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


                                    FORM 10-Q


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

              For the quarterly period ended September 30, 2004

                                 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 November 30, 2004 was 5,441,734 shares.

<PAGE>

                               SPORTS ARENAS, INC.

                                    FORM 10-Q

                        QUARTER ENDED SEPTEMBER 30, 2004

                                      INDEX






Part I - Financial Information:


Item 1.- Consolidated Condensed Financial Statements:

        Balance Sheets as of September 30, 2004 (unaudited)
           and June 30, 2004 (audited) ...............................   1-2

        Unaudited Statements of Operations for the Three Months Ended
                September 30, 2004 and 2003 ..........................    3

        Unaudited Statements of Cash Flows for the Three Months Ended
                September 30, 2004 and 2003...........................    4

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


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

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

Item 4.- Controls and Procedures .....................................    10

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

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

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


<PAGE>


                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS

                                                    September 30,   June 30,
                                                         2004         2004
                                                     -----------  -----------
                                                     (Unaudited)    Audited

Current assets:
   Cash and cash equivalents ........................$    67,230  $   186,716
   Receivables ......................................    153,577      275,004
   Inventories ......................................    455,872      605,843
   Prepaid expenses .................................     18,867       27,005
                                                     -----------  -----------
      Total current assets ..........................    695,546    1,094,568
                                                     -----------  -----------


Property and equipment, at cost:
   Equipment.........................................  1,997,600    1,997,600
      Less accumulated depreciation and amortization  (1,220,367)  (1,167,688)
                                                     -----------  -----------
       Net property and equipment ...................    777,233      829,912
                                                     -----------  -----------

Other assets:
   Investment .......................................  3,616,653    3,797,288
   Deferred tax assets ..............................  1,783,000    1,330,000
   Other ............................................     77,371       77,371
                                                     -----------  -----------
                                                       5,477,024    5,204,659
                                                     -----------  -----------

                                                     $ 6,949,803  $ 7,129,139
                                                     ===========  ===========







                                       1
<PAGE>


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

                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                                    September 30,   June 30,
                                                         2004         2004
                                                     -----------  -----------
                                                     (Unaudited)    Audited

Current liabilities:
   Current portion of long-term debt ................$    17,865  $    18,071
   Accounts payable .................................    192,787      241,540
   Accrued payroll and related expenses .............    254,573      278,286
   Accrued income taxes .............................    979,000      979,000
   Other liabilities ................................      2,533         --
                                                     -----------  -----------
      Total current liabilities .....................  1,446,758    1,516,897
                                                     -----------  -----------

Long-term debt, excluding current portion ...........     63,004       67,232
                                                     -----------  -----------

Deferred taxes liabilities ..........................  5,158,000    5,158,000
                                                     -----------  -----------

Minority interest in consolidated subsidiary ........     15,000       15,000
                                                     -----------  -----------
Commitments and contingencies (Note 4)

Shareholders' equity:
   Common stock, $.01 par value, 50,000,000 shares
     authorized, 10,883,467 issued and outstanding ..    340,521      340,521
   Additional paid-in capital .......................  2,038,776    2,038,776
   Treasury stock ...................................   (915,176)    (915,176)
   Retained earnings ................................ (1,197,080)  (1,092,111)
                                                     -----------  -----------
     Total shareholders' equity......................    267,041      372,010
                                                     -----------  -----------


                                                     $ 6,949,803  $ 7,129,139
                                                     ===========  ===========









     See accompanying notes to consolidated condensed financial statements.


                                       2
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                         2004         2003
                                                     -----------  -----------
Revenues:
   Other ............................................      7,719        8,631
   Other-related party ..............................     14,755        3,404
                                                     -----------  -----------
                                                          22,474       12,035
                                                     -----------  -----------
Costs and expenses:
   Selling, general, and administrative .............    151,486      183,573
   Depreciation and amortization ....................     10,209        5,901
                                                     -----------  -----------
                                                         161,695      189,474
                                                     -----------  -----------

Loss from operations ................................   (139,221)    (177,439)
                                                     -----------  -----------

Other income (charges):
   Investment income:
     Related party ..................................      8,599        3,471
     Other ..........................................       --            297
   Interest expense and amortization of finance costs     (1,058)        (334)
   Equity in income (loss) of investees .............    (26,635)      26,788
                                                     -----------  -----------
                                                         (19,094)      30,222
                                                     -----------  -----------

Loss from continuing operations before income taxes..   (158,315)    (147,217)

Income tax benefit ..................................    294,000       48,000
                                                     -----------  -----------

Income (loss) from continuing operations ............    135,685      (99,217)
                                                     -----------  -----------

Discontinued operations (Note 7):
  Loss from operations of discontinued segments......   (399,654)    (529,996)
  Income tax benefit ................................    159,000      211,000
                                                     -----------  -----------
  Loss on discontinued operations                       (240,654)    (318,996)
                                                     -----------  -----------

Net loss ............................................$  (104,969) $  (418,213)
                                                     ===========  ===========

Per common share (based on weighted average shares
 outstanding) basic and diluted:
  Income (loss from continuing operations ...........    $0.01        ($0.00)
  Discontinued operations ...........................   ( 0.02)       ( 0.01)
                                                        ------        ------
   Net loss .........................................   ($0.01)       ($0.02)
                                                        ======        ======

Weighted average number of shares outstanding ...... 10,883,467   27,250,000
                                                     ==========   ==========
     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

                                                         2004         2003
                                                     -----------  -----------
Cash flows from operating activities:
  Income (loss) from continuing operations ..........$   135,685   $  (99,217)
  Adjustments to reconcile net income (loss) to
   net cash provided (used) by operating activities:
      Depreciation and amortization .................     10,209        5,901
      Equity in (income) loss of investees ..........     26,635      (26,788)
      Provision for deferred income taxes ...........   (294,000)     (48,000)
     Changes in assets and liabilities:
      Decrease in receivables .......................      1,956      372,718
      Decrease in prepaid expenses ..................        630       10,302
      Increase (decrease) in accounts payable .......     30,895       (2,825)
      Increase (decrease) in accrued expenses .......      4,442      (38,044)
                                                     -----------  -----------
 Net cash provided (used) by operating activities....    (83,548)     174,047
                                                     -----------  -----------

Cash flows from investing activities:
   Capital expenditures .............................      --         (97,110)
   Distributions from investees .....................    154,000        --
                                                     -----------  -----------
 Net cash provided (used) by investing activities ...    154,000      (97,110)
 Net cash used by discontinued operations ...........   (185,504)    (424,209)
                                                     -----------  -----------
 Net cash used by investing activities ..............    (31,504)    (521,319)
                                                     -----------  -----------

Cash flows from financing activities:
   Scheduled principal payments on long-term debt ...     (4,434)      (2,835)
   Proceeds from long-term debt .....................      --          31,871
                                                     -----------  -----------
 Net cash provided (used) by financing activities ...     (4,434)      29,036
                                                     -----------  -----------

Net decrease in cash and cash equivalents ...........   (119,486)    (318,236)
Cash and cash equivalents, beginning of period ......    186,716      365,674
                                                     -----------  -----------

Cash and cash equivalents, end of period ............$    67,230  $    47,438
                                                     ===========  ===========



     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>
                      SPORTS ARENAS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     SEPTEMBER 30, 2004 AND 2003 (Unaudited)

1.   Basis of Presentation:

     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 January 3, 2005 for the year ended June 30, 2004.

     Due to the  seasonal  fluctuations  of the golf  club  shaft  manufacturing
     operations,  the financial  results for the interim periods ended September
     30, 2004 and 2003,  are not  necessarily  indicative of operations  for the
     entire year.

2. 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.

3. Investment:

     The Company's  investment  consists of a 35 percent beneficial  interest in
     UCV, L.P.  (UCV) The  following is summarized  results of operations of UCV
     for the periods ended September 30, 2004 and 2003:

                                           2004          2003
                                       -----------   -----------
       Revenues ...................... $  971,754    $   128,848
       Operating and general and
         administrative costs.........   (296,334)       (32,769)
       Depreciation ..................   (282,922)       (17,853)
       Interest and amortization of
         loan costs ..................   (468,597)       (40,790)
                                       ----------    -----------
       Net income (loss) ............. $  (76,099)    $   37,436
                                       ==========    ===========


4. Contingencies:

     A lawsuit was filed on January 10, 2003 in the United States District Court
     for the  Southern  District of  California  by  Masterson  Marketing,  Inc.
     (Masterson)  against Penley Sports,  LLC.  Masterson's  lawsuit  originally
     asserted claims for copyright  infringement,  breach of contract and breach
     of fiduciary  duty,  and sought  compensatory  damages,  punitive  damages,
     statutory damages, and attorney fees. The Company filed a motion to dismiss
     all claims. In response to that motion, Masterson dropped all claims except
     those  for  claims  of  copyright  infringement  and  breach  of  contract.
     Masterson also dropped all prayers for punitive damages, statutory damages,
     and attorney  fees.  It is not possible at this time to predict the outcome
     of this litigation. We intend to vigorously defend against these claims

                                            5
<PAGE>
5. Business segment information:

     As a result of the Company  adopting a plan of disposition  for the sale of
     Penley  Sports,   LLC  and  reclassifying  this  activity  to  discontinued
     operations,  the  Company now  principally  only  operates in one  business
     segment,  commercial real estate rental,  through its investee,  UCV. Other
     revenues, which are not part of an identified segment, consist primarily of
     property management fees.

6. 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 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 selling the  operations of its
     subsidiary, Penley Sports, and obtaining funds from additional financing of
     the  properties  owned  by  UCV  and  its  subsidiaries.  The  consolidated
     financial  statements  do  not  contain  adjustments,   if  any,  including
     diminished recovery of asset carrying amounts, that could arise from forced
     dispositions and other insolvency costs.

7. Discontinued Operations:

     On  September  16, 2004 the Company  committed to a plan of disposal of the
     graphite golf club shaft  operation  owned by Penley Sports,  LLC (Penley).
     The  Company is  currently  in  negotiations  to sell  Penley to the former
     owner,  Carter Penley.  Carter Penley has verbally  agreed to fund any cash
     flow deficits from  November 1, 2004 until a sale is  consummated  or until
     the negotiations  end. In either event, the Company will not be required to
     repay the advances unless the Company ceases negotiations without cause.

     As a result of  adopting  a plan of  disposal,  the  operations  related to
     Penley for both the current period and the prior period, have been restated
     and recorded as discontinued operations.  The operations of Penley included
     a small sublease of a portion of its leased premises which were included in
     the real estate operation segment. The following is a summary of the income
     (loss) from the discontinued business segments:

                                       2004        2003
                                    ---------   ---------
     GOLF:
     Revenues...................... $ 436,586   $ 609,525
     Golf costs ...................  (574,628)   (633,261)
     SG&A- direct .................   (84,164)   (318,004)
     SG&A- corporate allocation ...  (135,000)   (147,000)
     Depreciation .................   (42,470)    (41,391)
                                    ---------   ---------
       Loss .......................  (399,676)   (530,131)
                                    ---------   ---------
     REAL ESTATE OPERATION:
     Revenues .....................   20,022      19,335
     Rental costs .................  (20,000)    (19,200)
                                    ---------   --------
       Loss........................       22         135
                                    ---------   --------
      Total loss from discontinued
       operations .................$(399,654)  $(529,996)
                                    ========    ========

     The following is a summary of the assets and liabilities  related to Penley
     that were included in the balance  sheets as of September 30, 2004 and June
     30, 2004:
                                            September 30     June 30
                                              ---------     ---------
     Assets:
       Trade receivables..................   $  145,526   $  264,997
       Inventories .......................      455,872      605,843
       Prepaid expenses ..................       15,933       23,441
       Equipment & leasehold improvements.    1,611,946    1,611,946
         Accumulated depreciation ........     (941,105)    (898,635)
       Other assets ......................       18,252       18,252

     Liabilities:
       Accounts payable ..................      105,081      184,729
       Accrued payroll and related........       21,913       47,535



                                       6
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
            CONDITION AND RESULTS OF OPERATIONS:
            -----------------------------------
                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------
The independent  auditors'  report dated November 15, 2004 included in our June
30,  2004  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 11 to the consolidated financial statements,  the Company has suffered
     recurring  losses,  and is  forecasting  negative cash flows from operating
     activities for the next twelve months.  These items raise substantial doubt
     about the Company's  ability to continue as a going  concern.  Management's
     plans  in  regard  to these  matters  are also  described  in Note 11.  The
     consolidated financial statements do not include any adjustments that might
     result from the outcome of this uncertainty

As noted  below,  the  recurring  losses and  negative  cash flows relate to the
Company's  golf club shaft  manufacturing  operations.  The Company has not been
successful  in its  efforts to increase  sales,  reduce  manufacturing  costs or
obtain  additional  investors for this operation.  As a result, on September 16,
2004,  the Company  committed  to a plan of disposal of the  graphite  golf club
shaft operation  owned.  The Company is currently in negotiations to sell Penley
to the former owner,  Carter Penley.  Carter Penley has verbally  agreed to fund
any cash flow  deficits  from  November 1, 2004 until a sale is  consummated  or
until the negotiations end. In either event, the Company will not be required to
repay the advances unless the Company ceases negotiations without cause.

The  Company  is  expecting  a $200,000  to  $250,000  cash flow  deficit in the
remaining  three  quarters  of the year  ending  June 30,  2005  from  operating
activities  after  estimated   distributions   from  UCV  ($300,000,   primarily
distributions  from real  estate  operations),  estimated  capital  expenditures
($3,000) and  scheduled  principal  payments on long-term  debt,  excluding  any
estimated  payments to be received  from the sale of Penley.  This analysis does
not  include the  obligation  to pay federal  and state  income  taxes  totaling
$979,000  related to the  taxable  income  reported  from the sale of  apartment
project owned by UCV. Management is currently uncertain about how it will obtain
the funds to pay these tax liabilities.

Management is currently  evaluating  other sources of working capital  including
the proceeds that would become  available for  distribution  to the Company from
refinancing  the debt related to one of the  properties  owned by UCV or selling
one of the properties  owned by UCV.  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, other than the tax liabilities noted above, management believes it will
be able to meet its financial obligations for the next twelve months.

The Company has working capital deficit of $751,212 at September 30, 2004, which
is a $328,883 increase in the working capital of deficit if $422,329 at June 30,
2004. The increase in working capital  deficit is primarily  attributable to the
cash used by operating activities for the three months ended September 30, 2004.


                                        7
<PAGE>

One of the properties  owned by UCV is subject to a loan agreement that requires
Sports Arenas,  Inc. to maintain a minimum net worth of $1,000,000 and a minimum
cash  balance of  $100,000.  As of June 30, 2004 and  September  30,  2004,  the
Company did not meet the net worth  requirement and as of September 30, 2004 the
Company  did not meet the  minimum  cash  requirement.  UCV is in the process of
requesting a waiver from the lender  regarding  this  covenant.  However,  it is
uncertain  whether the lender will grant a waiver.  If UCV is unable to obtain a
waiver from the lender, the lender could call the loan due.

                         CRITICAL ACCOUNTING POLICIES
                          ----------------------------

We prepared the consolidated  condensed  financial  statements of the Company in
conformity with accounting principles generally accepted in the United States of
America.  As such,  we are required to make  certain  estimates,  judgments  and
assumptions that we believe are reasonable based upon the information available.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the periods presented.

We have several significant  accounting  estimates,  such as; income taxes, long
lived assets and accounts  receivable and  inventories,  which were discussed in
the Form 10-K for the year ended June 30, 2004,  that are both  important to the
portrayal of our  financial  condition  and results of  operations,  and require
management's most difficult,  subjective and complex judgments.  Typically,  the
circumstances  that make these  judgments  complex and difficult have to do with
making  estimates  about the effect of matters  that are  inherently  uncertain.
During  the three  months  ended  September  30,  2004,  we did not make any new
accounting estimates that are considered  significant accounting estimates other
than related to income taxes nor were there any  significant  changes related to
our  significant  accounting  estimates that would have a material impact on our
consolidated  financial  position,  results  of  operations,  cash  flows or our
ability to conduct business.

              "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
                              ---------------------

As a result of the Company adopting a plan of disposition for the sale of Penley
Sports,  LLC and  reclassifying  this activity to discontinued  operations,  the
Company now principally only operates in one business  segment,  commercial real
estate rental, through its investee, UCV. Other revenues,  which are not part of
an identified segment, consist primarily of property management fees.

Selling,  general and administrative  costs decreased in 2004 primarily due to a
decrease in professional  fees.  This was partially  offset by a decrease in the
amount of corporate  expenses  allocated to the  discontinued  operations of the
golf segment.

Equity in income of investees  decreased in 2004 due to the losses incurred from
the  operation  of the one of the  three  properties  owned by UCV which was not
included  in the  quarter  ended  September  2003  because  it was  acquired  on
September 26, 2003. leases.

                                        8
<PAGE>

Discontinued Operations:
------------------------
As  discussed  in  Footnote  7 of  Notes  to  Consolidated  Condensed  Financial
Statements,  the  Company has  classified  its  operations  in the golf and real
estate rental segments as discontinued operations.


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

The Company is exposed to market risk primarily due to  fluctuations in interest
rates. The Company and its unconsolidated  subsidiary,  UCV, utilizes both fixed
rate and variable rate debt.

The following table presents  scheduled  principal payments and related weighted
average interest rates of the Company's long-term fixed rate debt for the fiscal
years ended June 30:
                   2005    2006     2007     2008     2009    Total   Fair Value
                  ------- ------- -------  -------  -------  -------  ---------
                                                                         (1)
Fixed rate debt   $13,000 $19,000 $20,000  $21,000   $8,000  $81,000   $81,000
Weighted average
   interest rate    4.6%    4.6%    4.6%     4.9%      4.9%    4.6%      4.6%

The following table presents  scheduled  principal payments and related weighted
average  interest rates of the UCV's long-term fixed rate and variable rate debt
for the fiscal years ended June 30:
<TABLE>
<CAPTION>
                     2005      2006      2007     2008       2009     Thereafter     Total      Fair Value
                   --------  --------  -------- --------  ---------- -----------  -----------  -----------
                                                                                                    (1)
<S>                <C>       <C>       <C>      <C>       <C>        <C>          <C>          <C>
Fixed rate debt    $216,000  $300,000  $596,000 $336,000  $2,723,000 $18,493,000  $22,664,000  $22,664,000
Weighted average
   interest rate     4.6%      4.6%      4.6%      6.1%      6.0%        6.0%         6.1%          4.6%

Variable Rate Debt $158,000  $199,000  $211,000 $223,000  $238,000    $5,487,000   $6,516,000   $6,516,000
Weighted average
   interest rate     5.8%      5.8%      5.8%      5.8%      5.8%        5.8%         5.8%          5.8%
</TABLE>

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

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

                                       9
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------
An evaluation was carried out under the supervision  and with the  participation
of the Company's management, including its Chief Executive Officer and its Chief
Financial  Officer,   of  the  effectiveness  of  the  disclosure  controls  and
procedures (as defined in Rule  13a-14(c)  under the Securities and Exchange Act
of 1934 (the "Exchange Act") as of September 30, 2004. Based on this evaluation,
the Chief Executive  Officer and the Chief Financial Officer have concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.  There have been no changes in the  Company's  internal  control over
financial  reporting (as defined in Rule 13a-15(e) under the Securities Exchange
Act of  1934)  during  the  Company's  most  recent  fiscal  quarter  that  have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                                     PART II
                                OTHER INFORMATION

ITEM 1. Legal Proceedings

As of September 30, 2004, 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, 2004.

ITEM 2. Changes in Securities

            NONE

ITEM 3. Defaults upon Senior Securities

            N/A

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

            NONE

ITEM 5. Other Information

            NONE

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

      (b) Reports on Form 8-K:  NONE
          On   July 6,  2004,  the  Company  filed a Current  Report on Form 8-K
               reporting  under  Item 4 -  Changes  in  Registrant's  Certifying
               Accountant that on June 29, 2004, the Company  dismissed KPMG LLP
               as its Independent  Registered Public Accounting Firm and on June
               30,  2004,  the  Company  engaged  Peterson  &  Co.,  LLP  as its
               successor Independent Registered Public Accounting Firm.
          On   July 9,  2004,  the  Company  filed a Current  Report on Form 8-K
               reporting under Item 9. Regulation FD Disclosure that on June 30,
               2004 the  Company,  Harold S.  Elkan  and  Andrew  Bradley,  Inc.
               entered into a Debt Payment & Extra Compensation Agreement.
          On   September 7, 2004, the Company filed a Current Report on Form 8-K
               reporting  under Item  1.01.-  Entry  into a Material  Definitive
               Agreement  that on September  2, 2004,  the Company and Harold S.
               Elkan  entered  into the Stock  Restriction  Agreement  , with an
               effective date of June 30, 2004 pursuant to, and as  contemplated
               by, the Debt Payment and Compensation Agreement.

                                       10
<PAGE>


                                   SIGNATURES


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




      SPORTS ARENAS, INC.



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


      Date:   January 12, 2005
            --------------------



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



      Date:  January 12, 2005
           ------------------




                                       11