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


                                    FORM 10-Q


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

              For the quarterly period ended March 31, 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 April 30, 2003 was 27,250,000 shares.

<PAGE>


                               SPORTS ARENAS, INC.

                                    FORM 10-Q

                         QUARTER ENDED MARCH 31, 2003

                                      INDEX



Part I - Financial Information:


Item 1.- Consolidated Condensed Financial Statements:

      Unaudited Balance Sheets as of March 31, 2003
             and June 30, 2002 ........................................   1-2

      Unaudited Statements of Operations for the Three Months Ended
             March 31, 2003 and 2002 ..................................    3

      Unaudited Statements of Operations for the Nine Months Ended
             March 31, 2003 and 2002 ..................................    4

      Unaudited Statements of Cash Flows for the Nine Months Ended
             March 31, 2003 and 2002 ..................................    5

      Notes to Financial Statements ...................................   6-8


Item 2.- Management's Discussion and Analysis of Financial Condition
             and Results of Operations ................................   9-12

Item 3.- Quantitative and Qualitative Disclosures about Market Risk ...    13

Item 4.- Controls and Procedures .....................................     13

Part II - Other Information...........................................     14

Signatures............................................................     15

Officer Certifications ...............................................    16-17



<PAGE>

                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
                                  (Unaudited)

                                                       March 31,    June 30,
                                                         2003         2002
                                                     -----------  -----------


Current assets:
   Cash and cash equivalents ........................$   185,349  $    39,345
   Receivables ......................................    449,727      444,996
   Inventories ......................................    633,086      792,690
   Prepaid expenses .................................     61,830       38,706
                                                     -----------  -----------
      Total current assets ..........................  1,329,992    1,315,737
                                                     -----------  -----------

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

Property and equipment, at cost:
   Equipment and leasehold improvements .............  2,349,716    2,345,406
    Less accumulated depreciation and amortization .. (1,472,072)  (1,314,680)
                                                     -----------  -----------
       Net property and equipment ...................    877,644    1,030,726
                                                     -----------  -----------

Other assets:
   Intangible assets, net ...........................      9,321       37,284
   Investments ......................................     67,000      423,657
   Other ............................................     95,999       95,999
                                                     -----------  -----------
                                                         172,320      556,940
                                                     -----------  -----------

                                                     $ 2,379,956  $ 2,903,403
                                                     ===========  ===========







                                       1
<PAGE>


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

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                                  (Unaudited)


                                                       March 31,    June 30,
                                                         2003         2002
                                                     -----------  -----------

Current liabilities:
   Notes payable-short term .........................$   340,587  $   445,000
   Current portion of long-term debt ................      7,553        8,000
   Accounts payable .................................    594,850      963,402
   Accrued payroll and related expenses .............    310,130      215,093
   Accrued interest .................................      6,837      276,735
   Other liabilities ................................    146,537       92,803
                                                     -----------  -----------
      Total current liabilities .....................  1,406,494    2,001,033
                                                     -----------  -----------

Long-term debt, excluding current portion ...........       --          5,456
                                                     -----------  -----------

Distributions received in excess of basis
  in investment ..................................... 19,469,090   18,008,401
                                                     -----------  -----------

Other liabilities ...................................    228,000      192,000
                                                     -----------  -----------

Minority interest in consolidated subsidiary ........    431,839      802,677
                                                     -----------  -----------


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 ..............................(18,866,524) (17,817,221)
                                                     -----------  -----------
                                                     (16,863,975) (15,814,672)
   Less note receivable from shareholder ............ (2,291,492)  (2,291,492)
                                                     -----------  -----------

     Total shareholders' deficit ....................(19,155,467) (18,106,164)
                                                     -----------  -----------

Commitments and contingencies (Note 4)

                                                     $ 2,379,956  $ 2,903,403
                                                     ===========  ===========









     See accompanying notes to consolidated condensed financial statements.



                                       2
<PAGE>

                     SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)

                                                          2003        2002
                                                      ----------- -----------
Revenues:
   Bowling                                            $  444,556  $  516,454
   Rental                                                 19,335      54,860
   Golf                                                  841,552     741,226
   Other                                                   8,103     139,059
   Other-related party                                    49,360      46,659
                                                      ----------- -----------
                                                       1,362,906   1,498,258
                                                      ----------- -----------
Costs and expenses:
   Bowling                                               318,451     362,329
   Rental                                                 18,800      54,841
   Golf                                                  654,047     722,769
   Selling, general, and administrative                  662,307     680,971
   Depreciation and amortization                          65,819      71,189
   Impairment loss                                        88,881       3,000
                                                      ----------- -----------
                                                       1,808,305   1,895,099
                                                      ----------- -----------

Loss from operations                                    (445,399)   (396,841)
                                                      ----------- -----------

Other income (charges):
   Investment income-related party                         7,946        (257)
   Interest expense                                      (10,659)    (26,325)
   Equity in income of investees                         352,007      14,729
                                                      ----------- -----------
                                                         349,294     (11,853)
                                                      ----------- -----------

Net loss                                              $  (96,105) $ (408,694)
                                                      =========== ===========


Basic and diluted net loss per
  common share (based on 27,250,000 weighted
  average common shares outstanding)                    $(0.00)     $(0.01)
                                                        =======     =======








     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                     SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                   NINE MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)

                                                          2003          2002
                                                      -----------   ----------
Revenues:
   Bowling                                            $1,197,104    $1,346,222
   Rental                                                 59,622       172,258
   Golf                                                1,973,303     1,528,725
   Other                                                 164,155       294,834
   Other-related party                                   146,229       139,043
                                                      -----------   ----------
                                                       3,540,413     3,481,082
                                                      -----------   ----------
Costs and expenses:
   Bowling                                               994,015     1,028,624
   Rental                                                 56,200       170,758
   Golf                                                1,799,188     1,628,971
   Selling, general, and administrative                1,851,900     1,990,108
   Depreciation and amortization                         197,457       214,041
   Impairment loss                                        88,881        44,915
                                                      -----------   ----------
                                                       4,987,641     5,077,417
                                                      -----------   ----------

Loss from operations                                  (1,447,228)   (1,596,335)
                                                      -----------   ----------

Other income (charges):
   Investment income:
     Related party                                        24,230        15,971
     Other                                                  --           1,807
   Interest expense                                      (56,181)      (74,410)
   Equity in income (loss) of investees                  429,876       (13,552)
                                                      -----------   ----------
                                                         397,925       (70,184)
                                                      -----------   ----------


Net loss                                             $(1,049,303)  $(1,666,519)
                                                     ===========    ==========


Basic and diluted net loss per
  common share (based on 27,250,000 weighted
  average common shares outstanding)                    $(0.04)       $(0.06)
                                                        =======       =======



     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                     SPORTS ARENAS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)

                                                          2003          2002
                                                      ------------   -----------
Cash flows from operating activities:
  Net loss                                            $(1,049,303)  $(1,666,519)
  Adjustments to reconcile net loss to
    the net cash used in operating activities:
      Depreciation and amortization                       197,457       214,041
      Equity in (income) loss of investees               (429,876)       13,552
      Deferred income                                      36,000        36,000
      Impairment loss                                      88,881        44,915
    Changes in assets and liabilities:
      Increase in receivables                              (4,731)      (91,476)
     (Increase) decrease in inventories                   159,604       (96,287)
     (Increase) decrease in prepaid expenses              (23,124)       25,751
      Increase (decrease) in accounts payable            (368,552)       11,006
      Increase in accrued expenses                        159,504        87,865
      Other                                                27,963        58,263
                                                       -----------   -----------
        Net cash used in operating activities          (1,206,177)   (1,362,889)
                                                       -----------   -----------

Cash flows from investing activities:
   Capital expenditures                                    (4,310)         --
   Proceeds from assignments of subleasehold
     interest                                                --          30,700
   Distribution to holder of minority interest           (370,838)      (25,000)
   Distributions from investees                         2,118,276     1,805,820
                                                       -----------   -----------
    Net cash provided by investing activities           1,743,128     1,811,520
                                                       -----------   -----------

Cash flows from financing activities:
   Scheduled principal payments on long-term debt          (5,903)      (25,851)
   Proceeds from short-term notes payable                  75,000       450,000
   Payments on short-term notes payable                  (460,044)   (1,255,000)
                                                       -----------   -----------
    Net cash used in financing activities                (390,947)     (830,851)
                                                       -----------   -----------

Net increase (decrease) in cash and cash equivalents      146,004      (382,220)
Cash and cash equivalents, beginning of period             39,345       515,204
                                                       -----------   -----------
Cash and cash equivalents, end of period               $  185,349    $  132,984
                                                       ===========   ===========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest ..........  $   41,153    $   10,956
                                                       ===========   ===========
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.


                                       5
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 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 November 14, 2002 for the year ended June 30, 2002.

     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  bowling  and  golf  club  shaft
   manufacturing operations, the financial results for the interim periods ended
   March 31, 2003 and 2002, are not necessarily  indicative of operations for
   the entire year.

3. Investments:
   (a) Investments consist of the following:
                                                       March 31,    June 30,
                                                         2003         2002
                                                     -----------  -----------
     Vail Ranch Limited Partnership
       (equity method) ..............................$    67,000  $   423,657
                                                     ===========  ===========
     Investment in UCV, L.P. classified
      as liability- Distributions received
      in excess of basis in investment ..............$19,469,090  $18,008,401
                                                     ===========  ===========

     The  following  is a  summary  of  the  equity  in  income  (loss)  of  the
     investments  accounted for by the equity method for the nine-month  periods
     ended March 31:
                                           2003         2002
                                         --------    --------
        UCV, L.P. ....................   $104,876    $ 79,448
        Vail Ranch Limited Partnership    325,000     (93,000)
                                         --------    --------
                                         $429,876    $(13,552)
                                         ========    ========

     The following is a summary of distributions received from investees for the
     nine-month periods ended March 31,:
                                             2003         2002
                                         ----------    ----------
        UCV, L.P. ....................   $1,525,500    $1,805,820
        Vail Ranch Limited Partnership      592,776          --
                                         ----------    ----------
                                         $2,118,276    $1,805,820
                                         ==========    ==========

   (b) Investment in UCV, L.P.
      The operating  results of this investment are included in the accompanying
      consolidated   condensed   statements   of   operations   based  upon  the
      partnership's  fiscal year (March 31).  Summarized  information  from UCV,
      L.P.'s (UCV)  unaudited  statements of income for the nine and three-month
      periods ended December 31, 2002 and 2001 are as follows:
                                       Nine Months            Three Months
                                 ---------------------- ---------------------
                                     2003       2002       2003        2002
                                 ----------  ---------- ---------- ----------
        Revenues                 $4,248,000  $4,048,000 $1,430,000 $1,365,000
        Operating and general
          and administrative
          costs                   1,509,000   1,255,000    531,000    414,000
        Depreciation                  9,000      13,000      3,000      6,000
        Interest expense          2,520,000   2,621,000    842,000    876,000
        Net income                  210,000     159,000     54,000     69,000

                                             6
<PAGE>
     As disclosed in the annual financial statements for the year ended June 30,
     2002, 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.

     On April 1, 2003,  UCV sold the  University  City  Village  Apartments  for
     $58,400,000 in cash. After deducting selling expenses ($2,314,000),  paying
     mortgage   loans   ($38,000,000),   and  the  refund  of  lender   impounds
     ($1,340,000),  the net sale proceeds to UCV was  approximately  $19,156,000
     and UCV's gain from sale was approximately $52,737,000.  UCV is planning on
     distributing a cumulative amount of approximately  $4,000,000 to $5,000,000
     of such proceeds to the Company in partial  liquidation of its  partnership
     interest in UCV. Of this total,  UCV distributed  $1,000,000 to the Company
     from the  proceeds  of funds  released  from  escrow on March 17,  2003 and
     distributed  another $1,500,000 to the Company in April 2003. The remaining
     funds are expected to be reinvested by UCV in "like-kind" property to defer
     a portion of the income tax  consequences of the sale. As part of the sales
     transaction,  the  Company  earned a  $350,000  sales  commission  that was
     included in UCV' selling expenses.

     The Company has been  deferring one half of fees it was receiving  from UCV
     pursuant  to a  development  services  agreement.  The  balance of deferred
     income at March 31, 2003  ($228,000)  was recognized as revenue on April 1,
     2003 upon the sale of the property.

   (c) Investment in Vail Ranch Limited Partners

     On February 21, 2003 Vail Ranch Limited  Partners  (VRLP) sold its interest
     in Temecula Creek LLC (TC) to its other partner in TC (ERT). The sale price
     consisted of  $1,318,180  cash and one-half of the sale  proceeds  from the
     remaining parcel of undeveloped land owned by TC when it is sold.  $100,000
     of the sales  proceeds are being held in an escrow until August 21, 2003 to
     be applied to any post closing  claims ERT may have  related to  warranties
     and normal  prorations in the sale  contract for the TC interest.  The cash
     proceeds to VRLP of $1,218,180  were  partially  offset by $225,000 of fees
     paid to one of the VRLP partners.  The Company  received a distribution  of
     $592,776 of which $370,838 was paid to the holder of the minority  interest
     in Old Vail  Partners.  VRLP  recorded a $843,326 gain from the sale of the
     partnership interest. This gain was partially offset by VRLP's agreement to
     pay its  general  partner  $225,000  of  fees  related  to the  sale of the
     partnership interest.

     VRLP distributed  $592,776 to the Company as its share of the proceeds from
     the sale of the interest in TC less the fees paid to the general partner.

     The Company  recorded a $88,881  impairment  loss  related to reducing  the
     carrying  amount of this  investment  to its  estimated  fair  value,  less
     selling costs, as of March 31, 2003.

4. 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.

5. Impact of Adopting SFAS No. 142, Goodwill and Other Intangible Assets
     The  Company  does  not  have  goodwill  or  intangible  assets  that  have
     indefinite useful lives recorded on the accompanying consolidated condensed
     balance  sheets.  The Company only  maintains  intangible  assets that have
     finite useful lives which are amortized over their useful lives.

6. Liquidity

     As a result of the  distributions the Company has received from UCV related
     to the  sales  proceeds  from the  sale of the  apartment  project  and the
     additional  distributions  it expects to receive from the sale  proceeds by
     October  1,  2003,  the  Company  believes  it will  have  adequate  liquid
     resources for at least twelve months.

                                       7
<PAGE>
7. 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.
<TABLE>
<CAPTION>
                                                  Real Estate   Real Estate                   Unallocated
                                      Bowling        Rental     Development        Golf        And Other       Totals
                                   ------------   ------------  ------------   ------------   ------------   ------------
NINE MONTHS ENDED MARCH 31, 2003:
--------------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $ 1,197,104    $    59,622   $      --       $ 1,973,303    $   310,384    $ 3,540,413
Depreciation and amortization...        18,297         40,065          --           125,271         13,824        197,457
Interest expense ...............          --             --            --              --           56,181         56,181
Equity in income
  of investees .................          --          104,876       325,000            --             --          429,876
Impairment loss ................          --             --          88,881            --             --           88,881
Segment profit (loss) ..........       (86,296)        68,233       236,119      (1,085,857)      (205,732)    (1,073,533)
Investment income ..............                                                                                   24,230
Net loss.. .....................                                                                               (1,049,303)
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 2002:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $ 1,346,222    $   172,258   $      --      $ 1,528,725    $   433,877    $ 3,481,082
Depreciation and amortization...         7,470         40,539          --          128,322         37,710        214,041
Interest expense ...............          --            1,662          --             --           72,748         74,410
Equity in income (loss) of
  investees ....................          --           79,448       (93,000)          --             --          (13,552)
Impairment loss.................          --           44,915          --             --             --           44,915
Segment profit (loss) ..........        47,459         (6,168)      (97,000)    (1,461,302)      (167,286)    (1,684,297)
Investment income ..............                                                                                  17,778
Net loss .......................                                                                              (1,666,519)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2003:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   444,556    $    19,335   $      --      $   841,552    $    57,463    $ 1,362,906
Depreciation and amortization...         6,099         13,355          --           41,757          4,608         65,819
Interest expense ...............          --             --            --             --           10,659         10,659
Equity in income of
 investees .....................          --           27,007       325,000           --             --          352,007
Impairment loss.................          --             --         (88,881)          --             --          (88,881)
Segment profit (loss) ..........        21,973         14,187       236,119       (287,944)       (88,386)      (104,051)
Investment income ..............                                                                                   7,946
Net loss .......................                                                                                 (96,105)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2002:
--------------------------------
<S>                                <C>            <C>           <C>            <C>            <C>            <C>
Revenues .......................   $   516,454    $    54,860   $      --      $   741,226    $   185,718    $ 1,498,258
Depreciation and amortization...         2,490         13,355          --           42,774         12,570         71,189
Interest expense ...............          --             --            --             --           26,325         26,325
Equity in income (loss) of
 investees .....................          --           34,729       (20,000)          --             --           14,729
Impairment loss.................          --            3,000          --             --             --            3,000
Segment profit (loss) ..........        61,845         18,393       (20,000)      (485,721)        17,046       (408,437)
Investment income ..............                                                                                     257
Net loss .......................                                                                                (408,694)
</TABLE>

                                       8
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS:
The independent  auditors'  report dated September 23, 2002 included in our June
30,  2002  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.

On April 1, 2003 UCV sold the University City Village Apartments for $58,400,000
in cash. After deducting  selling expenses  ($2,314,000),  paying mortgage loans
($38,000,000),  and the  refund of lender  impounds  ($1,340,000),  the net sale
proceeds  to UCV was  approximately  $19,156,000  and  UCV's  gain from sale was
approximately  $52,737,000.  UCV is planning on distributing a cumulative amount
of  approximately  $4,000,000  to  $5,000,000 of such proceeds to the Company in
partial liquidation of its partnership  interest. Of this total, UCV distributed
$1,000,000  to the Company  from the proceeds of funds  released  from escrow on
March 17, 2003 and distributed  another $1,500,000 to the Company in April 2003.
The  balance of any  distributions  to the  Company  from the sales  proceeds is
expected to be made by October 1, 2003. The remaining  funds of UCV are expected
to be reinvested by UCV in "like-kind" property to defer a portion of the income
tax consequences of the sale.

In  February  2003 Vail Ranch  Limited  Partners  (VRLP)  sold its  interest  in
Temecula  Creek  LLC (TC) to its  other  partner  in TC  (ERT).  The sale  price
consisted  of  $1,318,180  cash  and  one-half  of the  sale  proceeds  from the
remaining  parcel of undeveloped  land owned by TC when it is sold.  $100,000 of
the sales  proceeds  are being held in an escrow  until  August  21,  2003 to be
applied to any post closing claims ERT may have related to warranties and normal
prorations in the sale  contract for the TC interest.  The cash proceeds to VRLP
of $1,218,180 were partially  offset by $225,000 of fees paid to one of the VRLP
partners.  The Company received a distribution of $592,776 of which $370,838 was
paid to the holder of the minority interest in Old Vail Partners.

The lease for the Company's sole remaining bowling center expires June 30, 2003.
The Company plans to close the bowling center operations by May 31, 2003 and use
the remaining  lease term to remove  equipment and sell any items of value.  The
Company  estimates  that the  liquidation  value of the remaining  assets of the
bowling center will offset any of the costs related to the closing.

The  short-term  loan from the  Company's  partner was paid in April 2003.

Management estimates negative cash flow of $175,000 to $250,000 in total for the
last quarter of the year ending June 30, 2003 from  operating  activities  after
deducting  capital  expenditures  and  principal  payments on notes  payable but
before distributions from UCV ($1,500,000 received in April 2003).

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 within the next twelve
months.  The  Company  believes  that the  $1,500,000  distribution  from UCV it
received in April 2003 and the additional  distribution from UCV it is expecting
to receive by October 1, 2003 (between  $1,500,000 and $2,500,000)  will provide
sufficient  working  capital  to fund  operations  until  Penley  Sports and the
Company achieve a breakeven level of operations.

The Company has a working capital deficit of $76,502 at March 31, 2003, which is
a $608,794  decrease  from the working  capital  deficit of $685,296 at June 30,
2002.  The  decrease in working  capital  deficit is primarily  attributable  to
distributions  the Company received from UCV ($1,525,500) and Vail Ranch Limited
Partners ($592,776).  These distributions were partially offset by the cash used
by operating  activities  for the nine months ended March 31, 2003,  payments to
the holder of the minority  interest  ($370,838) and on short term notes payable
($460,044).

                                       9
<PAGE>
 The  following  is a schedule of the cash  provided  (used)  before
changes in assets and liabilities, segregated by business segments:
                                      2003          2002        Change
                                  ----------    ----------    ----------
    Bowling ...................   $  (68,000)   $   55,000    $ (123,000)
    Rental ....................        3,000          --           3,000
    Golf ......................     (962,000)   (1,334,000)      372,000
    Development ...............         --          (4,000)        4,000
    General corporate expense
      and other ...............     (132,000)      (76,000)      (56,000)
                                  ----------    ----------    ----------
    Cash used by continuing
      operations ..............   (1,159,000)   (1,359,000)      200,000
    Capital expenditures, net
      of financing ............       (4,000)         --          (4,000)
    Principal payments on
      long-term debt ..........       (6,000)      (26,000)       20,000
                                  ----------    ----------    ----------
    Cash used .................   (1,169,000)   (1,385,000)      216,000
                                  ==========    ==========    ==========
    Distributions received from
      investees ...............    2,118,000     1,806,000       312,000
                                  ==========    ==========    ==========


                          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 carrying value of any asset is recorded in the period in which
such event or  circumstance  becomes known to the Company.  During the three and
nine month periods ended March 31, 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,  other than the
adjustment described in Note 3c of Notes to the Consolidated Condensed Financial
Statements.

                          NEW ACCOUNTING PRONOUNCEMENTS
                          -----------------------------
In June of 2002, the FASB issued SFAS No. 146;  Accounting for Costs  Associated
with Exit or Disposal  Activities.  SFAS No. 146 addresses financial  accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies   Emerging  Issues  Task  Force  (EITF)  Issue   No. 94-3,   Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring).  The provisions
of this  statement  are  effective  for  exit or  disposal  activities  that are
initiated  after  December 31, 2002,  with early  application  encouraged.  This
statement will only have an effect on the Company's financial  statements to the
extent future exit or disposal activities relevant to SFAS No. 146 occur.

In October 2002, the FASB issued SFAS No. 147; Acquisitions of Certain Financial
Institutions.  This  Statement is not relevant to the Company's  operations  and
will not have an impact on the Company's financial statements.

In December  2002,  the FASB issued SFAS No.  148;  Accounting  for  Stock-Based
Compensation-  Transition and  Disclosure.  This statement  amends SFAS No. 123;
Accounting  for  Stock-Based  Compensation,  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  This statement is effective for financial  statements for fiscal years
ending  after  December  15,  2002.  The  Company  does  not  have   stock-based
compensation  and  this  statement  will not  currently  have an  impact  on the
Company's financial statements.

In December  2002,  the FASB issued  Financial  Interpretation  No. 45 (FIN 45);
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees of  Indebtedness of Others.  FIN 45 requires  guarantors to
determine and  recognize the fair value of a guarantee at the issuance  date. In
addition,  FIN  45  contains  detailed  disclosure  requirements.   The  initial
recognition and measurement provisions of FIN 45 are applicable on a prospective
basis  to  guarantees  issued  or  modified  after  December  31,  2002  and the
disclosure  requirements  are effective  for financial  statements of interim or
annual  periods  ending after  December 15, 2002. The Company does not guarantee
debt of others  and does not  expect  FIN 45 to have an impact on the  Company's
financial statements.

                                      10
<Page>

In January  2003,  the FASB  issued  Financial  Interpretation  No. 46 (FIN 46);
Consolidation of Variable  Interest Entities (VIE). The FASB has transformed its
exposure   draft  on  accounting   for  special   purpose   entities  into  this
interpretation  on variable interest  entities.  FIN 46 provides new guidance on
consolidation of controlled entities,  irrespective of voting interests. Most of
the requirements  under FIN 46 are effective for new VIE's created after January
30, 2003. The Company is still in the process of determining  the accounting and
financial statement impact of FIN 46.


              "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 for the
nine and  three-month  periods ended March 31, 2003 compared to the same period
in 2002 and a discussion of the significant changes:
<TABLE>
<CAPTION>
                                   NINE MONTHS ENDED MARCH 31, 2003 VERSUS 2002
                                  ----------------------------------------------
                                                   Rental    Real Estate               Unallocated
                                      Bowling     Operation  Development     Golf       And Other     Totals
                                     ---------    ---------   ---------    ----------   ---------    ---------
<S>                                 <C>        <C>           <C>          <C>          <C>          <C>
 Revenues .......................   $(149,118)  $  (112,636)  $     --     $  444,578   $(123,493)   $   59,331
 Costs ..........................     (34,609)     (114,558)        --        170,217        --          21,050
 SG&A-direct ....................       3,493          --           --       (110,033)    (31,668)     (138,208)
 SG&A-allocated .................       4,926          --         (4,000)      12,000     (12,926)         --
 Depreciation and amortization ..      10,827          (474)        --         (3,051)    (23,886)      (16,584)
 Impairment loss ................        --         (44,915)      88,881         --          --          43,966
 Interest expense ...............        --          (1,662)        --           --       (16,567)      (18,229)
 Equity in investees ............        --          25,428      418,000         --           --        443,428
 Segment profit (loss) ..........    (133,755)       74,401      333,119      375,445     (38,446)      610,764
 Investment income ..............                                                                         6,452
 Income from operations ..........                                                                      617,216
</TABLE>
<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED MARCH 31, 2003 VERSUS 2002
                                ------------------------------------------------
                                                   Rental    Real Estate               Unallocated
                                      Bowling     Operation  Development     Golf       And Other     Totals
                                     ---------    ---------   ---------    ---------    ---------    ---------
<S>                                 <C>        <C>           <C>          <C>          <C>          <C>
 Revenues .......................   $ (71,898)  $  (35,525)   $    --      $ 100,326   $ (128,255)   $  (135,352)
 Costs ..........................     (43,878)     (36,041)        --        (68,722)        --         (148,641)
 SG&A-direct ....................       4,177         --           --        (33,712)      10,871        (18,664)
 SG&A-allocated .................       4,066         --           --          6,000      (10,066)           --
 Depreciation and amortization ..       3,609         --           --         (1,017)      (7,962)        (5,370)
 Impairment loss ................        --         (3,000)       88,881        --           --           85,881
 Interest expense ...............        --           --           --           --        (15,666)       (15,666)
 Equity in investees ............        --         (7,722)      345,000        --           --          337,278
 Gain on sale ...................        --           --           --           --           --             --
 Segment profit (loss) ..........     (39,872)      (4,206)      256,119     197,777     (105,432)       304,386
 Investment income ..............                                                                          8,203
 Income from operations .........                                                                        312,589
</TABLE>



                                       11
<Page>
BOWLING OPERATIONS:
-------------------

Bowl  revenues  decreased  by 11% and 14% in the nine and three  month  periods,
respectively,  primarily due to related  declines in the number of games bowled.
Open play  declined 15% and 21% and league play  declined 10% and 6% in the nine
and three month  periods,  respectively.  These  declines are likely to continue
until the bowl closes its  operations on May 31, 2003.  Bowl costs  decreased in
each period  primarily due to a decrease in maintenance  costs on the lanes that
no longer need to be performed with the bowling center closing its operations on
May  31,  2003.  There  were  no  material  changes  in  selling,   general  and
administrative costs related to the bowling center.

RENTAL OPERATIONS:
------------------
This  segment  includes  the  equity in income  of the  operation  of a 542 unit
apartment   project  (UCV),  a  subleasehold   interest  in  land  underlying  a
condominium  project  (PS  Sublease)  (which  was sold in March  2002),  and the
sublease of a portion of the Penley  factory.  The following is a summary of the
changes in operations:
<TABLE>
<CAPTION>
                        Nine Month Period                 Three Month Period
                  -----------------------------       ------------------------------
                  PS Sublease     Other    Combined    PS Sublease  Other     Combined
                  -----------    -------  ----------   ----------  -------  ----------
<S>               <C>           <C>      <C>          <C>         <C>      <C>
 Revenues            (119,098)     6,462    (112,636)     (36,500)     975     (35,525)
 Costs               (116,458)     1,900    (114,558)     (36,541)     500     (36,041)
 SG&A-allocated          --         --          --           --       --          --
 Depreciation and
  amortization           (474)      --          (474)        --       --          --
 Impairment loss      (44,915)      --       (44,915)      (3,000)    --        (3,000)
 Interest expense      (1,662)      --        (1,662)        --       --          --
 Equity in income
    of UCV               --       25,428      25,428         --     (7,722)     (7,722)
 Segment profit
  (loss)               44,411     29,990      74,401        3,041   (7,247)     (4,206)
</TABLE>

The primary  reason for the decline in rental  revenues and costs related to the
sale of the PS Sublease in March 2002.

The equity in income of UCV increased in the nine month period  primarily due to
decreases in interest expense related to the lower interest rate obtained in the
refinancing  in March  2002.  The equity in income of UCV  declined in the three
month period  primarily due to an increase in the rental costs that exceeded the
increase in rental revenues.  Rental revenues increased in each period primarily
due to a 7%  increase  in the average  rental  rate for each  period,  which was
partially offset by increases in the vacancy rate from 1.5% to 2.5% for the nine
month period and from 2.0% to 3.2% for the three month period.  Costs  increased
in each period primarily due to increases in insurance costs and maintenance and
repairs.  The following is a summary of the changes in the operations of UCV, LP
in the nine and three months periods of 2002 compared to the prior period:

                                   Nine Months Three Months
                                   ----------  ------------
     Revenues                      $ 200,000      $ 65,000
     Costs                           254,000       117,000
     Depreciation                     (4,000)      ( 3,000)
     Interest and  amortization
      of loan costs                 (101,000)      (34,000)
     Net income                       51,000       (15,000)

REAL ESTATE DEVELOPMENT OPERATIONS:
----------------------------------

The  following is a summary of changes to the  operations  of Vail Ranch Limited
Partnership:
                                        Nine Months Three Months
                                        ----------  ------------
     Equity in operations of TC         $  79,000    $  (43,000)
     Gain on sale of interest in TC       843,000       843,000
     Fees related to sale of interest    (225,000)     (225,000)
     Net income                           697,000       575,000

On February 21, 2003,  VRLP sold its interest in Temecula Creek LLC. As a result
of the sale the Company  recorded a $88,881  impairment loss related to reducing
the carrying  amount of this investment to the estimated fair value less selling
costs as of March 31, 2003

                                       12
<PAGE>

GOLF OPERATIONS:
----------------
Golf  revenues  increased  in 2003 due to  increases in sales to small golf club
manufacturers and golf equipment  distributors.  The following is a breakdown of
the percentage of increases in sales by customer category:
                                     Nine      Three
                                    Months     Months
                                     ----       ----
     Golf equipment distributors .     81%       48%
     Golf club manufacturers .....     32%     ( 15%)
     Golf shops ..................   (  8%)       3%
     Other .......................   ( 30%)     109%

The decrease in sale to the  manufacturers  in the three month period relates to
two  customers  in that placed  significant  start up orders with the Company in
2002  ($150,000)  that are no  longer  doing  business  with the  Company.  This
decrease was partially offset with orders from new customers that offset all but
$37,000 of this decrease.

Operating expenses of the golf segment consisted of the following in 2003
and 2002:

                                      Nine Months            Three Months
                                 ---------------------  --------------------
                                    2003        2002       2003       2002
                                 ----------  ---------  ---------  ---------
     Costs of goods sold and
        manufacturing overhead   $1,654,000  $1,460,000  $ 606,000  $ 668,000
     Research & development         145,000     169,000     48,000     55,000
                                 ----------  ----------  ---------  ---------
         Total golf costs         1,799,000   1,629,000    654,000    723,000
                                 ==========  ==========  =========  =========
     Marketing & promotion          741,000     946,000    299,000    366,000
     Administrative-direct          203,000     107,000     68,000     34,000
                                 ----------  ----------  ---------  ---------
          Total SG&A-direct         944,000   1,053,000    367,000    400,000
                                 ==========  ==========  =========  =========
     Allocated corporate costs      191,000     179,000     67,000     61,000
                                 ==========  ==========  =========  =========

Total golf costs increased in the nine month period in 2003 primarily due to the
cost of goods sold due to  increased  sales in increased  production  during the
first six months. However,  although sales were higher in the three month period
in 2003,  production levels were lower. This resulted in lower golf costs in the
three month period in 2003. Marketing and promotion expenses decreased primarily
due to the Company not renewing the contract  with its  marketing  consultant in
May 2002.  Marketing and promotion  otherwise decreased due to a decrease in the
tour program  expenses  that  resulted from staffing the program with one person
instead of two.  Administrative expenses increased primarily due to increases in
bad debt  expense of $64,000 and  $19,000 in the nine and three  month  periods,
respectively.

                                       13
<Page>

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

Due to the sale of the property owned by UCV on April 1, 2003 and the payment of
all of the Company's  short term debt in April 2003, the Company  currently does
not have any material  market risk related to  fluctuations in interest rates on
fixed or variable rate debt.

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

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------
We  maintain  disclosure  controls  and  procedures  (as  defined in  Securities
Exchange Act 1934 Rules 13a-14(c) and 15d-4(c)) that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  In designing  and  evaluating  the  disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired  control  objectives,  and management  necessarily  was
required to apply its judgment in evaluating the  cost-benefit  relationship  of
possible controls and procedures,

Within 90 days prior to the date of this  quarterly  report,  we carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on the  foregoing,  our  Chief  Executive  Officer  and Chief
Financial  Officer  concluded that our disclosure  controls and procedures  were
effective.

Changes in Internal Controls:

There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore no corrective actions were taken.

                                       14
<PAGE>



                                     PART II
                                OTHER INFORMATION



ITEM 1. Legal Proceedings
-------------------------

     As of March 31, 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, 2002
     except  for a  lawsuit  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 is in the  process of filing an answer to these
     claims.  It is not  possible  at this time to predict  the  outcome of this
     litigation. We intend to vigorously defend against these claims.


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 23, 2002 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          23,668,148       0        48,761
            Steven R. Whitman        23,692,091       0        24,818
            Patrick D. Reiley        23,690,893       0        26,016
            James E. Crowley         23,692,643       0        24,266
            Robert A. MacNamara      23,690,643       0        26,266


ITEM 5. Other Information
-------------------------
          NONE


ITEM 6. Exhibits & Reports on Form 8-K
--------------------------------------
     (a) Exhibits:

          99.1 Pro Forma financial information related to the sale of University
               City  Village   apartments  by  UCV,   L.P.,  an   unconsolidated
               subsidiary.

     (b) Reports on Form 8-K:

          On April 15,  2003,  the  Company  filed a Current  Report on Form 8-K
          reporting,  under Item 5 - Other Events,  certain information relating
          to the sale of University  City Village  apartments  by UCV,  L.P., an
          unconsolidated subsidiary, on April 1, 2003.








                                       15
<PAGE>

                                   SIGNATURES


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




     SPORTS ARENAS, INC.



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


     Date:   May 15, 2003
             -----------------



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



     Date: May 15, 2003
           -----------------




                                       16
<PAGE>

                                 CERTIFICATIONS

I, Harold S. Elkan, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sports Arenas, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  or not there  were any  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: May 15, 2003     By:/s/ Harold S. Elkan
      -----------------        ---------------------
                                   Harold S. Elkan
                                    President and Chief Executive Officer

                                       17
<PAGE>


I, Steven R. Whitman, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sports Arenas, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  or not there  were any  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: May 15, 2003         By:/s/ Steven R. Whitman
                                   ---------------------
                                       Steven R. Whitman
                                        Chief Financial Officer


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