.

Marketing

     We have focused our principal marketing efforts on the in-stadium team
promotions.  We are also expanding these promotions to include retail
promotions through corporate team sponsors.  To create an in-stadium promotion
deal, we work with both the target team and one or more corporate sponsors
affiliated with or interested in the particular team.  In conjunction with
these parties we produce a comic book which highlights team members as the
super heroes and gives advertising space to the corporate sponsor that pays
for the comic books.  The comic books are generally given away free to the
children who attend the game on the particular promotion night.  In addition,
we have negotiated a retail promotional deal with one retail food outlet.  For
a limited time, patrons receive a copy of the team comic book free when they
order a special team meal.

Marketing of our comic books in both the in-stadium and retail promotions is
performed principally by Mr. Licht, our president, sometimes with the
assistance of outside consultants. We have entered into a consulting agreement
with Promotion Connections, Inc., a company controlled by Jay Slater, to
present and sell promotion programs utilizing our products and resources, for
which we have agreed to pay a monthly retainer, selling commissions, and stock
options.  The contract expires on or about November 16, 2002.  Through
relationships with the various pro teams, Mr. Licht and Mr. Slater are able to
contact and present the promotional concept using our comic books to both the
team representatives and the corporate sponsors for the teams.  The contract
arrangements for each of the promotional deals are supervised by Mr. Burke,
one of our directors and a consultant.

We have also agreed with MLB Properties to allow us to  place an advertisement
for our products with "Little League Magazine" each year at a cost not to
exceed $45,000.

Competition

     Our share of the comic book market is insignificant in comparison to
other comic book publishers.  The comic book market is dominated primarily by
Marvel Comics and DC Comics, each of which has substantially greater assets,
manpower, and market share than do we.  With the exception of one comic book
published by DC Comics for a single in-stadium promotion using members of  a
Major League Baseball team as the super heroes, neither of these entities
publishes comic books using athletes as super hero characters.  However, they
do publish a significant number of comic books using various super heroes.
And while we do not compete directly with these companies, we may compete for
some of their readers who may be interested in the sports figures in our comic
books.  In addition, there are a number of smaller comic book publishers, most
of which have had more experience in this industry and are better financed.
While we are familiar with a limited number of  other companies which publish
comic books using athletes in stories in which they are portrayed in their
particular athletic capacity, for example as a wrestler, we are not aware of
any of these publishers using professional athletes as super action figures in
their comic books as we do.  However, we will likewise compete with these
publishers for comic book readers in general, and perhaps those interested in
the sports.  We do not have the resources or facilities to compete directly
with these publishers should they enter our current market segment.  However,
we have developed relationships with many of the major league organizations
and teams, which we believe would provide us with an advantage over a
competitor initially entering into this field, at least for a limited time.

     There is strong competition in the promotional aspect of our business.
There are a number of venders which have licenses with the major league
organizations to market various promotional items or souvenirs related to the
teams. Many of these have substantially greater assets, manpower, and market
share than do we.  However, in a promotional context, we believe our product
is unique and content oriented, less expensive and can generate more
widespread fan interest and media exposure for the teams, in addition to the
utilization of  advertising pages and product placement.  Thus, at present we
believe we can adequately compete with these venders.

     A key factor affecting our ability to compete in this industry is our
reputation.  Although we are struggling financially, we believe our reputation
with the major league associations and teams is good.  Should we lose our
reputation for producing a quality product or delivering our product in a
timely manner, we may find it difficult to compete with others doing business
with the major league associations or teams.

Employees

     At June 1, 2002, we had two full-time employees, including Mr. Licht, our
president.  We have a consulting agreement with Mr. Burke, one of our
directors, who devotes a significant amount of his time to the business of our
company.  We also have a consulting contract with Jay Slater's company,
Promotion Connections, to market our comic books to corporate team sponsors
and the entertainment industry.   We also employ a number of independent
contractors on a part-time, as-needed basis for work on comic books.

Trademarks

     On May 17, 2002, we filed an application for registration of a trademark
for "Ultimate Sports Force" with the U.S. Patent and Trademark Office, Serial
No. 76/409,792.  We have been notified by our counsel that it will be several
months before we receive an action from the federal office on the trademark.

     ITEM 2.  DESCRIPTION OF PROPERTY

     We rent approximately 500 square feet of office space located at our
principal executive offices at 1100 Glendon Avenue, Suite 1000, Los Angeles,
California.  The office space is rented on a month-to-month bases.  The
monthly base rent for the space is $2,000.

     We also pay approximately one-half of the monthly rent on a corporate
apartment/office in New York City.  Total space of the apartment/office is
approximately 2,000 square feet.  Our portion of the rent is $4,500 per month.

     We currently rent on a month-to-month basis our computer equipment which
was previously leased under a three year lease agreement which expired in
December 2001.  Monthly payments are $313.  W have no current plans to
purchase the computer equipment from the leasing company.

     ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to any material pending legal proceedings or
government actions, including any material bankruptcy, receivership, or
similar proceedings.  Also except as discussed below, we do not believe that
there are any material proceedings to which any director, officer or affiliate
of our company, any owner of record of beneficially of more than five percent
of our common stock, or any associate of any such director, officer, affiliate
of ours, or security holder is a party adverse to us or has a material
interest adverse to us.

     In January 2002 we settled both legal proceedings with Mr. Yukich, Mr.
Walsh, and Mr. Dogan.  All of the parties to the proceedings agreed to
mutually release each other from any claims and the final case in the United
States District Court, Central District of California, Case No. 00-04636, was
dismissed with prejudice.  The loan payable by Mr. Yukich to us was cancelled
in exchange for which he agreed to return to us either 80,000 shares of our
common stock, or one-half of the shares currently owned by him, whichever is
greater.  On or about May 20, 2002, Mr. Yukich returned the 80,000 shares to
our transfer agent.

     In October 2000 a complaint was filed against us by Quebecor Printing
Canada, our prior printing company, for past due accounts in the approximate
amount of $49,678.  The complaint was filed in the Los Angeles County Superior
Court (Case No. SC063453).  In approximately November 2000 the plaintiff
obtained a judgment against us for the full amount, plus costs.  We have paid
approximately $30,000 of this amount.

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of the security holders during the
fourth quarter ended January 31, 2002.



     PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND
     RELATED STOCKHOLDER MATTERS

Market Information

     Our shares are quoted on the OTC Bulletin Board (Symbol "ULSP").  Based
upon the limited volume of trading, we do not believe that there exists an
established market for our stock.  The table below sets forth for the periods
indicated the high and low sales prices as reported by private services on the
Internet.  These quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent actual
transactions.

                         Quarter     High       Low
FISCAL YEAR ENDED
JANUARY 31, 2001         First       $0.75      $0.35
                         Second      $0.85      $0.18
                         Third       $0.60      $0.30
                         Fourth     $0.781      $0.40

FISCAL YEAR ENDED
JANUARY 31, 2002         First       $1.00      $0.10
                         Second      $0.50      $0.20
                         Third       $0.20      $0.06
                         Fourth      $0.15      $0.05

     Our shares are subject to Rule 15g-9 under the Exchange Act.  That rule
imposes additional sales practice requirements on broker-dealers that sell
low-priced securities designated as "penny stocks" to persons other than
established customers and institutional accredited investors.  The SEC's
regulations define a "penny stock" to be any equity security that has a market
price less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions.  Currently our stock is a penny
stock.  We cannot assure you that our shares will ever qualify for exemption
from these restrictions. For transactions covered by this rule, a
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale.  Consequently, the rule may affect the ability of broker-dealers to sell
our shares and may  affect the ability of holders to sell their shares in the
secondary market.

Outstanding Options, Warrants, Convertible Securities

     At June 14, 2002, we had outstanding options to purchase 8,312,500
shares.  All of these options are presently vested and currently exercisable.
Of these options granted, 7,752,500 were granted under our 2000 Stock Option
Plan and 560,000 were granted outside of the plan.

     We have outstanding a convertible promissory note in the principal amount
of $200,000.  The note was issued on July 15, 2001, to John Gerard.  The
principal amount of the note is convertible at any time into shares of our
common stock at the rate of one share for each $0.25 of principal converted.
If the note were fully converted, we would be obligated to issue 800,000
shares.

     We have borrowed funds in the past, the terms of which require us to
issue additional shares of stock upon a default.  In October 1999 we borrowed
$600,000 from The Orbiter Fund, an entity controlled by Michael Lauer, one of
our 5% shareholders.  In July 2001 we renegotiated this loan and issued a new
promissory note in the amount of $750,000, reflecting the original note and
accrued interest, with a maturity date of August 31, 2002.  Interest of 12% on
the note is payable in three equal installments of $50,000 each, due on or
before December 1, 2001, March 1, 2002, and June 1, 2002, and the balance of
the interest due at maturity.  We have also agreed that if we fail to make the
scheduled payments, and the lender declares a default, we can issue 1,000,000
additional shares to The Orbiter Fund to cure the default.  Although we are in
breach of the agreement for failure to pay interest on the scheduled dates,
the lender has not declared the note in default requiring us to issue
additional shares.  If the lender were to declare a default in regard to the
three scheduled interest payments which have not been paid, we could cure the
default by issuing 3,000,000 shares to the lender.

Shares Subject to Rule 144

     At June 14, 2002, we had a total of 10,650,000 shares outstanding,
including the 80,000 shares of treasury stock returned to us by Mr. Yukich.
Of these shares, approximately 6,252,602 are designated as restricted shares
by our transfer agent.  We have been advised by the staff of the Securities
and Exchange Commission that Rule 144 would not be available for shares issued
at a time during which the issuer was a blank check issuer and that these
shares could only be resold through a registered offering.

     In general, under Rule 144, as currently in effect, any person who has
beneficially owned restricted shares for at least one year, is entitled to
sell, within any three-month period, a number of shares that does not exceed
the greater of 1% of our then outstanding shares, or the average weekly
trading volume of our stock during the four calendar weeks immediately
preceding the date on which notice of the sale is filed with the SEC.  Sales
pursuant to Rule 144 are also subject to certain requirements relating to
manner of sale, notice and availability of current public information about
us.  A person who is not deemed to have been an affiliate at any time during
the 90 days immediately preceding the sale and whose restricted shares have
been fully-paid for two years since the later of the date they were acquired
from us, or the date they were acquired from one of our affiliates, may sell
these restricted shares under Rule 144(k) without regard to the limitations
and requirements described above.

     We cannot predict the effect, if any, that sales of shares under Rule 144
or the availability of shares for sale will have on the market price of our
stock prevailing from time to time. We are unable to estimate the number of
shares that may be sold in the public market under Rule 144, because the
amount will depend on the trading volume in, and market price for, our stock
and other factors.  Nevertheless, sales of substantial amounts of shares in
the public market, or the perception that sales of these shares could occur,
could adversely affect the market price of our stock.

Registration Rights

     We have granted piggy-back registration rights to The Orbiter Fund to
register up to 250,000 of the outstanding restricted shares issued in
connection with the original loan of $600,000 to us by this entity.

     We have also agreed to register the 2,500,000 shares issued to The
Orbiter Fund in connection with the Restructuring Agreement dated August 13,
2001, together with any shares issued upon default.  For a period of eighteen
months from the date of the agreement we have granted demand registration
rights.  We have also granted piggyback registration rights to The Obiter Fund
during the eighteen month period.

We have orally granted piggyback registration rights to Drew Gitlin to
register the shares underlying his options to purchase up to 500,000 shares.

Shareholders

     As of June 14, 2002, there were approximately 475 holders of record of
our shares as reported to us by our transfer agent.  The transfer agent for
our common stock is Interwest Transfer Company, Inc., 1981 East 4800 South,
Suite 100, Salt Lake City, Utah 84117.

Dividends

     We have not declared or paid any cash dividends as yet on the common
stock and the Board of Directors has not yet decided on a dividend policy.
Whether dividends will be paid will be determined by the Board of Directors
and will necessarily depend on our earnings, financial condition, capital
requirements and other factors.  The Board of Directors has no current plans
to declare any dividends in the foreseeable future.

Sales of Unregistered Securities

     During the year ended January 31, 2002, the following securities were
sold by us without registering the securities under the Securities Act and not
previously reported by us in our quarterly reports on Form 10-QSB:

     -     In December 2001 we issued a demand promissory note to Pioneer
Pacific Limited for $35,000 loaned to us.  In addition, we granted options to
the lender to purchase 10,000 shares at $0.07 per share at any time for a
period of three years.  The note and options were issued without registration
under the Securities Act by reason of the exemption from registration afforded
by the provisions of Section 4(2) thereof as transactions by an issuer not
involving any public offering.  No form of general solicitation was used in
connection with such issuance.  No underwriting discounts or commissions were
paid in connection with such issuance.  We believed that this investor was an
accredited investor as defined in Regulation D at the time of loaning the
funds to us.

     -     In January 2002 we granted options to Frederick R. Licht and Martin
J. Burke, III, to purchase 3,500,000 shares each.  The exercise prices of the
options is as follows:  $0.35 for the first 500,000 shares; $0.75 for the next
500,000 shares; $1.25 for the next 500,000 shares; $2.00 for the next
1,000,000 shares; and $4.00 for the next 1,000,000 shares.  The options will
expire on December 31, 2006.  The options are vested and immediately
exercisable.  The options were granted pursuant to our 2000 Stock Option
Plan.  The options were granted without registration under the Securities Act
by reason of the exemption from registration afforded by the provisions of
Section 4(2) thereof as transactions by an issuer not involving any public
offering.  No form of general solicitation was used in connection with such
issuance.  No underwriting discounts or commissions were paid in connection
with such issuance.  Each of the grantees was an accredited investor as
defined in Regulation D at the time of the grant.

     -     In November 2001, in connection with the consulting agreement with
his company, we granted options to Jay Slater to purchase 50,000 shares.  The
exercise prices of the options is $0.07 per share.  The options will expire on
June 1, 2005.  The options are vested and immediately exercisable.  The
options were granted pursuant to our 2000 Stock Option Plan.  The options were
granted without registration under the Securities Act by reason of the
exemption from registration afforded by the provisions of Section 4(2) thereof
as transactions by an issuer not involving any public offering.  No form of
general solicitation was used in connection with such issuance.  No
underwriting discounts or commissions were paid in connection with such
issuance.

     -     In December 2001, in connection with consulting services performed
by Bernard Chang, we issued 100,000 to Mr. Chang.  The shares were issued
without registration under the Securities Act by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof as
transactions by an issuer not involving any public offering.  No form of
general solicitation was used in connection with such issuance.  No
underwriting discounts or commissions were paid in connection with such
issuance.

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     We experienced a net loss of $1,525,135 for the year ended January 31, 2002,
compared to a net loss of $886,502 for the comparative year ended January 31,
2001.  This increase in net loss resulted from significant interest expense
charged.  The interest was calculated on the issuance of stock to lenders for
default penalties and extensions.  Interest and other default expenses
increased to $640,595 for the year ended January 31, 2002.  The non-cash
interest expense default penalty was $420,000 in the year ended January 31,
2002, as compared with a non-cash default penalty of $175,000 for the year
ended January 31, 2001.

     We had sales of $382,506 for the year ended January 31, 2002 as compared with
$95,236 for the year ended January 31, 2001.  The jump in sales for the period
ended January 31, 2002, was due to completion of the nine promotional events,
as compared to one promotional event for the period ended January 31, 2001.
The percentage of sales grew approximately 400% the year ended January 31,
2002, as compared to January 31, 2001.  The gross loss was almost break even
($4,457) for the year ended January 31, 2002, as compared to a gross loss of
approximately18% on total sales.

     Payroll and payroll taxes decreased from $223,318 from the year ended January
31, 2002, as compared with $249,809 from the year ended January 31, 2001.
Included in the payroll and payroll taxes for the year ended January 31, 2002,
is the salary for Mr. Licht, our president.  As reflected on the balance
sheet, Mr. Licht's salary was a non-cash expense that was accrued.

     In the year ended January 31, 2002, we hired Martin Burke as a consultant to
help Mr. Licht in all his duties.  Mr. Burke 's consulting fees are also being
accrued on the balance sheet.  Consulting fees earned are also being accrued
and will be paid on a cash flow basis.  Mr. Burke also joined the Board of
Directors.  Most recently Mr. Burke served as Chairman and CEO of the Credit
Store, a publicly traded finance company on the American Stock Exchange (CDS).

Inventory and Accounts Receivable

     In the year ended January 31 2002, we took a non-cash charge in the Cost of
Goods of $121,129. This represents a write down of large amounts of inventory
of older titles that are unlikely to be sold.  Without this non-cash right
down to Cost of Goods, we would have recorded a gross profit of $116,672, in
the year ended January 31, 2002.  This would have been the first gross profit
for the Company.

     We collect deposits from promotional sponsors throughout the year.  We record
the sales once the event has occurred.  We had no significant receivables at
the year ended January 31, 2002.

Liquidity and Capital Resources

     We continue to have a lack of liquidity.  We have been unsuccessful in the
raising of significant capital. We have benefited by lenders, vendors, and
consultants extending credit or services for options in the our stock.  In the
year ended January 31, 2002, an existing lender advanced an additional loan
$100,000 to us.

     In the year ended January 31, 2002, Martin Burke, a director, consultant and
related party, lent us $35,000.  Subsequent to January 31, 2002, we have been
advanced funds on both demand and term.  We have been advanced a new loan from
a new lender for $100,000 that has been collateralized by contracts for
upcoming events.  Subsequent to January 31, 2002, we continue to pursue
additional financing.

     We are expanding our promotional business beyond the in-stadium events.
Subsequent to January 31, 2002, we completed our first retail, out of stadium
promotion with a baseball team sponsor.

     We have hired marketing consultant Jay Slater, formerly of Simon Marketing,
Inc.  Mr. Slater will represent us in retail marketing opportunities, which
include sporting events outside of and including professional baseball.

Risk Factors

     The loss of the services of either Mr. Licht, our president, or Mr. Burke, a
director and consultant, would have a material negative impact on our
business.  The relationships Mr. Licht has developed with the leagues, teams,
and players, and the ability of Mr. Burke to focus on our business
transactions, are essential to our continued growth and existence.  The
possibility of locating and securing replacements for these individuals who
would be able and willing to defer compensation until we have the ability to
pay, is remote.  We do not have key-man insurance which covers either
individual.  Were we to lose the services of either individual, it is doubtful
that we could continue the existing business.

     The report of our auditors contains a going concern paragraph.  We have
incurred significant losses in recent years, we have current liabilities in
excess of current assets, and we have a stockholders' deficit.  These factors
raise substantial doubt about our ability to continue as a going concern.
Although we propose to raise any necessary additional funds not provided by
operations through additional loans and/or through sales of our common stock,
there is no assurance that we would be able to do so.  In addition, although
we intend to reduce expenses through improved operations and reduction in
expenses, there is no assurance that we could accomplish this goal.  And
although we intend to attempt to refinance existing debt, or convert it into
equity, there are no existing arrangements to do so, and there is no assurance
that the creditors would be willing to do so, or to do so on terms agreeable
to us.

     We are in breach of the terms of our note payable to The Orbiter Fund, our
single largest creditor.  We have been unable to pay the past interest
payments of $50,000 each due on December 1, 2001, March 1, 2002, and June 1,
2002.  Although the lender has not chosen to enforce these defaults, if it
were to do so, we do not have sufficient funds to pay these interest amounts,
although we could issued 3,000,000 shares to cure the default and pay these
interest payments on the maturity date of the note, August 31, 2002.  The
issuance of these shares would significantly dilute the existing shareholders
and could affect a change of control of the company to the lender.  In
addition, if we are unable to pay the principal and interest of the note on
the maturity date, or to negotiate an extension of the term of the note, or
convert the note in whole or in part into equity, it is uncertain whether we
would be able to continue our business.

Forward Looking Statements

     This report contains statements that plan for or anticipate the future.
Forward-looking statements include statements about the future of the comic
book or super action hero industry, statements about our future business plans
and strategies, and most other statements that are not historical in nature.
In this report forward-looking statements are generally identified by the
words "anticipate," "plan," "believe," "expect," "estimate," and the like.
Although we believe that any forward-looking statements we make in this report
are reasonable, because forward-looking statements involve future risks and
uncertainties, there are factors that could cause actual results to differ
materially from those expressed or implied.  For example, a few of the
uncertainties that could affect the accuracy of forward-looking statements,
besides the specific factors identified in the other sections of this report,
include the following:

     -     protracted league labor negotiations, strikes, or lock-outs;

     -     reduced attendance at games because of perceived or actual
            terrorist attacks;

     -     changes in our business strategies; and

     -     a decline in consumer interest in professional sports and athletes.

     In light of the significant uncertainties inherent in the forward-looking
statements made in this report, particularly in view of our early stage of
operations, the inclusion of this information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.

     The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our company.

     ITEM 7.  FINANCIAL STATEMENTS



ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2002


ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS


CONTENTS


                                                                 PAGE

     -     Independent Auditor's Report                              1


     -     Consolidated Balance Sheet, January 31, 2002              2


     -     Consolidated Statements of Operations, for the
            years ended January 31, 2002 and 2001                    3

     -     Consolidated Statement of Stockholders' (Deficit),
               for the years ended January 31, 2002 and 2001         4

     -     Consolidated Statements of Cash Flows, for the
               years ended January 31, 2002 and 2001             5 - 6


     -     Notes to Consolidated Financial Statements           7 - 19









INDEPENDENT AUDITOR'S REPORT



Board of Directors
ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
Santa Monica, California


We have audited the accompanying balance sheet of Ultimate Sports
Entertainment, Inc. and Subsidiary as of January 31, 2002, and the related
statements of operations, stockholders' (deficit) and cash flows for the years
ended January 31, 2002 and 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Ultimate Sports Entertainment,
Inc. and Subsidiary as of January 31, 2002 and the results of their operations
and their cash flows for the years ended January 31, 2002 and 2001, in
conformity with generally accepted accounting principles in the United States
of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 12 to the financial
statements, the Company has  incurred significant losses, has current
liabilities in excess of current assets and has a stockholders' (deficit),
raising substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 12.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.





/S/ PRITCHETT, SILER & HARDY, P.C.
    PRITCHETT, SILER & HARDY, P.C.


May 20, 2002
Salt Lake City, Utah



ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

ASSETS

                                                                       January 31,
                                                                           2002
                                                                       ___________
CURRENT ASSETS:
     Cash and cash equivalents                                             $     -
     Accounts receivable, net of $0 allowance for doubtful accounts            972
     Inventory, net                                                         10,875
                                                                       ___________
               Total Current Assets                                         11,847
                                                                       ___________

PROPERTY AND EQUIPMENT, net                                                 11,113
                                                                       ___________
OTHER ASSETS:
     Deposits                                                                1,050
     License agreements, net                                                79,039
                                                                       ___________
               Total Other Assets                                           80,089
                                                                       ___________
                                                                     $     103,049
                                                                      ____________

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
     Bank overdraft                                                   $     11,756
     Accounts payable - trade                                              538,870
     Accounts payable - related party                                      186,251
     Accrued liabilities                                                   532,905
     Notes payable                                                         435,000
     Notes payable - related party                                         800,288
     Customer deposits                                                      65,293
                                                                       ___________
               Total Current Liabilities                                 2,570,363

STOCKHOLDERS' (DEFICIT):
     Common stock, $.001 par value, 50,000,000
       shares authorized, 10,070,000 shares issued
       and outstanding                                                      10,070
     Additional paid in capital                                          1,696,466
     Retained (deficit)                                                 (4,127,671)
                                                                       ___________
                                                                        (2,421,113)
     Less:80,000 shares of treasury stock, at cost                         (46,179)
                                                                       ___________
               Total Stockholders' (Deficit)                            (2,467,314)
                                                                       ___________
                                                                     $     103,049
                                                                      ____________





The accompanying notes are an integral part of this consolidated financial
statement.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                 For the Year
                                                                 Ended
                                                                 January 31,
                                                            _______________________
                                                               2002           2001
                                                            __________     __________
SALES, net of returns and discounts                    $     382,506     $     95,236

COST OF GOODS SOLD                                           386,963          113,194
                                                            __________     __________
GROSS PROFIT (LOSS)                                           (4,457)         (17,958)
                                                            __________     __________
OPERATING EXPENSES:
     Payroll and payroll taxes                               222,318          249,809
     Selling and marketing                                   119,763           59,379
     General and administrative                              528,856          322,219
                                                            __________     __________
          Total Operating Expenses                          (870,937)        (631,407)
                                                            __________     __________
LOSS FROM OPERATIONS                                        (875,394)        (649,365)
                                                            __________     __________
OTHER INCOME (EXPENSE):
     Interest and other income                                   552           39,636
     Interest and other expense                             (221,147)        (101,773)
     Note default penalty expense                           (420,000)        (175,000)
                                                            __________     __________
          Total Other Income (Expense)                      (640,595)        (237,137)
                                                            __________     __________
LOSS BEFORE INCOME TAXES                                  (1,515,989)        (886,502)

CURRENT TAX EXPENSE                                                -                -

DEFERRED TAX EXPENSE                                               -                -
                                                            __________     __________
NET LOSS                                                $ (1,515,989)     $  (886,502)
                                                            __________     __________

LOSS PER COMMOM SHARE                                   $       (.18)     $      (.12)
                                                            ___________     ___________










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


ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED JANUARY 31, 2002 AND 2001


                                   Common Stock          Additional          Treasury Stock
                              _______________________      Paid in     _________________________        Retained
                              Shares            Amount     Capital          Shares     Amount           (Deficit)
                              ___________    ___________ ___________     __________     __________     ___________
BALANCE, January 31, 2000     7,470,000     $     7,470  $  1,156,258   $     -                       $  (1,725,180)

Net loss for the year ended
  January 31, 2001                    -               -             -         -                  -         (886,502)
                              ___________    ___________  __________     ___________    __________     ___________
BALANCE, January 31, 2001     7,470,000           7,470     1,156,258         -                  -       (2,611,682)

Issuance of common stock for
  accrued note payable default
  penalties of $525,000,
  August 2001                 2,500,000           2,500       522,500         -                  -                -

Granting of options to purchase
  50,000 shares of common stock.
  Fair value of $5,000,
  November 2001                       -               -         2,808         -                  -                -

Common stock issued for
  consulting services valued at
  $15,000, or $.15 per share,
  December 2001                 100,000             100        14,900         -                  -                -

Receipt of 80,000 treasury
  shares of common stock at $.54
   per share, January 2002            -               -             -       80,000           (46,179)             -

Net loss for the year ended
  January 31, 2002                    -               -             -         -                  -       (1,515,989)
                              __________     __________     ___________     ____________     __________  ____________
BALANCE, January 31, 2002     10,070,000     $   10,070   $ 1,696,466       80,000        $  (46,179)   $(4,127,671)
                              __________     __________     ___________     ____________     __________  ____________















The accompanying notes are an integral part of this consolidated financial
statement.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Increase in Cash and Cash Equivalents
                                                                      For the Year
                                                                      Ended
                                                                      January 31,
                                                                 _______________________
                                                                    2002           2001
                                                                 __________     __________
Cash Flows Provided by Operating Activities:
     Net loss                                                $  (1,515,989)    $   (886,502)
     Adjustments to reconcile net loss
       to net cash used by operating activities:
          Depreciation and amortization                            120,091           99,134
          Non-cash expense                                          17,808                -
          Bad debt expense                                           4,744                -
          Allowance for slow moving inventory                      121,129                -
          Changes in assets and liabilities:
               (Increase) decrease in accounts receivable           (5,367)           3,624
               (Increase)  in inventory                             (6,414)         (43,134)
               (Increase)  in note receivable - related party       (2,705)               -
               Increase in accounts payable - trade                141,216          155,703
               Increase in accounts payable - related party        186,251                -
               Increase in accrued expenses                        795,507          384,532
               Decrease in prepaid assets                                -           20,833
               Increase in customer deposits                        65,293                -
                                                                 __________     __________
               Net Cash (Used) by Operating Activities             (78,436)        (265,810)
                                                                 __________     __________
Cash Flows Provided by Investing Activities:
     Payments on license agreements                                (77,500)         (84,720)
                                                                 __________     __________
               Net Cash (Used) by Investing Activities             (77,500)         (84,720)
                                                                 __________     __________
Cash Flows Provided by Financing Activities:
     Increase in bank overdraft                                     10,831              925
     Proceeds from notes payable                                   100,000                -
     Payments on notes payable - related party                     (19,712)               -
     Proceeds from notes payable - related party                    70,000          335,000
     Payments on capital lease obligations                          (5,183)          (1,344)
                                                                 __________     __________
               Net Cash Provided by Financing Activities           155,936          334,581
                                                                 __________     __________
Net Increase in Cash and Cash Equivalents                                -          (15,949)

Cash and Cash Equivalents at Beginning of Period                         -           15,949
                                                                 __________     __________
Cash and Cash Equivalents at End of Period                      $        -       $        -
                                                                 __________     __________
Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
          Interest                                              $   30,567       $        -
          Income taxes                                          $        -       $        -











[Continued]

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents

[Continued]

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
For the year ended January 31, 2002:
In January 2002, the Company settled litigation with a former officer of the
Company. The officer returned 80,000 shares of common stock, which was
recorded as treasury stock, for settlement of a $46,179 note
receivable-related party.

In December 2001, the Company issued 100,000 shares of common stock valued at
$15,000, or at $.15 per share.

In November 2001, the Company granted options to purchase 50,000 shares of
common stock at $.125 per share. The fair value of these options is $2,808.

In August 2001, the Company issued 2,500,000 share of common stock for note
payable default penalties of $525,000.

In August 2001, the Company settled a $600,000 note payable and $150,000 of
accrued interest by rolling the balances over into a new $750,000 note
payable.

For the year ended January 31, 2001:
None





































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

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Presentation - Ultimate Sports Entertainment, Inc.
[Parent] was originally incorporated under the laws of the State of Utah on
August 24, 1981, under the name "Edge Investment Company."  On October 13,
1983, the Company changed its name to "American Surgical Laser, Inc."  The
Company changed its domicile to Delaware by merging into a Delaware
corporation formed for this purpose.  The merger was effective on April 12,
1985.  The Delaware Corporation was incorporated on January 21, 1985, under
the name "American Surgical Laser-Del, Inc."  The Company changed its name to
"Eclipse Imports, Inc." on June 10, 1997.  On March 12, 1999, the Company
changed its name to "Neurochemical Research International, Corp."  The
effective date of the name change to "Ultimate Sports Entertainment, Inc." was
April 7, 1999.

The Company was initially formed for the purpose of investing in and managing
real property and in late 1983 entered the laser medical research and
development field.  The development activity continued until 1986 when the
project was discontinued because of a lack of funds and a conflict in
management.  The Company is currently engaged in the manufacturing and
marketing of comic books through its wholly-owned subsidiary.  The Company's
principal markets are geographically disbursed throughout the United States.

AllStar Arena Entertainment [Subsidiary] (a California Corporation
incorporated June 26, 1996, formerly Lobito Publishing Group, Inc.), is
engaged in the manufacturing and marketing of Comic Books.
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary.  All significant
intercompany transactions have been eliminated in consolidation.

Inventories - Inventories are stated at the lower of cost or market value
using the first-in, first-out method [See Note 4].

Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."  This statement requires an asset and liability approach for
accounting for income taxes [See Note 8].

Advertising Cost -  Cost incurred in connection with advertising of the
Company's products are expensed as incurred.  Such costs amounted to $46,865
and  $26,642 for the years ended January 31, 2002 and 2001, respectively.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Property and Equipment - Property and equipment are stated at cost.
Expenditures for repairs and maintenance are charged to operating expense as
incurred.  Expenditures for additions and betterments that extend the useful
lives of property and equipment are capitalized upon being placed in service.
When assets are sold or otherwise disposed of, the cost and related
accumulated depreciation or amortization are removed from the accounts and any
resulting gain or loss is included in operations.

Depreciation - Depreciation of equipment is computed using the straight-line
method over the estimated useful lives of the assets ranging from five to
seven years.  Leasehold improvements are amortized over the lease period or
the estimated useful life of the improvements, whichever is less.

Loss Per Share - Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings Per Share," requires the Company to present basic loss per share and
dilutive earnings (loss) per share when the effect is dilutive.  The
computation of loss per share is based on the weighted average number of
shares outstanding during the period presented. [See Note 9].

Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Revenue Recognition - Revenue is recognized when the product is shipped.

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", were recently issued.  SFAS No. 141, 142, 143 and 144 have
no current applicability to the Company or their effect on the financial
statements would not have been significant.

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimated
by management.

Restatement - The financial statements for period priors to January 31, 2002
have been restated to be consistent with the headings and classifications used
in the January 31, 2002 financial statements.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment - at cost, less
accumulated depreciation and amortization as of January 31, 2002:

                                                      2002
                                                  ___________
     Office equipment                         $     24,113
                                                  ___________
                                                    24,113
     Less:     accumulated depreciation            (13,000)
                                                  ___________
                                              $     11,113
                                                  ___________

Depreciation and amortization expense for the periods ended January 31, 2002
and 2001 amounted to $4,631 and $4,530.

NOTE 3 - LICENSE AGREEMENTS

The Company has entered into five license agreements in total, Major League
Baseball Properties (MLBP), Major League Baseball Players Association (MLBPA),
National Football League Properties (NFL), National Football League
Quarterback Club (NFLQC), and National Hockey League Players Association
(NHLPA), for the use of their names and likeness in the comic books produced
by the Company. The following is a summary at January 31, 2002:

                                                      2002
                                                  ___________
          License agreements                   $     105,496
               Less accumulated amortization         (26,457)
                                                  ___________
               Total                           $      79,039
                                                  ___________

The license agreement with NHLPA expired in June 2001 and was not renewed. The
Company has also agreed with MLBP to place an ad with "Little League Magazine"
each year, which is not to exceed $45,000 in cost.

The license agreements have expiration dates ranging from August 2002 through
December 2002.

Amortization expense for the years ended January 31, 2002 and 2001, was
$115,460 and $94,604, respectively.

NOTE 4 - INVENTORY

Inventory consists of the following at January 31, 2002:
                                                       2002
                                                  ___________
     Finished goods                             $     127,504
     Books in development                               4,500
     Less allowance for slow moving inventory        (121,129)
                                                  ___________
          Total Inventory, net                  $      10,875
                                                  ___________

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 5 - ACCRUED EXPENSES

The Company had accrued expenses as follows at January 31, 2002:

                                                       2002
                                                  ___________
     Unpaid compensation                         $     272,693
     Payroll taxes                                      51,026
     Accrued interest                                  139,186
     Accrued note payable default penalty               70,000
                                                  ___________
          Total accrued expenses                 $     532,905
                                                  ___________
NOTE 6 - NOTES PAYABLE

The following is a summary of notes payable to unrelated parties as of January 31, 2002:
                                                                                     2002
                                                                                  ___________
     20% unsecured convertible demand notes payable originally
     due June 20, 2001 extended until January 20, 2002 for the right
     to convert to stock at $.25 per share, the conversion feature was
     subsequently cancelled and the note extended to February 28,
     2003 through the issuance of options to purchase 425,000 shares,
     the notes are personally guaranteed by the Company's president
     and a director/shareholder.                                              $       160,000

     20% unsecured demand notes payable due June 20, 2001. These
     notes were extended until January 15, 2002. Subsequently extended
     to November 20, 2002 through the issuance of 60,000 common shares.
     Personally guaranteed by a director/shareholder and has pledge
     50,000 shares of the Company he holds as collateral on the note.
                                                                                       50,000

     20% unsecured demand note payable due June 20, 2001. The
     note was extended until January 15, 2002. Subsequently extended to
     December 20, 2002, through the issuance of 40,000 common shares
     Personally guaranteed by a director/shareholder and has pledge
     25,000 shares of the Company he holds as collateral on the note.
                                                                                       25,000

     20% unsecured demand note for $100,000 to an un-related
     party originally due June 20, 2001. The note was renegotiated
     in October 2001, wherein the Company received an additional
     $100,000, made the note convertible into common stock at
     $.25 per share, and made the note due October 15, 2002.
     Personally guaranteed by a director/shareholder and has pledge
     100,000 shares of the Company he holds as collateral on the note.
                                                                                      200,000
                                                                                  ___________
                                                                      Total     $     435,000
                                                                                  ___________

For the year ended January 31, 2002, the Company recorded interest expense for
these notes payable in the amount of $81,273. At January 31, 2002, $91,766 of
the accrued interest balance were related to these notes.



ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PARTIES

The following is a summary of notes payable to related parties as of January 31, 2002:
                                                                                      2002
                                                                                   ___________
     20% unsecured note to a shareholder/director due October 25,
     2001. Subsequently extended to February 28, 2003 through the
     issuance of 25,000 common shares.                                          $      35,000

     20% unsecured convertible demand note to an individual
     related to a shareholder/director. Convertible at $.20 per share
     the conversion feature was subsequently cancelled through
     the issuance of options to purchase 10,000 common shares.                         15,288

     12% unsecured note to a shareholder due August 31, 2002
     (See below).                                                                     750,000
                                                                                      _______
          Less current portion:                                                 $     800,288

          Long-term portion:                                                    $           -
                                                                                  ___________

For the year ended January 31, 2002, the Company has expensed $139,874 in
interest expense.

Unsecured note to a shareholder - During October 1999, the Company issued a
10% convertible note payable to a shareholder for $600,000. The note was
originally due February 20, 2000. The note payable contained an option for the
note holder to purchase such number of shares equal to one share of the
Company's common stock from certain officers and shareholders of the Company
at $.10 per share for each $3.00 of loan principal being so converted. The
note provides for an additional 250,000 shares of common stock to be issued to
the holder for each 80 day period the note remains unpaid following the
maturity date. The Company issued 250,000 common shares, valued at $.50 per
share, to the note holder in compensation for making the loan and recorded
$125,000 in interest expense.

In August 2001, the Company refinanced the $600,000 note payable and related
accrued interest of $150,000 through the issuance of a $750,000 12% note
payable. The Company also issued 2,500,000 shares of common stock, valued at
$.21 per share, to settle $525,000 in default penalties. The 12% note payable
matures August 31, 2002. The note calls for balloon interest payments of
$50,000 on or before December 1, 2001, March 1, 2002, and June 1, 2002. The
Company has agreed to issue 1,000,000 shares of common stock to the note
holder as a penalty If the Company does not make the scheduled interest
payments within thirty days of receiving written notice of default. The
Company did not make the December 1, 2001 payment, and accordingly, accrued
potential default penalties of $70,000 at January 31, 2002, for 1,000,000
shares of common stock to be issued at $.07 per share. At January 31, 2002,
the Company has accrued interest payable of $41,671 on this note.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Continued)

During April 2001, the Company issued a $35,000 20% unsecured note payable to
a shareholder of the Company. The Note and related accrued interest is due
October 25, 2001. At January 31, 2002, the Company has accrued interest
payable of $5,581.

During December 2001, the Company issued a $35,000 20% unsecured note payable
to a relative of a shareholder of the Company. The note and related accrued
interest is due upon demand. At January 31, 2002, the Company has repaid
$19,712, leaving a balance of $15,288 with accrued interest payable of $168.

NOTE 8 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109.  SFAS No. 109 requires the Company to
provide a net deferred tax asset or liability equal to the expected future tax
benefit or expense of temporary reporting differences between book and tax
accounting and any available operating loss or tax credit carryforwards.  The
Company has a net operating loss carryover at January 31, 2002.

At January 31, 2002 and 2001, the total of all deferred tax assets were
approximately $1,628,000 and $996,00 respectively.  The total of all deferred
tax liabilities were approximately $0 and $0, respectively.  The amount of and
ultimate realization of the benefits from the deferred tax assets for income
tax purposes is dependent, in part, upon the tax laws in effect, the Company's
future earnings, and other future events, the effects of which cannot be
determined.  Because of the uncertainty surrounding the realization of the
deferred tax assets, the Company has established a valuation allowance of
approximately $1,628,000.  The net change in the valuation allowance during
the year ended January 31, 2002 was an increase of $632,000.

The temporary differences gave rise to the following deferred tax asset
(liability):

                                                       January 31,
                                                  _____________________
                                                     2002       2001
                                                  _________   _________
     Excess of tax over financial
       accounting depreciation                    $     (129)   $     -
     Inventory valuation allowancer                   48,246          -
     Accrued compensation                            108,614          -
     Net operating loss carryover                  1,470,726    996,000

The components of federal income tax expense from continuing operations
consisted of the following for the year ended:

                                                       January 31,
                                                  _____________________
                                                     2002       2001
                                                 _________     _________
     Current income tax expense:
          Federal                                  $     -      $     -
          State                                          -            -
                                                 _________     _________
     Net current tax expense                       $     -      $     -
                                                 _________     _________


ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES [Continued]
                                                       January 31,
                                                  _____________________
                                                     2002       2001
                                                  _________     _________
     Deferred tax expense (benefit) resulted from:
     Excess of tax over financial accounting
       depreciation                                $    129     $     -
     Inventory valuation allowance                  (48,246)          -
     Net operating loss                            (474,976)    (353,094)
     Valuation allowance                            631,707      353,094
     Accrued compensation                          (108,614)          -
                                                  _________     _________
     Net deferred tax expense                       $     -     $     -
                                                  _________     _________

Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.

The reconciliation of income tax from continuing operations computed at the
U.S. federal statutory tax rate to the Company's effective rate is as follows
for the year ended:

                                                       January 31,
                                                  _____________________
                                                     2002       2001
                                                  _________     _________
     Computed tax at the expected
       federal statutory rate                         34.00%     34.00%
     State income taxes, net of federal benefit        5.83       5.83
     Valuation allowance                             (41.67)    (39.83)
     Other                                             1.84          -
                                                  _________     _________
     Effective income tax rates                           -          -
                                                  _________     _________


ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 9 - LOSS PER SHARE

The following data show the amounts used in computing loss per share and the
effect on income and the weighted average number of shares of potential
dilutive common stock for the periods ended January 31, 2002 and 2001:

                                                  For the Period Ended
                                                       January 31,
                                             ______________________________
                                                  2002               2001
                                             ______________     ______________

     Loss from continuing operations available
       to common stockholders (numerator)     $   (1,515,989)     $   (886,502)
                                             ______________     ______________

     Weighted average number of common
       shares outstanding used in basic
       earnings per share (denominator)            8,627,534         7,470,000
                                             ______________     ______________
     Weighted number of common shares
       and potential dilutive common shares
       outstanding used in dilutive earnings
       per share (denominator)                         N/A               N/A
                                             ______________     ______________

Dilutive loss per share was not presented, as the affect is anti-dilutive.

The Company had at January 31, 2002 and 2001 warrants and options to purchase
7,727,500 and 927,500 shares of common stock, respectively, at prices ranging
from $.125 to $2.00 per share, that were not included in the computation of
diluted earnings per share because their effect was anti-dilutive.

The Company had convertible notes payable of $375,288 which may be converted
into 1,516,440 shares of common stock at prices ranging from $.20 to $.25 per
share. The Conversion feature of $215,288 of the notes payables were cancelled
subsequent to year end through the issuance of 435,000 stock options.

Subsequent to the year ended January 31, 2002, the Company issued options to
purchase 585,000 shares of common stock at $.07 per share to certain holders
of notes payable, creditors, and consultants. The Company issued 580,000
shares of common stock at $.07 per share for services and obtaining and
extended debt financing.

The Company may be obligated to issue 3,000,000 shares of common stock to cure
default penalties under the terms a note payable. (See Note 7)

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK

Public Offering of Common Stock - The Company had proposed to make a public
offering of 3,600,000 shares of common stock at a price of $.50 per share. The
Company filed a registration statement with the United States Securities and
Exchange Commission on Form SB-2 under the Securities Act of 1933. The Company
was unsuccessful in completing the offering.  The period for the offering
expired during April 2001. The Company does not plan at this time to extend or
pursue this offering further.

Stock Warrants - During November 1999, the Company issued 250,000 warrants to
purchase common stock at $2.00 per share. Consideration for the warrants was
$2,500 of legal services.  The warrants expire on October 31, 2004. During the
year ended January 31, 2002, the Company cancelled these warrants.

Common Stock - The Company has authorized 50,000,000 shares of common stock at
$.001 par value. At January 31, 2002, the Company had 10,070,000 shares issued
and outstanding.

Stock Issuances - In December 2001, the Company issued 100,000 shares of
common stock for consulting services valued at $15,000, or $.15 per share.

In August 2001, the Company issued 2,500,000 shares of common stock for
accrued note payable default penalties of $525,000, or $.21 per share.

Stock Options - During the periods presented in the accompanying financial
statements the Company has granted options under the Company's Stock Options
Plan (the Plan). The Corporation has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation."  Accordingly, no compensation cost has been
recognized for the stock option plans or other agreements.  Had compensation
cost for the Company's stock option plan and agreements been determined based
on the fair value at the grant date for awards in 2002 and 2001 consistent
with the provisions of SFAS No. 123, the Company's net loss and loss per share
would have been increased to the pro forma amounts indicated below:


                                                  2001              2000
                                             _____________     ______________
     Net loss                  As reported  $     (1,515,989)     $   (866,502)
               Proforma                     $     (1,704,457)     $ (1,017,702)

     Basic loss per share      As reported  $           (.18)     $       (.12)
               Proforma                     $           (.20)     $       (.14)


The fair value of each option granted is estimated on the date granted using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants during the period ended January 31, 2002 and 2001
risk-free interest rates of 3.22% and 6.4% expected dividend yields of zero,
expected life of 5 and 5 years, and expected volatility 111% and 58%.


ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [CONTINUED]

Stock Option Plan - The Board of Directors adopted a Stock Option Plan (the
Plan). Under the terms and conditions of the Plan, the board is empowered to
grant stock options to employees, officers, directors and consultants of the
Company.  The total number of shares of common stock available under the Plan
may not exceed 1,000,000 and no options maybe granted to be exercised more
than 10 years from the date of grant and the aggregate fair market value of
shares for which qualified stock options are exercisable by employee or ten
percent shareholder during any current year may not exceed $100,000. In June
2002, the Board of Directors amended the Plan to increase the total number of
shares available to 10,000,000 shares.

At January 31, 2002 and 2001, total options available to be granted under the
Plan amounted to 2,272,500 and 322,500, respectively.

A summary of the status of the options granted under the Company's stock
option plan and other agreements at January 31, 2002 and 2001, and changes
during the years then ended is presented below:

                                          January 31, 2002               January 31, 2001
                                        ______________________          ___________________
                                          Weighted Average               Weighted Average
                                        Shares     Exercise Price      Shares     Exercise Price
                                        ________     _____________     _________     ___________
Outstanding at beginning of period       677,500     $     .50          337,500     $     .50
Granted                                7,050,000          2.04          340,000           .42
Exercised                                      -             -                -             -
Forfeited                                      -             -                -             -
Expired                                        -             -                -             -
                                        ________     ____________      _________     ___________
Outstanding at end of Period           7,727,500     $    1.90          677,500     $     .50
                                        ________     ____________      _________     ___________
Weighted average fair value of options
granted
 During the year                       7,050,000     $    .027          340,000     $     .39
                                        ________     ____________       ________     ___________

A summary of the status of the options outstanding under the Company's stock
option plans and employment agreements at January 31, 2002 is presented below:

                           Options Outstanding                         Options Exercisable
               ______________________________________________     __________________________
     Range of                         Weighted-Average     Weighted Average                  Weighted-Average
     Exercise          Number            Remaining             Exercise          Number           Exercise
     Prices          Outstanding     Contractual Life           Price          Exercisable         Price
     __________     ___________       ______________       _______________     __________     ______________
     $     .125          50,000          4.75 yrs          $      .125             50,000     $     .125
      .35 - .39       1,250,000          3 yrs                     .36          1,250,000            .36
      .50 - .75       1,377,500          4 yrs                     .68          1,377,500            .68
    1.00 - 1.25       1,050,000          5 yrs                    1.19          1,050,000           1.19
           2.00       2,000,000          5 yrs                    2.00          2,000,000           2.00
     $     4.00       2,000,000          5 yrs              $     4.00          2,000,000     $     4.00



ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS

Notes Payable to Shareholders - During the August 2001, the Company
renegotiated a $600,000 note payable to a shareholder, which was in default,
along with accrued interest payable of $150,000, into a new note payable of
$750,000 at interest rates of 12% per annum. [See Note 7]

Shareholder Receivable - During the year ended January 31, 2000, the Company
advanced a shareholder $40,000 at an interest rate of 5%, which was included
in other assets.  At January 31, 2002 accrued interest receivable was $6,179.
In January 2002, the Company settled litigation with the shareholder wherein,
the Company received 80,000 shares of common stock from the shareholder, which
was recorded as treasury stock. As part of the settlement agreement, the
Company forgave the note receivable and accrued interest.

Note Payable Guarantee - A director/shareholder of the Company has personally
guaranteed the payment of $435,000 in notes payable and has pledged personal
holdings of 175,000 shares of Ultimate Sports common stock as collateral for
$275,000 in notes payable of the Company.  The President of the Company has
personally guaranteed the payment of $160,000 in notes payable.

Related Party Advances - The Company received advances in the amount of
approximately $30,000 during the year ended January 31, 2002 from a company
with which the Company currently has outstanding notes payable.  The advances
were arranged by a shareholder of the Company. The shareholder also advanced
the Company approximately $19,000. These advances were repaid to the
shareholder and non-related company at January 31, 2002. No interest was paid
on the advance.

Rental agreement - The Company has verbally agreed to rent office space from a
director/shareholder for $4,500 per month. For the year ended January 31,
2002, the Company expensed $38,250 in rental expense related to this
agreement.

NOTE 12 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has incurred
significant losses in recent years, has current liabilities in excess of
current assets, and has a stockholders' deficit. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. In this regard Management is proposing to raise any necessary
additional funds not provided by operations through loans and/or through
additional sales of its common stock.  Management believes that it can improve
operations, refinance debt, convert debt to equity, and reduce expenses.

Management believes that a combination of these efforts will be necessary to
continue operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should
the Company be unable to obtain additional financing, establish profitable
operations or realize its plans.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

     Litigation - The Company is involved in various litigation as part of its
normal business operations.  In management's opinion, the ultimate resolution
of these cases will not have a material adverse effect on the Company's
financial position.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)

On May 2, 2000, a complaint was filed in the Superior Court of the State of
California, County of Los Angeles, by Joseph Yukich, Michael Walsh, and
Herbert Dogan, naming the Company, the Company's president/director, and the
Company's corporate counsel.  The complaint is titled as a shareholder
derivative action.  The complaint alleges that the individual defendants, in
particular the Company's President, have mismanaged the affairs of the
company. The complaint was dismissed during the year ended January 31, 2002.

On May 3, 2000, a complaint was filed in the United States District Court,
Central District of California, by Joseph Yukich, naming the Company and the
Company's president.  The complaint seeks damages and injunctive relief for
alleged copyright infringement in connection with certain comic books. Mr.
Yukich claims to be a one-third owner of the copyrights for the comic books in
question. In January 2002, the Company settled the lawsuit with Mr. Yukich.
The settlement agreement included the Company forgiving the note receivable
and accrued interest of $46,179 and the Company receiving 80,000 shares of the
Company's common stock, which was recorded as treasury stock.

Promotion agreement - In November 2001, the Company entered into an agreement
with a company for promotion services. The Company has agreed to pay $5,000
per month for the twelve month term ending in November 2002. The Company also
granted options to purchase 50,000 shares of common stock at $.125 per share.
The Company expensed $5,000 related to the option as promotion expense. After
eight months, either party may cancel the remained of the contract upon a
written 30-day notice to the other party. The Company has agreed to pay
commissions from sales directly generated from the promotion company as
follows: 7.5% on the first $1,000,000 and 8.5% thereafter.

Employment agreement - In January 2002, the Company entered into an employment
agreement with its president. The agreement is for two years, terminating on
December 31, 2004 at a rate of $180,000 per year. The Company also agreed to
grant options to purchase 3,500,000 shares of common stock which vested
immediately and have varying exercise prices from $.35 to $4.00 per share. The
Company has also agreed to provide $1,000 per month for automobile expenses.

Consulting agreement - In January 2002, the Company entered into a consulting
agreement a shareholder/director. The agreement is for two years, terminating
on December 31, 2002 at a rate of $8,000 per month. The Company also agreed to
grant options to purchase 3,500,000 shares of common stock which vested
immediately and have varying exercise prices from $.35 to $4.00 per share. The
Company has also agreed to provide $1,000 per month for automobile expenses.

Sales agreements - In February 2001, the Company entered into a sales
agreement to deliver 18,000 units at six dates from June 2001 through August
2002, for a total of 108,000 units. At January 31, 2002, the Company had
received $28,333 in advance and is reflected on the face of the financial
statements as "Customer deposits." At January 31, 2002, the Company had
delivered 54,000 units.

In September 2001, the Company entered into a sales agreement to deliver
44,000 units at three dates from April 2002 through August 2002, for a total
of 132,000 units. At January 32, 2002, the Company had received $36,960 in
advance and is reflected on the face of the financial statements as "Customer
deposits." At January 31, 2002, the Company had delivered no units.

ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)

Leases - In December 1998, the Company entered into a leasing agreement for
computer equipment. The agreement was for $313 per month for thirty-six
months, ending in December 2001. The agreement has a purchase price of 15% of
the financed amount upon completion of the thirty-six months. If the Company
does not make the balloon payment and does not return the equipment, the
Company shall continue making payments on a month to month basis. The Company
is currently making month to month payments.

Rental agreement - The Company has verbally agreed to rent office space from a
director/shareholder for $4,500 per month. For the year ended January 31,
2002, the Company expensed $38,250 in rental expense related to this
agreement.

NOTE 14 - CONCENTRATIONS

     Sales - The Company sells customized comic books primarily for teams in
professional sports. For the year ended January 31, 2002, the Company recorded
revenue of $113,707, $84,500, $77,000, and $48,400 from sales agreements with
professional sport teams, or 30%, 22%, 20%, and 13%, respectively. The Company
maintains license agreements with professional sport organization for the use
of their names and likeness in the comic books produced by the Company. Should
the Company not maintain these license agreements, the Company's ability to
generate revenue could be severely impaired.

NOTE 15 - SUBSEQUENT EVENTS

Notes payable - Subsequent to January 31, 2002, the Company obtained $139,000
additional debt financing through the issuance of notes payable with varying
term.

Sales - Subsequent to January 31, 2002, the Company entered into three
separate agreements with professional sports teams for the delivery of the
Company's comic books.

Options - Subsequent to the year ended January 31, 2002, the Company issued
options to purchase 585,000 shares of common stock at $.07 per share to
certain holders of notes payable, creditors, and consultants.

Common stock - Subsequent to January 31, 2002, the Company issued 580,000
shares of common stock at $.07 per share for services and obtaining and
extended debt financing.

The Company may be obligated to issue 3,000,000 shares of common stock to cure
default penalties under the terms a note payable. (See Note 7)






     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
     ON ACCOUNTING AND FINANCIAL DISCLOSURE

     No disclosure is reportable under this item.

     PART III

     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS,
     PROMOTERS AND CONTROL PERSONS

General

     The following table sets forth information concerning our current
directors and our sole executive officer, their ages, and all offices and
positions.  Directors are elected for a term of one year and until his
successor is elected and qualified.  Annual meetings are to be scheduled by
the Board of Directors.  Officers are elected by the Board of Directors and
hold office until their successors are chosen and qualified.

     Name                         Age    Position                    Director Since
     Frederick R. Licht           35     Director, President, CEO          1999
                                         Secretary/Treasurer, & CFO
     Martin J. Burke, III         44     Director                          2002

     FREDERICK R. LICHT, has been the president and chief executive officer of
AllStar Arena, our wholly owned subsidiary, since 1999, and was employed as a
consultant by the predecessor to AllStar Arena from approximately November
1996 until 1999.  From 1994 to March 1999, he was self-employed as an attorney
representing professional athletes.  Mr. Licht graduated from Brandeis
University in 1989 with a bachelor of arts degree.  He received his juris
doctor degree from UCLA School of Law in 1992.

     MARTIN J. BURKE, III has been self-employed as a business consultant
since December 2000.  From October 1996 until December 2000 he was the chief
executive officer and chairman of the board of The Credit Store, Inc., a
credit card lender and public company listed on the American Stock Exchange.
Mr. Burke served as chairman of the board our parent company from April 1999
to January 14, 2000.

     ITEM 10.  EXECUTIVE COMPENSATION

General

     The following summary compensation table sets forth the aggregate
executive compensation awarded to, earned by, or paid to the named executive
officer for all services rendered in all capacities to our company, or any of
its subsidiaries, for the years ended January 31, 2002, 2001, and 2000:

                                                                              LONG-TERM
                                ANNUAL COMPENSATION                           COMPENSATION

                                                                                           Securities
                                                                              Restricted   Under-
Name and                                                     Other Annual     Stock        lying
Principal Position(s)     Year     Salary          Bonus     Compensation     Award(s)     Options
                                     ($)            ($)          ($)            ($)           (#)

Frederick R. Licht, CEO   2002     $165,000         -0-        $23,800          -0-        3,500,000
                          2001     $120,000         -0-        $23,800          -0-          -0-
                          2000     $102,000         -0-        $21,500          -0-          -0-

     During the year ended January 31, 2001, $96,923 of the salary of Mr.
Licht was not paid, but was accrued and incorporated into the signing bonus
for the employment agreement entered into in January 2002.  During the year
ended January 31, 2002, none of the salary of Mr. Licht was paid.  Of this
amount $159,231 was included in the signing bonus for the employment agreement
entered into in January 2002, and $5,769 has been accrued for future payment
as soon as our cash resources are reasonably available.  The total signing
bonus to be paid to Mr. Licht pursuant to his employment agreement is
$256,154, which represents the amount of unpaid base salary for the years
ended January 31, 2001 and 2002.

     The other annual compensation for Mr. Licht was not paid, but has been
accrued for future payment as soon as our cash resources are reasonably
available. For the year ended January 31, 2000, Mr. Licht earned a car
allowance of $10,000, health insurance premiums reimbursement of approximately
$1,500, and a director's fee of $10,000.  For the years ended January 31, 2001
and 2002, he earned a car allowance of $12,000 for each year, health insurance
premiums reimbursement of approximately $1,800 each year, and director's fees
of $10,000 per year.  The accrued car allowance and reimbursement for health
insurance premiums were provided in the employment agreement of Mr. Licht
entered into in January 2002.

The following option grants table sets forth the options granted to the named
executive officer for the year ended January 31, 2002:

                                        Percent of
                    Number of           Total Options/
                    Securities          SARs Granted
                    Underlying          To Employees       Exercise or
                    Options/SARs        In Fiscal          Base Price       Expiration
Name                Granted (#)         Year               ($/Sh)           Date

Frederick R. Licht     500,000          49.65%               $0.35          12/31/06
                       500,000                               $0.75          12/31/06
                       500,000                               $1.25          12/31/06
                     1,000,000                               $2.00          12/31/06
                     1,000,000                               $4.00          12/31/06
                     3,500,000

     At January 31, 2002, none of the foregoing options had been exercised and
none were in the money.  All of these options were exercisable at the year-end.

Employment and Consulting Agreements

     On January 24, 2002, the board of directors approved an employment
contract for our president, Frederick R. Licht.  The three year contract
commenced effective January 1, 2002.  Base salary is $180,000 per year, which
will accrue with interest at 5% per annum until funds are available to pay the
salary.  We also agreed to pay a signing bonus of $256,154 equal to the amount
of salary accrued but not paid during the years ended January 31, 2002 and
2001, which amount will also accrue with interest at 5% per annum until funds
are available.  In addition, we granted to him non-statutory vested options to
purchase 3,500,000 shares of common stock under our Stock Option Plan.  The
exercise prices of the options is as follows:  $0.35 for the first 500,000
shares; $0.75 for the next 500,000 shares; $1.25 for the next 500,000 shares;
$2.00 for the next 1,000,000 shares; and $4.00 for the next 1,000,000 shares.
The options will expire on December 31, 2006.  Mr. Licht will also receive a
car allowance of $1,000 per month, retroactive to April 6, 1999, which will
accrue with interest at 5% per annum until funds are available.  We have also
agreed to reimburse him for the cost of individual medical, dental, and health
insurance and disability insurance incurred since April 6, 1999, which amount
will accrue with interest at 5% per annum until funds are available.  Mr.
Licht has agreed not to engage in activities which would compete with us
during the term of the agreement, and for a period of one year after its
termination.  He has also agreed not to disclose for his own benefit
confidential information about our business.

     On January 24, 2002, we entered into a one year consulting agreement with
Mr. Burke commencing effective January 1, 2002.  Consulting fees are $8,000
per month, which will accrue with interest at 5% per annum until funds are
available to pay the consulting fees.  In addition, we granted to him
non-statutory vested options to purchase 3,500,000 shares of common stock
under our Stock Option Plan.  The exercise prices of the options is as
follows:  $0.35 for the first 500,000 shares; $0.75 for the next 500,000
shares; $1.25 for the next 500,000 shares; $2.00 for the next 1,000,000
shares; and $4.00 for the next 1,000,000 shares.  The options will expire on
December 31, 2006.  Mr. Burke will also receive a car allowance of $1,000 per
month.  He has also agreed not to disclose for his own benefit confidential
information about our business.

Compensation of Directors

     Directors are permitted to receive fixed fees and other compensation for
their services as directors, as determined by the Board of Directors.  We have
decided to pay our directors a fee of $10,000 per year for serving as a
director.  This fee was paid to Mr. Martin Burke, III, during the year ended
January 31, 2000, when he served as a director;  Mr. Licht has accrued these
fees for the years ended January 31, 2000, 2001 and 2002.  No directors fee
was paid to or accrued by Mr. Burke for the year ended January 31, 2002.
However, Mr. Burke received compensation as a consultant as discussed above.

Stock Option Plan

     We have adopted a stock option plan, pursuant to which we are authorized
to grant options to purchase up to 10,000,000 shares of our common stock to
our key employees, officers, directors, consultants, and other independent
advisors.  Awards under the plan will consist of both non-qualified and
incentive stock options.  The plan was never approved by the shareholders, and
therefore, we cannot grant incentive stock options under the plan.

     The plan is administered by the Board of Directors which will determine
the persons to whom awards will be granted, the number of awards to be granted
and the specific terms of each grant, including the vesting thereof, subject
to the provisions of the plan.

     Persons who are eligible to participate in the plan include the
following:

     -     Employees, as to both incentive and non-qualified options;
     -     Non-employee members of the Board, as to non-qualified options; and
     -     Consultants and other independent advisors, as to non-qualified options.

     In connection with qualified stock options, the exercise price of each
option may not be less than 100% of the fair market value of the common stock
on the date of grant, or 110% of the fair market value in the case of a
grantee holding more than 10% of our outstanding stock.  The aggregate fair
market value of shares for which qualified stock options are exercisable by
such employee, or 10% shareholder, during any calendar year may not exceed
$100,000.  Non-qualified stock options granted under the plan may be granted
at a price determined by the Board of Directors, not to be less than the fair
market value of the common stock on the date of grant.

     No option may be granted to be exercised more than 10 years after the
grant date.  The terms of options outstanding at the time of a persons
cessation of service, death, permanent disability, or misconduct are reduced
to the following periods, but not to exceed the original term:

     -     Three months after cessation of services, except by reason of
            death, permanent disability, or misconduct;
     -     Twelve months after the optionee's death or permanent disability; and
     -     Immediately upon termination for misconduct.

     The plan also contains provisions affecting outstanding options in the
case of certain corporate transactions or in the event of a change of
control.  If we should enter into a merger or consolidation, or in the event
of a tender or exchange offer, in which securities representing more than 50%
of the voting control are transferred to an outside party, or if we should
sell, transfer, or dispose of all, or substantially all of our assets, we
could accelerate the vesting and termination dates of these options.  We could
also elect to terminate outstanding purchase rights associated with the
options.  In the alternative, the options could be assumed and adjusted for
the particular corporate transaction.

     As of June 14 2002, we had granted a total of 7,757,500 options under the
plan.  Of these 5,000 had expired or been terminated.  At June 14, 2002, we
had 7,752,500 options outstanding and 2,247,500 shares available for future
issuance under the plan.

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
     BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information derived from the named
persons, or from the transfer agent, concerning the ownership of common stock
as of May 8, 2001, of (i) each person who is known to us to be the beneficial
owner of more than 5 percent of the common stock; (ii) all directors and
executive officers; and (iii) directors and executive officers as a group:

                                  Amount and Nature
Name and Address                  of Beneficial
of Beneficial Owner               Ownership(1)               Percent of Class

Frederick R. Licht                4,438,750(2)                    31.37%
2444 Wilshire Boulevard
Suite 414
Santa Monica, CA 90403

Martin J. Burke, III              4,275,750(3)                    30.22%
9595 Wilshire Blvd.
Suite 700
Beverly Hills, CA 90212

Executive Officers and
Directors as a Group
(2 Persons)                       8,714,500                       49.37%

Michael Lauer                     2,750,000(4)                    25.82%
The Orbiter Fund Ltd.
475 Steamboat Road
Greenwich, CT 06830
______________

     (1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.

     (2) Mr. Licht holds options to purchase 3,500,000 shares, all of which
are presently exercisable.  The shares underlying these options are included
in the table and are considered to be outstanding for purposes of computing
the percentage interest held by Mr. Licht.

     (3) Mr. Burke holds options to purchase 3,500,000 shares, all of which
are presently exercisable.  The shares underlying these options are included
in the table and are considered to be outstanding for purposes of computing
the percentage interest held by Mr. Burke.

     (4) All of these shares are held directly in the name of The Orbiter
Fund.  Mr. Lauer is the  investment manager of The Orbiter Fund and controls
the voting and disposition of these shares by virtue of being the investment
manager for this entity.  He is deemed to share beneficial ownership of these
shares with The Orbiter Fund.

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On October 20, 1999, we borrowed $600,000 from The Orbiter Fund Ltd., an
entity controlled by Michael Lauer, one of our 5% shareholders.  On or about
August 13, 2001, we entered into a debt restructuring agreement with the
Orbiter Fund.  In connection with restructuring the loan, we issued 2,500,000
shares to The Orbiter Fund Ltd.  We also granted demand and piggyback
registration rights for the shares.  In this restructuring transaction we
cancelled the original promissory note and issued a new one dated August 13,
2001, for $750,000, reflecting the original $600,000 owed and approximately
$150,000 of accrued interest at July 31, 2001.  The maturity date of the note
is August 31, 2002, and it bears interest at 12% per annum.  Interest on the
note is payable in three equal installments of $50,000 each, with installment
interest payments due on or before December 1, 2001, March 1, 2002, and June
1, 2002, and the balance of interest due upon maturity of the note.  In
addition, if at any time prior to maturity, we should raise equity financing
of between $300,000 and $500,000, we are obligated to allocate 25% of the
gross cash proceeds to repayment of the loan.  And if at any time prior to
maturity, we should raise equity financing in excess of $500,000, we are
obligated to allocate 50% of the gross cash proceeds to repayment of the loan.
We have also agreed that if we fail to make the scheduled interest payments,
and the lender declares a default, we can issue 1,000,000 additional shares to
The Orbiter Fund to cure the default, which shares would be included as shares
we have agreed to register.  We are in breach of the obligation to pay the
three installments of interest, but we have not received notice that the
lender has declared the note to be in default.

     The payment of several of our outstanding promissory notes has been
personally guaranteed by Mr. Burke, one of our directors and a 5% shareholder,
and, in some instances, Mr. Licht, our president, a director, and a 5%
shareholder.  Mr. Burke and Mr. Licht have jointly guaranteed repayment of all
of the promissory notes payable to JLB Equities in the aggregate principal
amount of  $160,000.  In addition, Mr. Burke has guaranteed repayment of the
promissory note dated December 29, 2000, payable to the Seewack Family Trust
in the principal amount of $25,000; the promissory note dated July 15, 2001,
payable to John Gerard in the principal amount of $200,000; and the promissory
note dated November 21, 2000, payable to David Rosenberg in the principal
amount of $25,000.  In addition, Mr. Burke has personally guaranteed the
payment of fees and costs of our legal counsel, which at June 3, 2002, were
$43,901.

     Mr. Burke has pledged an aggregate of 150,000 of his shares as collateral
for several outstanding promissory notes issued by our company.  He pledged
25,000 shares as collateral for the promissory note dated December 29, 2000,
payable to the Seewack Family Trust in the principal amount of $25,000;
100,000 shares as collateral for the promissory note dated July 15, 2001,
payable to John Gerard in the principal amount of $200,000; and 25,000 shares
as collateral for the promissory note dated November 21, 2000, payable to
David Rosenberg in the principal amount of $25,000.  In addition, on April 30,
2001, he pledged 710,750 of his shares to Robert Deutschman for a personal
loan of $240,000, which is evidenced by a demand promissory note.

In April 2001 we borrowed $35,000 from Mr. Burke and issued to him a
promissory note dated April 27, 2001, for $35,000, with interest at 20% per
annum. Interest at the rate of 1% in excess of the prime commercial loan rate
from time to time announced by the Chase Manhattan Bank is payable monthly
commencing one month from the date of the note, and principal and unpaid
interest on the note were originally due on July 25, 2001.  In July 2001 we
renegotiated the due date of this loan.  Mr. Burke extended the due date until
February 28, 2003, and we issued 25,000 shares to Mr. Burke as consideration
for extending the due date.

     On or about June 27, 2000, we borrowed $25,000 from Unifund Corporation,
a company controlled by David Rosenberg, and we issued a promissory note of
such date to Mr. Rosenberg for such amount.  The original maturity date of
June 20, 2001, was subsequently extended by the holder to December 31, 2001.
In March 2002, Unifund and Mr. Rosenberg sold the note to Mr. Burke for
cancellation of a debt owed by Unifund to Mr. Burke.  In March 2002 we
renegotiated the due date of the note.  Mr. Burke extended the due date until
December 20, 2002, and we issued 40,000 shares to Mr. Burke as consideration
for extending the due date.

     In December 2001 we borrowed $35,000 from Pioneer Pacific Limited, a company
controlled by the father of Mr. Burke.  We issued a promissory note dated
December 27, 2001, to this entity in the principal amount of $35,000.  The
note is payable upon demand.   A fee of 20% of the note is also due upon
demand.

     On May 1, 2002, we borrowed $10,000 from the father of Mr. Licht.  No
promissory note has been issued.  However, the loan is payable upon demand.
We also granted him options to purchase 10,000 shares at an exercise price of
$0.07 per share.  The options are immediately exercisable and expire June 1,
2005.

     We pay one-half of the rent for a New York City apartment/office.  Mr.
Burke pays the other half of the rent.  He uses the space approximately
fifteen days per month.  Our portion of the monthly rent is $4,500 per month.
The space is also used by Mr. Licht when he is in New York on business for us.

     ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)(1)     Financial Statements.  The following financial statements are
included in this report:
                                                                                          Page
Report of Auditor dated May 20, 2002                                                       F-1
Consolidated Balance Sheet as of January 31, 2002                                          F-2
Consolidated Statements of Operations for years ended
     January 31, 2002 and 2001                                                             F-3
Consolidated Statement of Stockholders' (Deficit) for the years ended
     January 31, 2002 and 2001                                                             F-4
Consolidated Statements of Cash Flows for the years ended
     January 31, 2002 and 2001                                                             F-5
Notes to Consolidated Financial Statements                                                 F-7

     (a)(2)     Exhibits.  The following exhibits are included as part of this report:

Exhibit No.     Description of Exhibit                                                    Location

     2.1          Reorganization Agreement with AllStar Arena dated
                    March 30, 1999, as amended April 2, 1999                               (1)
     3.1          Articles of Incorporation, as amended                                    (1)
     3.2          By-Laws of the Company currently in
                    effect                                                                 (1)
     4.1          Form of certificate evidencing shares of Common
                    Stock                                                                  (1)
     10.1         MLB Properties License Agreement (Confidential treatment
                    has been requested for a portion of this exhibit)                      (1)
     10.2         Form of NFL Properties License, as amended (Confidential
                    treatment has been requested for a portion of this exhibit)            (2)
     10.3         Form of NFL Quarterback Club License, as amended
                    (Confidential treatment has been requested for a portion of
                    this exhibit)                                                          (2)
     10.4          Diamond Comic Distribution Agreement                                    (1)
     10.5          Madison Leasing Agreement                                               (1)
     10.6          2000 Stock Option Plan, as amended                                      Attached
     10.7          Promissory Note dated March 10, 2000, for $75,000 to
                    J.L.B. Equities, with personal guarantees of Mr. Burke
                    and Mr. Licht                                                          (3)
     10.8          Promissory Note dated April 5, 2000, for $35,000 to
                    J.L.B. Equities, with personal guarantees of Mr. Burke
                    and Mr. Licht                                                          (3)
     10.9          Promissory Note dated April 13, 2000, for $25,000 to
                    J.L.B. Equities, with personal guarantees of Mr. Burke
                    and Mr. Licht                                                          (3)
     10.10         Promissory Note dated May 17, 2000, for $$25,000 to
                    J.L.B. Equities, with personal guarantees of Mr. Burke
                    and Mr. Licht                                                          (3)
     10.11         Promissory Note dated June 27, 2000, for $25,000 to
                    David Rosenberg with personal guarantee of Mr. Burke                   (3)
     10.12         Promissory Note dated August 9, 2000, to John
                    Gerard                                                                 (3)
     10.13         Renewed MLB Players Association License Agreement
                    (Confidential treatment has been requested for a portion
                    of this exhibit)                                                       (7)
     10.14         Promissory Note dated November 21, 2000, for $25,000
                    to David Rosenberg with personal guarantee and stock
                    pledge by Martin Burke                                                 (4)
     10.15         Promissory Note dated December 29, 2000, for $25,000
                    to Seewack Family Trust with personal guarantee and stock
                    pledge by Martin Burke                                                 (4)
     10.16         Convertible Promissory Note dated July 15, 2001, with
                    Addendum dated July 25, 2001, for $200,000 to John Gerard,
                    with personal guarantee and stock pledge by Martin Burke               (5)
     10.17         Debt Restructuring Agreement with The Orbiter Fund Ltd.
                    dated August 13, 2001, effective July 31, 2001, including
                    a description of registration rights                                   (5)
     10.18         Promissory Note dated August 13, 2001, for $750,000
                    to The Orbiter Fund                                                    Attached
     10.19         Employment Agreement dated January 24, 2002, with Mr. Licht             (6)
     10.20          Consulting Agreement dated January 24, 2002, with Mr. Burke            (6)
     10.21         Promissory Note dated April 27, 2001, for $35,000 to Mr. Burke          (6)
     10.22         Promissory Note Restructuring Agreement dated April 8,
                    2002, with Unified Corporation and David Rosenberg
                    assigning Mr. Rosenberg's note dated June 27, 2000, to Mr. Burke       Attached
     10.23         Promissory Note dated December 27, 2001, for $35,000 to
                    Pioneer Pacific Limited                                                Attached
     10.24         Marketing Consulting Agreement dated November 16,
                    2001, with Promotion Connections, Inc.                                 Attached
     21.1          List of Subsidiaries                                                    (1)

     (1) Filed with the Securities and Exchange Commission on February 15,
2000, as an exhibit with the original filing of the registration statement of
the Company on Form SB-2 (SEC File No. 333-30520).

     (2) Filed with the Securities and Exchange Commission on December 12,
2000, as an exhibit with the fifth amended filing of the registration
statement of the Company on Form SB-2 (SEC File No. 333-30520).

     (3) Filed with the Securities and Exchange Commission on September 19,
2000, as an exhibit with the second amended filing of the registration
statement of the Company on Form SB-2 (SEC File No. 333-30520).

     (4) Filed with the Securities and Exchange Commission on June 21, 2001,
as an exhibit with the quarterly report on Form 10-QSB for the quarter ended
April 30, 2001 (SEC File No.333-30520).

     (5) Filed with the Securities and Exchange Commission on October 17,
2001, as an exhibit with the quarterly report on Form 10-QSB for the quarter
ended July 31, 2001 (SEC File No.333-30520).

     (6) Filed with the Securities and Exchange Commission on January 25,
2002, as an exhibit with the quarterly report on Form 10-QSB for the quarter
ended October 31, 2001 (SEC File No.333-30520).

     (7) Filed with the Securities and Exchange Commission on May 17, 2001, as
an exhibit with the annual report on Form 10-KSB for the year ended January
31, 2001 (SEC File No.333-30520).

     (b)  Reports on Form 8-K: No current reports on Form 8-K were filed
during the fourth quarter ended January 31, 2002.

     SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            Ultimate Sports Entertainment, Inc.



Date: June 18, 2002     By _________________________________
                            /s/ Frederick R. Licht
                                Frederick R. Licht, President and Chief
                                Executive Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacitates and
on the dates indicated.



Date: June 18, 2002
___________________________________
/S/ Frederick R. Licht
    Frederick R. Licht, Director


Date:  June 18, 2002
____________________________________
/s/ Martin J. Burke
    Martin J. Burke, III, Director



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXECHANGE ACT BY NON-REPORTING ISSUERS

No annual report was sent to security holders covering the registrant's last
fiscal year.`