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 September 30, 2003

                                 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
                                               ---    ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes      No X
                                      ---      ---

The number of shares  outstanding  of the  issuer's  only class of common  stock
($.01 par value) as of October 31, 2003 was 27,250,000 shares.

<PAGE>

                               SPORTS ARENAS, INC.

                                    FORM 10-Q

                        QUARTER ENDED SEPTEMBER 30, 2003

                                      INDEX






Part I - Financial Information:


Item 1.- Consolidated Condensed Financial Statements:

        Unaudited Balance Sheets as of September 30, 2003
           and June 30, 2003 .........................................   1-2

        Unaudited Statements of Operations for the Three Months Ended
                September 30, 2003 and 2002 ..........................    3

        Unaudited Statements of Cash Flows for the Three Months Ended
                September 30, 2003 and 2002...........................    4

        Notes to Financial Statements.................................   5-6


Item 2.- Management's Discussion and Analysis of Financial Condition
                and Results of Operations.............................   7-9

Item 3.- Quantitative and Qualitative Disclosures about Market Risk...    9

Item 4.- Controls and Procedures .....................................    9

Part II - Other Information...........................................    10

Exhibits and reports on Form 8-K .....................................    10

Signatures............................................................    11


<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
                                  (Unaudited)

                                                    September 30,   June 30,
                                                         2003         2003
                                                     -----------  -----------


Current assets:
   Cash and cash equivalents ........................$    47,438  $   365,674
   Other receivable-affiliate .......................       --        350,000
   Receivables ......................................    230,861      402,875
   Inventories ......................................    779,301      641,127
   Prepaid expenses .................................     50,305       34,958
                                                     -----------  -----------
      Total current assets ..........................  1,107,905    1,794,634
                                                     -----------  -----------


Property and equipment, at cost:
   Equipment.........................................  1,986,505    1,889,395
      Less accumulated depreciation and amortization  (1,100,032)  (1,052,740)
                                                     -----------  -----------
       Net property and equipment ...................    886,473      836,655
                                                     -----------  -----------

Other assets:
   Investments ......................................  5,370,795    5,344,007
   Deferred tax assets ..............................  4,920,000    4,661,000
   Other ............................................     95,671       95,671
                                                     -----------  -----------
                                                      10,386,466   10,100,678
                                                     -----------  -----------

                                                     $12,380,844  $12,731,967
                                                     ===========  ===========







                                       1
<PAGE>


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

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                  (Unaudited)


                                                    September 30,   June 30,
                                                         2003         2003
                                                     -----------  -----------

Current liabilities:
   Current portion of long-term debt ................$     9,968  $     5,771
   Accounts payable .................................    465,384      441,434
   Accrued payroll and related expenses .............    299,278      282,080
   Other liabilities ................................        702        3,796
                                                     -----------  -----------
      Total current liabilities .....................    775,332      733,081
                                                     -----------  -----------

Long-term debt, excluding current portion ...........     24,839         --
                                                     -----------  -----------

Deferred income taxes ............................... 10,514,000   10,514,000
                                                     -----------  -----------

Minority interest in consolidated subsidiary ........    431,839      431,839
                                                     -----------  -----------


Shareholders' equity:
   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
   Retained earnings ................................    923,777    1,341,990
                                                     -----------  -----------
                                                       2,926,326    3,344,539
   Less note receivable from shareholder ............ (2,291,492)  (2,291,492)
                                                     -----------  -----------

     Total shareholders' equity......................    634,834    1,053,047
                                                     -----------  -----------

Commitments and contingencies (Note 6)

                                                     $12,380,844  $12,731,967
                                                     ===========  ===========









     See accompanying notes to consolidated condensed financial statements.


                                       2
<PAGE>

                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

                                                         2003         2002
                                                     -----------  -----------
Revenues:
   Golf .............................................$   609,525  $   635,074
   Rental ...........................................     19,335       17,976
   Other ............................................      8,631       41,828
   Other-related party ..............................      3,404       48,224
                                                     -----------  -----------
                                                         640,895      743,102
                                                     -----------  -----------
Costs and expenses:
   Golf .............................................    633,261      646,261
   Rental ...........................................     19,200       18,700
   Selling, general, and administrative .............    648,577      493,492
   Depreciation and amortization ....................     47,292       59,720
                                                     -----------  -----------
                                                       1,348,330    1,218,173
                                                     -----------  -----------

Loss from operations ................................   (707,435)    (475,071)
                                                     -----------  -----------

Other income (charges):
   Investment income:
     Related party ..................................      3,471        9,070
     Other ..........................................        297         --
   Interest expense and amortization of finance costs       (334)     (33,648)
   Equity in income of investees ....................     26,788       40,194
                                                     -----------  -----------
                                                          30,222       15,616
                                                     -----------  -----------

Loss from continuing operations before income taxes
  and change in accounting principle ................   (677,213)    (459,455)

Income tax benefit ..................................    259,000         --
                                                     -----------  -----------

Loss from continuing operations .....................   (418,213)    (459,455)

Loss from discontinued operations ...................       --        (65,522)
Cumulative effect of change in accounting principle .       --         37,675
                                                     -----------  -----------

Net loss ............................................$  (418,213) $  (487,302)
                                                     ===========  ===========

Per common share (based on weighted average shares
 outstanding) basic and diluted:
  Loss from continuing operations ...................   ($0.02)       ($0.02)
  Discontinued operations ...........................      --            --
  Cumulative effect of change in accounting principle      --            --
                                                        ------        ------
   Net loss .........................................   ($0.02)       ($0.02)
                                                        ======        ======

     See accompanying notes to consolidated condensed financial statements.



                                       3
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

                                                         2003         2002
                                                     -----------  -----------
Cash flows from operating activities:
  Net loss ..........................................$  (418,213) $  (487,302)
    Less loss from discontinued operations ..........       --         65,522
                                                     -----------  -----------
    Loss from continuing operations .................   (418,213)    (421,780)
  Adjustments to reconcile net loss to the net
   cash used by operating activities:
      Depreciation and amortization .................     47,292       59,720
      Equity in income of investees .................    (26,788)     (40,194)
      Deferred income ...............................       --         12,000
      Provision for deferred income taxes ...........   (259,000)        --
      Change in accounting principle ................       --        (37,675)
    Changes in assets and liabilities:
      Decrease in receivables .......................    522,014       77,457
      (Increase) decrease in inventories ............   (138,174)      13,736
      (Increase) decrease in prepaid expenses .......    (15,347)      10,378
      Increase in accounts payable ..................     23,950       58,360
      Increase in accrued expenses ..................     14,104       79,397
      Other .........................................       --          9,321
                                                     -----------  -----------
  Net cash used by continuing operations ............   (250,162)    (179,280)
  Net cash used by discontinued operations ..........       --        (46,530)
                                                     -----------  -----------
  Net cash used by operating activities .............   (250,162)    (225,810)
                                                     -----------  -----------
Cash flows from investing activities:
   Capital expenditures .............................    (97,110)        --
   Distributions from investees .....................       --        242,000
                                                     -----------  -----------
 Net cash provided (used) by investing activities ...    (97,110)     242,000
                                                     -----------  -----------

Cash flows from financing activities:
   Scheduled principal payments on long-term debt ...     (2,835)      (2,521)
   Proceeds from long-term debt .....................     31,871         --
                                                     -----------  -----------
 Net cash provided (used) by financing activities ...     29,036       (2,521)
                                                     -----------  -----------

Net increase (decrease) in cash and
   cash equivalents .................................   (318,236)      13,669
Cash and cash equivalents, beginning of period ......    365,674       39,345
                                                     -----------  -----------

Cash and cash equivalents, end of period ............$    47,438  $    53,014
                                                     ===========  ===========

Supplemental Disclosure of Non-Cash Financing Activities:
  Reclassification of principal payments on
    short-term debt to accrued interest .............$      --    $   280,631
                                                     ===========  ===========


     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     SEPTEMBER 30, 2003 AND 2002 (Unaudited)

1.   The information  furnished  reflects all adjustments of a recurring  nature
     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. Certain information and note disclosures normally included
     in consolidated financial statements prepared in accordance with accounting
     principles  generally  accepted in the United  States of America  have been
     condensed  or  omitted  pursuant  to  the  rules  and  regulations  of  the
     Securities and Exchange Commission.

     The accompanying  unaudited  condensed  consolidated  financial  statements
     should be read in conjunction  with the consolidated  financial  statements
     and notes thereto  included in the  Company's  Annual Report filed on form
     10-K on October 14, 2003 for the year ended June 30, 2003.

     Revenue   recognition-  the  Company  recognizes  revenue  when  persuasive
     evidence of an  arrangement  exists,  delivery has occurred,  the amount is
     fixed  or  determinable  and  collectibility  is  probable.  All  of  these
     conditions  are typically met at the time the Company ships products to its
     customers.

2.   Due to the  seasonal  fluctuations  of the golf  club  shaft  manufacturing
     operations,  the financial  results for the interim periods ended September
     30, 2003 and 2002,  are not  necessarily  indicative of operations  for the
     entire year.

3. Investments:
     Investments consist of the following:
                                                    September 30,   June 30,
                                                         2003        2003
                                                     -----------  -----------
     UCV, L.P. ......................................$ 5,303,795  $ 5,277,007
     Vail Ranch Limited Partnership .................     67,000       67,000
                                                     -----------  -----------
           Total ....................................$ 5,370,795  $ 5,344,007
                                                     ===========  ===========

      The  following  is a  summary  of  the  equity  in  income  (loss)  of the
      investments accounted for by the equity method:
                                           2003        2002
                                         --------    --------
        UCV, L.P. ....................   $ 26,788    $ 40,194
                                         ========    ========

       Classified as discontinued operations:
        Vail Ranch Limited Partnership   $   --      $  9,000
                                         ========    ========

      The following is a summary of distributions received from investees:
                                           2003        2002
                                         --------    --------
        UCV, L.P. ....................   $   --      $242,000
        Vail Ranch Limited Partnership       --          --
                                         --------    --------
                                         $   --      $242,000
                                         ========    ========

     As discussed in footnote 5(c) to the Company's  June 30, 2003 annual report
     on Form 10-K,  effective  April 1, 2003,  the Company  began  recording its
     equity in the income  (loss) of UCV,  L.P.  (UCV) on a current basis rather
     than on a 91 day delayed basis. The Company has treated this as a change in
     accounting  principle and  accordingly has classified its $37,675 of equity
     in earnings of UCV for the period of April 1, 2002 through June 30, 2002 as
     the  cumulative  effect  of a  change  in  accounting  principle  in  2003.
     Therefore,  the equity in income of UCV for the period July 1, 2003 through
     September 30, 2003 was $40,194 (see  footnote 15 to the Company's  June 30,
     2003 annual report on Form 10-K).

4. Contingencies:

      A lawsuit was filed on January 10,  2003 in the United  States  District
      Court in the Southern District of California by Masterson Marketing,  Inc.
      (Masterson)  against  Penley  Sports,  LLC.   Masterson's  lawsuit  claims
      copyright  infringement,  breach of contract,  breach of  fiduciary  duty,
      constructive fraud and conversion.  Masterson is seeking damages in excess
      of $450,000.  The Company filed a motion to dismiss all claims.  Masterson
      dropped all claims  except for the claims of  copyright  infringement  and
      breach of contract.  The balance of the motion to dismiss is waiting for a
      court decision.  It is not possible at this time to predict the outcome of
      this litigation. We intend to vigorously defend against these claims.

                                       5
<PAGE>
5. Business segment information:
     The Company operates principally in two business segments:  commercial real
     estate rental 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.
<TABLE>
<CAPTION>
                                         Real Estate                   Unallocated
                                          Operation         Golf        And Other         Totals
                                        ------------    -----------    -----------    ------------
THREE MONTHS ENDED SEPTEMBER 30, 2003
-------------------------------------
<S>                                     <C>             <C>            <C>            <C>
Revenues .............................  $     19,335    $   609,525    $    12,035    $    640,895
Depreciation and amortization ........          --           41,391          5,901          47,292
Interest expense .....................          --             --              334             334
Equity in income of investee .........        26,788           --             --            26,788
Segment profit (loss) ................        26,923       (530,131)      (177,773)       (680,981)
Investment income ....................                                                       3,768
Loss from continuing
  operations before taxes.............                                                    (677,213)
Significant non-cash items ...........       (26,788)           --             --          (26,788)

THREE MONTHS ENDED SEPTEMBER 30, 2002
-------------------------------------
Revenues .............................  $     17,976    $   635,074    $    90,052    $    743,102
Depreciation and amortization ........        13,355         41,757          4,608          59,720
Interest expense .....................         1,536           --           32,112          33,648
Equity in income of investee .........        40,194           --             --            40,194
Segment profit (loss) ................        24,579       (371,872)      (121,232)       (468,525)
Investment income ....................                                                       9,070
Loss from continuing
  operations before taxes.............                                                    (459,455)
Significant non-cash items ...........       (40,194)          --             --           (40,194)
</TABLE>

6. Liquidity

    The  accompanying  consolidated  financial  statements  have  been  prepared
    assuming  the  Company  will  continue as a going  concern.  The Company has
    suffered  recurring  losses 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  obtaining  additional  investors  in its
    subsidiary,  Penley  Sports,  or  increases  in the  sales  volume of Penley
    Sports. The consolidated 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.

7. Discontinued Operations:

    During the year ended June 30, 2003,  the Company  ceased  operations in two
    business segments.  The following is a summary of the income (loss) from the
    discontinued  business segments:
                                             2003         2002
                                         -----------  -----------
     Bowling ........................... $      --    $   (74,522)
     Real estate development ...........        --          9,000
                                         -----------  -----------
                                         $      --    $   (65,522)
                                         ===========  ===========

8. Subsequent events:

     In December 1990 the Company  loaned  $1,061,009 to the Company's  majority
     shareholder,  Andrew Bradley,  Inc. (ABI),  which is 88% owned by Harold S.
     Elkan, the Company's  President.  The loan provided funds to ABI to pay its
     obligation related to its purchase of the Company's stock in November 1983.
     The loan to ABI  provides for interest to accrue at an annual rate of prime
     plus 1-1/2 percentage points (5.50 percent at September 30, 2003) and to be
     added to the principal balance annually. The loan was due November 7, 2003.
     The loan is  collateralized  by 21,808,267  shares of the  Company's  stock
     owned by ABI. The original loan amount plus accrued  interest of $1,230,483
     is presented  as a reduction of  shareholders'  equity  because  ABI's only
     asset is the stock of the Company.

     On November 7, 2003,  the  Company  presented  demand to ABI for payment of
     $3,351,724,  which represents the original  principal  balance plus accrued
     interest.  The note provides for a 5 day grace period and  negotiations are
     underway  between the Company and ABI with  respect to  disposition  of the
     note.
                                       6
<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 5, 2003 included in our June
30,  2003  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 13 to the consolidated financial statements,  the Company has suffered
     recurring  losses,  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 13.  The
     consolidated financial statements do not include any adjustments that might
     result from the outcome of this uncertainty.

Management estimates positive cash flow of $100,000 to $200,000 in total for the
remaining  three  quarters  of the year  ending  June 30,  2004  from  operating
activities after deducting capital  expenditures and principal payments on notes
payable and adding estimated distributions from UCV and VRLP.

The Company estimates it will receive approximately  $1,100,000 of distributions
from UCV in the second  quarter of which  $290,000 was received in October 2003.
This  represents  the remainder of funds to be distributed by UCV to the Company
from the sales proceeds of UCV's apartment project.

In February 2003 Vail Ranch Limited Partners (VRLP) sold its membership interest
in  Temecula  Creek LLC to its other  partner in  Temecula  Creek  LLC.  VRLP is
entitled to receive  one-half of the sales proceeds from the sale of a remaining
parcel  undeveloped  land as well as the release of $100,000  that was held back
from the sales  proceeds  in February  2003.  The  Company is  obligated  to pay
approximately  one-half of these proceeds to its minority partner. The liability
to the minority  interest  stated in the balance sheet is $431,839 but is likley
to be settled for a lesser amount based on the distributions received from VRLP.


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 the Company  receiving 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 working  capital of $332,573 at September  30, 2003,  which is a
$728,980  decrease from the working  capital of $1,061,553 at June 30, 2003. The
decrease  in  working  capital  is  primarily  attributable  to the cash used by
operating  activities  for the  three  months  ended  September  30,  2003.  The
following is a schedule of the cash provided (used) before changes in assets and
liabilities, segregated by business segments:
                                      2003          2002        Change
                                  ----------    ----------    ----------
    Rental ....................   $     --          (2,000)        2,000
    Golf ......................     (489,000)     (330,000)     (159,000)
    General corporate expense
      and other ...............     (168,000)      (96,000)      (72,000)
                                  ----------    ----------    ----------
    Cash used by continuing
      operations ..............     (657,000)     (428,000)     (229,000)
    Discontinued operations:
      Bowling .................         --         (68,000)       68,000
      Real estate development .         --            --            --
    Capital expenditures.......      (97,000)         --         (97,000)
    Principal payments on
      long-term debt ..........       (3,000)       (3,000)         --
                                  ----------    ----------    ----------
    Cash used .................     (757,000)     (499,000)     (258,000)
                                  ==========    ==========    ==========
    Distributions received from
      investees ...............         --         242,000      (242,000)
                                  ==========    ==========    ==========

                                        7
<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 three months
ended September 30, 2003 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.

                          NEW ACCOUNTING PRONOUNCEMENTS
                          -----------------------------
Statement of Financial Accounting Standards,  No. 149 Amendment of Statement 133
on Derivative  Instruments and Hedging  Activities,  or SFAS No. 149, amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No.  133. In  particular,  SFAS No. 149  clarifies  under what  circumstances  a
contract  within  an  initial  net  investment  meets  the  characteristic  of a
derivative  and when a derivative  contains a financing  component that warrants
special  reporting  in the  statement  of cash flows.  SFAS No. 149 is generally
effective for contracts entered into or modified after June 30, 2003, and is not
expected  to have a  material  impact on the  Company's  consolidated  financial
statements.

Statement of Financial  Accounting  Standards,  No. 150  Accounting  for Certain
Financial  Instruments with  Characteristics  of Both Liabilities and Equity, or
SFAS No. 150,  establishes  standards for how an issuer  classifies and measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  SFAS No. 150 requires  that an issuer  classify a financial  instrument
that is within  its scope as a  liability  (or an asset in some  circumstances).
Many of those instruments were previously  classified as equity. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15, 2003. At the October 29, 2003 FASB Board meeting,  the
Board decided to  indefinitely  defer the effective date of SFAS No. 150 related
to the classification and measurement  requirements for mandatorily  redeemable
financial  instruments that become subject to SFAS No. 150 solely as a result of
consolidation,  such as the  minority  interest  in the  accompanying  financial
statements.

              "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
three-month  period  ended  September  30, 2003 to the same period in 2002 and a
discussion of the significant changes:
<TABLE>
<CAPTION>
                               Real Estate               Unallocated
                                Operation       Golf      And Other     Total
                               -----------  -----------   ---------  ------------
<S>                           <C>           <C>           <C>        <C>
Revenues ..................... $     1,359  $   (25,549)  $ (78,017) $   (102,207)
Costs ........................         500      (13,000)       --         (12,500)
SG&A-direct ..................        --        (61,076)     69,009       130,085
SG&A-allocated ...............        --         85,000     (60,000)       25,000
Depreciation and amortization      (13,355)        (366)      1,293       (12,428)
Interest expense .............      (1,536)        --       (31,778)      (33,314)
Equity in investees ..........     (13,406)        --          --         (13,406)
Segment profit (loss) ........       2,344     (158,259)    (56,541)     (212,456)
Investment income ............                                             (5,302)
Income tax expense ...........                                            259,000
Income from continuing
  operations .................                                             41,242
Discontinued operations ......                                             65,522
Change in accounting principle                                            (37,675)
Net income (loss) ............                                             69,089
</TABLE>

                                       8
<PAGE>
RENTAL OPERATIONS:
------------------
This segment includes the equity in income UCV, L.P. (UCV) and the sublease of a
portion of the Penley factory.  The operations of UCV for the three months ended
September 30, 2002  consisted of the operation of a 542 unit  apartment  project
until  UCV  sold  the  property  on  April 1,  2003.  UCV  acquired  replacement
properties on August 28, 2003,  September  25, 2003 and September 26, 2003.  The
operations  of UCV for the three months ended  September  30, 2003  included the
operations of these three properties since their acquisition.

GOLF OPERATIONS:
----------------

There was a slight  decline in Golf revenues due to a large OEM order shipped in
July  2002 for  which  there  was no  comparable  sales  activity  in 2003.  The
following is a breakdown of the percentage of sales by customer category:

                                    2003  2002
                                    ----  ----
     Golf equipment distributors .   52%   35%
     Small golf club manufacturers   17%   28%
     Golf shops ..................   29%   29%
     Other .......................    2%    8%

Operating expenses of the golf segment consisted of the following in 2003 and
2002:
                                     2002          2001        Decrease
                                  ----------    ----------    ----------
    Costs of sales and
       manufacturing overhead .   $  580,000    $  598,000    $  (18,000)
    Research and development ..       53,000        48,000         5,000
                                  ----------    ----------    ----------
       Total golf costs .......      633,000       646,000       (13,000)
                                  ==========    ==========    ==========
    Marketing and promotion ...      243,000       178,000        65,000
    Administrative costs- direct      75,000        79,000        (4,000)
                                  ----------    ----------    ----------
      Total SG&A-direct .......      318,000       257,000        61,000
                                  ==========    ==========    ==========

There was not a significant change to total golf costs . Marketing and promotion
expenses  increased  primarily due to an increase in advertising expenses.

OTHER
-----

Other  revenues-related  party  decreased  due to  UCV's  sale of its  apartment
project on April 1, 2003.  During the three months ended  September 30, 2002 the
Company had  received  management  fees and  development  fees from UCV totaling
$48,000.  Other revenues,  which  primarily  consisted of management fees earned
from a third  party,  decreased  $33,197 due to the sale of the  property  being
managed in October 2002.

Unallocated  selling,  general and administrative  expenses increased by $69,009
primarily due to the timing of the expenses for the Company's  annual audit.  In
2002 these  services  were  primarily  performed in October 2002 whereas in 2003
these services were primarily completed in September 2003.

The  amount  of  corporate  expenses  allocated  to the Golf  segment  primarily
increased due to an increase in the  percentage  of expenses  allocable to golf.
This is the result of the  discontinuance of the bowling segment in May 2003 and
the  reduction  in property  management  services  performed  for UCV and others
during the three months ended September 30, 2003.

Discontinued Operations:
------------------------

As  discussed  in  Footnote  7 of  Notes  to  Consolidated  Condensed  Financial
Statements,  the Company has  classified  its operations in the bowling and real
estate development segments as discontinued operations.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Company is exposed to market risk primarily due to  fluctuations in interest
rates.  However,  the Company does not consider  this  interest rate market risk
exposure to be material to its financial condition or results of operations.

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

                                       9
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------

An evaluation was carried out under the supervision  and with the  participation
of the Company's management, including its Chief Executive Officer and its Chief
Financial  Officer,   of  the  effectiveness  of  the  disclosure  controls  and
procedures (as defined in Rule  13a-14(c)  under the Securities and Exchange Act
of 1934 (the "Exchange Act") as of September 30, 2003. Based on this evaluation,
the Chief Executive  Officer and the Chief Financial Officer have concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.




                                     PART II
                                OTHER INFORMATION

ITEM 1. Legal Proceedings

         As of September  30, 2003,  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, 2003.


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
        --------------------------------------------------

            NONE

ITEM 5. Other Information

            NONE


ITEM 6. Exhibits & Reports on Form 8-K
      (a) Exhibits:
           31.1   Certification of Chief Executive Officer
           31.2   Certification of Chief Financial Officer
           32.1   Certification of Chief Executive Officer pursuant to Sec. 906
           32.2   Certification of Chief Financial Officer pursuant to Sec. 906

      (b) Reports on Form 8-K:  NONE

                                       10
<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:   November 14, 2003
            --------------------



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



      Date: November 14, 2003
           ------------------




                                       11