<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB
                                   -----------

[X]     Quarterly  Report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange  Act  of  1934

For  the  quarterly  period  ended  April  30,  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  000-20685

                             AMERICAN WAGERING, INC.
                             -----------------------
        (Exact name of Small Business Issuer as specified in its charter)

Nevada                                              88-0344658
--------------------------------                    ----------
(State  or other jurisdiction of                    (IRS Employer
incorporation)                                      Identification  No.)

                    675 Grier Drive, Las Vegas, Nevada 89119
                    ----------------------------------------
                    (Address of principal executive offices)
                    ----------------------------------------

                                  702-735-0101
                                  ------------
                           (Issuer's telephone number)
                           ---------------------------

        _________________________________________________________________
     (Former name, former address and former fiscal year if changed since last
                                     report)


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days  [X]  Yes    [  ]  No

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date:  7,836,846 shares of Common Stock as
of  May  1,  2002.

Transitional  Small  Business  Disclosure Format (check one):  Yes [  ]   No [X]





<PAGE>

                    AMERICAN WAGERING, INC. AND SUBSIDIARIES

                                      INDEX



PART  I          FINANCIAL  INFORMATION

Item 1.   Financial  Statements:                                         Page
          Consolidated Balance Sheets - April 30, 2002
          (Unaudited) and January 31, 2002                                  4

          Consolidated Statements of Operations - Three Months
          Ended April 30, 2002 and 2001 (Unaudited)                         5

          Consolidated Statements of Cash Flows - Three Months
          Ended April 30, 2002 and 2001 (Unaudited)                         6

          Notes to Consolidated Financial Statements (Unaudited)          7-9

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           10-14

PART  II               OTHER  INFORMATION

Item 1.   Legal  Proceedings                                               15
Item 2.   Changes in Securities and Use of Proceeds                        16
Item 3.   Defaults upon Senior Securities                                  16
Item 4.   Submission of Matters to a Vote of Security Holders              16
Item 5.   Other Information                                                16
Item 6.   Exhibits and Reports on Form 8-K                                 16


                                       2

<PAGE>

PART  I          FINANCIAL  INFORMATION

Item 1.   Financial  Statements


<TABLE>
<CAPTION>

                                  AMERICAN  WAGERING,  INC.
                                CONSOLIDATED  BALANCE  SHEETS

                                                                  April 30,     January 31,
                                                                     2002           2002
                                                                 (Unaudited)
<S>                                                              <C>            <C>
ASSETS
CURRENT ASSETS
   Cash                                                          $  3,143,778   $  3,618,049
   Restricted deposits                                                166,718        306,264
   Accounts receivable, net of allowance for doubtful accounts
      Of $25,798 and $14,910                                          540,199        657,422
   Inventories                                                        610,822        450,590
   Deferred tax asset, net                                            272,000        272,000
   Prepaid expenses and other current assets                          177,547        234,879
                                                                 -------------  -------------
                                                                    4,911,064      5,539,204
PROPERTY AND EQUIPMENT, net                                         3,210,818      3,280,757
GOODWILL                                                              103,725        103,725
OTHER INTANGIBLES                                                     359,003        367,135
OTHER ASSETS                                                          210,807        230,996
                                                                 -------------  -------------
                                                                 $  8,795,417   $  9,521,817
                                                                 =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt                             $     76,754   $     90,586
   Accounts payable                                                   253,972        263,565
   Accrued expenses                                                 1,154,493      1,245,220
   Unpaid winning tickets                                             704,254      1,109,674
   Customer deposits and other current liabilities                    472,452        784,061
                                                                 -------------  -------------
                                                                    2,661,925      3,493,106
                                                                 -------------  -------------

LONG-TERM DEBT, less current portion                                1,754,436      1,720,340
                                                                 -------------  -------------

REDEEMABLE PREFERRED STOCK  - 2,738 SHARES                            273,800        273,800
                                                                 -------------  -------------

STOCKHOLDERS' EQUITY
Series A preferred stock - 10% cumulative; $.01 par value;
   Authorized:  25,000,000 shares; issued and outstanding:
   11,924 shares                                                    1,192,400      1,192,400
Common stock - $.01 par value; authorized: 25,000,000 shares;
   Issued: 7,897,946 shares                                            78,979         78,979
Additional paid-in capital                                         14,382,515     14,382,515
Accumulated deficit                                               (11,221,145)   (11,291,830)
Less  61,100 common shares in treasury, at cost                      (327,493)      (327,493)
                                                                 -------------  -------------
                                                                    4,105,256      4,034,571
                                                                 -------------  -------------
                                                                 $  8,795,417   $  9,521,817
                                                                 =============  =============

</TABLE>


See  notes  to  consolidated  financial  statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                             AMERICAN  WAGERING,  INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED APRIL 30,
                                   (UNAUDITED)


                                                     2002          2001
                                                  -----------  ------------
<S>                                               <C>          <C>
REVENUES
       Wagering                                   $1,356,904   $ 1,513,448
       Systems                                       917,663       786,939
       Keno                                           16,183        45,696
                                                  -----------  ------------
                                                  $2,290,750   $ 2,346,083
                                                  -----------  ------------

OPERATING COSTS AND EXPENSES
   Direct costs:
       Wagering                                      942,668     1,002,691
       Systems                                       394,738       350,895
       Keno                                           28,547       162,636
                                                  -----------  ------------
                                                   1,365,953     1,516,222
   Research and development                          217,257       198,185
   Selling, general and administrative               428,552       488,675
   Depreciation and amortization                     128,369       148,459
                                                  -----------  ------------
                                                   2,140,131     2,351,541
                                                  -----------  ------------
OPERATING INCOME (LOSS)                              150,619        (5,458)

OTHER INCOME (EXPENSE)
   Interest income                                    18,716        20,825
   Interest expense                                  (39,565)      (39,061)
   Other, net                                         33,653         7,938
                                                  -----------  ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS             163,423       (15,756)

DISCONTINUED OPERATIONS                              (56,490)     (111,818)
                                                  -----------  ------------

NET INCOME (LOSS)                                 $  106,933   $  (127,574)
                                                  ===========  ============

BASIC AND DILUTED INCOME (LOSS) PER SHARE
  Continuing operations                           $    0 .02   $    (0 .01)
                                                  ===========  ============
  Discontinued operations                         $   (0 .01)  $    (0 .01)
                                                  ===========  ============
  Net income (loss)                               $    0 .01   $    (0 .02)
                                                  ===========  ============

</TABLE>



See notes to consolidated financial statements.


                                       4

<PAGE>

<TABLE>
<CAPTION>

                               AMERICAN  WAGERING,  INC.
                        CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                        FOR  THE  THREE  MONTHS  ENDED  APRIL  30,


                                                            2002         2001
                                                         -----------  -----------
<S>                                                      <C>          <C>
OPERATING ACTIVITIES
    Net cash provided by (used in) operating activities  $ (542,919)  $   96,095
                                                         -----------  -----------

INVESTING ACTIVITIES
    Investment in restricted deposits                          (587)      (1,586)
    Withdrawals of restricted deposits                      140,133           --
    Purchase of property and equipment                      (54,915)    (181,905)
    Proceeds from sale of assets                                 --       13,348
                                                         -----------  -----------
    Net cash provided by (used in) investing activities      84,631     (170,143)
                                                         -----------  -----------

FINANCING ACTIVITIES
    Repayment of borrowings                                 (23,070)     (17,845)
    Proceeds from borrowings                                 43,335           --
    Dividends                                               (36,248)     (36,248)
                                                         -----------  -----------
    Net cash used in financing activities                   (15,983)     (54,093)
                                                         -----------  -----------


NET INCREASE (DECREASE) IN CASH                            (474,271)    (128,141)
CASH AT BEGINNING OF PERIOD                               3,618,049    2,298,294
                                                         -----------  -----------
CASH AT END OF PERIOD                                    $3,143,778   $2,170,153
                                                         ===========  ===========
</TABLE>




See  notes  to  consolidated  financial  statements.


                                       5


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)
1.  Basis  of  Presentation

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information  and  the  instructions to Form 10-QSB and Item 310(b) of
Regulation  S-B.  Accordingly,  they  do  not include all of the information and
disclosures  required  by  generally  accepted  accounting principles for annual
financial  statements.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  The results of operations
for  an  interim  period  are not necessarily indicative of results for the full
year.  For  further  information,  please  refer  to  the consolidated financial
statements  of  American  Wagering, Inc. (the "Company"), and the related notes,
included  within  the Company's Annual Report on Form 10-KSB for the fiscal year
ended  January  31,  2002,  previously  filed  with  the Securities and Exchange
Commission  from  which  the consolidated balance sheet at January 31, 2002, was
derived.  All  significant  inter-company  accounts  and  transactions have been
eliminated  in  the  consolidation.

Certain  amounts  in the consolidated financial statements of prior periods have
been  reclassified  to  conform  to  the  current  period  presentation.

2.  Divestiture  of  Internet  Wagering

On  July  26,  2001,  having  exhausted  previous  extensions, the Nevada Gaming
Commission  granted  the  Company  an  additional  extension  on  the closure or
divestiture  of  the  Mega$ports  (ACT)  subsidiary  until July 25, 2002. At the
present time, the Company is in contract negotiations with a potential buyer for
the  Mega$ports  (ACT)  operation.  In  the  event  the  Company cannot agree on
satisfactory  terms  and/or find another qualified buyer, the Company intends to
close  the  Mega$ports  (ACT)  operation  prior  to  the  July 25, 2002 deadline

In  accordance  with  the  Financial  Accounting  Standards Board's Statement of
Financial  Accounting  Standards ("SFAS") No. 144, Accounting for the impairment
or  disposal  of  Long-lived  Assets,  the operations of Mega$ports (ACT) of the
prior  period  have  been  reclassified  as  discontinued  operations  and other
reclassifications  have  been  made  in  the  January 31, 2002, balance sheet to
conform  with  the  new  standard.

3.  Goodwill  and  Other  Intangible  Assets

As  of April 30, 2002, goodwill primarily consists of the excess of the purchase
price  over fair value of net assets acquired in connection with the acquisition
of  CBS,  the  subsidiary  that  designs,  sells,  installs,  and  maintains the
Company's  primary  computerized  race  and  sports  book  systems  product.

Other intangible assets consist of agreements restricting potential competitors,
trademarks,  software  and  rights  for  manufacturing and distribution that are
amortized on a straight-line basis over their estimated useful lives or contract
terms  from  two  years  to  in  perpetuity.

In  July  2001,  the  Financial  Accounting Standards Board issued SFAS No. 142,
Goodwill  and Other Intangibles.  Under SFAS No. 142, goodwill and certain other
intangibles are no longer subject to


                                       6

<PAGE>

amortization  over  an  estimated  useful  life.  Rather,  goodwill  and  other
indeterminate  life  intangible  assets  are  subject  to  at  least  an  annual
recoverability  test,  which  assesses  for  impairment.  Management  evaluated
goodwill  and  other intangible assets for impairment as of April 30, 2002. Such
evaluation  included,  among  other analysis, future cash flow and profitability
estimates.  There  were no impairment provisions taken for, and no effect of the
adoption  of  SFAS  142  on,  the  three  months  ended  April  30,  2002.

4.  Net  Income  (Loss)  per  Share

Basic  net  income (loss) per share is computed by dividing net income (loss) by
the  weighted  average  number  of  common  shares  outstanding during the year.
Diluted  earnings  per share considers potentially dilutive securities (options)
as  outstanding and net income (loss) is adjusted for preferred stock dividends.
For  the  operating  periods  presented,  the  tables below reconcile net income
(loss)  and  weighted  average shares outstanding used to calculate basic income
(loss)  per  share  to  those used to calculate diluted income (loss) per share:


                                              Three months ended April 30,
                                                  2002           2001
                                              -------------  -------------

Income from continuing operations             $    163,423   $    (15,756)
Preferred stock dividends                          (36,248)       (36,248)
                                              -------------  -------------
Net income, as adjusted                       $    127,175   $    (52,004)
                                              =============  =============

Net income (loss)                             $    106,933   $   (127,574)
Preferred stock dividends                          (36,248)       (36,248)
                                              -------------  -------------
Net income, as adjusted                       $     70,685   $   (163,822)
                                              =============  =============

Basic weighted average shares outstanding        7,836,846      7,932,067
                                              =============  =============

Diluted weighted average shares outstanding      8,173,958      7,932,067
                                              =============  =============



5.  Business  Segments

The  Company  conducts  business  with  customers  through  3 business segments:
"Wagering,"  "Systems,"  and  "Keno."  The Wagering segment operated 41 race and
sports  books throughout Nevada as of April 30, 2002. The Internet and telephone
betting  operation  located  in Canberra, Australia, that the Company has agreed
with  the  Nevada  Gaming  Commission  to divest itself of by July 25, 2002 (see
"Legal  Proceedings")  has been included in discontinued operations. The Systems
segment  designs,  markets, installs and maintains sports and race book wagering
systems  for  the  sports  betting industry.  The Company temporarily closed the
Keno  segment  in  February 2002 for an evaluation of the current operations and
plans  to  re-open  Keno  in  limited  operations  in  June  2002.


                                       7

<PAGE>

Amounts  presented  below for prior periods have been reclassified to conform to
the  current  period  presentation.



                          Three months ended April 30,
Continuing operations:          2002        2001
                             ----------  ----------
Operating income (loss)
  Wagering                   $ 343,983   $ 456,709
  Systems                      190,324     105,007
  Keno                         (33,037)   (154,724)
  SG&A                        (350,651)   (412,450)
                             ----------  ----------
                             $ 150,619   $  (5,458)
                             ==========  ==========



6.  Litigation

Since  1995,  the  Company  has  been  in  litigation  with  Michael Racusin who
introduced  certain underwriters to the Company in connection with the Company's
initial  public  offering.  The  Company  disputed  Mr.  Racusin's  claim  for
compensation  under agreements that the Company believed were unenforceable.  In
February 2000, a verdict was rendered in favor of Mr. Racusin and in July 2000 a
judgment  was  entered.  The  judgment required the Company to issue him 239,819
common  shares  of  the Company's stock (337,500 shares awarded in the judgement
less  97,681  shares  for a cash award previously paid in September of 1997); at
January  31,  2000,  the  Company  had reserved the shares for this matter.  Mr.
Racusin appealed the judgement claiming that only a cash remedy was appropriate.
The  appellate  court agreed and remanded the matter back to the trial court for
determination  as  to  the  cash  value  of the 337,500 shares.  A trial date of
September  16,  2002,  has  been set.  A number of yet-to-be adjudicated factors
might  impact  the  determination  and,  accordingly, the Company is not able to
fully  determine  the  economic impact of these events at this time but believes
based  upon  the  advice of counsel that an additional cash award may range from
approximately  $360,000  to  $1,700,000,  plus  accrued  interest.

In  addition,  the  Company  has  been  involved in litigation with Imagineering
Systems,  Inc.  since  March  1998.  In October 2000, a verdict was rendered and
later  a  judgment  entered  in  favor  of  Imagineering  totaling  $1,397,000.
Imagineering  subsequently agreed to a Court directed alternative to reduce this
amount  to  $897,000.  The Company has bonded an appeal and believes, based upon
the  advice  of  legal counsel, that the lower end of the probable loss range is
substantially  less  than  the  reduced  judgment.  It is anticipated the Nevada
Supreme  Court  will  hear  this  matter  within  the  next  12  to  24  months.

The  ultimate  disposition  of  certain  issues  involved  in  the  Racusin  and
Imagineering  matters  cannot  be  determined  at this time.  In accordance with
Statement  of  Financial  Accounting  Standard  No.  5,  "Accounting  for
Contingencies,"  the Company has recorded an allowance for probable losses equal
to  the  lower end of the estimated probable loss range and periodically revises
these  estimates  as  facts  and  circumstances  change.

The Company is also currently a defendant in a claim alleging that the Company's
"Mega$ports"  trademark  is invalid, among other things, and certain other legal
matters  arising  in the ordinary course of business. The economic impact of the
Mega$ports  claim  and  the Company's counter claim cannot be determined at this
time.  In the opinion of management, based on the advice of counsel, the outcome
of  the other actions will not have a material effect on the financial position,
results  of  operations  or  cash  flows  of  the  Company.


                                       8

<PAGE>

7.     Regulatory  Matters

The scope of the Company's licensed race and sports books operation in the State
of  Nevada  is  limited  by  regulation and statute.  On March 22, 2000, federal
legislation  entitled  the  "Amateur  Sports  Integrity  Act"  was introduced in
Congress.  The  general  purpose  of  the  proposed  legislation  is to prohibit
wagering on games and performances at the Summer and Winter Olympics and on high
school  and college games.  On September 13, 2000, the House Judiciary Committee
voted  19-9  in favor of banning wagering on college games.  For the proposal to
become  law  it will have to be voted on and passed by the full House and Senate
and  forwarded  to  the  President for signature.  The Company currently accepts
wagering  on  Olympic and college games.  The Company estimates that wagering on
college  sports  represents approximately 29% of its Nevada race and sports book
revenues.  The  passage of such legislation would likely have a material adverse
affect  upon  the  Company's  wagering  operations.

All  jurisdictions  that have legalized gaming require various licenses, permits
and  approvals  for  manufacturers  and  distributors  of  gaming  devices  and
equipment.  In  general, such requirements involve restrictions similar to those
of  Nevada.


                                       9

<PAGE>

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

This  report  on  Form 10-QSB contains certain forward-looking statements within
the meaning of section 21(e) of the Securities Exchange Act of 1934, as amended,
and  other  applicable securities laws.  All statements other than statements of
historical  fact  are  "forward-looking  statements"  for  purposes  of  these
provisions,  including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future  operation; any statements concerning proposed new products, services, or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the foregoing.  Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

In August 1995, American Wagering, Inc., a Nevada Corporation, was formed as the
holding  company  for  Leroy's  Horse and Sports Place. Leroy's was incorporated
under  the  laws of the State of Nevada on November 14, 1977.  Through a central
computer  system  located  at our Las Vegas headquarters, we operate a statewide
network  of sports and race wagering facilities in 41 casinos.  Leroy's offers a
"turn-key"  sports  and  race  wagering operation that allows casinos to satisfy
their  patrons  desire for sports and race wagering without bearing the risk and
overhead  associated  with  running  the  operation.  By combining volume from a
number  of  locations, we believe that Leroy's more effectively hedges risks and
more  efficiently  covers fixed overhead.  In addition, since Leroy's sports and
race  book  operation is our primary business, we believe that we are capable of
responding  more  quickly to customer needs, such as providing faster pay-off on
winning  tickets  presented  other  than  in  person.

In  October  1996,  we acquired Computerized Bookmaking Systems, Inc. ("CBS"), a
company  that designs, sells, rents, installs and maintains sports and race book
equipment,  software  and  computer  systems  for  the  sports betting industry.

We also own and operate Mega$ports (ACT) Pty. Ltd. ("Mega$ports (ACT)"), located
in  Canberra,  Australia,  an international wagering hub licensed to accept both
fixed  odds  and pari-mutuel interactive wagers on the telephone and Internet in
jurisdictions  that  permit  sports  betting  and  Internet  wagering.  However,
pursuant to an agreement reached with the Nevada Gaming Commission, we agreed to
divest  our  interest  in,  or  close,  this operation by July 25, 2002.  At the
present time, we are conducting contract negotiations with a potential purchaser
for the Mega$ports operation.  In the event that we cannot agree on satisfactory
terms  and/or  locate  another qualified purchaser, it is our intention to close
the  operation  prior to the July 25, 2002, deadline.  The Company has accounted
for  Mega$ports  (ACT)  as  a  discontinued  operation  as  of  April  30, 2002.

Our  primary  operating  strategy over the next twelve months is to focus on our
core  businesses  of  operating  race/sports  books  and
developing/selling/maintaining related systems in order to become more efficient
and to cut costs.  In Nevada, our strategy is to expand upon our current base of
41  books  and sell our new T-3 terminals and related maintenance contracts.  We
will  also  devote  some  of  our  resources  towards  developing a self-service
wagering terminal that we expect to complete in the fourth quarter of the fiscal
year  ending  January  31, 2003.  This new terminal would allow patrons to place
wagers  on  their own without the assistance of employees.  Patrons will be able
to  wager  24  hours  a  day  on  all available events.  The self-service sports
wagering  terminal would allow us to operate profitably


                                       10

<PAGE>

in  smaller  casinos  where  labor  costs  have  been prohibitive and to achieve
improved  efficiency  at  larger  casinos.

In  February  2002,  we  temporarily  ceased  keno operations to revise the keno
system.  Our  future  plans include redesigning the financial model for our Keno
operations  and  expanding our installation base and marketing efforts including
inter-casino  linked  progressive  jackpots  if  financial  resources  become
available.

We  will  continue  to  explore  possible new locations for sports and race book
facilities, including foreign jurisdictions. We will also continue our review of
existing  locations  in  order  to  close those locations that are not operating
efficiently.  Thus,  the  number  of  sports  and  race books operated by us may
decrease  in the future due to elimination of unprofitable locations, closure of
host  properties,  and  other  factors beyond our control. There is no assurance
that we will be able to add new locations and/or that any new locations so added
will  be  profitable.

RESULTS  OF  OPERATIONS


Revenues

Revenues  for  the three months ended April 30, 2002 decreased $55,333 (2.4%) to
$2,290,750  from  the three months ended April 30, 2001.  A decrease in wagering
revenues  of  $156,544  primarily  due  to  a decrease in the net win percentage
(revenues  divided  by handle) and a decrease in keno revenues of $29,513 due to
the  temporary closure of the keno operations, was offset by a $130,724 increase
in  Systems revenues primarily due to sales of the newly designed T-3 terminals.
The  operating  income  of  $150,619  for  2002  was  $156,077  better than 2001
primarily as a result of cost cutting measures associated with refocusing on our
core  business,  our  Nevada  race  and  sports  books  and  systems  sales  and
maintenance.

Wagering  Operations

Revenues  from  wagering  decreased  $156,544 (10.3%) to $1,356,904 in the first
three  months of 2002 as compared with the same three-month period in 2001.  The
decrease  was due to a reduction in the net win percentage to 7.1% for the three
months  ended  April  30, 2002 compared to 7.8% net win percentage for the three
months  ended  April  30,  2001,  and the loss of $49,541 in revenues due to the
closure of the Nevada pari-mutuel race location.  Handle was $19,220,119 for the
three  months  ending April 30, 2002, an increase of $504,030 (2.7%) as compared
with  the  same  three-month period of 2001.  The increase in wagering handle is
attributable  to  the  professional  football  championship  game  being held in
February  2002.  There  is no assurance that our handle will not decrease in the
future.  Elimination  of  unprofitable  locations,  closure  of host properties,
changes  in  state  and/or  federal  regulations,  and  other factors beyond our
control  may  result  in further declines in handle.  An increase or decrease in
handle  is  not  indicative  of  an  increase  or  decrease  in  net  win.


                                       11

<PAGE>

Wagering  operating  costs  which  includes  direct  cost,  selling, general and
administrative  and  depreciation  decreased  $43,819  (4.1%)  to  $1,012,920 as
compared  with  the  same  period in 2001.  The decrease in operating costs were
primarily  the  result  of  our  plan  to  implement  cost  cutting  measures.

Systems  Operations

Equipment and software license sales increased by $130,724 (16.6%) from the same
period  in  2001,  and our gross profit margin increased to 78.8% as a result of
lower  cost  of  sales  associated  with  the  newly  designed  T-3  terminals.
Maintenance  revenues increased $62,922 (10.2%) to $679,945 from the same period
in  2001  and  related  expenses  increased  $45,408  (6.7%)  to  $727,339.  CBS
equipment  sales  are  low  volume,  high  dollar sales based on the need of the
market,  which  is  limited based on the number of casinos that operate race and
sports  books.  Equipment  sales are not recurring like the maintenance fees, as
the  impetus  for a sale is outdated or expired equipment at existing casinos or
the  opening  of  a  new  sports  book.

Operating  Costs  and  Expenses

Comparative  operating  costs  and expenses for the three months ended April 30,
2002  decreased  $211,410  (9.0%)  to $2,140,131 as compared to the three months
ended  April  30,  2001.  This  figure  includes  an increase of $43,843 for T-3
terminal  equipment sold and an increase of $19,072 for research and development
increased  employee  wage and related expenses offset by a $274,325 reduction in
direct  costs  and  expenses,  selling,  general  and  administrative  costs and
depreciation  and  amortization.

Direct  Costs  and  Expenses

Direct  costs  and expenses of the wagering segment decreased $60,023 (6.0%) due
to a $24,746 reduction in employee wage and related expense, a $11,655 reduction
in  rent  expense,  a  $16,478  reduction  in tax and license expense, a $20,218
decrease  in  general  supply  purchases  offset  by  an  $13,074  increase  in
communication  and  other expenses.   The increase in the Systems segment direct
costs and expenses of $43,843 (12.5%) is primarily due to an $41,771 increase in
cost  of  goods  sold associated with the increase in equipment sales and a 0.7%
increase  in  other  direct expenses.  The decrease in the Keno direct costs and
expenses of $134,089 (82.4%) for the three months ended April 30, 2002 is due to
our  decision  to  temporarily  cease  our  keno  operations  in February, 2002.

Research  and  Development

In  the  three  months  ended  April  30,  2002,  Research and Development costs
increased  from  $198,185 to $217,257. The $19,072 (9.6%) increase for the three
months  ended  April  30,  2002  was  primarily  attributed  to a $18,517 (9.6%)
increase  in  employee  wages  and  related  expense.

Selling,  General  and  Administrative

The $60,123 (12.3%) decrease in selling, general and administrative expenses for
the  three  months  ended  April 30, 2002 was primarily due to a $50,705 (56.6%)
reduction  in  monies spent for outside services and other reductions associated
with  the  Company's  focus  on  reducing  expenditures.


                                       12

<PAGE>

Operating  income  (loss)

Operating  income for the three months ended April 30, 2002 improved $156,077 to
$150,619 from an operating loss of ($5,458) for the three months ended April 30,
2001.  The  increase  resulted  primarily  from  our efforts to reduce operating
costs  and  expenses  for all segments and increased system sales from the newly
designed  T-3  terminal.

Discontinued  Operations

On  July  26,  2001,  having  exhausted  previous  extensions, the Nevada Gaming
Commission  granted  the  Company  an  additional  extension  on  the closure or
divestiture  of  the  Mega$ports  (ACT)  subsidiary until July 25, 2002.  At the
present time, the Company is in contract negotiations with a potential buyer for
the  Mega$ports  (ACT)  operation.  In  the  event  the  Company cannot agree on
satisfactory  terms  and/or  find another suitable buyer, the Company intends to
close  the  operation  prior to the July 25, 2002 deadline and has accounted for
the  operation  as  discontinued  as  of  April  30,  2002.  In  accordance with
Statement  of  Financial  Accounting  Standards  No.  144,  Accounting  for  the
Impairment  or  Disposal  of  Long-Lived  Assets,  the  Company  will not make a
one-time  entry  to  accrue expected future losses from discontinued operations.
Rather,  the  Company will report any future losses from discontinued operations
in  the  periods  in  which  they  occur.

Results  from  discontinued operations are as follows for the three months ended
April  30:

                                    2002              2001
      Revenues                  $  28,232        $ (49,244)
      Operating expenses           85,338           63,588
                                ----------       -----------
      Loss from operations        (57,106)        (112,832)
      Interest income                 616            1,014
                                ----------       -----------
      Net loss                  $ (56,490)       $(111,818)
                                ==========       ===========

Net  income

Net  income  for  the  three  months  ended  April 30, 2002 of $106,933 improved
$234,507  (184%)  from a net loss of ($127,574) for the three months ended April
30,  2001.  The increase is the result of additional system sales from the newly
designed  T-3  terminal  and  our  efforts  to  reduce  operating  costs for all
segments.  Additionally,  there  were  no  losses  on asset dispositions for the
three  months  ended April 30, 2002 as compared to ($29,925) included in "Other,
net"  for  the  three  months  ended  April  30,  2001.

Liquidity  and  Capital  Resources

Cash  used in operating activities was $542,919 for the three months ended April
30,  2002  compared  to cash provided by operating activities of $96,095 for the
three  months  ended April 30, 2001.  This was primarily due to our concentrated
effort  on  payment  of  current  liabilities  associated  with the professional
football  championship  held  in  February 2002 and the purchase of T-3 terminal
inventory.  Net cash provided by investing activities for the three months ended
April  30,  2002 was $84,631 as compared to cash used in investing activities of
$170,143  for the three months ended April 30, 2001.


                                       13

<PAGE>


Net  cash used in financing activities for the three months ended April 30, 2002
was  $15,983 as compared to net cash used in financing activities of $54,093 for
the  three  months  ended  April  30,  2001.

We  have a working capital relationship of approximately 2 to 1 and believe that
we will be able to satisfy our operating cash requirements for at least the next
12  months  from  existing cash balances and anticipated cash flows.  We plan to
accumulate  cash  liquidity  in  2002  to  fund  possible effects of litigation,
seasonality  of  wagering  operations,  timing of system sales, and the possible
effects  of proposed legislation to ban wagering on amateur athletic events.  We
have possible negative cash flow exposures due to potential litigation judgments
in  cases  where  we are the named defendants.  Final judgments significantly in
excess  of  amounts  accrued  could  have  a  significant negative impact on our
existing  cash  balances  and  anticipated  cash  flows.



                                       14

<PAGE>

                           PART II - OTHER INFORMATION

Item  1.          Legal  Proceedings

Since  1995,  we have been in litigation with Mr. Michael Racusin who introduced
certain underwriters to us in connection with our initial public offering.  Upon
remand  for the appellate court, a trial date of September 16, 2002 has been set
to  determine  a cash remedy for Mr. Racusin.  A number of yet-to-be adjudicated
factors  might  impact  the outcome of this litigation, and, accordingly, we are
not able to fully determine the economic impact of these events at this time but
believe,  based  upon  the  advice of counsel, that an additional cash award may
range  from  approximately  $360,000  to  $1,700,000,  plus  accrued  interest.

Since  October  21,  1998, we have been in litigation with Imagineering Systems,
Inc.  ("ISI").  In  October  2000,  a  verdict was rendered and later a judgment
entered  in  favor  of  ISI  in  the  amount of approximately $897,000.  We have
appealed  this  judgment to the Nevada Supreme Court and believe, based upon the
advice  of  legal  counsel,  that  the  lower  end of the probable loss range is
substantially  less  than  this  judgment.

In  December  1999, the Nevada Gaming Control Board filed a complaint against us
alleging  we accepted a series of wagers over the Internet from a patron who was
physically  located  in  Las Vegas, Nevada and that such action violated of both
federal  and  Nevada  law.  In  July  2000,  without  admitting  or  denying the
allegations,  we entered into a settlement with the Nevada Gaming Commission and
paid a $10,000 fine and agreed to divest of all of our interests in our Internet
wagering  operation,  Mega$ports  (ACT)  Pty.  Ltd.  The Commission has given us
until  July  25, 2002 to complete this divestiture.  At the present time, we are
in  contract  negotiations  with  a  potential  purchaser  for  the  Mega$ports
operation.  In  the  event  we  cannot agree on satisfactory terms and/or locate
another  qualified  purchaser,  it  is  our  intention  to  close the Mega$ports
operation  prior  to  the  July  25,  2002  deadline.  As  of April 30, 2002 the
Mega$ports  operation has been accounted for as a discontinued operation.  We do
not  believe the outcome of the above-described proceedings will have a material
adverse  effect  on  our  future  financial  position  or  operations.

On October 9, 2001, Willow International Ventures Corporation ("Willow") filed a
civil  complaint  against  us  claiming,  among other things:  (1) Our federally
trademarked  name  "Mega$ports"  (used  in  the  United States and Australia) is
invalid; (2) Willow's ownership of the Internet domain "www.megasports.com"; (3)
Public  confusion  regarding  the  similarity  of  names; (4) Unfair competitive
practices  by  us; (5) False and misleading use of the trademark "Mega$ports" by
us;  (6) Violation of the Lanham Act by us; and (7) Damages in excess of $75,000
(the  exact  amount  to  be  determined  at  trial).  The economic impact of the
Mega$ports  claim  and  our counter claim cannot be determined at this time.  In
the  opinion  of management, based on the advice of counsel, the outcome of this
action  will  not  have  a material effect on our financial position, results of
operations  or  cash  flows.

The  ultimate disposition of these reported legal issues cannot be determined at
this time.  In accordance with Statement of Financial Accounting Standard No. 5,
"Accounting  for  Contingencies,"  we  have  recorded  an allowance for probable
losses  equal to the lower end of the estimated probable loss range (Note 6) and
we  periodically  revise  these  estimates  as  facts  and circumstances change.


                                       15

<PAGE>

Item  2.     Changes  in  Securities  and  Use  of  Proceeds

None

Item  3.     Defaults  Upon  Senior  Securities

None

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

None

Item  5.     Other  Information

None

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

None


                                       16

<PAGE>
                                   SIGNATURES

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

AMERICAN  WAGERING,  INC.

Dated  June  10,  2002


     /s/ Timothy F. Lockinger
By:  ________________________________________
     Timothy  F.  Lockinger
     Chief  Financial  Officer,  Secretary  and  Treasurer
     (Principle  Accounting  Officer)