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

FORM 10-Q

(Mark One)

x
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
   
 
For the quarterly period ended May 31, 2008
   
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
   
 
For the transition period from ________ to________
   
 
Commission File Number 1-15913
 
UNITED STATES BASKETBALL LEAGUE, INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
 
06-1120072
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification Number)
 
183 Plains Road, Suite 2, Milford, Connecticut 06461
(Address of Principal Executive Offices)


(203) 877-9508
(Registrant’s Telephone Number, Including Area Code)


(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
 

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                   Yes  o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of July 16, 2008, there were 3,482,527 shares of Common Stock, $.01 par value per share, outstanding.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large accelerated filer o
 
Accelerated filer
o
         
 
Non-accelerated filer o
 
Smaller reporting company
x
 
(Do not check if a smaller reporting company)
   
 
UNITED STATES BASKETBALL LEAGUE, INC.
INDEX
 
   
PAGE
PART I.
FINANCIAL INFORMATION
 3
     
Item 1.
Unaudited Financial Statements.
 3
     
 
Consolidated Balance Sheets – May 31, 2008 and February 28, 2008
3
     
 
Consolidated Statements of Operations for the three months Ended May 31, 2008 and 2007
4
     
 
Consolidated Statement of Stockholders’ Deficiency
5
     
 
Consolidated Statements of Cash Flows for the three months ended May 31, 2008 and 2007
6
     
 
Notes to Consolidated Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis or Plan of Operation
12
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risks
13
     
Item 4T.
Controls and Procedures
13
     
PART II.
OTHER INFORMATION
13
     
Item 6.
Exhibits
13
 
2

PART I
FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS.
 
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
 
CONSOLIDATED BALANCE SHEETS

 
 
May 31,
2008
 
February 29,
2008
 
   
(Unaudited)
     
ASSETS
             
               
CURRENT ASSETS:
             
Cash and cash equivalents
 
$
2,922
 
$
17,975
 
Marketable equity securities
   
3,642
   
3,642
 
Inventory
   
5,000
   
5,000
 
Due from related parties
   
31,737
   
28,895
 
Total current assets
   
43,301
   
55,512
 
               
PROPERTY, NET
   
251,088
   
252,386
 
Total assets
 
$
294,389
 
$
307,898
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  
               
               
CURRENT LIABILITIES:
             
Accounts payable and accrued expenses
 
$
53,311
 
$
73,375
 
Credit card obligations
   
111,135
   
96,688
 
Due to related parties
   
1,035,497
   
994,604
 
Current portion of mortgage payable
   
71,467
   
74,245
 
               
Total current liabilities
   
1,271,410
   
1,238,912
 
Due to related parties, net of current portion
   
50,000
   
50,000
 
Total Liabilities
   
1,321,410
   
1,288,912
 
STOCKHOLDERS’ DEFICIENCY
             
Common stock, $0.01 par value; 30,000,000
shares authorized; issued and outstanding
3,522,502 and 3,522,502, shares respectively
   
35,225
   
35,225
 
Preferred stock, $0.01 par value; 2,000,000
shares authorized; 1,105,679 shares issued
and outstanding
   
11,057
   
11,057
 
Additional paid-in-capital
   
2,668,155
   
2,668,155
 
Deficit
   
(3,699,004
)
 
(3,652,997
)
Treasury stock, at cost; 39,975 shares
   
(42,454
)
 
(42,454
)
Total stockholders’ deficiency
   
(1,027,021
)
 
(981,014
)
                
Total liabilities and stockholders’ deficiency
 
$
294,389
 
$
307,898
 

See notes to consolidated financial statements.
 
3
 
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended
 
   
May 31, 
2008
 
May 31,
2007
 
           
REVENUES:
             
Initial franchise fees
 
$
-
 
$
-
 
Continuing franchise fees
   
10,000
   
55,000
 
Sponsorship/advertising
   
-
   
45,000
 
Other
   
11,000
   
16,542
 
     
21,000
   
116,542
 
               
OPERATING EXPENSES:
             
Consulting
   
-
   
48,500
 
Referee fees
   
-
   
11,600
 
Salaries
   
14,700
   
14,950
 
Travel and promotion
   
11,395
   
5,772
 
Depreciation
   
1,298
   
1,298
 
Other
   
30,312
   
27,621
 
     
57,705
   
109,741
 
               
Income (loss) from operations
   
(36,705
)
 
6,801
 
               
OTHER INCOME (EXPENSES):
             
Net gain (loss) from marketable equity securities
   
-
   
(175
)
Interest and other expense
   
(9,304
)
 
(5,567
)
Interest and dividend income
   
2
   
12
 
     
(9,302
)
 
(5,730
)
               
NET INCOME (LOSS)
 
$
(46,007
)
$
1,071
 
               
Earnings (loss) per common share:
             
Basic
 
$
(0.01
)
$
0.00
 
Diluted
 
$
(0.01
)
$
0.00
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
             
Basic
   
3,482,527
   
3,482,527
 
Diluted
   
4,588,206
   
4,588,206
 

See notes to consolidated financial statements.
 
4
 
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)

   
Common Stock
 
Preferred Stock
 
Additional
         
Total
 
 
 
Shares
 
 
 
Shares
 
 
 
Paid-in
 
 
 
Treasury
 
Stockholders’
 
   
Outstanding
 
Amount
 
Outstanding
 
Amount
 
Capital
 
Deficit
 
Stock
 
Deficiency
 
                                   
Balance February 29, 2008
   
3,522,502
 
$
35,225
   
1,105,679
 
$
11,057
 
$
2,668,155
 
$
(3,652,997
)
$
(42,454
)
$
(981,014
)
Net Income (loss)
                   
-
   
-
   
-
   
-
   
(46,007
)
 
-
   
(46,007
)
                                                   
Balance May 31, 2008
   
3,522,502
 
$
35,225
   
1,105,679
 
$
11,057
 
$
2,668,155
 
$
(3,699,004
)
$
(42,454
)
$
(1,027,021
)

See notes to consolidated financial statements.
 
5
 
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months Ended
 
   
May 31,
2008
 
May 31,
2007
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
             
Net Income (loss)
 
$
(46,007
)
$
1,071
 
Adjustments to reconcile net income(loss) to net cash (used in) provided by operating activities:
             
Depreciation
   
1,298
   
1,298
 
Change in operating assets and liabilities:
             
Marketable equity securities
   
-
   
175
 
Accounts payable and accrued expenses
   
(20,064
)
 
16,864
 
Credit card obligations
   
14,447
   
(7,700
)
               
Net cash (used in) provided by operating activities
   
(50,326
)
 
11,708
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Decrease (increase) in due from related parties
   
(2,842
)
 
(17,188
)
Increase (decrease) in due to related parties
   
40,893
   
9,507
 
Decrease in mortgage payable
   
(2,778
)
 
(2,652
)
               
Net cash provided by (used in) financing activities
   
35,273
   
(10,333
)
               
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
   
(15,053
)
 
1,375
 
                  
CASH AND CASH EQUIVALENTS, beginning of period
   
17,975
   
4,061
 
                 
CASH AND CASH EQUIVALENTS, end of period
 
$
2,922
 
$
5,436
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
             
               
Interest paid
 
$
6,854
 
$
5,958
 
Income tax paid
 
$
-
 
$
-
 

See notes to consolidated financial statements.
 
6
 
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2008
(Unaudited)

1.
Description of Business and Basis of Presentation :

United States Basketball League, Inc. (“USBL”), incorporated in Delaware on May 29, 1984, operates a professional summer basketball league through franchises located in the United States. Its wholly owned subsidiary Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH”) owns a commercial building in Milford, Connecticut.  

At May 31, 2008, USBL and MCREH (collectively, the “Company”) had negative working capital of $1,228,109, a stockholders’ deficiency of $1,027,021, and accumulated losses of $3,699,004. This factor, as well as the Company’s reliance on related parties (see Notes 6 and 9) creates an uncertainty as to the USBL’s ability to continue as a going concern.

The Company is making efforts to raise equity capital, revitalize the league and market new franchises. However, there can be no assurance that the Company will be successful in accomplishing its objectives. Because of the uncertainties surrounding the ability of the Company to continue its operations, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they may not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation. Operating results for the three-month period ended May 31, 2008 may not necessarily be indicative of the results that may be expected for the year ending February 28, 2009. The notes to the consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-KSB for the year ended February 29, 2008.

2.
Summary of Significant Accounting Policies :

Principles of consolidation - The accompanying consolidated financial statements include the accounts of USBL and MCREH. All significant intercompany accounts and transactions have been eliminated.

Fair value disclosures – The carrying amounts of the Company’s financial instruments, which consist of cash and cash equivalents, marketable equity securities, due from related parties, accounts payable and accrued expenses, credit card obligations, due to related parties and mortgage payable, approximate their fair value due to their short term nature or based upon values of comparable instruments.

Cash and cash equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
 
7
 
Marketable equity securities – Marketable equity securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investment in marketable equity securities as trading securities. The change in net unrealized holding gain (loss) included in earnings for the three months ended May 31, 2008 and 2007 was $0 and $(175), respectively.

Inventory - Inventory consists of USBL trading cards, basketball uniforms, sporting equipment and printed promotional material and is stated at the lower of cost or market. Certain inventory was obtained through barter transactions whereby the USBL granted suppliers various advertising space (print) and airtime (television) in return for the supplier’s products. These transactions were accounted for based upon the fair values of the assets and services involved in the transactions.

Depreciation expense - Depreciation is computed using the straight-line method over the building’s estimated useful life (approximately 30 years).

Revenue recognition - The Company generally uses the accrual method of accounting in these financial statements. However, due to the uncertainty of collecting royalty and franchise fees from the franchisees, the USBL records these revenues upon receipt of cash consideration paid or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions are recorded at the fair value of the franchise granted or the service received, based on which value is more readily determinable. Upon the granting of the franchise, the Company has performed essentially all material conditions related to the sale. The offering price of a new franchise at May 31, 2008 was $100,000.

The Company generates advertising revenue from fees for arena signage, tickets, and program and year book advertising space. Advertising revenue is recognized over the period that the advertising space is made available to the user.

Fees charged to teams to allow them to relocate are recognized as revenue upon collection of the fee. Souvenir sales, which are generated on the Company’s web site, are recorded upon shipment of the order. Essentially all orders are paid by credit card.

Income taxes - Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted
tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance has been fully provided for the deferred tax asset (approximating $658,400) attributed to the net operating loss carryforward.

As of May 31, 2008, the Company had a net operating loss carryforward of approximately $1,646,000 available to offset future taxable income. The carryforward expires in varying amounts through year ended February 29, 2029.

Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8
 
Advertising costs - Advertising costs are expensed as incurred.

Stock-based compensation - Stock compensation is accounted for at fair value in accordance with SFAS No. 123 and 123(R), “Accounting for Stock-Based Compensation.” No stock options were granted during 2008 and 2007 and none are outstanding at May 31, 2008.
 
Earnings (loss) per share - SFAS No. 128, “Earnings Per Share”, establishes standards for computing and presenting earnings (loss) per share (EPS). SFAS No. 128 requires dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or convertible securities were exercised or converted into common stock.

Comprehensive income – Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Comprehensive income (loss) was equivalent to net income (loss) for all periods presented.

Referee fees – The Company’s principal obligation under the franchise agreements is to provide referees for the league.

3.
Due from related parties

Due from related parties consist of:

   
May 31,
 
February 29,
 
   
2008
 
2008
 
   
(unaudited)
     
Due from Meisenheimer Capital, Inc. (“MCI”), controlling stockholder of USBL, non-interest bearing, due on demand
 
$
29,737
 
$
26,895
 
               
Due from Synercom, Inc. (“Synercom”), a corporation controlled by the two officers of USBL, non-interest bearing, due on demand
   
2,000
   
2,000
 
               
Total
 
$
31,737
 
$
28,895
 

4.
Property, Net

Property, net consists of:

   
May 31,
 
February 29,
 
   
2008
 
2008
 
   
(unaudited)
     
           
Land
 
$
121,253
 
$
121,253
 
Building
   
155,747
   
155,747
 
Total
   
277,000
   
277,000
 
               
Less accumulated depreciation
   
(25,912
)
 
(24,614
)
               
Property, net
 
$
251,088
 
$
252,386
 
 
9
 
MCREH leases the property on a month-to-month basis. Rental income (which is included in other revenues in the consolidated statements of operations) for the three months ended May 31, 2008 and 2007 was $11,000 and $16,500, respectively.

In April 2008, Cadcom vacated the MCREH property. Presently, MCREH has no tenants at the property and is not earning any rental income.

5.
Credit Card Obligations

USBL uses credit cards of related parties to pay for certain travel and promotion expenses. USBL has agreed to pay the credit card balances, including related interest. The credit card obligations bear interest at rates ranging up to 30% and are due in monthly installments of principal and interest.

6.
Due to Related Parties

Due to related parties consists of:

   
May 31,
2008
 
February 29,
2008
 
   
Unaudited
     
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand
 
$
574,420
 
$
553,919
 
USBL loans payable to the two officers of USBL, interest at 6%, due on demand
   
321,077
   
300,685
 
MCREH note payable to mother of the two officers of USBL, interest at 6%, due December 31, 2011
   
50,000
   
50,000
 
MCREH note payable to Spectrum, interest at 7%, due on demand, secured by MCREH property
   
25,000
   
25,000
 
MCREH note payable to president of USBL, interest at 7%, due on demand, secured by MCREH property
   
45,000
   
45,000
 
MCREH note payable to mother of the two officers of USBL, interest at 7%, due on demand, secured by MCREH property
   
70,000
   
70,000
 
Total
   
1,085,497
   
1,044,604
 
Less current portion
   
(1,035,497
)
 
(994,604
)
               
Non current portion
 
$
50,000
 
$
50,000
 

For the three months ended May 31, 2008 and 2007, certain interest due under these loans were waived by the respective lenders.

7.
Mortgage Payable

The mortgage bears interest at 7.06% per annum, is payable in monthly installments of principal and interest of $1,362 through July 2008, and provides for a balloon payment of $69,373 in August 2008.

The mortgage is guaranteed by the Company’s officers.
 
10
 
8.
Stockholders’ Equity
   
 
Each share of common stock has one vote. Each share of preferred stock has five votes, is entitled to a 2% non-cumulative annual dividend, and is convertible at any time into one share of common stock.

9.
Related Party Transactions
   
 
In the three months ended May 31, 2008 and 2007, USBL included in continuing franchise fees revenues from MCI of $0 and $45,000, respectively, and revenues from Spectrum of $10,000 and $0 respectively.
 
In the three months ended May 31, 2008 and 2007, USBL received advertising revenues from Spectrum totaling $0 and $45,000, respectively.
 
In the three months ended May 31, 2008 and 2007, MCREH received rental income from Cadcom, Inc., a corporation controlled by the two officers of USBL, totaling $11,000 and $16,500, respectively.
 
In the three months ended May 31, 2008 and 2007, USBL included in consulting fees expenses to MCI of $0 and $45,000, respectively.
 
10.
Commitment and Contingencies
   
 
Occupancy Agreement
 
In September 2007, the Company moved its office from the MCREH building to a building owned by Genvest LLC, an organization controlled by the two officers of USBL. Improvements to the Company’s space there were completed in February 2008. Pursuant to a verbal agreement, the Company is to pay Genvest monthly rentals of $1,000 commencing March 2008.
 
Financial Advisory Agreement
 
On November 28, 2007, USBL executed an agreement with Colebrooke Capital, Inc. (“Colebrooke”). The agreement provided for Colebrooke to provide financial advisory services to USBL. As compensation, USBL was to pay Colebrooke monthly fees of $3,000 commencing December 15, 2007. In the event that a financing is consummated with a participant introduced to USBL by Colebrooke or with which Colebrooke was in discussions with on behalf of USBL, Colebrooke is to receive consideration equal to 7.5% of the total capital raised. For non financing capital transactions, Colebrooke is to earn a cash fee equal to 5% of the Transaction Value; alternatively and at Colebrooke’s option, Colebrooke may receive 6% of the Transaction Value in an equivalent form to that received or issued by USBL. The term of the agreement was four months and was to renew automatically unless either party provided written notice of cancellation. Colebrooke’s engagement may be terminated by USBL or Colebrooke at any time upon 30 days written notice from one party to the other.
 
No monthly fees to Colebrooke were paid or accrued in the three months ended May 31, 2008. The Company has obtained a verbal waiver of such fees from Colebrooke.
 
Suspension of 2008 Season
 
In December 2007, USBL announced the suspension of its 2008 season. This suspension may result in claims and legal actions from franchisees. As of June 18, 2008, no such claims and legal actions have been made.
 
11

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.  

OVERVIEW

It is anticipated that the Company will continue to rely on financial assistance from affiliates. The Meisenheimer family is fully committed to making the Company a profitable operation and also making the League a viable one. Given the current lack of capital, the Company has not been able to develop any new programs to revitalize the League, nor has it been able to hire additional sales and promotional personnel. As a result, the Company is currently dependent on the efforts of Daniel T. Meisenheimer, III and two other employees for all marketing efforts. Their efforts have not resulted in any substantial increase in the number of franchises. The NBA has established a developmental basketball league known as the National Basketball Developmental League (“NBDL”). The Company believes that the establishment of this league, consisting of eight teams, will have no effect on the Company’s season, since the NBDL season as presently constituted runs from November through March. Further, nothing prohibits a NBDL player from playing in the USBL. Accordingly, and as of the present time, the Company does not perceive the NBDL as a competitor. However, with the establishment of the NBDL, it is unlikely that, at least for the present time, the Company can develop any meaningful relationship with the NBA .

THREE MONTHS ENDED MAY 31, 2008 AS COMPARED TO MAY 31, 2007

Aggregate franchise fees decreased to $10,000 for the first quarter of 2008 from $55,000 in the first quarter of 2007. Sponsorship and advertising revenues totaled $0 during the first quarter of 2008 as compared to $45,000 in the first quarter of 2007. This was due to a decrease in revenues from the Company’s affiliate Spectrum Associates. $21,000 and $116,500 of the 2008 and 2007 first quarter revenues, respectively, were derived from various related parties.

Operating expenses decreased from $109,741 for the three months ended May 31, 2007 to $57,705 for the three months ended May 31, 2008. The decrease in operating expenses was primarily due to lower referee fees and a decrease in management fees paid to MCI for management services, including the services provided to the Company by Daniel T. Meisenheimer, III and Richard C. Meisenheimer, as a result of the suspension of the 2008 season.

Interest and other expense increased to $9,304 in 2008, as compared to $5,567 in 2007.
 
Net loss for the three months ended May 31, 2008 was $46,007 as compared to income of $1,071 for the three months ended May 31, 2007. This $47,078 decrease is due mainly to the $95,542 decrease in revenues, offset by the $52,036 decrease in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $2,922 and a working capital deficit of $1,228,109 at May 31, 2008. The Company's statement of cash flows reflects cash used in operating activities of $50,326, which results primarily from the net loss for the quarter. Net cash provided by financing activities was $35,273 in 2008 compared to cash used of $10,333 in 2007.
 
The Company's ability to generate cash flow from franchise royalty fees is dependent on scheduling of a 2009 season and the financial stability of the individual franchises constituting the League. Each franchise is confronted with meeting its own fixed costs and expenses, which are primarily paid from revenues generated from attendance. Experience has shown that USBL is generally the last creditor to be paid by the franchise. If attendance has been poor, USBL has from time to time only received partial payment and, in some cases, no payments at all. The Company estimates that it requires approximately $300,000 of working capital to sustain operations over a 12-month period. Accordingly, if the Company is unable to generate additional sales of franchises and schedule a 2009 season within the next 12 months it will again have to rely on affiliates for loans and revenues to assist it in meeting its current obligations. With respect to long term needs, the Company recognizes that in order for the League and USBL to be successful, USBL has to develop a meaningful sales and promotional program. This will require an investment of additional capital. Given the Company's current financial condition, the ability of the Company to raise additional capital other than from affiliates is questionable. At the current time the Company has no definitive plan as to how to raise additional capital.
 
12
 
I TEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  
 
      Not applicable.
 
I TEM 4T.  CONTROLS AND PROCEDURES.  
 
Under the supervision and with the participation of our management, including our principal executive and financial officers, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2008 and, based on such evaluation, our principal executive and financial officers have concluded that these controls and procedures are effective. There were no significant changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures.

PART II
OTHER INFORMATION

Item 6.  Exhibits.

Exhibit No.:
 
Description:
     
31.1
 
Certification of principal executive officer
     
31.2
 
Certification of principal financial officer
     
32
 
Certification pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
13

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.

UNITED STATES BASKETBALL LEAGUE, INC.
   
By:
/s/ Daniel T. Meisenheimer III
 
Daniel T. Meisenheimer III
 
Chairman and President
   
By:
/s/ Richard C. Meisenheimer
 
Richard C. Meisenheimer
 
Chief Financial Officer and
 
Director

Date: July 21, 2008
 
14

EXHIBIT INDEX

Exhibit No.:
 
Description:
     
31.1
 
Certification of principal executive officer
     
31.2
 
Certification of principal financial officer
     
32
 
Certification pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
15
 
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