SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET, N.W.
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934

                                    For the fiscal year ended February 28, 2007

                                    or

[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                          For the transition period from _________ to _________

                                                Commission File Number 001-15913

                      UNITED STATES BASKETBALL LEAGUE, INC.
                 (Name of small business issuer in its charter)

            Delaware                                    06-1120072
  (State or other jurisdiction of                    (I.R.S.  Employer
   incorporation or organization)                    Identification No.)

  46 Quirk Road, Milford, Connecticut                     06460
  (Address of principal executive offices)              (Zip Code)

Issuer's telephone number (203) 877-9508

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock - $.01 par value

     Check  whether  the issuer is not  required  to file  reports  pursuant  to
Section 13 or 15(d) of the Securities Exchange Act. [ ]

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [X]

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

     State issuer's revenues for its most recent fiscal year: $413,580.

     As of May 31, 2007, the aggregate market value of the voting and non-voting
common equity held by non-affiliates was approximately $364,660.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

     The number of shares of the registrant's common stock outstanding as of May
31,  2006 was  3,482,527  shares.  The  number  of  shares  of the  registrant's
preferred stock outstanding as of May 31, 2006 was 1,105,679 shares.


<PAGE>


Item  1. Description of Business.

a)   History

     The United States  Basketball  League  ("USBL",  "we" or the "Company") was
incorporated  in  Delaware  in  May,  1984  as  a  wholly-owned   subsidiary  of
Meisenheimer  Capital,  Inc.  ("MCI").  MCI was and is a publicly  owned company
having made a  registered  public  offering of its common  stock in 1984.  Since
1984, MCI has been under the control of the  Meisenheimer  family  consisting of
Daniel T. Meisenheimer III, his brother, Richard Meisenheimer,  and their father
and  mother,  Daniel  Meisenheimer,  Jr.  and Mary  Ellen  Meisenheimer.  Daniel
Meisenheimer,  Jr. died in September,  1999. Members of the Meisenheimer  family
also have a controlling interest in Spectrum Associates,  Inc.  ("Spectrum"),  a
company  engaged in the  manufacture  of  helicopter  parts.  From time to time,
Spectrum  has loaned  money to us and has  engaged in other  revenue  generating
transactions with us.

b)   Operations

     We were  incorporated  by MCI for the purpose of developing  and managing a
professional  basketball  league,  the  United  States  Basketball  League  (the
"League").  The League was originally conceived to provide a vehicle for college
graduates  interested in going professional with an opportunity to improve their
skills and to showcase their skills in a professional environment. This approach
affords  the players an  opportunity  to perhaps be selected by one of the teams
comprising the National Basketball Association ("NBA") and to attend summer camp
sponsored by that team.  Today,  our players also consist of free agents seeking
to join an NBA  team.  USBL's  season  (April  through  June of each  year)  was
specifically  designed to afford our League players the chance to participate in
the  various  summer  camps  run by the  teams in the NBA,  which  summer  camps
normally start in August each year.  Since 1984 and up to the present time there
have been  approximately 150 players from our League who also have been selected
to play for teams in the NBA. A sizable  number of our players  were  eventually
selected to play in NBA all star games.  Additionally,  a total of approximately
75  players  were  previously  selected  each  year to  play in the  Continental
Basketball  Association ("CBA") and the National  Basketball  Development League
(the "NBDL"), the official developmental league of the NBA.

     Since the  inception  of our  League,  we have been  primarily  engaged  in
selling  franchises  and  managing  the League.  From 1985 and up to the present
time, we have sold a total of approximately  forty active franchises  (teams), a
vast  majority of which were  terminated  for non-  payment of their  respective
franchise  obligations.  For the 1999  season  (ending in  August,  1999) we had
thirteen active franchises and two inactive  franchises.  After the 1999 season,
two franchises  were canceled for their failure to meet  franchise  obligations.
For our 2000 season,  which began in May, 2000, we had eleven active franchises.
For the 2001 season, which began on May 30 and ended on July 1, 2001, we had ten
active  franchises.  One franchise  active during the 2001 season was terminated
for failure to pay its annual  franchise  fees. For the 2002 season,  we had ten
active  franchises.  For the 2003 season we had nine active  franchises  and two
inactive franchises which were current in paying their franchise fees. These two
inactive franchises were activated for the 2004 season which began in April 2004
for a total of eleven teams for that


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<PAGE>

season. We now have six active franchises and one franchise (Brevard Blue Ducks)
dormant for the 2007 season.

     As the  League is  presently  constituted,  each  team  within  the  League
maintains  an active  roster of eleven  players  during the season and each team
plays thirty games per season. We have playoffs at the conclusion of the regular
season. Under the terms of our Franchise  Agreements,  each franchise is limited
to a $47,500  salary cap for all players for each season.  No player can receive
more than $1,000 a week as salary.

     Since the inception of the League to the present time, the number of active
franchises has fluctuated from a low of seven to a high in the 1999 season of 13
franchises. The current active franchises,  divided into the Eastern and Midwest
Divisions,  are located in Dodge City,  Kansas  (the Dodge City  Legend);  Enid,
Oklahoma (the Oklahoma Storm); Salina, Kansas (the Kansas Cagerz); Brooklyn, New
York (the Brooklyn  Kings);  Long Island,  New York (Long Island  Primetime) and
Gary, Indiana (the Gary Steelheads).  The Melbourne,  Florida team (Brevard Blue
Ducks) is  dormant  for the 2007  season.  In  addition,  MCI owns two  inactive
franchises which pay annual royalty fees, and Spectrum Associates owns one.

     At the present  time we are  offering  franchises  for  $200,000.  Our most
recent sale was in 2007 at a price of $50,000, $10,000 as a down payment and the
balance was to be paid over two years.  We have been unable to receive more than
$50,000 for a down payment on expansion  teams and we require dues be paid prior
to  the  year-end.  This  does  not  always  allow  us to  receive  all  of  the
installments  due on time. We therefore work with our  franchisees to allow them
to meet their local market  obligations  and carry their balance with the League
until they can make  payments.  This is in the best interest of the USBL and its
teams.  The  stronger  the teams are in their  markets the  stronger  the League
becomes.

     Since 1984,  we have sold  franchises  at various  prices  ranging  from as
little as $25,000 to $300,000. The price for the franchises has varied depending
on the location of the franchise, the prior history, if any, and the location of
existing  franchises.  Because  historically  most of the  franchises  have  not
operated  profitably,  the asking price has been  negotiated  and in addition we
have extended highly favorable  installment plans.  Nearly all of the franchises
sold by us since the  beginning of our  operations in 1984 and up to the present
time have been sold on an  installment  basis and at times the purchasers of the
franchises have not been able to meet the installment  terms and as a result the
franchises were  terminated.  Based on the  uncertainty of collecting  franchise
fees, we record those  revenues upon receipt of cash  consideration  paid or the
performance of related  services by the  franchisee.  Discussions  are now being
held for new  expansion  teams for  2008,  with a limit of 12 teams for the 2008
season.

     We utilize a standard  franchise  agreement which is on file in the various
states where we offer our franchises.  Under this standard franchise  agreement,
the term of the  franchise  is for ten (10)  years  with a right to renew  for a
similar  period.  In addition to the initial  purchase price of the  franchises,
franchisees  are  required to pay an annual  royalty fee ranging from $20,000 to
$25,000  per year.  Currently  two of the six active  franchises  are current in
their payment of annual  royalty fees.  One franchise was terminated for failure
to pay  franchise  fees  and the  remaining  franchises  all  owe  approximately
$10,000.  The  franchise  agreement  affords  us the


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<PAGE>


right to terminate  these  franchises for failure to pay the annual royalty fee,
but in an effort to maintain the continuity of the League we have elected not to
do so in certain  instances.  In addition  and because of our desire to have the
League expand,  historically,  we have from time to time adjusted annual royalty
fees in certain situations where the individual franchise has not been operating
profitably. Currently there have been no adjustments for the annual royalty fees
due us. Our franchise  agreement also entitles us to receive television revenues
on a  sharing  basis  with the  teams in  connection  with the  broadcasting  of
regional or national games.  While in the past we have broadcasted on a regional
basis,  we have not received any significant  revenues.  We are also entitled to
receive  a  percentage  from the sale of team and  league  merchandise  which is
directly sold by us,  primarily  over the Internet.  Revenues  earned by us from
merchandise has also been insignificant. Revenues from the sale by a team of its
own merchandise are retained by the selling team.  These sales have  contributed
to the individual team's revenues.

     Our franchise  agreements also require us to use our best efforts to obtain
sponsorships for each team and the League.  Such sponsorships are generally from
local or national  corporations.  The sponsorships  which for the last few years
have been  negligible  generally  take the form of free  basketballs,  uniforms,
airline tickets and discount  accommodations for teams when they travel.  During
the 2003  season  we did  receive  discounted  air fares  for team  travel  from
American  Airlines in exchange for  advertising  in team programs and signage at
the arenas as well as advertising on our web site. The sponsorships generated by
us are shared by all of the teams in the League. The individual teams comprising
the league are also free to seek sponsorship for their own individual franchise.
Some of the teams have been successful in attracting  local  sponsorships in the
form of  merchandise  and cash and it is these  sponsorships  that  have  helped
support the ongoing  operations of the  individual  teams.  Other teams have not
been successful. The success of obtaining sponsorship is generally a function of
good attendance and good media exposure. In some instances particular franchises
cannot generate any meaningful  attendance  because of a lack of media exposure.
The Franchise  Agreement also requires us to provide scheduling of all games and
officiating  for all games. We also print a full roster book as well as a weekly
newsletter which provides information regarding the League as well as individual
players and their  personal  statistics.  The USBL website  (usbl.com) is also a
resource for the teams,  the media and the fans,  with 1,000,000 hits per month.
The website is updated daily with statistical information and articles.

     As previously stated, very few of our franchises have operated  profitably.
This is primarily due to the fact that  attendance and  sponsorship has not been
sufficient  to sustain a team's  expenses.  We estimate that at the current time
annual  expenses for each team average  approximately  $250,000.  At the present
time only two franchises are operating profitably. The general lack of marketing
by the League and the teams is primarily due to insufficient capital to properly
promote  and market the League,  which has  resulted  in our  inability  and the
individual team's inability to attract any meaningful sponsorships. As a result,
the sale of  additional  franchises  either to  maintain  a  constant  number of
franchises or to expand the League has historically proven difficult for us.

     From the inception of the League,  USBL has  generally  operated at a loss.
This has been due to the poor sale of  franchises  and the  inability of most of
the franchises to generate  sufficient  revenues to pay their respective  annual
royalty fees.  Because of the poor historical  record, we


                                       4


<PAGE>


have been dependent on loans from the principals and their affiliated  companies
to defray  the cost of  operations.  See "Item 12 -  Certain  Relationships  and
Related  Transactions."  Additionally and because of our poor performance for at
least the last four years, our auditors have rendered  qualified  opinions based
on their concerns as to our ability to continue as a going  concern.  For Fiscal
1999 (the 1998  season),  gross  attendance  for the entire  League was  153,115
attendees,  which  represented  an average of 981 attendees per game.  The gross
attendance  for Fiscal 2000 (the 1999 season) was  162,962-1,044  attendees  per
game, which represented  approximately a 6 1/2% increase over the previous year.
For the fiscal year which ended February 28, 2001 (the 2000 season),  attendance
for our entire  season was 248,222 gross  attendees - 1,513  attendees per game.
This  represented  a 52%  increase  over  Fiscal  2000.  For  our  2001  season,
attendance was only  225,791-1,446  attendees per game, a decline from the prior
season. For the 2002 season our attendance was 251,853-1,679 attendees per game.
This  represented  a 10%  increase  over the prior  year.  For the 2003  season,
attendance  was  173,351-  1,536  attendees  per  game.  For  the  2004  season,
attendance  was 171,386 - 1,038  attendees  per game,  a decline  from the prior
season due to less marketing and the league  mid-season took over a team and ran
it with no  advertising  or  promotions.  For the 2005 season the attendance was
165,000 - 1,024 attendees per game. For the 2006 season  attendance was 89,315 -
940 attendees  per game.  We believe that the decrease in  attendance  will have
very little effect on the future growth of the League.

c) Employees

     We currently  have a staff in excess of 50 people.  We have four  full-time
employees   consisting   of  the  chairman  and  League   commissioner,   Daniel
Meisenheimer III, a director of  administration,  a director of public relations
and a  director  of  operations.  The  balance of such  people  are  independent
contractors and consist of referees who are paid on a per game basis.  From time
to time we have also used independent contractors for consulting work.

d) Future Plans

     We have,  as an ultimate  goal,  the  establishment  of at least forty (40)
franchises  throughout the United  States,  consisting of ten (10) teams in four
regional  divisions.  This would  result in regional  play-off  games and then a
final  championship  series.  We  have  been  attempting  to  develop  a  formal
association  with the National  Basketball  Association  ("NBA").  During fiscal
1998, the NBA selected us to handle a pre-draft  camp for the Korean  Basketball
League for which we received a nominal fee. We believe that a formal association
with  the NBA  would  enhance  the  value of our  franchises  and  attract  more
significant gate attendance, but there can be no assurances that we will ever be
able to develop a formal working  relationship.  Currently,  the NBA has its own
development league, the NBDL. The NBDL competes against the reformed Continental
Basketball  Association.  Neither  of these  leagues  competes  with the  USBL's
season. Notwithstanding the lack of a formal relationship, the NBA is well aware
that USBL represents a potential pool of qualified players.  We will continue to
pursue a more formal relationship with the NBA.


                                       5


<PAGE>


                                  RISK FACTORS

     Prospective  investors  as well as  shareholders  should  be aware  that an
investment in USBL involves a high degree of risk. Accordingly, you are urged to
carefully  consider  the  following  Risk  Factors  as well as all of the  other
information contained in this Annual Report and the information contained in the
Financial Statements and the notes thereto.

Forward Looking Statements

     When used in this report, the words "may", "will", "expect",  "anticipate",
"estimate" and "intend" and similar expressions are intended to identify forward
looking  statement within the meaning of Section 21E of the Securities  Exchange
Act of 1934 regarding events,  conditions,  and financial trends that may affect
our  future  plan  of  operations,  business  strategy,  operating  results  and
financial position.  Prospective investors are forewarned and cautioned that any
forward  looking  statements  are not guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within any such forward looking statements.

Our Operating History Does Not Reflect Profitable Operations

     Our operating history does not reflect a history of profitable  operations.
Since  our  inception  we have  been  attempting  to  develop  the  League.  Our
operations  have not been  profitable  and unless and until we can  increase the
sale of  franchises  and at the same time  attract  franchisees  who are able or
willing to incur start-up costs to develop their respective  franchises,  we may
continue  to  operate  at a  loss.  There  can be no  assurance  that we will be
successful.

We May Not Be Able to Continue as a Going Concern

     Because of our historically  poor revenues and earnings,  our auditors have
for at least the last five years  qualified  their opinions and expressed  their
concern  as  to  our  ability  to  continue  to  operate  as  a  going  concern.
Shareholders and prospective  shareholders should weigh this factor carefully in
considering the merits of our company as an investment vehicle.

We Have Not Been Able to Realize the Full Sales Value of a Franchise

     Generally speaking, we have not been able to collect what we perceive to be
true value for a franchise because of the League's overall weak performance.  As
such we have sold  franchises  for less than we believe the true value to be and
additionally have extended terms for payment as an additional  inducement to the
franchisees  to purchase the  franchise.  As a result,  our  revenues  have been
affected  and will  continue  to be  affected  until such time as we are able to
realize the full value for franchises.

Our Established  Guidelines in Connection with the Sale of Franchises May Not be
Sufficient to Ensure the Viability of a Franchise Over the Long Term

     Historically in our dealings with prospective franchisees and in our desire
to sell  franchises,  we did not  establish  adequate  guidelines to insure that
prospective  franchisees have sufficient capital to properly finance a franchise
and to be able to absorb  losses until such time as


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<PAGE>


the franchise would become  profitable.  Starting with the 1999 season,  we have
established rigorous standards to ensure the viability of the franchise over the
long term; however, there is still no assurance that in view of our inability to
have any meaningful  expansion we will be able to attract qualified  franchisees
or that our established guidelines will ensure the viability of a franchise over
the long term.

We Have Been  Dependent on Loans and  Revenues  from  Affiliates  to Sustain Our
Operations

     Because our revenues from third parties have been  insufficient  to sustain
our  operations,  we have been  historically  dependent on  revenues,  loans and
advances from the Meisenheimer  family as well as companies  affiliated with the
Meisenheimers  to assist in  financing.  If members of the  Meisenheimer  family
elected  not to  continue  to  advance  loans  to us,  our  operations  could be
drastically impaired.

We Are Dependent on Corporate Sponsorships Which Have Been Negligible

     The financial success of the individual  franchises is dependent to a large
degree  on  corporate  sponsorship  to help  defray  costs.  To date,  corporate
sponsorship  in some  cities has been  negligible  and as a result,  some of the
franchises  have been required to absorb  expenses,  which would  otherwise have
been  supported by corporate  sponsorship.  As a result,  profits of some of the
franchises  have been affected and many of the franchises have been operating at
a loss.  Until  such time as the  League  can  attract  meaningful  sponsorship,
earnings, if any, of the individual franchises will be impacted.

Our Basketball Season Competes with Other Professional Sporting Events

     Our  season  from  April to June is  designed  to afford  players  with the
opportunity to showcase their  professional  ability to the teams comprising the
National  Basketball   Association  ("NBA")  and  to  be  possibly  selected  to
participate in NBA team's summer camps in the latter part of July and August. As
such, our schedule competes with other sporting events such as the NBA playoffs,
baseball,  golf and  tennis.  Additionally,  our  season  comes  at a time  when
spectators might normally prefer to be outdoors rather than indoors in an arena.
These factors have had some impact on the League's overall attendance.

We Lack Sufficient Capital to Promote the League

     In order for the  League  to  become  successful,  we have to  promote  the
League.  Historically  and up to the present  time,  we have  lacked  sufficient
capital to develop a national  promotion for the League.  Promotion will achieve
two objectives: (i) create more fan interest, and (ii) franchise interest. Until
such time that we can  properly  promote  the  League we do not  anticipate  any
significant change in the overall fan interest,  and consequently no significant
change  in sales of  franchises.  Attendance  is still  rather  small and is not
enough to support a team's operations.  Additionally, interest in franchises has
increased,  but without  real  promotional  efforts,  we do not  anticipate  any
significant  increase  in  franchises.  We do  advertising  in The  Wall  Street
Journal.


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<PAGE>


The Meisenheimer Family Exercises Significant Control over Us

     The Meisenheimer family,  consisting of Daniel T. Meisenheimer III, Richard
C.  Meisenheimer  and Mary Ellen  Meisenheimer,  and companies  they control own
approximately 81% of our outstanding  common stock and as such control the daily
affairs of the business as well as significant corporate actions.  Additionally,
the Meisenheimer family controls the Board of Directors and as such shareholders
have little or no influence over the affairs of the Company.

Dependence upon Key Individual

     Our success is dependent upon the activities of Daniel T. Meisenheimer III.
The loss of Mr. Meisenheimer through death, disability or resignation would have
a material and adverse effect on our business.

We Have a Limited Public Market for Our Stock

     There are  approximately  550,000 shares held by  approximately  300 public
shareholders  and as such there is a limited  public  market  for our stock.  As
such, holders of our stock may have difficulty in selling their shares.

Penny Stock Regulation

     Broker-dealer  practices in connection with  transactions in "penny stocks"
are  regulated  by certain  penny stock rules  adopted by the SEC.  Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ  System).  The penny  stock  rules  require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized risk disclosure document that provides information  regarding penny
stocks  and the  nature  and  level of  risks in the  penny  stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  must disclose this fact and the  broker-dealer's  presumed  control
over the market, and monthly account statements showing the market value of each
penny stock held in the customer's  account.  In addition,  broker-dealers,  who
sell such securities to persons other than established  customers and accredited
investors,  must make a special written  determination that the penny stock is a
suitable  investment  for the  purchaser  and  receive the  purchaser's  written
agreement to the  transaction.  Consequently,  these  requirements  may have the
effect of reducing the level of  activity,  if any, in the market for our common
stock.


Item 2.           Description of Property.

     Meisenheimer  Capital Real Estate  Holdings Inc.  ("MCRE"),  a wholly owned
subsidiary of USBL,  owns the property at 46 Quirk Road,  Milford,  Connecticut.
Such  property  consists of  three-quarters  of an acre of real  property and an
office building of  approximately  6,000 square


                                       8

feet.  USBL maintains its offices along with other tenants at the building.  The
rental  income  from the other two  tenants  is  sufficient  to pay the  monthly
mortgage   payments.   The  balance  on  the  mortgage   currently   amounts  to
approximately $84,000.

Item  3.          Legal Proceedings.

     In  December  2006,  the Company  learned  that  Lexcar,  LLC was granted a
default  judgment  against  USBL on May 9, 2006 in the amount of  $186,378 in an
action pending in the United States District Court for the Southern  District of
New York.  The action  alleged that USBL breached its  agreement  with Lexcar by
failing to make a payment  due of  $25,000  and by  failing  to  repurchase  the
Westchester Wildfire franchise for $150,000.

     The  Company has  retained  counsel in this  matter,  but the amount of the
ultimate loss is not  determinable  with  certainty at this time.  However,  the
Company  recorded  a judgment  reserve  expense  and  related  judgment  reserve
liability  in the amount of  $150,000  in the year ended  February  28,  2007 to
provide a reserve for the ultimate resolution of the litigation.

Item  4. Submission of Matters to a Vote Of Security Holders.

     None.


                                    Part II


Item  5. Market for Common Equity and Related Stockholder Matters.

     The Common Stock trades on the  Over-the-Counter  Bulletin  Board under the
symbol "USBL". The following is the range of high and low closing bid prices for
the Common Stock for each quarter for the Company's  fiscal years ended February
28, 2006 and February 28, 2007.

                                                         Fiscal 2006
                                                         Closing Bid

                                                     High            Low
First Quarter Ended 5/31/05                         $1.40           $1.25
Second Quarter Ended 8/31/05                        $1.50           $1.25
Third Quarter Ended 11/30/05                        $1.50           $1.00
Fourth Quarter Ended 2/29/06                        $1.30           $ .90

                                                         Fiscal 2007
                                                         Closing Bid

                                                     High            Low
First Quarter Ended 5/31/06                         $1.01           $ .70
Second Quarter Ended 8/31/06                        $1.01           $ .70
Third Quarter Ended 11/30/06                        $ .95           $ .77
Fourth Quarter Ended 2/28/07                        $ .78           $ .75


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<PAGE>


     The foregoing range of high-low  closing bid prices  represents  quotations
between dealers without adjustments for retail markups, markdowns or commissions
and may not represent actual transactions.  The information has been provided by
the National Association of Securities Dealers Composite Feed or other qualified
inter-dealer quotation medium.

     Approximately 700,000 shares of our Common Stock are held by nonaffiliates.
As of May 31,  2007,  we have  approximately  300  record  holders of our Common
Stock.  The shares held by members of the public were issued by us in connection
with a private  placement at least ten years ago and also in connection  with an
offering in 1995 under Rule 504 of Regulation D of the  Securities  Act of 1933.
The existing  holders of shares issued  pursuant to the private  placement would
have available to them the exemption provided by Rule 144 and thus would be able
to sell all of their shares if they so elected.

     We have not paid any dividends and do not  anticipate  paying  dividends in
the future.

     Our Preferred  Stock is held by our officers and directors and  affiliates.
No member of the public holds any Preferred Stock.

<TABLE>
<CAPTION>

                      EQUITY COMPENSATION PLAN INFORMATION

                      Number of securities                              Number of securities
                        to be issued upon        Weighted-average          remaining  available
                     exercise of outstanding     exercise price of          for future issuance
                      options, warrants and     outstanding options,        under equity
                             rights             warrants and rights        compensation plans
                               (a)                     (b)              (excluding securities
                                                                        reflected in column (a))
                                                                                 (c)
------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                        <C>
Equity compensation
plans approved by
security holders               0                       N/A                        0
------------------------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders            0                       N/A                        0
------------------------------------------------------------------------------------------------

Total                          0                       N/A                        0

------------------------------------------------------------------------------------------------
</TABLE>


                                       10


<PAGE>


Item  6. Management's Discussion and Analysis or Plan of Operation.

Overview

     It is  anticipated  that the Company will continue to operate at a loss for
the next twelve  months.  The Company is  anticipating  a decrease in attendance
based on fewer teams in 2007, but individual  teams may actually see an increase
in  attendance.   The  Company  anticipates   continued  reliance  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  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 Development 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 an 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 working relationship with the NBA.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

     The Company generally uses the accrual method of accounting.  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  Company  generates  advertising  revenue  from fees for area  signage,
tickets and program  and  yearbook  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.

Fiscal Year 2007 Compared To Fiscal Year 2006

     For the year ended February 28, 2007 ("Fiscal 2007")  continuing  franchise
fees  amounted to $109,250  as  compared  to  $168,750  in 2006.  The  aggregate
decrease  of  $59,500  (35%)  resulted  from  lower   collections   from  active
franchises.  Advertising and sponsorship revenue totaled $243,500 in Fiscal 2007
as compared to $140,000 in 2006. In both years,  all  advertising  revenues were
received from an affiliate,  Spectrum Associates, Inc., which ran advertisements
in


                                       11


<PAGE>


league bulletins,  programs and brochures. Other revenues for 2007 were $60,830,
which  mostly  consists  of  rental  income  generated  in  connection  with the
acquisition  of MRE in May  2003.  $374,000  and  $283,000  of the 2007 and 2006
revenues, respectively, were derived from various related parties.

     Operating  expenses increased $126,847 from $399,631 in 2006 to $526,478 in
2007, primarily due to the $150,000 judgment reserve expense recorded in 2007 to
provide for the  ultimate  resolution  of the  litigation  described  in Note 5.
Operating  expenses  for both 2007 and 2006 include  management  fees of $90,000
paid to MCI for  management  services,  including  the services  provided to the
Company  by Daniel  Meisenheimer  III and  Richard  Meisenheimer.  Team and post
season festival expenses decreased $19,886 from $21,377 in fiscal 2006 to $1,491
in Fiscal 2007 due to USBL's nonoperation of any teams in 2007.

     Net loss  increased  $64,852 from $80,247 in 2006 to $145,099 in 2007.  The
increase is due primarily to the $150,000  judgment  reserve expense in 2007 and
the $64,500 decrease in franchise fees revenues, offset by the $103,500 increase
in advertising  revenues,  the $8,024  increase in other  revenues,  the $23,153
decrease in other operating  expenses,  and the $13,875  decrease in the loss on
marketable equity securities.

Liquidity And Capital Resources

     The Company had a working capital deficit of $974,747 at February 28, 2007.
The  Company's  statement of cash flows  reflects cash provided by operations of
$40,063, which is due primarily to the net loss of $145,099,  offset by non-cash
expenses of $151,367 and a decrease in  marketable  securities  of $46,255.  Net
cash used in financing activities was $41,519, which is due primarily to the net
decrease in amounts due to related parties.

     The Company's  ability to generate cash flow from franchise royalty fees is
dependent on 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 at least $300,000 of working capital to sustain operations over
a 12-month period. Assuming that all of the teams pay their annual royalty fees,
this would amount to approximately $200,000.  However, the Company believes that
given prior  experience it is more  realistic to  anticipate  lower royalty fees
because  some of  these  teams  are  simply  not  able to  generate  significant
attendance  at  games.  Accordingly,  if  the  Company  is  unable  to  generate
additional  sales of franchises  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


<PAGE>


Item 7. Financial Statements.

     The Financial Statements appear commencing on page F-1 hereof.

Item  8. Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure.

     None.

Item 8A. Controls and Procedures.

     Based on their evaluation as of February 28, 2007, our management, with the
participation of our President and Chief Financial Officer,  being our principal
executive and principal financial officer, respectively, conducted an evaluation
of the effectiveness of the design and operation of our disclosure  controls and
procedures,  as required by Exchange Act Rule 13a-15.  Based on that evaluation,
the President and Chief  Financial  Officer have  concluded  that our disclosure
controls  and  procedures  were  effective  as of  February  28,  2007.  We  are
continuing to take steps to ensure that information  required to be disclosed by
us in the reports that we file or submit  under the  Exchange Act is  accurately
recorded,  processed,  summarized and reported within the time periods specified
by the SEC's rules and forms.

     There were no significant  changes in our internal  controls over financial
reporting  that occurred  during the quarter  ended  February 28, 2007 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

     We believe that a control system, no matter how well designed and operated,
cannot provide absolute  assurance that the objectives of the control system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.

Item 8B. Other Information.

     None.

Item  9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

     The following  persons  served as our directors and executive  officers for
the fiscal year ended  February 28, 2007.  Each director  holds office until the
next annual  meeting of the  stockholders  or until his  successor has been duly
elected and qualified.  Each  executive  officer serves at the discretion of the
Board of Directors of the Company.


                                       13


<PAGE>


Name                               Age                 Position
----                               ---                 --------

Daniel T. Meisenheimer III         56      Chairman of the Board and President

Richard C. Meisenheimer            53      Chief Financial Officer and Director

Background of Executive Officers and Directors

     Daniel T.  Meisenheimer III ("Mr.  Meisenheimer  III") has been Chairman of
the  Board  and  President  of the  Company  since its  inception  in 1984.  Mr.
Meisenheimer  III has also been the Chairman of the Board and  President of MCI,
USBL's  parent,  since 1983 and occupies the same  positions in Cadcom,  Inc., a
former  subsidiary of MCI, and Meisenheimer  Capital Real Estate Holdings,  Inc.
("MCR").  Mr.  Meisenheimer  III is also a shareholder and director of Synercom,
Inc.  ("Synercom"),  a  Meisenheimer  family-owned  holding  company  which owns
Spectrum  Associates,  Inc., a shareholder  of USBL and which company has loaned
USBL funds.

         Richard C. Meisenheimer ("R. Meisenheimer"), brother of Mr.
Meisenheimer III, has acted as Chief Financial Officer and a Director of USBL
since the inception of the business in 1983. R. Meisenheimer has also been
associated with Spectrum Associates, Inc. since 1976 and is now the President of
that Company. Spectrum owns 34.1% of USBL Preferred Stock and 6.7% of USBL
Common Stock. Spectrum was the main customer of Cadcom, MCI's other subsidiary
until December, 2000 when Cadcom was sold to Synercom, another company owned and
controlled by the Meisenheimer family.

Audit Committee

     We do not have a separate Audit Committee. Our board of directors functions
as the Audit  Committee.  Richard  Meisenheimer  qualifies as an Audit Committee
financial expert. Mr. Meisenheimer is not "independent," as such term is defined
by NASDAQ listing standards.

Family Relationships

     Daniel Meisenheimer III and Richard Meisenheimer are brothers. There are no
other family relationships among our officers and directors.

Nominating Committee

     We do not have a Nominating  Committee or Nominating Committee Charter. Our
board of directors performed some of the functions  associated with a Nominating
Committee. We have elected not to have a Nominating Committee at this time.

Compensation Committee

     We  currently  do not  have  a  Compensation  Committee  of  the  board  of
directors. Until a formal committee is established,  if at all, our entire board
of directors  will review all forms of  compensation  provided to our  executive
officers, directors,  consultants and employees including stock compensation and
loans, if any.


                                       14


<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors  and  persons who own more than ten percent of a
registered  class of its equity  securities  to file  reports of  ownership  and
changes  in  ownership  on  Forms 3, 4 and 5 with the  Securities  and  Exchange
Commission.  These persons are required by SEC regulation to furnish the Company
with  copies of all Forms 3, 4 and 5 they file with the SEC.  Based  solely upon
our review of the copies of the forms the Company has received,  we believe that
all such  persons  complied  on a timely  basis  with  all  filing  requirements
applicable to them with respect to transactions during fiscal 2007.

Code of Ethics

     The Company has not adopted a Code of Ethics  applicable  to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller.  As a small public  company with limited funds and other  resources,
the Company elected not to incur the time and expense of adopting such a code.

Item  10. Executive Compensation.

     For  many  years,  our  only  two  officers,  D.  Meisenheimer  III  and R.
Meisenheimer  (our "named executive  officers"),  have not received or taken any
salaries from USBL. Such individuals have also served as our only directors, and
have not received any director fees. There are no formal  employment  agreements
between  us and our  named  executive  officers  and they have not been paid any
salary for the last four years.  There are no  arrangements or plans in which we
provide  pension,  retirement  or  similar  benefits  for  our  named  executive
officers. There are no plans or arrangements in respect of remuneration received
or which may be received by the named  executive  officers  to  compensate  such
officers in the event of termination of employment (as a result of  resignation,
retirement,  change of  control)  or a change of  responsibilities  following  a
change of control.  MCI, of which our named  executive  officers are also senior
officers and shareholders, charged us management fees of $90,000 for both of the
years ended  February 28, 2007 and February 28, 2006, as  consideration  for the
services provided by D. Meisenheimer and R. Meisenheimer.

Item  11. Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters.

     We have  30,000,000  shares of authorized  Common Stock, of which 3,482,527
shares are currently issued and outstanding.  We also have 2,000,000  authorized
shares of Convertible  Preferred  Stock, of which 1,105,679 shares are currently
issued and outstanding.

     The following table sets forth certain  information as of May 31, 2007 with
respect  to  the  beneficial  ownership  of  both  our  outstanding  Convertible
Preferred  Stock (the  "Preferred  Stock") and Common Stock by (i) any holder of
more than five (5%) percent thereof; (ii) each of our officers and directors and
(iii) directors and officers of the Company as a group.


                                       15


<PAGE>


<TABLE>
<CAPTION>

                                                   Amount and Nature of             Approximate
Name and Address of Beneficial Owner               Beneficial Ownership          Percent of Class

<S>                                               <C>                                 <C>
Daniel T. Meisenheimer III (1)                    143,998 Preferred Stock (1)         13.0%
c/o The United States Basketball League           437,400 Common Stock                12.6%
46 Quirk Road
Milford, CT 06460

Estate of Daniel T. Meisenheimer, Jr.(2)          182,723 Preferred Stock             16.5%
c/o Spectrum Associates                           12,000 Common Stock                     *
440 New Haven Avenue
Milford, CT 06460

Richard C. Meisenheimer(3)                        142,285 Preferred Stock             12.9%
884 Robert Treat Ext.                             5,000 Common Stock                      *
Orange, CT 06477

Meisenheimer Capital Inc.                         140,000 Preferred Stock             12.7%
46 Quirk Road                                     2,095,000 Common Stock              60.2%
Milford, CT 06460

Spectrum Associates, Inc. (4)                     376,673 Preferred Stock             34.1%
440 New Haven Avenue                              231,857 Common Stock                 6.7%
Milford, CT 06460

All Officers and Directors as a Group             286,283 Preferred Stock             25.9%
                                                  442,400 Common Stock                12.7%
-------------------------
* less than 1%
</TABLE>


(1) Includes 20,000 shares of Preferred Stock held by Mr. Meisenheimer III for
the benefit of his two minor children.

(2) Mr. Meisenheimer Jr., who died in September, 1999, bequeathed his stock to
his wife, Mary Ellen Meisenheimer.

(3) Richard Meisenheimer, an officer and director of USBL, is also the President
of Spectrum Associates, Inc., which owns both Preferred and Common Stock as set
forth herein.

(4) Between the various members of the Meisenheimer family and an affiliated
company, Spectrum Associates, Inc., the Meisenheimers effectively control 76% of
the outstanding Preferred Stock and 20% of the outstanding Common Stock.
Including the ownership of MCI by the Meisenheimer family, they effectively
control 80% of the outstanding Common Stock of USBL. No public shareholders own
any Preferred Stock of USBL.

Item  12. Certain Relationships and Related Transactions, and Director
          Independence.

a)    Loans

     For at least the last ten years, the principals of MCI consisting of Daniel
Meisenheimer


                                       16


<PAGE>


III,  Richard  Meisenheimer  and Daniel  Meisenheimer,  Jr. and their affiliated
companies  have made loans to us. As of February 28, 2007,  USBL was indebted to
the  principals  or their  affiliated  companies in the sum of $741,432.  Of the
foregoing  amount,  Spectrum is owed the sum of  $436,920.  The  principals  (D.
Meisenheimer III, R. Meisenheimer and the Estate of Daniel T. Meisenheimer, Jr.)
are owed $254,512 and the mother of D.  Meisenheimer and R. Meisenheimer is owed
$50,000.

b)    Dependency on Affiliates

     Over the  years  we have  received  a  material  amount  of  revenues  from
affiliated  persons or  entities.  During the years ended  February 28, 2007 and
February 28, 2006,  continuing  franchise fees from companies  controlled by the
Meisenheimer  family,  including  Meisenheimer  Capital and Spectrum Associates,
were $75,000 and $95,000 respectively.

     MCI  charged us  management  fees of $90,000  for both of the fiscal  years
ended February 28, 2007 and February 28, 2006, as consideration for the services
provided by D. Meisenheimer and R. Meisenheimer.

     In addition,  Spectrum  has  purchased  advertising  from us in the form of
arena signage,  TV commercials,  tickets,  and program and year book advertising
space.  For the years ended  February 28, 2007 and February 28, 2006,  we earned
advertising fees of $243,500 and $140,000, respectively, from Spectrum.

c)    Acquisition of Meisenheimer Capital Real Estate Holdings, Inc.

     On May 31, 2003, Meisenheimer Capital, Inc. ("MCI") and the Company entered
into an  agreement  whereby  MCI  agreed  to assign  to the  Company  all of the
outstanding stock of Meisenheimer Capital Real Estate Holdings, Inc. ("MCRE"), a
wholly owned subsidiary of MCI, in satisfaction of certain payables due from MCI
to the  Company.  The  consummation  of the  transaction  was  subject  to MCI's
obtaining  an  appraisal of the property  from an  independent  appraiser.  Such
appraisal  was received on July 7, 2003 and the shares of MCRE were  transferred
to the Company in satisfaction of the debt owing from MCI to the Company.

Director Independence

     The OTC Bulletin  Board does not have a requirement  that a majority of our
board of directors be  independent.  However,  with respect to the definition of
independence  utilized by NASDAQ, our officers and directors would not be deemed
to be "independent".

Item  13. Exhibits.

a)       Exhibits

*3(i)    Certificate of Incorporation (May 29, 1984)

*3(i)a   Amended Certificate of Incorporation (Sept. 4, 1984)


                                       17


<PAGE>


*3(i)b   Amended Certificate of Incorporation (March 5, 1986)

*3(i)c   Amended Certificate of Incorporation (Feb. 19, 1987)

*3(i)d   Amended Certificate of Incorporation (June 30, 1995)

*3(i)e   Amended Certificate of Incorporation (January 12, 1996)

*3(i)f   Certificate of Renewal (June 23, 1995)

*3(i)g   Certificate of Renewal (May 22, 2000)

*3.9     By-Laws of USBL

*3.10    Amended By-Laws

+10.1    Standard Franchise Agreement of USBL

21       Subsidiaries--Meisenheimer Capital Real Estate Holdings, Inc.

31.1     Certification of President (principal executive officer)

31.2     Certification of Chief Financial Officer (principal financial officer)

32       Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002
-------------------
*Incorporated by reference to the Company's Registration Statement on Form
10-SB, and amendments thereto, filed with the SEC on May 30, 2000.

+Incorporated by reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended February 28, 2001.


Item  14. Principal Accountant Fees and Services.

Audit Fees

     We were billed  $18,000  and  $16,000 by Michael T. Studer CPA P.C.  ("Mike
Studer")  for the years  ended  February  28, 2007 and 2006,  respectively,  for
professional services rendered for the audits of our annual financial statements
and review of our financial statements included in our Forms 10-QSB.


                                       18


<PAGE>


Audit-Related Fees

     Mike Studer did not provide any  assurance  and related  services in fiscal
years 2007 and 2006 that are reasonably  related to the performance of the audit
or review of our financial  statements that are not reported under the preceding
paragraph.

Tax Fees

     We have not  incurred  expenses  or been billed by Mike Studer for the year
ended  February 28, 2007 or February 28, 2006 for fees for tax  compliance,  tax
advice or tax planning services.

All Other Fees

     There were no other fees  billed to us by Mike  Studer for the years  ended
February 28, 2007 or February 28, 2006.

Pre-Approval Policies

     Our Board of Directors has not adopted any blanket  pre-approval  policies.
Instead, the Board will specifically  pre-approve the provision for all audit or
non-audit services.

     Our Board of Directors approved all of the services provided by Mike Studer
described in the preceding paragraphs.


                                       19


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY


CONTENTS

--------------------------------------------------------------------------------
Years Ended February 28, 2007 and February 28, 2006                        Pages
--------------------------------------------------------------------------------



Financial Statements
  Reports of Independent Registered Public Accounting Firms                 F-2
  Consolidated Balance Sheet                                                F-3
  Consolidated Statements of Operations                                     F-4
  Consolidated Statement of Stockholders' Deficiency                        F-5
  Consolidated Statements of Cash Flows                                     F-6
  Notes to Consolidated Financial Statements                                F-7


                                      F-1


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
United States Basketball League, Inc.

I have audited the  accompanying  consolidated  balance  sheet of United  States
Basketball League,  Inc. and subsidiary (the "Company") as of February 28, 2007,
and the related consolidated statements of operations, stockholders' deficiency,
and cash flows for the years ended February 28, 2007 and 2006.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
February  28,  2007,  and the results of its  operations  and cash flows for the
years ended February 28, 2007 and 2006 in conformity with accounting  principles
generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,  the Company's present financial  situation
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to this matter are also  described  in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                                /s/ Michael T. Studer CPA P.C.
                                                ------------------------------


Freeport, New York
June 8, 2007


                                      F-2




<PAGE>
UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

Consolidated Balance Sheet
--------------------------------------------------------------------------------
February 28, 2007
--------------------------------------------------------------------------------

Assets

Current Assets:
Cash and cash equivalents                                      $    4,061
Marketable equity securities                                        1,149
Inventory                                                           8,573
Prepaid expenses and other current assets                             600
Due from related party                                             14,459
                                                               ----------
Total Current Assets                                               28,842


Property, net of accumulated depreciation of $19,422              257,578
                                                               ----------
Total Assets                                                   $  286,420
                                                               ==========

Liabilities and Stockholders' Deficiency

Current Liabilities:
Accounts payable and accrued expenses                          $   59,902
Judgment reserve                                                  150,000
Credit card obligations                                            91,558
Current portion of due to related paries                          691,432
Current portion of mortgage payable                                10,697
                                                               ----------
Total Current Liabilities                                       1,003,589

Due to related parties, net of current protion                     50,000
Mortgage payable, net of current portion                           74,178
                                                               ----------

Total Liabilities                                               1,127,767
                                                               ----------

Stockholders' Deficiency:
Common stock, $0.01 par value, 30,000,000 shares
authorized; 3,522,502 shares issued                                35,225
Preferred stock, $0.01 par value, 2,000,000 shares
authorized; 1,105,679 shares issued and outstanding                11,057
Additional paid-in capital                                      2,668,155
Deficit                                                        (3,513,330)
Treasury stock, at cost; 39,975 shares of commons tock            (42,454)
                                                               ----------
Total Stockholders' Deficiency                                   (841,347)
                                                               ----------
Total Liabilities and Stockholders' Deficiency                 $  286,420
                                                               ==========


                See notes to consolidated financial statements.

                                      F-3


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

Consolidated Statements of Operations
--------------------------------------------------------------------------------
Years Ended February 28, 2007 and February 28, 2006       2007           2006
--------------------------------------------------------------------------------

Revenues:
Initial franchise fees                                $        -   $      5,000
Continuing franchise fees                                109,250        168,750
Advertising                                              243,500        140,000
Other                                                     60,830         52,806
                                                      --------------------------
                                                         413,580        366,556
                                                      --------------------------

Operating Expenses:
Consulting                                               106,200        118,600
                                                                         21,377
                                                                         48,114
Team and post season festival expenses                     1,491
Referee fees                                              46,141
Salaries                                                  57,678         58,800
Travel and promotion                                      59,288         28,531
Depreciation                                               5,192          5,192
Judgment reserve                                         150,000              -
Other                                                    100,488        119,017
                                                      --------------------------
                                                         526,478        399,631
                                                      --------------------------
Loss from Operations                                    (112,898)       (33,075)
                                                      --------------------------

Other Income (Expenses):
Interest expense                                         (29,009)       (30,048)
Gain (loss) on marketable equity securities               (3,294)       (17,169)
Interest income                                              102             45
                                                      --------------------------
                                                         (32,201)       (47,172)
                                                      --------------------------
Net Loss                                              $ (145,099)       (80,247)
                                                      ==========================


Net Loss Per Common Share - basic and diluted         $    (0.04)    $    (0.02)
                                                      ==========================

Weighted Average Number of Common Shares Outstanding
- basic and diluted                                    3,483,165      3,484,627
                                                      ==========================

--------------------------------------------------------------------------------
                 See notes to consolidated financial statements.

                                      F-4


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY


Consolidated Statement of Stockholders' Deficiency
--------------------------------------------------------------------------------
Years Ended February 28, 2007 and February 28, 2006
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                   Common Stock       Preferred Stock
                             --------------------  --------------------  Additional               Treasury Stock       Total
                                Shares               Shares               Paid-in               ------------------  Stockholders'
                             Outstanding  Amount   Outstanding   Amount   Capital      Deficit   Shares   Amount     Deficiency
                             --------------------- -------------------- ----------------------------------------------------------
<S>                          <C>         <C>        <C>        <C>      <C>         <C>          <C>     <C>          <C>
Balance, February 28, 2005     3,519,602 $  35,196  1,105,679  $ 11,057 $ 2,666,009 $(3,287,984) 39,975  $(42,454)  $(618,176)
Net Loss                               -         -          -         -           -      80,247)      -         -     (80,247)
Non-cash compensation              8,000        80          -         -       5,920           -       -         -       6,000
                             ----------- ---------  ---------  -------- ----------- -----------  ------  --------   -----------
Balance, February 28, 2006     3,527,602 3,527,602  1,105,679    11,057   2,671,929   3,368,231  29,975   (42,454)     (692,423)
Cancellation of stock issued      (5,100)      (51)         -         -      (3,774)          -       -         -        (3,825)
   for services
Net Loss                               -         -          -         -           -    (145,099)      -         -     (145,099)
                             ----------- ---------  ---------  -------- ----------- -----------  ------ ---------   -----------
Balance, February 28, 2007     3,522,502 $  35,225  1,105,679  $ 11,057 $ 2,668,155 $(3,513,330) 39,975 $(42,454)   $(841,347)
                             =========== =========  =========  ======== ========================================================


</TABLE>


                See notes to consolidated financial statements.


                                      F-5


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
------------------------------------------------------------
Years Ended February 28, 2007 and February 28, 2006                2007            2006
------------------------------------------------------------
Cash Flows from Operating Activities:

<S>                                                              <C>            <C>
Net loss                                                         $(145,099)     $ (80,247)
                                                                 ---------      ---------
Adjustments to reconcile net loss to net cash
Provided by (used in) operating
activities:
Depreciation                                                         5,192          5,192
Non-cash compensation                                               (3,825)         6,000
Judgment reserve                                                   150,000              -

Change in operating assets and liabilities:
Marketable equity securities                                        46,255        (47,404)
Accounts payable and accrued expenses                              (15,051)            52
Credit card obligations                                              2,591        (68,880)
                                                                 ---------      ---------

Total adjustments                                                  185,162       (105,040)
                                                                 ---------      ---------
Net Cash  Provided By (Used In) Operating Activities                40,063       (185,287)
                                                                 ---------      ---------

Cash Flows from Financing Activities:

Decrease (increase) in due from related party                     (14,459)
                                                                        -
Increase (decrease) in due to related parties                     (17,212)        196,407
Payments on mortgage                                               (9,848)         (8,373)
                                                                 --------       ---------
Net Cash Provided By (Used In) Financing Activities               (41,519)        188,034
                                                                 --------       ---------

Net Increase (Decrease) in Cash                                    (1,456)          2,747
Cash and Cash Equivalents, beginning of year                        5,517           2,770
                                                                ---------      ----------
Cash and Cash Equivalents, end of year                          $   4,061      $    5,517
                                                                =========      ==========

Supplemental disclosures of cash flow information:
   Interest paid                                                   29,009      $   30,048
                                                                ---------      ----------
   Income tax paid                                                      _      $        -
                                                                ---------      ----------

</TABLE>

See notes to consolidated financial statements.


                                      F-6


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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  eastern  and  midwestern  parts of the  United
     States.  Its wholly  owned  subsidiary  Meisenheimer  Capital  Real  Estate
     Holdings,   Inc.   ("MCREH")   owns  a  commercial   building  in  Milford,
     Connecticut.

     At February 28, 2007,  USBL and MCREH  (collectively,  the  "Company")  had
     negative  working  capital  of  $974,747,  a  stockholders'  deficiency  of
     $841,347, and accumulated losses of $3,513,330. This factor, as well as the
     Company's  reliance  on  related  parties  (see  Notes  7  and  10),  raise
     substantial  doubt  as to the  Company'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.  The
     consolidated financial statements do not include any adjustments that might
     be necessary should the Company be unable to continue as a going concern.

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   in
     consolidation.

     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.

     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 party, 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.

     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 years ended  February 28, 2007 and 2006 was  $(14,861) and
     $(26,229), 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


                                      F-7


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     sale.  The  offering  price of a new  franchise  at  February  28, 2007 was
     $200,000.

     The  Company  generates  advertising  revenue  from fees for area  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
     $800,000) attributable to the USBL net operating loss carryforward.

     As of February 28, 2007,  USBL had a net  operating  loss  carryforward  of
     approximately  $2,000,000  available to offset future taxable  income.  The
     carryforward  expires in varying  amounts  through year ended  February 28,
     2027.

     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.

     Advertising  costs -  Advertising  costs are  expensed as incurred and were
     $2,282 and $2,005 for the years ended  February  28, 2007 and  February 28,
     2006, respectively.

     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 the years
     ended  February 28, 2007 and 2006 and none are  outstanding at February 28,
     2007.

     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.  The Company did not include the 1,105,679
     shares of convertible  preferred  stock in its  calculation of diluted loss
     per  share  for  all  periods  presented  as the  result  would  have  been
     antidilutive.

     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  loss was equivalent to
     net loss for all periods presented.

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


                                      F-8


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   Due from Related  Party

     At February 28, 2007,  the balance due from related party of $14,459 is due
     from Meisenheimer Capital, Inc. ("MCI"),  controlling  stockholder of USBL,
     bears no interest, and is due on demand.

4.   Property

     At February 28, 2007, property consists of:

           Land                            $   121,253
           Building                            155,747
                                           -----------

           Total                               277,000
           Less accumulated depreciation       (19,422)
                                           -----------
           Property, net                   $   257,578
                                           ===========

     MCREH leases the property to USBL and to other tenants on a  month-to-month
     basis.  Rental  income from the other  tenants  (which is included in other
     revenues in the consolidated  statements of operations) for the years ended
     February 28, 2007 and 2006 was $59,500 and $51,800, respectively.

5.   Judgment Reserve

     In  December  2006,  the Company  learned  that  Lexcar,  LLC was granted a
     default  judgment  against USBL on May 9, 2006 in the amount of $186,378 in
     an action  pending in the United  States  District  Court for the  Southern
     District of New York.  The action  alleged that USBL breached its agreement
     with  Lexcar by failing to make a payment  due of $25,000 and by failing to
     repurchase the Westchester Wildfire franchise for $150,000.

     The  Company has  retained  counsel in this  matter,  but the amount of the
     ultimate loss is not determinable with certainty at this time. However, the
     Company  recorded a judgment  reserve expense and related  judgment reserve
     liability in the amount of $150,000 in the year ended  February 28, 2007 to
     provide a reserve for the ultimate resolution of the litigation.  6. 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.

7.  Due to Related Parties

    At February 28, 2007, due to related parties consists of:

    Loans payable to Spectrum Associates, Inc. ("Spectrum"),
      a corporation controlled by the two officers of USBL,
      interest at 6%, due on demand                                 $   436,920
    Loans payable to the two officers of USBL
      interest at 6%, due on demand                                     254,512
    Note payable to mother of the two officers of USBL,
      interest at 6%, due December 31, 2011                              50,000
                                                                    -----------
              Total                                                     741,432


                                      F-9


<PAGE>


UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              Less Current Portion                                     (691,432)
                                                                    -----------
              Noncurrent Portion                                    $    50,000
                                                                    ===========


     For the years ended February 28, 2007 and 2006,  certain interest due under
     these loans were waived by the respective lenders.

8.   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.  Future maturities of
     the mortgage are as follows:


     Year Ending February 28,
     ---------------------------------------------------------------------------

           2008                                                    $     10,697
           2009                                                          74,178
                                                                   ------------
           Total                                                   $     84,875
                                                                   ============

9.   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.

10.  Related Party Transactions


     In the years ended February 28, 2007 and 2006,  USBL included in continuing
     franchise fees revenues from MCI of $95,000 and $75,000,  respectively, and
     from Spectrum of $0 and $20,000, respectively.

     In the years ended  February 28, 2007 and 2006,  USBL received  advertising
     revenues from Spectrum totaling $243,500 and $140,000, respectively.

     In the years ended February 28, 2007 and 2006, MCREH received rental income
     from Cadcom,  Inc., a  corporation  controlled by the two officers of USBL,
     totaling $55,500 and $48,000, respectively.

     In the years ended February 28, 2007 and 2006,  USBL included in consulting
     fees expenses to MCI of $90,000 and $90,000, respectively.


                                      F-10


<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        UNITED STATES BASKETBALL LEAGUE, INC.

                                        /s/Daniel T. Meisenheimer, III
                                        -------------------------------------
                                        Daniel T. Meisenheimer, III
                                        President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated.

Name                               Capacity                          Date
----                               --------                          ----



/s/Daniel T. Meisenheimer, III
-----------------------------   Director and President
Daniel T. Meisenheimer, III    (principal executive officer)     June 13, 2007


/s/Richard C. Meisenheimer
-----------------------------  Director and Chief Financial
Richard C. Meisenheimer        Officer(principal financial       June 13, 2007
                               and accounting officer)



<PAGE>


                                  EXHIBIT INDEX


*3(i)    Certificate of Incorporation (May 29, 1984)

*3(i)a   Amended Certificate of Incorporation (Sept. 4, 1984)

*3(i)b   Amended Certificate of Incorporation (March 5, 1986)

*3(i)c   Amended Certificate of Incorporation (Feb. 19, 1987)

*3(i)d   Amended Certificate of Incorporation (June 30, 1995)

*3(i)e   Amended Certificate of Incorporation (January 12, 1996)

*3(i)f   Certificate of Renewal (June 23, 1995)

*3(i)g   Certificate of Renewal (May 22, 2000)

*3.9     By-Laws of USBL

*3.10    Amended By-Laws

+10.2    Standard Franchise Agreement of USBL

21       Subsidiaries--Meisenheimer Capital Real Estate Holdings, Inc.

31.1     Certification of President (principal executive officer)

31.2     Certification of Chief Financial Officer (principal financial officer)

32       Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002
-------------------
*Incorporated by reference to the Company's Registration Statement on Form
10-SB, and amendments thereto, filed with the SEC on May 30, 2000.

+Incorporated by reference to the Company's Annual Report on Form 10-KSB for the
fiscal year ended February 28, 2001.