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


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2002
                                       OR

          [ ] 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 0-2380

                               SPORTS ARENAS, INC.
             (Exact name of registrant as specified in its charter)


                               Delaware 13-1944249
               (State of Incorporation) (I.R.S. Employer I.D. No.)


             7415 Carroll Road, Suite C, San Diego, California 92121
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (858) 408-0364




Indicate  by check  mark  whether  the  registrant:  (1) has 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
registrant was required to file such reports);  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _

The number of shares outstanding of the issuer's only class of common stock
($.01 par value) as of April 30, 2002 was 27,250,000 shares.

<PAGE>

                               SPORTS ARENAS, INC.

                                    FORM 10-Q

                          QUARTER ENDED MARCH 31, 2002

                                      INDEX



Part I - Financial Information:


Item 1.- Consolidated Condensed Financial Statements:

         Unaudited Balance Sheets as of March 31, 2002
            and June 30, 2001 .........................................  1-2

         Unaudited Statements of Operations for the Three
            Months Ended March 31, 2002 and 2001 ......................   3

         Unaudited Statements of Operations for the Nine Months Ended
                   March 31, 2002 and 2001 ............................   4

         Unaudited Statements of Cash Flows for the Nine Months Ended
                   March 31, 2002 and 2001 ...........................    5

         Notes to Financial Statements ...............................   6-10


Item 2.- Management's Discussion and Analysis of Financial Condition
                   and Results of Operations .........................  11-16

Item 3.- Quantitative and Qualitative Disclosures about Market Risk ..   16

Part II - Other Information ..........................................   17


Signatures ..........................................................    18





<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
                                   (Unaudited)


                                                   March 31,      June 30,
                                                    2002            2001
                                               ------------    ------------

Current assets:
   Cash and cash equivalents ...............   $    132,984    $    515,204
   Receivables .............................        416,388         324,912
   Inventories .............................        681,398         585,111
   Prepaid expenses ........................         35,614          61,365
                                               ------------    ------------
      Total current assets .................      1,266,384       1,486,592
                                               ------------    ------------

Receivables due after one year:
   Note receivable- affiliate, net .........           --              --
                                               ------------    ------------

Property and equipment, at cost:
   Equipment and leasehold improvements ....      2,345,406       2,345,406
      Less accumulated depreciation
       and amortization ....................     (1,234,128)     (1,060,626)
                                               ------------    ------------
       Net property and equipment ..........      1,111,278       1,284,780
                                               ------------    ------------

Other assets:
   Intangible assets, net ..................         46,605         150,657
   Investments .............................        312,446         405,446
   Other ...................................         90,699         120,999
                                               ------------    ------------
                                                    449,750         677,102
                                               ------------    ------------

                                               $  2,827,412    $  3,448,474
                                               ============    ============



                                       1
<PAGE>



                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                                   (Unaudited)


                                                  March 31,       June 30,
                                                    2002            2001
                                               ------------    ------------


Current liabilities:
   Notes payable-short term, related party .   $    445,000    $  1,250,000
   Current portion of long-term debt .......         13,000          32,000
   Accounts payable ........................        719,313         708,307
   Accrued payroll and related expenses ....        246,246         195,367
   Accrued interest ........................        267,032         203,578
   Other liabilities .......................        156,998         183,466
                                               ------------    ------------
      Total current liabilities ............      1,847,589       2,572,718
                                               ------------    ------------

Long-term debt, excluding current portion ..          7,091          13,942
                                               ------------    ------------

Distributions received in excess of
   basis in investment .....................     17,558,810      15,792,373
                                               ------------    ------------

Other liabilities ..........................        180,000         144,000
                                               ------------    ------------

Minority interest in consolidated subsidiary        827,677         852,677
                                               ------------    ------------


Shareholders' deficit:
   Common stock, $.01 par value, 50,000,000
     shares authorized, 27,250,000 shares
     issued and outstanding ................        272,500         272,500
   Additional paid-in capital ..............      1,730,049       1,730,049
   Accumulated deficit .....................    (17,304,812)    (15,638,293)
                                               ------------    ------------
                                                (15,302,263)    (13,635,744)
   Less note receivable from shareholder ...     (2,291,492)     (2,291,492)
                                               ------------    ------------

     Total shareholders' deficit ...........    (17,593,755)    (15,927,236)
                                               ------------    ------------

Commitments and contingencies (Note 5)

                                               $  2,827,412    $  3,448,474
                                               ============    ============









                See accompanying notes to consolidated condensed
                             financial statements.

                                       2
<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

                                                   2002            2001
                                               ------------    ------------
Revenues:
   Bowling .................................   $    516,454    $    534,812
   Rental ..................................         54,860          65,331
   Golf ....................................        741,226         419,576
   Other ...................................        139,059          34,618
   Other-related party .....................         46,659          44,763
                                               ------------    ------------
                                                  1,498,258       1,099,100
                                               ------------    ------------
Costs and expenses:
   Bowling .................................        362,329         429,419
   Rental ..................................         54,841          59,383
   Golf ....................................        722,769         661,116
   Development .............................           --            42,021
   Selling, general, and administrative ....        680,971         832,247
   Depreciation and amortization ...........         71,189          63,254
   Impairment loss on deferred lease costs .          3,000            --
                                               ------------    ------------
                                                  1,895,099       2,087,440
                                               ------------    ------------

Loss from operations .......................       (396,841)       (988,340)
                                               ------------    ------------

Other income (charges):
   Investment income-related party .........           (257)          8,529
   Investment income-other .................           --             1,609
   Interest expense:
    Development activities .................           --           (77,159)
     Other and amortization of finance costs        (26,325)        (50,483)
   Equity in income of investees ...........         14,729          74,929
                                               ------------    ------------
                                                    (11,853)        (42,575)
                                               ------------    ------------

Net loss ...................................   $   (408,694)   $ (1,030,915)
                                               ============    ============


Basic and diluted net loss per common share
 (based on 27,250,000 weighted average
 common shares outstanding) ................       $(0.01)        $(0.04)
                                                   =======        =======






                See accompanying notes to consolidated condensed
                             financial statements.


                                       3
<PAGE>

                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

                                                    2002            2001
                                               ------------    ------------
Revenues:
   Bowling .................................   $  1,346,222    $  1,781,075
   Rental ..................................        172,258         388,078
   Golf ....................................      1,528,725         950,205
   Other ...................................        294,834         113,052
   Other-related party .....................        139,043         133,555
                                               ------------    ------------
                                                  3,481,082       3,365,965
                                               ------------    ------------
Costs and expenses:
   Bowling .................................      1,028,624       1,472,475
   Rental ..................................        170,758         203,534
   Golf ....................................      1,628,971       1,726,131
   Development .............................           --           127,013
   Selling, general, and administrative ....      1,990,108       2,484,598
   Depreciation and amortization ...........        214,041         228,065
   Impairment loss on deferred lease costs .         44,915            --
                                               ------------    ------------
                                                  5,077,417       6,241,816
                                               ------------    ------------

Loss from operations .......................     (1,596,335)     (2,875,851)
                                               ------------    ------------

Other income (charges):
   Investment income:
     Related party .........................         15,971          15,792
     Other .................................          1,807           1,609
   Interest expense:
     Development activities ................           --          (207,438)
     Other and amortization of finance costs        (74,410)       (341,157)
   Gain on sale of office building .........           --         2,764,483
   Gain on sale of bowling center building .           --           482,487
   Equity in income (loss) of investees ....        (13,552)        180,374
                                               ------------    ------------
                                                    (70,184)      2,896,150
                                               ------------    ------------


Net income (loss) ..........................   $ (1,666,519)   $     20,299
                                               ============    ============


Basic and diluted net income (loss) per common
    share (based on 27,250,000 weighted
    average common shares outstanding) .....       $(0.06)        $0.00
                                                   =======        =====


                See accompanying notes to consolidated condensed
                             financial statements.

                                       4
<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

                                                    2002            2001
                                               ------------    ------------
Cash flows from operating activities:
  Net income (loss) ........................   $ (1,666,519)   $     20,299
  Adjustments to reconcile net income (loss)
   to the net cash used by operating
   activities:
      Amortization of deferred financing costs         --            18,846
      Depreciation and amortization ........        214,041         228,065
      Equity in (income) loss of investees .         13,552        (180,374)
      Deferred income ......................         36,000          36,000
      Impairment loss on deferred lease costs        44,915            --
      Gain on sale of assets ...............           --        (3,246,970)
      Interest accrued on assessment district
        obligations ........................           --           207,438
    Changes in assets and liabilities:
      Increase in receivables ..............        (91,476)        (20,792)
      Increase in inventories ..............        (96,287)        (50,055)
     Decrease in prepaid expenses ..........         25,751          63,259
      Increase (decrease) in accounts payable        11,006         (39,678)
      Increase in accrued expenses .........         87,865         549,950
      Other ................................         58,263          28,996
                                               ------------    ------------
        Net cash used by operating activities    (1,362,889)     (2,385,016)
                                               ------------    ------------

Cash flows from investing activities:
   Decrease in notes receivable ............           --            73,866
   Capital expenditures ....................           --          (375,039)
   Increase in development costs on
     undeveloped land ......................           --           (30,755)
   Proceeds from sale of office building ...           --         1,662,337
   Proceeds from bowling center building ...           --         2,047,328
   Distribution to holder of minority interest      (25,000)           --
   Distributions from investees ............      1,805,820       1,059,000
   Proceeds from assignment of subleasehold
     interest ..............................         30,700            --
   Contributions to investees ..............           --          (200,000)
                                               ------------    ------------
        Net cash provided by investing
          activities .......................      1,811,520       4,236,737
                                               ------------    ------------

Cash flows from financing activities:
   Scheduled principal payments on
     long-term debt ........................        (25,851)       (179,029)
   Extinguishment of long-term debt ........           --        (1,650,977)
   Proceeds from short-term notes payable ..        450,000       1,200,000
   Payments on short-term notes payable ....     (1,255,000)       (950,000)
   Other ...................................           --           (22,598)
                                               ------------    ------------
       Net cash used by financing activities       (830,851)     (1,602,604)
                                               ------------    ------------

Net increase (decrease) in cash and
   cash equivalents ........................       (382,220)        249,117
Cash and cash equivalents, beginning of year        515,204          13,961
                                               ------------    ------------
Cash and cash equivalents, end of year .....   $    132,984    $    263,078
                                               ============    ============

     See accompanying notes to consolidated condensed financial statements.

                                       5
<PAGE>

                      SPORTS ARENAS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)

1.   The  information   furnished  reflects  all  adjustments  which  management
     believes are  necessary  to a fair  statement  of the  Company's  financial
     position, results of operations and cash flows for the interim periods. All
     adjustments were of a normal recurring nature.

2.   Certain  prior  period  amounts  have been  reclassified  to conform to the
     presentation used in the current period.

3.   Due to the  seasonal  fluctuations  of the  bowling  and  golf  club  shaft
     manufacturing  operations,  the financial  results for the interim  periods
     ended March 31, 2002 and 2001, are not necessarily indicative of operations
     for the entire year.

4. Investments:
    (a) Investments consist of the following:
                                                      March 31,     June 30,
                                                         2002         2001
                                                     -----------  -----------
     Vail Ranch Limited Partnership
       (equity method) ..............................$   312,446  $   405,446
                                                     ===========  ===========
     Investment in UCV, L.P. classified
      as liability- Distributions received
      in excess of basis in investment ..............$17,558,810  $15,792,373
                                                     ===========  ===========

     The  following  is a  summary  of  the  equity  in  income  (loss)  of  the
     investments  accounted for by the equity method for the nine-month  periods
     ended March 31,:
                                            2002        2001
                                         --------    --------
        UCV, L.P. ....................   $ 79,448    $225,374
        Vail Ranch Limited Partnership    (93,000)    (45,000)
                                         --------    --------
                                         $(13,552)   $180,374
                                         ========    ========

     The following is a summary of distributions received from investees for the
     nine-month periods ended March 31,:
                                            2002          2001
                                         ----------    ----------
        UCV, L.P. ....................   $1,805,820    $1,059,000
        Vail Ranch Limited Partnership         --            --
                                         ----------    ----------
                                         $1,805,820    $1,059,000
                                         ==========    ==========

    (b) Investment in UCV, L.P.

     The operating  results of this investment are included in the  accompanying
     consolidated   condensed   statements   of   operations   based   upon  the
     partnership's  fiscal  year (March 31).  Summarized  information  from UCV,
     L.P.'s (UCV)  unaudited  statements of income for the nine and  three-month
     periods ended December 31, 2001 and 2000 are as follows:

                                        Nine Months            Three Months
                                 ---------------------- ---------------------
                                     2002       2001       2002        2001
                                 ----------  ---------- ---------- ----------
        Revenues                 $4,048,000  $3,792,000 $1,365,000 $1,271,000
        Operating and general
          and administrative
          costs                   1,255,000   1,226,000    414,000    377,000
        Depreciation                 13,000      16,000      6,000      5,000
        Interest expense          2,621,000   2,099,000    876,000    709,000
        Net income                  159,000     451,000     69,000    180,000

     As disclosed in the annual financial statements for the year ended June 30,
     2001, the Company performs management services and development services for
     UCV pursuant to separate agreements with UCV. The Company believes that the
     terms of these  agreements are no less favorable to the Company or UCV than
     could be obtained with an independent third party.

                                       6
<PAGE>

     In March 2002, UCV refinanced its  $33,000,000  note payable with two loans
     totaling $38,000,000.  Each of the loans matures April 1, 2003 but provides
     for a six month extension upon meeting certain financial criteria.

     The first deed of trust is  $36,000,000  and provides for monthly  payments
     equal to interest plus principal based on a 30 year amortization  schedule.
     Interest is based on an annual  interest rate of 300 basis points above the
     greater of the 30-Day  LIBOR rate or 2.4  percent,  adjusted  monthly.  The
     current  monthly  payment of principal and interest is $202,151  based on a
     5.4%  annual  interest  rate.  The loan may be  repaid  in full at any time
     subject to a fee of one percent if paid within the first six months and .75
     percent  thereafter.  UCV  paid a fee to cap the  base  rate of  LIBOR at 4
     percent,  which  effectively  caps the maximum  interest  rate charged at 7
     percent over the term. This note is collateralized by UCV's land, buildings
     and leases.

     The second deed of trust is $2,000,000 and provides for monthly payments of
     interest only at an annual rate of 12-1/2 percent.  This loan may be repaid
     in full at any  time  subject  to a fee  equal  to the  difference  between
     $185,000 and the amount of interest paid from  inception to the loan payoff
     date. This loan is collateralized by UCV's land, buildings,  and leases and
     the ownership interests of UCV's partners.

     The proceeds of the new loans,  after  extinguishing  the $33,000,000  note
     payable  were   utilized  to:  pay  loan  costs  of   $1,129,544   and  pay
     distributions to the partners of $3,400,000 in March 2002.

     The refinancing  resulted in charges of $335,042 related to the unamortized
     portion of  deferred  loan costs  related  to the old note  payable.  These
     charges were classified as an  extraordinary  loss from  extinguishment  of
     debt in the financial  statements of UCV in its fourth quarter ending March
     31, 2002.  The Company's  equity in the  extraordinary  loss of UCV will be
     recorded in the Company's fourth quarter ending June 30, 2002.

5. Intangible Assets:

     On March 20, 2002, the Company subsidiary,  Downtown Properties Development
     Corporation (DPDC),  transferred  ownership of its sublessor interests in a
     parcel of land that is  subleased  to  individual  owners of a  condominium
     project  based on  agreements  entered into in October 2001 and approved by
     the  Bureau of Indian  Affairs  on March 20,  2002.  DPDC  received  a note
     receivable of $37,500 as consideration for the sublessor interest that DPDC
     then assigned to the master lessors for a reduction in amounts owed by DPDC
     to the master  lessors.  DPDC still owes the master  lessors  $66,424  plus
     interest from November 1, 2001.  Once this amount is paid, the Company will
     be released from any further  liability under the master lease. As a result
     of these agreements,  the Company recorded a $44,915  impairment loss for a
     portion of the  unamortized  balance  ($75,615) of the deferred lease costs
     related to this sublessor interest and discontinued amortizing the deferred
     lease costs effective October 2001.

     The  following  is a summary of the  results  from  operations  of the Palm
     Springs sublease included in the financial statements in the three and nine
     month periods:
                                        Three Months           Nine Months
                                     -------------------   -------------------
                                       2002       2001       2002      2001
                                     --------    -------   --------   --------
          Rents                      $ 36,000    $41,000   $119,000   $124,000
          Costs                        36,000     40,000    116,000    122,000
          Impairment loss               3,000        --      45,000        --
          Depreciation                    --         --         --       1,000
                                     --------    -------   --------   --------
          Income from operations       (3,000)     1,000    (42,000)     1,000
          Interest expense                --         --       2,000        --
                                      -------    -------    -------   --------
          Income from continuing
             operations              $ (3,000)   $ 1,000   $(44,000)     1,000
                                     ========    =======   ========   ========

                                       7
<PAGE>

6. Contingencies:

     The Company is involved in various routine litigation and disputes incident
     to its business.  In management's  opinion,  based in part on the advice of
     legal counsel, none of these matters will have a material adverse effect on
     the Company's financial position.

7. Short-term notes payable:

     On November 15, 2001, the Company borrowed an additional  $150,000 from the
     Company's  partner in UCV. In March 2002 the Company  paid  $955,000 of the
     note payable.

     As disclosed in the financial  statements for the year ended June 30, 2001,
     the Company has received other loans from this partner.  Although the terms
     of these  loans  are  likely to be  comparable  to the loan  terms  from an
     independent  third party,  it is unlikely  that the Company  could obtain a
     similar loan from an independent third party.

     On January 11, 2002,  the Company  borrowed  $300,000 from Harold S. Elkan,
     the  Company's   President   and,   indirectly,   the  Company's   majority
     shareholder,  pursuant to a short term loan agreement that is due on demand
     but no later than April 5, 2002.  The loan bears  interest  at ten  percent
     (10%) per annum and is payable monthly. Although the terms of this note are
     likely to be comparable to the loan terms from an independent  third party,
     it is  unlikely  that the  Company  could  obtain a  similar  loan  from an
     independent third party. The note was paid in March 2002.

7. Other:

     On  January  1,  2002,  the  Company  agreed to extend  the due date of the
     unsecured loans to Harold S. Elkan from January 1, 2002 to January 1, 2003.

8. Business segment information:

     The  Company  operates  principally  in  four  business  segments:  bowling
     centers,  commercial real estate rental, real estate development,  and golf
     club  shaft  manufacturing.  Other  revenues,  which  are  not  part  of an
     identified  segment,  consist of property  management and development  fees
     (earned from both a property 50 percent owned by the Company and a property
     in which the  Company  has no  ownership)  and  commercial  brokerage.  The
     following is  summarized  information  about the  Company's  operations  by
     business segment.

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                  Real Estate   Real Estate                   Unallocated
                                      Bowling        Rental     Development        Golf        And Other       Totals
                                   ------------   ------------  ------------   ------------   ------------   ------------
NINE MONTHS ENDED MARCH 31, 2002:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $ 1,346,222    $   172,258   $      --      $ 1,528,725    $   433,877    $ 3,481,082
Depreciation and amortization...         7,470         40,539          --          128,322         37,710        214,041
Interest expense ...............          --            1,662          --             --           72,748         74,410
Equity in income (loss) of
  investees ....................          --           79,448       (93,000)          --             --          (13,552)
Impairment loss.................          --           44,915          --             --             --           44,915
Segment profit (loss) ..........        47,459         (6,168)      (97,000)    (1,461,302)      (167,286)    (1,684,297)
Investment income ..............                                                                                  17,778
Net loss .......................                                                                              (1,666,519)
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 2001:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $ 1,781,075    $   421,063   $      --      $   950,205    $   246,607    $ 3,398,950
Depreciation and amortization...        33,075         57,270          --          107,489         30,231        228,065
Interest expense ...............        91,117         80,993       207,438          4,193        164,854        548,595
Equity in income (loss) of
  investees ....................          --          225,374       (45,000)          --             --          180,374
Gain on sale ...................       482,487      2,764,483          --             --             --        3,246,970
Segment profit (loss) ..........       207,504      3,054,123      (396,451)    (2,373,370)      (488,908)         2,898
Investment income ..............                                                                                  17,401
Net income .....................                                                                                  20,299
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2002:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   516,454    $    54,860   $      --      $   741,226    $   185,718    $ 1,498,258
Depreciation and amortization...         2,490         13,355          --           42,774         12,570         71,189
Interest expense ...............          --             --            --             --           26,325         26,325
Equity in income (loss) of
 investees .....................          --           34,729       (20,000)          --             --           14,729
Impairment loss.................          --            3,000          --             --             --            3,000
Segment profit (loss) ..........        61,845         18,393       (20,000)      (485,721)        17,046       (408,437)
Investment income ..............                                                                                     257
Net loss .......................                                                                                (408,694)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2001:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   534,812    $    65,331   $      --      $   419,576    $    79,381    $ 1,099,100
Depreciation and amortization...         2,490         13,829          --           36,858         10,077         63,254
Interest expense ...............          --             --          77,159            816         49,667        127,642
Equity in income (loss) of
 investees .....................          --           89,929       (15,000)          --             --           74,929
Segment profit (loss) ..........       (14,840)        82,048      (140,180)      (845,460)      (122,621)    (1,041,053)
Investment income ..............                                                                                  10,138
Net loss .......................                                                                              (1,030,915)
</TABLE>
                                    Nine Months              Three Months
                              -----------------------   -----------------------
                               2002          2001         2002         2001
                            ----------    ----------   ----------    ----------
Revenues per segment .......$3,481,082    $3,398,950   $1,498,258    $1,099,100
Intercompany rent eliminated      --         (32,985)        --            --
                            ----------    ----------   ----------    ----------
Consolidated revenues ......$3,481,082    $3,365,965   $1,498,258    $1,099,100
                            ==========    ==========   ==========    ==========

                                       9
<PAGE>


9. Liquidity

     The  accompanying  consolidated  condensed  financial  statements have been
     prepared assuming the Company will continue as a going concern. The Company
     has suffered  recurring losses,  has a working capital  deficiency,  and is
     forecasting  negative  cash flows for the next twelve  months.  These items
     raise  substantial doubt about the Company's ability to continue as a going
     concern.  The Company's ability to continue as a going concern is dependent
     on either  refinancing  or selling  certain  real estate  assets  obtaining
     additional investors in its subsidiary,  Penley Sports, or increases in the
     sales  volume  of  Penley  Sports.  The  consolidated  condensed  financial
     statements  do  not  contain  adjustments,  if  any,  including  diminished
     recovery  of  asset  carrying   amounts,   that  could  arise  from  forced
     dispositions and other insolvency costs.




                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS:

                         Liquidity and Capital Resources
                         -------------------------------
The  independent  auditors'  report dated September 7, 2001 included in our June
30,  2001  Annual  Report  on Form  10-K  contained  the  following  explanatory
paragraph:

     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming that the Company will continue as a going concern. As discussed in
     Note 14 to the consolidated financial statements,  the Company has suffered
     recurring  losses,  has a  working  capital  deficiency  and  shareholders'
     deficit,  and is forecasting  negative cash flows from operating activities
     for the next twelve months.  These items raise  substantial doubt about the
     Company's  ability to continue as a going  concern.  Management's  plans in
     regard to these  matters are also  described  in Note 14. The  consolidated
     financial  statements do not include any adjustments that might result from
     the outcome of this uncertainty.

Management estimates negative cash flow of $100,000 to $300,000 in total for the
remaining  quarter of the year ending June 30,  2002 from  operating  activities
after deducting capital expenditures and principal payments on notes payable and
adding estimated distributions from UCV.

The  short-term  loan from the  Company's  partner in UCV is due on demand.  The
Company is exploring selling its partner a portion of the Company's  interest in
UCV in satisfaction of the remaining loan obligations.  At this point management
is unable to assess the likelihood a transaction will be consummated.

Management  expects  continuing  cash flow deficits until Penley Sports develops
sufficient  sales  volume  to  become  profitable.  Although,  there  can  be no
assurances  that  Penley  Sports  will  ever  achieve   profitable   operations,
management  estimates that a combination of continued  increases in the sales of
Penley Sports and reduction of its operating  costs will result in Penley Sports
and the Company achieving a breakeven level of operations at the end of the next
two quarters.

Management is currently  evaluating  other sources of working capital  including
the  sale  of  assets  or  obtaining  additional  investors  in  Penley  Sports.
Management  has not assessed the likelihood of any other sources of long-term or
short-term  liquidity.  If the  Company is not  successful  in  obtaining  other
sources of working  capital  this  could have a material  adverse  effect on the
Company's ability to continue as a going concern.  However,  management believes
it will be able to meet its financial obligations for the next twelve months.

The Company has a working capital  deficit of $581,205 at March 31, 2002,  which
is a $504,921  decrease from the working  capital  deficit of $1,086,126 at June
30, 2001. The decrease in working capital  deficit is primarily  attributable to
the  distributions  the Company received from UCV which were partially offset by
the cash used by operating  activities  for the nine months ended March 31, 2002
and  repayments  of short term debt.  The  following  is a schedule  of the cash
provided (used) before changes in assets and liabilities, segregated by business
segments:
                                           2002           2001       Change
                                       -----------    -----------  -----------
Bowling ............................   $    55,000    $  (226,000) $   281,000
Rental .............................          --          119,000     (119,000)
Golf ...............................    (1,334,000)    (2,260,000)     926,000
Development ........................        (4,000)      (144,000)     140,000
General corporate expense and other        (76,000)      (405,000)     329,000
                                       -----------    -----------  -----------
Cash used by continuing operations .    (1,359,000)    (2,916,000)   1,557,000
Capital expenditures, net of financing        --         (406,000)     406,000
Principal payments on long-term debt       (26,000)      (179,000)     153,000
                                       -----------    -----------  -----------
Cash used ..........................    (1,385,000)    (3,501,000)   2,116,000
                                       ===========    ===========  ===========

Distributions received from investees    1,806,000      1,059,000      747,000
                                       ===========    ===========  ===========

                                       11
<PAGE>

                          Critical Accounting Policies
                          ----------------------------
In  response to the SEC's  release No.  33-8040,  "Cautionary  Advice  Regarding
Disclosure About Critical Accounting  Policies",  the Company has identified its
most  critical  accounting  policy as that related to the carrying  value of its
long-lived  assets.  Any event or circumstance  that indicates to the Company an
impairment  of the fair  value of any asset is  recorded  in the period in which
such event or circumstance becomes known to the Company.  During the nine months
ended March 31, 2002 no such event or  circumstance  occurred that would, in the
opinion of management, signify the need for a material reduction in the carrying
value of any of the Company's assets,  except as it relates to the impairment of
the deferred lease costs.

                          New Accounting Pronouncements
                          -----------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, Business Combinations.  SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. The Company is required to adopt the
provisions  of SFAS No. 141  immediately.  The adoption of SFAS No. 141 will not
have a material effect on the Company's financial statements.

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  SFAS No. 142 will require  that  goodwill  and  intangible  assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance  with the provisions of SFAS No. 142.
SFAS No. 142 will also require that intangible assets with definite useful lives
be amortized over their  respective  estimated  useful lives to their  estimated
residual  values,  and reviewed for impairment in accordance  with SFAS No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Be Disposed  Of. The Company is required to adopt  Statement  No. 142  effective
July 1, 2002.  As of March 31,  2002,  the Company  does not have any  goodwill,
intangible assets or unamortized negative goodwill. The Company does not believe
SFAS No. 142 will have a material impact on the Company's financial statements.

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  SFAS No. 143 is  effective  for  financial  statements  issued for
fiscal years beginning after June 15, 2002 and requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred  if a  reasonable  estimate of fair value can be made.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived  asset.  The Company does not believe SFAS No. 143 will have a
material impact on the Company's financial statements.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets,  which supersedes both SFAS No. 121,  Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of and the accounting and reporting  provisions of APB Opinion No. 30, Reporting
the Results of  Operations--Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions  (Opinion  30),  for the  disposal  of a segment of a business  (as
previously defined in that Opinion). SFAS 144 retains the fundamental provisions
in SFAS 121 for recognizing and measuring impairment losses on long-lived assets
held  for use and  long-lived  assets  to be  disposed  of by sale,  while  also
resolving  significant  implementation  issues  associated  with SFAS  121.  The
provisions of SFAS No. 144 are effective  for  financial  statements  issued for
fiscal years beginning after December 15, 2001.

Management  does not expect the adoption of SFAS No. 144 for  long-lived  assets
held for use to have a material  impact on the  Company's  financial  statements
because the impairment  assessment under SFAS No. 144 is largely  unchanged from
SFAS No. 121. The  provisions of the Statement for assets held for sale or other
disposal generally are required to be applied  prospectively  after the adoption
date to  newly  initiated  disposal  activities.  Therefore,  management  cannot
determine  the  potential  effects  that  adoption  of SFAS 144 will have on the
Company's financial statements.

                                       12
<PAGE>

              "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
                          LITIGATION REFORM ACT OF 1995

With the  exception  of  historical  information  (information  relating  to the
Company's  financial  condition and results of operations at historical dates or
for historical periods),  the matters discussed in this Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations  are forward-
looking  statements that  necessarily  are based on certain  assumptions and are
subject to certain risks and uncertainties. These forward-looking statements are
based on management's  expectations as of the date hereof,  and the Company does
not  undertake  any  responsibility  to update  any of these  statements  in the
future.  Actual future  performance and results could differ from that contained
in or suggested by these  forward-looking  statements as a result of the factors
set forth in this  Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations  and  elsewhere  in the  Company's  filings  with the
Securities and Exchange Commission.


                              Results of Operations
                              ---------------------
The  following is a summary of the changes in the results of  operations  of the
nine and three-month periods ended March 31, 2002 compared to the same period in
2001 and a discussion of the significant changes:
<TABLE>
<CAPTION>
                  Nine Months Ended March 31, 2002 versus 2001
                 ----------------------------------------------
                                                   Rental      Real Estate                  Unallocated
                                   Bowling       Operation     Development       Golf         And Other      Totals
                                 -----------    -----------    -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>            <C>            <C>
Revenues .....................   $  (434,853)   $  (248,805)          --      $   578,520    $   187,270    $    82,132
Costs ........................      (443,851)       (32,776)      (127,013)       (97,160)          --         (700,800)
SG&A-direct ..................      (134,658)          --             --         (227,028)      (165,789)      (527,475)
SG&A-allocated ...............       (62,064)       (15,000)       (13,000)       (26,000)       116,064           --
Depreciation and amortization        (25,605)       (16,731)          --           20,833          7,479        (14,024)
Impairment loss ..............          --           44,915           --             --             --           44,915
Interest expense .............       (91,117)       (79,331)      (207,438)        (4,193)       (92,106)      (474,185)
Equity in investees ..........          --         (145,926)       (48,000)          --             --         (193,926)
Gain on sale .................      (482,487)    (2,764,483)          --             --             --       (3,246,970)
Segment profit (loss) ........      (160,045)    (3,060,291)       299,451        912,068        321,622     (1,687,195)
Investment income ............                                                                                      377
Loss from operations .........                                                                               (1,686,818)
</TABLE>

<TABLE>
<CAPTION>
                  Three Months Ended March 31, 2002 versus 2001
                  ---------------------------------------------
                                   Rental      Real Estate                                  Unallocated
                                   Bowling       Operation     Development       Golf         And Other        Totals
                                 -----------    -----------    -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>            <C>            <C>
Revenues .....................   $   (18,358)   $   (10,471)          --      $   321,650    $   106,337    $   399,158
Costs ........................       (67,090)        (4,542)       (42,021)        61,653           --          (52,000)
SG&A-direct ..................       (19,856)          --             --         (105,842)       (25,578)      (151,276)
SG&A-allocated ...............        (8,097)          --           (6,000)         1,000         13,097           --
Depreciation and amortization           --             (474)          --            5,916          2,493          7,935
Impairment loss ..............          --            3,000           --             --             --            3,000
Interest expense .............          --             --          (77,159)          (816)       (23,342)      (101,317)
Equity in investees ..........          --          (55,200)        (5,000)          --             --          (60,200)
Segment profit (loss) ........        76,685        (63,655)       120,180        359,739        139,667        632,616
Investment income ............                                                                                  (10,395)
Income from operations .......                                                                                  622,221
</TABLE>
     Note:The change in rental  revenues  and SG&A  expenses  do not include the
          effect  of the net  change  in  elimination  of  intercompany  rent of
          $32,985 in the nine month period.

                                       13
<PAGE>

BOWLING OPERATIONS:
-------------------
The segment  includes the  operations  of two bowling  centers,  Valley Bowl and
Grove Bowl. On December 21, 2000,  the Company  closed the  operations of Valley
Bowl in  conjunction  with the sale of the real estate on December 29, 2000. The
following  is a summary  by  bowling  center of the  changes  in the  results of
operations for the nine and three-month periods ended March 31, 2002 compared to
the same periods in 2001:
<TABLE>
<CAPTION>
                                                      Nine-Month Period                        Three-Month Period
                                             -----------------------------------    -----------------------------------
                                               Grove        Valley      Combined      Grove       Valley      Combined
                                             ---------    ---------    ---------    ---------    ---------    ---------
<S>                                          <C>          <C>           <C>         <C>          <C>          <C>
Revenues .................................   $  (3,379)   $(431,474)    (434,853)   $ (17,757)   $    (601)   $ (18,358)
Costs ....................................    (124,016)    (319,835)    (443,851)     (64,366)      (2,724)     (67,090)
SG&A-direct ..............................     (59,406)     (75,252)    (134,658)     (20,253)         397      (19,856)
SG&A-allocated ...........................     (32,364)     (29,700)     (62,064)      (8,697)         600       (8,097)
Depreciation and amortization ............        --        (25,605)     (25,605)        --           --           --
Interest expense .........................        --        (91,117)     (91,117)        --           --           --
Gain on sale .............................        --       (482,487)    (482,487)        --           --           --
Segment profit (loss) ....................     212,407     (372,452)    (160,045)      75,559        1,126       76,685
</TABLE>

The following is a comparison  of the  operations of the Grove Bowl to the prior
year. The number of games bowled  decreased by 14% in each of the nine and three
month periods in 2002. This decrease was partially  offset by an increase in the
average  price  received  for games  bowled of 12% in each of the nine and three
month periods in 2002.  Bowl costs decreased in the nine and three month periods
in 2002  primarily  due to decreases in utility  rates of $95,000 and $32,000 in
the nine and three month  periods of 2002,  respectively.  SG&A costs  decreased
primarily due to decreases in payroll ($34,000 and $23,000 in the nine and three
month  periods,  respectively)  and promotion  costs  ($19,000 in the nine month
period).

RENTAL OPERATIONS:
------------------
This segment  includes the  operations of the office  building sold December 28,
2000,  the equity in income of the  operation  of a 542 unit  apartment  project
(UCV), a subleasehold  interest in land underlying a condominium project,  which
was  assigned to a third  party  effective  March 20,  2002,  the  sublease of a
portion  of the  Penley  factory  and  other  miscellaneous  rents  received  on
undeveloped land, which was sold in May 2001.

The following is a summary of the changes in operations:
<TABLE>
<CAPTION>
                                                      Nine Month Period                        Three Month Period
                                            -----------------------------------------    -----------------------------------------
                                               Office          Other        Combined       Office          Other       Combined
                                            -----------    -----------    -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>            <C>                <C>
Revenues ................................   $  (243,521)   $    (5,284)   $  (248,805)          --      $   (10,471)       (10,471)
Costs ...................................       (52,734)        19,958        (32,776)        (1,283)        (3,259)        (4,542)
SG&A-allocated ..........................       (15,000)          --          (15,000)          --             --             --
Depreciation and amortization ...........       (15,783)          (948)       (16,731)          --             (474)          (474)
Impairment loss .........................          --           44,915         44,915           --            3,000          3,000
Interest expense ........................       (80,993)         1,662        (79,331)          --             --             --
Equity in income of UCV .................          --         (145,926)      (145,926)          --          (55,200)       (55,200)
Gain on sale ............................    (2,764,483)          --       (2,764,483)          --             --             --
Segment profit (loss) ...................    (2,843,494)      (216,797)    (3,060,291)         1,283        (64,938)       (63,655)
</TABLE>

A  temporary  easement  granted by the  Company  for the use of a portion of its
undeveloped land in Temecula,  California expired in September 2000. The Company
had been  amortizing  approximately  $17,000  of  deferred  rent to income  each
quarter.  Other rental revenues decreased by $17,000 in the nine month period of
2002 related to this  easement.  Other than this change,  other rental  revenues
increased  by  $18,000  and  decreased  by $4,000  in the nine and  three  month
periods, respectively, and other rental costs increased in $25,000 and $1,000 in
the nine and three month periods, respectively,  related to the sublease for the
Penley  factory.  Approximately  10,000 square feet of the Penley  factory space
(38,000  square feet) was  subleased  commencing  in November 2000 under a lease
that expires in October 2002.

                                       14
<PAGE>

The  equity in  income of UCV  decreased  in the nine and  three  month  periods
primarily due to increases in interest  expense and other costs of UCV that were
only  partially  offset by increases in revenues.  The following is a summary of
the changes in the operations of UCV, LP in the nine and three months periods of
2002 compared to the prior period:
                                                Nine Months    Three Months
                                               ------------    ------------
Revenues ...................................   $    256,000    $     94,000
Costs ......................................         29,000          37,000
Depreciation ...............................         (3,000)          1,000
Interest and amortization
  of loan costs ............................        522,000         167,000
Net income .................................       (292,000)       (111,000)

Rental income of UCV increased in both periods primarily due to a 6% increase in
the average rental rate plus a decrease in the vacancy rate from 2.4% to 1.5% in
the nine month  period and from 2.5% to 2.0% in the three  month  period.  UCV's
interest  expense  increased  primarily due to an increase in long-term  debt in
March 2001. UCV increased its long-term debt in March 2001 by $3,960,510.

In March 2002,  UCV  refinanced  its  $33,000,000  of notes  payable  with loans
totaling  $38,000,000.  The  average  interest  rate  of the two  new  loans  is
approximately  5.8% compared to a 8.5% rate for the old loan. As a result of the
reduced interest, the interest expense and amortization of the loans fees of the
new $38,000,000 of loans will be  approximately  the same as the old $33,000,000
loan.

REAL ESTATE DEVELOPMENT OPERATIONS:
-----------------------------------
Development  costs  primarily  consisted of legal costs  incurred to contest the
City of Temecula's  attempts to down-zone the undeveloped land owned by Old Vail
Partners and property taxes on the undeveloped land. Interest expense related to
development  activities  primarily  related to  interest  accrued on  assessment
district obligations of Old Vail Partners. The undeveloped land was sold in June
2001.

The  increase  in the  equity in loss of Vail  Ranch  Limited  Partners  (VRLP),
relates  to the  increase  in the  loss  from  the  operation  of the  partially
completed shopping center for which the first store commenced operations in July
2000.

GOLF OPERATIONS:
----------------
Prior to January  2000,  golf club shaft sales were  principally  to custom golf
shops.  In January  2000,  Penley  commenced  sales to two of the  largest  golf
equipment  distributors.  In addition to increases in sales related to these two
customers,  direct sales to the after market also  increased,  likely due to the
credibility  and increased  exposure from the Penley  products being included in
the catalogs of these two distributors.

Operating  expenses of the golf segment  consisted of the  following in 2002 and
2001:
                                       Three Months          Nine Months
                                  --------------------  --------------------
                                     2002       2001       2002       2001
                                  ---------  ---------  ---------  ----------
     Costs of goods sold and
        manufacturing overhead    $ 668,000  $ 583,000  $1,460,000  $1,518,000
     Research & development          55,000     78,000     169,000     208,000
                                  ---------  ---------  ----------  ----------
         Total golf costs           723,000    661,000   1,629,000   1,726,000
                                  =========  =========  ==========  ==========
     Marketing & promotion          365,000    451,000     947,000   1,113,000
     Administrative-direct           35,000     55,000     107,000     168,000
                                  ---------  ---------  ----------  ----------
          Total SG&A-direct         400,000    506,000   1,054,000   1,281,000
                                  =========  =========  ==========  ==========
     Allocated corporate costs       61,000     60,000     179,000     205,000
                                  =========  =========  ==========  ==========

Total golf costs increased in the three month period of 2002 primarily due to an
increase  in sales  volume.  Total golf costs for the nine month  period of 2002
decreased  due to cost cutting  measures  implemented  in the second  quarter to
reduce manufacturing overhead.

Marketing and promotion  expenses decreased by $166,000 in the nine month period
primarily  due  to  decreases  in  trade  show  expenses  ($8,000),  advertising
($84,000)  and the tour program  ($40,000).  Marketing  and  promotion  expenses
decreased by $86,000 in the three month period  primarily due to a reductions in
advertising  related  expenses  ($47,000),  brochure  development  and  printing
($25,000) and tour program expenses ($25,000).

Administrative  expenses  decreased  in the three and nine month  periods due to
general reductions in all administrative costs.

                                       15
<PAGE>

OTHER:
------
Selling,  general  and  administrative  expenses  decreased  primarily  due to a
reduction of corporate  office wages.  In December 2000,  the Company  awarded a
$100,000 bonus to Harold Elkan. There was no bonus in 2001.

Interest  expense has decreased  primarily due to a reduction in short term debt
outstanding  during the three and nine month  periods of 2002  compared to 2001,
and also a reduction in the average interest rate of the outstanding debt.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
The Company is exposed to market risk primarily due to  fluctuations in interest
rates.  The  Company  utilizes  both fixed  rate and  variable  rate  debt.  The
following  table  presents  principal  maturities and related  weighted  average
interest rates of the Company's  long-term fixed rate and variable rate debt for
the fiscal years ended June 30.

                         2002      2003     2004     Total      Fair Value
                     ----------   ------   ------  ----------  -----------
                                                                     (1)
Fixed rate debt         $13,000   $6,000   $1,000     $20,000      $20,000
Weighted   average
   interest rate          12.6%    13.4%    13.6%       13.26%

Variable rate debt     $445,000     --       --      $445,000     $445,000
Weighted   average
   interest rate           5.8%     --%      --%        5.8%

The amounts for 2002 relate to the three-months ending June 30, 2002.

(1) The fair value of fixed-rate debt and variable-rate debt were estimated
    based on the current rates offered for fixed-rate debt and variable-rate
    debt with similar risks and maturities.

The variable rate debt  includes a $445,000  short term note payable that is due
on demand,  which for  purposes of this  calculation  has been treated as though
paid during the year ending June 30, 2002.

The Company's unconsolidated subsidiary, UCV, has two notes payable which mature
April 1, 2003 as a result of a  refinancing  in March  2002.  The first  loan is
variable rate debt of $36,000,000 for which the interest rate was 5.4 percent as
of March 31, 2002. However, the combination of a floor established by the lender
and a cap purchased by UCV which  effectively caps the maximum rate on this loan
at 7%. The scheduled  principal  payments for UCV's fiscal years ending March 31
2003 is $36,000,000.  The estimated fair value of this debt is $36,000,000 based
on the  current  rates  offered  for this  type of loan with  similar  risks and
maturities.  The second  loan of  $2,000,000  is fixed  rate debt at 12.5%.  The
scheduled  principal  payments  for UCV's  fiscal  years ending March 31 2003 is
$2,000,000.  The estimated  fair value of this debt is  $2,000,000  based on the
current rates offered for this type of loan with similar risks and maturities.

The Company does not enter into  derivative  or interest rate  transactions  for
speculative or trading purposes.



                                       16
<PAGE>

                                     PART II
                                OTHER INFORMATION



ITEM 1. Legal Proceedings

     As of March 31, 2002, there were no changes in legal proceedings from those
     set forth in Item 3 of the Form  10-K  filed  for the year  ended  June 30,
     2001.


ITEM 2. Changes in Securities

               NONE


ITEM 3. Defaults upon Senior Securities

               N/A


ITEM 4. Submission of Matters to a Vote of Security Holder

        On December 21, 2001 the Company held its annual shareholder meeting in
        which the following item was voted upon:
                                           Tabulation of Votes
                                     ---------------------------------
                                         For       Against     Abstain
                                     ----------    -------    --------
         Election of Directors:
            Harold S. Elkan          23,632,586       0        249,698
            Steven R. Whitman        23,632,486       0        249,798
            Patrick D. Reiley        23,632,635       0        249,649
            James E. Crowley         23,632,935       0        249,349
            Robert A. MacNamara      23,632,835       0        249,449


ITEM 5. Other Information

               NONE


ITEM 6. Exhibits & Reports on Form 8-K

        (a) Exhibits: NONE

        (b) Reports on Form 8-K:  NONE



                                       17
<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.




        SPORTS ARENAS, INC.



     By:  /s/ Harold S. Elkan
          -------------------
            Harold S. Elkan, President and Director


     Date:   May 14, 2002
             -----------------



     By:/s/ Steven R. Whitman
            --------------------------------------
           Steven R. Whitman, Treasurer,
           Principal Accounting Officer and Director



     Date: May 14, 2002
           -----------------






                                       18