SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): SEPTEMBER 3, 2004

                       Sports Arenas, Inc.
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      (Exact name of registrant as specified in its charter)

            Delaware                     0-2380             13-1944249
 -----------------------------       -------------     -------------------
(State or  other  jurisdiction       (Commission       (IRS Employer
     of incorporation)                 File Number)     Identification No.)


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


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filng obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR
     230.425

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




                                    FORM 8-K
                                 CURRENT REPORT
                        Pursuant to Section 13 or 15(d)
                         of the Securities Act of 1934



Item 1.01. Entry into a Material Definitive Agreement.

On September 2, 2004, Sports Arenas,  Inc. ("SAI") and Harold S. Elkan ("Elkan")
entered into the Stock Restriction  Agreement  ("Agreement") , with an effective
date of June 30, 2004 pursuant to, and as contemplated  by, the Debt Payment and
Compensation  Agreement  which was entered into on June 30, 2004 and  previously
reported on Form 8-K filed July 6, 2004.  Elkan is Chief  Executive  Officer,  a
director  and  chairman of the board of SAI, and  beneficial  owner of 50.01% of
SAI's outstanding common stock. The Agreement applies to the 5,441,734 of shares
of SAI common stock  ("Restricted  Shares") issued to Elkan pursuant to the Debt
Payment and  Compensation  Agreement as extra  compensation  in  recognition  of
guarantees  Elkan has provided to  subsidiaries  of SAI. The Agreement  provides
for, among other things:

     (a)  Restrictions on Elkan's ability to transfer the Restricted  Shares for
          five years;

     (b)  Elkan's  forfeiture  to  SAI  of  the  Restricted  Shares  in  certain
          circumstances, including if there occurs an event of default, if Elkan
          is  terminated  with cause,  or if the net fair market  value of SAI's
          assets  shall have  failed to  increase  by at least 2.5  percent  per
          annum, compounded annually, over the period between the effective date
          of the  Agreement and the 90th day prior to the fifth  anniversary  of
          such effective date;

     (c)  SAI's right to purchase any or all of the Restricted Shares from Elkan
          at $.05936 per share in limited circumstances; and

     (d)  the grant of certain  anti-dilution and piggyback  registration rights
          to Elkan as set forth in the Agreement.

The  foregoing  summary of the  Agreement  is  qualified in its entirety by this
reference  to the  Agreement,  a copy of which is  attached  to this  Report  as
Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits.

         (c)  Exhibits

         Exhibit 99.1- Stock Restriction Agreement





                                               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 hereunto duly authorized.


Date: September 3, 2004                    Sports Arenas, Inc.
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                                          By: /s/ Harold S. Elkan
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                                                  Harold S. Elkan, President