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 December 31, 2001

                                 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 January 31, 2002 was 27,250,000 shares.

<PAGE>


                               SPORTS ARENAS, INC.

                                    FORM 10-Q

                         QUARTER ENDED DECEMBER 31, 2001

                                      INDEX



Part I - Financial Information:


Item 1.- Consolidated Condensed Financial Statements:

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

      Unaudited Statements of Operations for the Three Months Ended
             December 31, 2001 and 2000 ...............................    3

      Unaudited Statements of Operations for the Six Months Ended
             December 31, 2001 and 2000 ...............................    4

      Unaudited Statements of Cash Flows for the Six Months Ended
             December 31, 2001 and 2000 ...............................    5

      Notes to Financial Statements ...................................   6-9


Item 2.- Management's Discussion and Analysis of Financial Condition
             and Results of Operations ................................  10-15

Item 3.- Quantitative and Qualitative Disclosures about Market Risk ...    15

Part II - Other Information ...........................................    16


Signatures ...........................................................     17




<PAGE>

                       SPORTS ARENAS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                      ASSETS
                                   (Unaudited)
                                                      December 31,   June 30,
                                                          2001         2001
                                                      ------------  ----------
Current assets:
   Cash and cash equivalents                           $   17,444    $ 515,204
   Receivables                                            179,466      324,912
   Inventories                                            521,704      585,111
   Prepaid expenses                                        87,099       61,365
                                                      ------------  ----------
      Total current assets                                805,713    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                                   (1,176,294)  (1,060,626)
                                                      ------------  ----------
       Net property and equipment                       1,169,112    1,284,780
                                                      ------------  ----------

Other assets:
   Intangible assets, net                                  89,626      150,657
   Investments                                            332,446      405,446
   Other                                                  120,999      120,999
                                                      ------------  ----------
                                                          543,071      677,102
                                                      ------------  ----------

                                                       $2,517,896   $3,448,474
                                                      ============  ==========



                                       1
<PAGE>



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

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                                 (Unaudited)

                                                     December 31,   June 30,
                                                        2001         2001
                                                     ------------  ----------


Current liabilities:
   Notes payable-short term                          $ 1,400,000   $1,250,000
   Current portion of long-term debt                      16,000       32,000
   Accounts payable                                      667,418      708,307
   Accrued payroll and related expenses                  188,920      195,367
   Accrued interest                                      249,640      203,578
   Other liabilities                                     249,397      183,466
                                                     ------------  ----------
      Total current liabilities                        2,771,375    2,572,718
                                                     ------------  ----------

Long-term debt, excluding current portion                 10,721       13,942
                                                     ------------  ----------

Distributions received in excess of
   basis in investment                                15,925,184   15,792,373
                                                     ------------  ----------

Other liabilities                                        168,000      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                               (16,896,118) (15,638,293)
                                                     ------------  ----------
                                                     (14,893,569) (13,635,744)
   Less note receivable from shareholder              (2,291,492)  (2,291,492)
                                                     ------------  ----------
      Total shareholders' deficit                    (17,185,061) (15,927,236)
                                                     ------------  ----------

Commitments and contingencies (Note 5)

                                                      $2,517,896   $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 DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

                                                         2001        2000
                                                      -----------  ----------
Revenues:
   Bowling                                            $  445,947   $  637,352
   Rental                                                 58,539      153,914
   Golf                                                  343,276      243,620
   Other                                                 117,636       44,152
   Other-related party                                    46,315       44,441
                                                      -----------  ----------
                                                       1,011,713    1,123,479
                                                      -----------  ----------
Costs and expenses:
   Bowling                                               319,376      509,679
   Rental                                                 57,207       74,868
   Golf                                                  407,133      512,418
   Development                                              --         43,712
   Selling, general, and administrative                  656,374      904,113
   Depreciation and amortization                          71,189       65,695
   Impairment loss on deferred lease costs                41,915         --
                                                      -----------  ----------
                                                       1,553,194    2,110,485
                                                      -----------  ----------

Loss from operations                                    (541,481)    (987,006)
                                                      -----------  ----------

Other income (charges):
   Investment income-related party                         9,457        7,263
   Interest expense:
     Development activities                                 --        (46,885)
     Other and amortization of finance costs             (23,103)    (160,684)
   Gain on sale of office building                          --      2,764,483
   Gain on sale of bowling center building                  --        482,487
   Equity in income of investees                           5,020       50,283
                                                      -----------  ----------
                                                          (8,626)   3,096,947
                                                      -----------  ----------

Net income (loss)                                     $ (550,107)  $2,109,941
                                                      ===========  ==========


Basic and diluted net income (loss) per
  common share (based on 27,250,000 weighted
  average common shares outstanding)                    $(0.02)       $0.08
                                                        =======       =====








     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                     SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

                                                          2001        2000
                                                      -----------  ----------
Revenues:
   Bowling                                            $  829,768   $1,246,263
   Rental                                                117,398      322,747
   Golf                                                  787,499      530,629
   Other                                                 155,775       78,434
   Other-related party                                    92,384       88,792
                                                      -----------  ----------
                                                       1,982,824    2,266,865
                                                      -----------  ----------
Costs and expenses:
   Bowling                                               666,295    1,043,056
   Rental                                                115,917      144,151
   Golf                                                  906,202    1,065,015
   Development                                              --         84,992
   Selling, general, and administrative                1,309,137    1,652,351
   Depreciation and amortization                         142,852      164,811
   Impairment loss on deferred lease costs                41,915         --
                                                      -----------  ----------
                                                       3,182,318    4,154,376
                                                      -----------  ----------

Loss from operations                                  (1,199,494)  (1,887,511)
                                                      -----------  ----------

Other income (charges):
   Investment income:
     Related party                                        16,228        7,263
     Other                                                 1,807         --
   Interest expense:
     Development activities                                 --       (130,279)
     Other and amortization of finance costs             (48,085)    (290,674)
   Gain on sale of office building                          --      2,764,483
   Gain on sale of bowling center building                  --        482,487
   Equity in income (loss) of investees                  (28,281)     105,445
                                                      -----------  ----------
                                                         (58,331)   2,938,725
                                                      -----------  ----------


Net income (loss)                                    $(1,257,825)  $1,051,214
                                                      ===========  ==========


Basic and diluted net income (loss) per
  common share (based on 27,250,000 weighted
  average common shares outstanding)                    $(0.05)       $0.04
                                                        =======       =====



     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                     SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                  (Unaudited)

                                                          2001        2000
                                                       ------------ ----------
Cash flows from operating activities:
  Net income (loss)                                   $(1,257,825)  $1,051,214
  Adjustments to reconcile net income (loss) to
    the net cash used by operating activities:
      Amortization of deferred financing costs               --         18,846
      Depreciation and amortization                       142,852      164,811
      Equity in (income) loss of investees                 28,281     (105,445)
      Deferred income                                      24,000       24,000
      Impairment loss on deferred lease costs              41,915         --
      Gain on sale of assets                                 --     (3,246,970)
      Interest accrued on assessment district
        obligations                                          --        130,279
    Changes in assets and liabilities:
      Decrease in receivables                             145,446       14,032
      Decrease in inventories                              63,407       21,060
     (Increase) decrease in prepaid expenses              (25,734)      29,035
      Decrease in accounts payable                        (40,889)    (112,541)
      Increase in accrued expenses                        105,546      198,376
      Other                                                18,642       19,675
                                                       -----------  ----------
        Net cash used by operating activities            (754,359)  (1,793,628)
                                                       -----------  ----------

Cash flows from investing activities:
   Decrease in notes receivable                              --         73,866
   Capital expenditures                                      --       (198,173)
   Increase in development costs on undeveloped land         --        (12,527)
   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                           150,820      114,000
   Contributions to investees                                --       (100,000)
                                                       -----------  ----------
    Net cash provided by investing activities             125,820    3,586,831
                                                       -----------  ----------

Cash flows from financing activities:
   Scheduled principal payments on long-term debt         (19,221)    (130,980)
   Extinguishment of long-term debt                             -   (1,650,977)
   Proceeds from short-term notes payable                 150,000    1,200,000
   Payments on short-term notes payable                         -     (500,000)
   Other                                                        -      (22,598)
                                                       -----------  ----------
    Net cash provided (used) by financing activities      130,779   (1,104,555)
                                                       -----------  ----------

Net increase (decrease) in cash and cash equivalents     (497,760)     688,648
Cash and cash equivalents, beginning of year              515,204       13,961
                                                       -----------  ----------
Cash and cash equivalents, end of year                 $   17,444   $  702,609
                                                       ===========  ==========



     See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000
                                   (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.

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
   December 31, 2001 and 2000, are not necessarily  indicative of operations for
   the entire year.

4. Investments:
   (a) Investments consist of the following:
                                                     December 31,   June 30,
                                                         2001         2001
                                                     -----------  -----------
     Vail Ranch Limited Partnership
       (equity method) ..............................$   332,446  $   405,446
                                                     ===========  ===========
     Investment in UCV, L.P. classified
      as liability- Distributions received
      in excess of basis in investment ..............$15,925,184  $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 six-month  periods
      ended December 31,:
                                           2001        2000
                                         --------    --------
        UCV, L.P. ....................   $ 44,719    $135,445
        Vail Ranch Limited Partnership    (73,000)    (30,000)
                                         --------    --------
                                         $(28,281)   $105,445
                                         ========    ========

     The following is a summary of distributions received from investees for the
     six-month periods ended December 31,:
                                           2001        2000
                                         --------    --------
        UCV, L.P. ....................   $150,820    $114,000
        Vail Ranch Limited Partnership       --          --
                                         --------    --------
                                         $150,820    $114,000
                                         ========    ========

   (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 six and  three-month
      periods ended September 30, 2001 and 2000 are as follows:
                                        Six Months            Three Months
                                 ---------------------- ---------------------
                                     2001       2000       2001        2000
                                 ----------  ---------- ---------- ----------
        Revenues                 $2,683,000  $2,521,000 $1,354,000 $1,286,000
        Operating and general
          and administrative
          costs                     841,000     849,000    423,000    442,000
        Depreciation                  7,000      11,000      4,000      5,000
        Interest expense          1,745,000   1,390,000    877,000    708,000
        Net income                   90,000     271,000     50,000    131,000

      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>

5. 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.

6. Short-term notes payable:

     On November 15, 2001, the Company borrowed an additional  $150,000 from the
     Company's partner in UCV. 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.

7. 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.

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.


                                       7
<PAGE>


<TABLE>
<CAPTION>
                                                  Real Estate   Real Estate                   Unallocated
                                      Bowling        Rental     Development        Golf        And Other       Totals
                                   ------------   ------------  ------------   ------------   ------------   ------------
SIX MONTHS ENDED DECEMBER 31, 2001:
--------------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   829,768    $   117,398   $      --       $   787,499    $   248,159    $ 1,982,824
Depreciation and amortization...         4,980         27,184          --            85,548         25,140        142,852
Interest expense ...............          --            1,662          --              --           46,423         48,085
Equity in income (loss)
  of investees .................          --           44,719       (73,000)           --             --          (28,281)
Impairment loss ................          --           41,915          --              --             --           41,915
Segment profit (loss) ..........       (14,386)       (24,561)      (77,000)       (975,581)      (184,332)    (1,275,860)
Investment income ..............                                                                                   18,035
Net loss.. .....................                                                                               (1,257,825)
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31, 2000:
--------------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $ 1,246,263    $   355,732   $      --      $   530,629    $   167,226    $ 2,299,850
Depreciation and amortization...        30,585         43,441          --           70,631         20,154        164,811
Interest expense ...............        91,117         80,993       130,279          3,377        115,187        420,953
Equity in income (loss)
  of investees .................          --          135,445       (30,000)           --             --         105,445
Gain on sale ...................       482,487      2,764,483           --             --             --       3,246,970
Segment profit (loss) ..........       222,344      2,972,075      (256,271)    (1,527,910)      (366,287)     1,043,951
Investment income ..............                                                                                   7,263
Net income .....................                                                                               1,051,214
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31, 2001:
--------------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   445,947    $    58,539   $      --      $   343,276    $   163,951    $ 1,011,713
Depreciation and amortization...         2,490         13,355          --           42,774         12,570         71,189
Interest expense ...............          --            1,662          --             --           21,441         23,103
Equity in income (loss)
  of investees .................          --           25,020       (20,000)          --             --            5,020
Impairment loss.................          --           41,915          --             --             --           41,915
Segment profit (loss) ..........        39,187        (30,580)      (19,000)      (510,327)       (38,844)      (559,564)
Investment income ..............                                                                                   9,457
Net loss........................                                                                                (550,107)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31, 2000:
--------------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   637,352    $   170,651   $      --      $   243,620    $    88,593    $ 1,140,216
Depreciation and amortization...         4,743         13,829          --           37,046         10,077         65,695
Interest expense ...............        53,700         39,570        46,885          1,358         66,056        207,569
Equity in income (loss)
  of investees .................          --           65,283       (15,000)          --             --           50,283
Gain on sale ...................       482,487      2,764,483          --             --             --        3,246,970
Segment profit (loss) ..........       377,724      2,863,150      (111,597)      (785,499)      (241,100)     2,102,678
Investment income ..............                                                                                   7,263
Net income .....................                                                                               2,109,941
</TABLE>
                                     Six Months              Three Months
                            ------------------------   -----------------------
                               2001          2000         2001         2000
                            ----------    ----------   ----------    ----------
Revenues per segment .......$1,982,824    $2,299,850   $1,011,713    $1,140,216
Intercompany rent eliminated      --         (32,985)        --         (16,737)
                            ----------    ----------   ----------    ----------
Consolidated revenues ......$1,982,824    $2,266,865   $1,011,713    $1,123,479
                            ==========    ==========   ==========    ==========

                                       8
<PAGE>



9. Subsequent events:

   (a)The Company has signed agreements to transfer its sublessor interests in a
      parcel of land that is subleased  to  individual  owners of a  condominium
      project.  The  agreements  are subject to the approval of the Secretary of
      the Interior of the United States.  Upon approval of the  agreements,  the
      Company is to receive a note  receivable of $37,500 as  consideration  for
      the  sublessor  interest  that the Company  will then assign to the master
      lessors  for a  reduction  in  amounts  owed by the  Company to the master
      lessors.  On April 1, 2002 the  Company  will also pay 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 has recorded a $41,915
      impairment loss for a portion of the unamortized  balance ($75,615) of the
      deferred  lease  costs  related  to  this   sublessor   interest  and  has
      discontinued  amortizing  the deferred  lease costs during the three month
      period ended December 31, 2001 as the asset is considered for sale.

      The  following  is a summary of the results  from  operations  of the Palm
      Springs sublease included in the financial statements in the three and six
      month periods:
                                        Three Months           Six Months
                                     -------------------   ------------------
                                       2001       2000       2001      2000
                                     --------    -------   --------   -------
          Rents                       $41,000    $41,000   $ 83,000   $82,000
          Costs                        39,000     40,000     80,000    81,000
          Impairment loss              42,000        --      42,000       --
          Depreciation                    --         --         --      1,000
                                     --------    -------   --------   -------
          Income from operations      (40,000)     1,000    (39,000)      --
          Interest expense              2,000        --       2,000       --
                                      -------    -------    -------   -------
          Income from continuing
             operations              $(42,000)   $ 1,000   $(41,000)      --
                                     ========    =======   ========   =======

   (b)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.

   (c)On January  18,  2002,  UCV signed a  commitment  letter  with a lender to
      refinance the existing loan ($33,000,000  balance as of December 31, 2001)
      with a  $36,000,000  or  $37,000,000  loan,  the  amount of which is to be
      determined  by UCV at  closing.  The  new  loan  is to be for a term of 12
      months.  Monthly payments will be based on an interest rate equal to LIBOR
      (not less than 2.5%) plus 3.40 points plus principal  related to a 30 year
      amortization schedule. The commitment requires UCV to pay a fee (currently
      estimated  to be  $30,000) to cap LIBOR at 5% during the term of the loan.
      In addition to a 1% origination fee due to the lender at loan closing,  an
      additional fee is due at repayment  based on 1% of the loan balance if the
      loan is paid in months 1-6 and .75% of the loan  balance if paid in months
      7-12.  UCV estimates  the cash proceeds from the refinance  will be either
      $1,950,000 or $2,950,000  depending on whether the loan is  $36,000,000 or
      $37,000,000,  respectively.  UCV plans to  distribute  the proceeds to the
      partners.  The  Company  has  agreed to use  $750,000  of its share of the
      proceeds  to pay a portion of the loan made to the  Company by its partner
      in UCV.

   (d)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.





                                       9
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS:
This discussion and analysis should be read in conjunction with the consolidated
condensed financial statements (unaudited) and the related notes thereto in this
Form 10-Q, and with the Company's most recent annual report on Form 10-K for the
fiscal year ended June 30, 2001.

                         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  from  operating  activities  after
deducting  capital  expenditures  and  principal  payments  on notes  payable of
$500,000 to $600,000 in total for the remaining quarters of the year ending June
30, 2002. This estimate does not included any distributions that the Company may
receive from the  proceeds of the UCV  refinance  discussed  below or use of the
proceeds for the partial  repayment of the short-term  loans from its partner in
UCV.

The short-term  loan from the Company's  partner in UCV is due on demand.  After
any partial repayment as a result of the UCV refinancing, the Company will still
owe its partner in excess of $700,000,  including accrued interest.  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.  Other
than the  distribution  proceeds  estimated  from the  refinance  of UCV's  debt
discussed below, 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  $1,965,662 at December 31, 2001,
which is a $879,536  increase from the working  capital deficit of $1,086,126 at
June 30, 2001. The increase in working capital deficit is primarily attributable
to the cash used by operating  activities  for the six months ended December 31,
2001. The following is a schedule of the cash provided  (used) before changes in
assets and liabilities, segregated by business segments:
                                         2001        2000        Change
                                     -----------  ----------   ----------
     Bowling                          $  (9,000)  $ (214,000)  $  205,000
     Rental                                   -      119,000     (119,000)
     Golf                              (891,000)  (1,457,000)     566,000
     Development                         (4,000)     (96,000)      92,000
     General corporate expense
      and other                        (117,000)    (315,000)     198,000
                                     -----------  ----------    ---------
     Cash used by continuing
     operations                      (1,021,000)  (1,963,000)     942,000
     Capital expenditures, net of
        financing                             -     (211,000)     211,000
     Principal payments on
      long-term debt                    (19,000)    (131,000)     112,000
                                     -----------  ----------    ---------
     Cash used                       (1,040,000)  (2,305,000)   1,265,000
                                     ===========  ==========    =========
     Distributions received from
       investees                        151,000      114,000      37,000
                                     ===========  ==========   =========

                                       10
<PAGE>

The  Company has been unable to  generate  sufficient  cash flow from  operating
activities to meet  scheduled  principal  payments on long-term debt and capital
replacement  needs  during  the last  several  years.  It has used its  share of
distributions  from investees and proceeds from refinancings and sales of assets
to fund these deficits.

On January 18, 2002,  UCV signed a commitment  letter with a lender to refinance
the  existing  loan  ($33,000,000  balance  as of  December  31,  2001)  with  a
$36,000,000 or $37,000,000  loan, the amount of which is to be determined by UCV
at closing. The new loan is to be for a term of 12 months. Monthly payments will
be based on an  interest  rate  equal to LIBOR  (not less than  2.5%)  plus 3.40
points plus principal related to a 30 year amortization schedule. The commitment
requires UCV to pay a fee (currently estimated to be $30,000) to cap LIBOR at 5%
during the term of the loan.  In  addition  to a 1%  origination  fee due to the
lender at loan closing, an additional fee is due at repayment based on 1% of the
loan  balance if the loan is paid in months 1-6 and .75% of the loan  balance if
paid in months 7-12.  UCV estimates the cash proceeds from the refinance will be
either $1,950,000 or $2,950,000  depending on whether the loan is $36,000,000 or
$37,000,000, respectively. UCV plans to distribute the proceeds to the partners,
of which the Company is entitled to  one-half.  The Company has agreed to use up
to  $750,000  of its share of the  proceeds to pay a portion of the loan made to
the Company by its partner in UCV.

                          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 six months
ended December 31, 2001 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
Statements of Financial  Accounting  Standards ("SFAS") 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 has not yet
assessed the impact of SFAS No. 143.

In August 2001, the Financial  Accounting  Standards  Board 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.

                                       11
<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
six and three-month periods ended December 31, 2001 compared to the same period
in 2000 and a discussion of the significant changes:

<TABLE>
<CAPTION>
                                  SIX MONTHS ENDED DECEMBER 31, 2001 VERSUS 2000
                                  ----------------------------------------------
                                                   Rental    Real Estate               Unallocated
                                      Bowling     Operation  Development     Golf       And Other     Totals
                                     ---------    ---------   ---------    ---------    ---------    ---------
<S>                                 <C>        <C>           <C>          <C>          <C>          <C>
 Revenues .......................   $(416,495)  $  (238,334)  $     --     $  256,870   $  80,933    $ (317,026)
 Costs ..........................    (376,761)      (28,234)     (84,992)    (158,813)        --       (648,800)
 SG&A-direct ....................    (114,802)         --           --       (121,186)   (140,211)     (376,199)
 SG&A-allocated .................     (53,967)      (15,000)      (7,000)     (27,000)    102,967          --
 Depreciation and amortization ..     (25,605)      (16,257)        --         14,917       4,986       (21,959)
 Impairment loss ................        --          41,915         --           --          --          41,915
 Interest expense ...............     (91,117)      (79,331)    (130,279)      (3,377)    (68,764)     (372,868)
 Equity in investees ............        --         (90,726)     (43,000)        --           --       (133,726)
 Gain on sale ...................    (482,487)   (2,764,483)        --           --           --     (3,246,970)
 Segment profit (loss) ..........    (236,730)   (2,996,636)     179,271      552,329     181,955    (2,319,811)
 Investment income ..............                                                                        10,772
 Income from operations ..........                                                                   (2,309,039)
</TABLE>

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED DECEMBER 31, 2001 VERSUS 2000
                                ------------------------------------------------
                                                   Rental    Real Estate               Unallocated
                                      Bowling     Operation  Development     Golf       And Other     Totals
                                     ---------    ---------   ---------    ---------    ---------    ---------
<S>                                 <C>        <C>           <C>          <C>          <C>          <C>
 Revenues .......................   $(191,405)  $ (112,112)   $    --      $  99,656   $   75,358    $  (128,503)
 Costs ..........................    (190,303)     (17,661)     (43,712)    (105,285)        --         (356,961)
 SG&A-direct ....................     (57,762)        --           --        (48,601)    (158,113)      (264,476)
 SG&A-allocated .................     (31,337)      (9,000)      (7,000)     (26,000)      73,337           --
 Depreciation and amortization ..      (2,253)        (474)        --          5,728        2,493          5,494
 Impairment loss ................        --         41,915         --           --           --           41,915
 Interest expense ...............     (53,700)     (37,908)     (46,885)      (1,358)     (44,615)      (184,466)
 Equity in investees ............        --        (40,263)      (5,000)        --           --          (45,263)
 Gain on sale ...................    (482,487)  (2,764,483)         --          --           --       (3,246,970)
 Segment profit (loss) ..........    (338,537)  (2,893,730)      92,597      275,172      202,256     (2,662,242)
 Investment income ..............                                                                          2,194
 Income from operations .........                                                                     (2,660,048)
</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
      and $16,737 in the six and three month periods, respectively.


                                       12
<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 six and three-month  periods ended December 31, 2001 compared
to the same periods in 2000:
<TABLE>
<CAPTION>

                             Six-Month Period           Three-Month Period
                        -----------------------------   -----------------------------
                         Grove     Valley    Combined   Grove      Valley    Combined
                        -------   --------   --------   -------   --------   --------
<S>                    <C>       <C>        <C>        <C>       <C>        <C>
Revenues                 14,378   (430,873)  (416,495)   19,178   (210,583)  (191,405)
Costs                   (59,571)  (317,190)  (376,761)  (44,038)  (146,265)  (190,303)
SG&A-direct             (39,232)   (75,570)  (114,802)  (27,608)   (30,154)   (57,762)
SG&A-allocated          (23,667)   (30,300)   (53,967)  (17,737)   (13,600)   (31,337)
Depreciation and
  amortization             --      (25,605)   (25,605)     --       (2,253)    (2,253)
Interest expense           --      (91,117)   (91,117)     --      (53,700)   (53,700)
Gain on sale               --     (482,487)  (482,487)     --     (482,487)  (482,487)
Segment profit (loss)   136,848   (373,578)  (236,730)  108,561   (447,098)  (338,537)
</TABLE>

The following is a comparison  of the  operations of the Grove Bowl to the prior
year.  Bowl revenues  increased by 2% and 4% in the six and three month periods,
respectively,  primarily due to a 12-15%  increase in the average price of games
bowled.  These  increases  were  offset by an overall  decrease in the number of
games  bowled of 14% and 12% in the six and three month  periods,  respectively.
Open play  games  bowled  decreased  by 15% and 13% in the six and  three  month
periods,   respectively,  and  league  games  bowled  decreased  by  3%  and  8%
respectively.  Bowl costs decreased primarily due to decreases in utility rates.
SG&A costs decreased primarily due to decreases in payroll and promotion costs.

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,  the
sublease  of a portion  of the  Penley  factory  and other  miscellaneous  rents
received on undeveloped land.

The following is a summary of the changes in operations:
<TABLE>
<CAPTION>
                         Six Month Period                 Three Month Period
                  -----------------------------       ------------------------------
                     Office       Other    Combined      Office     Other     Combined
                  -----------    -------  ----------   ----------  -------  ----------
<S>               <C>           <C>      <C>          <C>         <C>      <C>
 Revenues            (243,521)     5,187    (238,334)    (116,813)   4,701    (112,112)
 Costs                (51,451)    23,217     (28,234)     (23,478)   5,817     (17,661)
 SG&A-allocated       (15,000)      --       (15,000)      (9,000)    --        (9,000)
 Depreciation and
  amortization        (15,783)      (474)    (16,257)        --       (474)       (474)
 Impairment loss         --       41,915      41,915         --     41,915      41,915
 Interest expense     (80,993)     1,662     (79,331)     (39,570)   1,662     (37,908)
 Equity in income
    of UCV               --      (90,726)    (90,726)        --    (40,263)    (40,263)
 Gain on sale      (2,764,483)      --    (2,764,483)  (2,764,483)    --    (2,764,483)
 Segment profit
  (loss)           (2,844,777)  (151,859) (2,996,636)  (2,809,248) (84,482) (2,893,730)
</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 six month period of
2001 related to this  easement.  Other than this change,  other rental  revenues
increased   by  $23,000  and  $6,000  in  the  six  and  three  month   periods,
respectively,  and other rental costs increased in $24,000 and $6,000 in the six
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.

                                       13
<PAGE>

The  equity in  income  of UCV  decreased  in the six 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 six and three months periods of
2001 compared to the prior period:
                                   Six Months  Three Months
                                   ----------  ------------
     Revenues                      $ 162,000      $ 68,000
     Costs                            (8,000)      (19,000)
     Depreciation                     (4,000)      ( 1,000)
     Interest and  amortization
      of loan costs                  355,000       169,000
     Net income                     (181,000)      (81,000)

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 1.1% in
the six 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.

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 2001
and 2000:

                                       Three Months           Six Months
                                  --------------------  --------------------
                                     2001       2000       2001       2000
                                  ---------  ---------  ---------  ----------
     Costs of goods sold and
        manufacturing overhead    $ 352,000  $ 451,000  $ 792,000  $  935,000
     Research & development          55,000     61,000    114,000     130,000
                                  ---------  ---------  ---------  ----------
         Total golf costs           407,000    512,000    906,000   1,065,000
                                  =========  =========  =========  ==========
     Marketing & promotion          315,000    342,000    581,000     661,000
     Administrative-direct           32,000     53,000     72,000     114,000
                                  ---------  ---------  ---------  ----------
          Total SG&A-direct         347,000    395,000    653,000     775,000
                                  =========  =========  =========  ==========
     Allocated corporate costs       57,000     83,000    118,000     145,000
                                  =========  =========  =========  ==========

Total golf costs  decreased in the three and six month periods of 2001 primarily
due to cost cutting measures to reduce manufacturing overhead.

Marketing  and promotion  expenses  decreased by $80,000 in the six month period
primarily due to decreases in, trade show expenses ($26,000),  trade advertising
($19,000).  The  decrease  in trade show  expenses  related to the  Company  not
presenting a trade booth at the Las Vegas golf industry  trade show in September
2001, which was cancelled. Marketing and promotion expenses decreased by $27,000
in the three month  period  primarily  due to a reduction  in trade  advertising
($19,000).

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

OTHER:
------
Other  income  increased  in the three and six month  periods in 2001 related to
funds  received from its insurance  company as  reimbursement  for the Company's
legal costs to settle a lawsuit.

                                       14
<PAGE>

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 six month periods of 2001 compared to 2000, and
also a reduction in the average interest rate of the outstanding debt.

                                      OTHER
                                     ------
The Company is not a party to off-balance sheet arrangements, does not engage in
trading  activities  involving  non-exchange  traded  contracts,  and, except as
disclosed  herein,  is not a party to any transactions  with persons or entities
that derive benefits from their non-independent  relationships with the Company.
Other than as described herein, the Company has no financial guarantees, debt or
lease agreements or other  arrangements  that could trigger a requirement for an
early payment or that could change the value of the Company's assets.


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         $16,000   $7,000   $4,000     $27,000      $27,000
Weighted   average
   interest rate          12.1%    13.4%    13.6%       12.9%

Variable rate debt   $1,400,000     --       --    $1,400,000   $1,400,000
Weighted   average
   interest rate           5.8%     --%      --%        5.8%

The amounts for 2002 relate to the six-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 $1,400,000 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  variable  rate  debt  of
$33,000,000 as of December 31, 2001 for which the interest rate was 8.5 percent.
However,  the  combination  of a  floor  established  by  the  lender  and a cap
purchased  by UCV has  resulted  in the rate being  fixed at 8.5 percent for the
initial term of the loan.  The  scheduled  principal  payments for each of UCV's
fiscal years ending March 31 is: 2002- none;  2003-  $33,000,000,  and in total-
$33,000,000.  The estimated fair value of this debt is $33,700,000  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.



                                       15
<PAGE>



                                     PART II
                                OTHER INFORMATION



ITEM 1. Legal Proceedings
-------------------------
        As of December 31, 2001, 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






                                       16
<PAGE>

                                   SIGNATURES


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




     SPORTS ARENAS, INC.



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


     Date:   February 18, 2002
             -----------------



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



     Date: February 18, 2002
           -----------------




                                       17