SECURITIES
AND EXCHANGE COMMISSION


450 FIFTH
STREET, N.W.


WASHINGTON,
D.C. 20549





FORM
10-K





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


For the
fiscal year ended February 28, 2009


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.  Employerincorporation
      or organization)
                  Identification
      No.)





183
      Plains Road, Suite 2, Milford, Connecticut
                06461(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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes   ̈    No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes   ̈    No   x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  x    No   ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes   ̈    No   o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. x




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
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer   ̈
              Accelerated
      filer      ̈Non-accelerated
      filer     ̈
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Approximately $490,000 as of August 29, 2008.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: 3,482,527 shares as of May 31,
2009.







Item  1.                Description
of Business.





a)           History





United States Basketball League, Inc.
(“USBL”, “we” or the “Company”) was incorporated in Delaware in May, 1984 as a
wholly-owned subsidiary of Meisenheimer Capital, Inc. (“MCI”).  MCI 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; Mary
Ellen Meisenheimer died in August, 2008.  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 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.  The 2008 and 2009 seasons have been
canceled.  The USBL is now advertising for new franchisees in the
newspapers, online, with its web site USBL.com, and with franchise brokers
around the country.  The USBL plans to have new teams participate in
the 2010 season along with some of the old teams such as Salina, Kansas; Dodge
City, Kansas; Enid, Oklahoma; Brooklyn, New York; and Pennsylvania.





As the League is normally 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.


2





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.  There are no
current active franchises since the USBL has cancelled its 2009 season in order
to restructure its operations.  Many of the teams will return next
year, but we do not know which ones.  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 $100,000.  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 royalties 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 2010, with a limit of 10 teams for the 2010 season.





The franchise agreement affords us the
right to terminate franchises for failure to pay the annual royalty fee, but in
an effort to maintain the continuity of the League we have periodically 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.  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 have 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.


3


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.  When a season is in effect, we estimate that annual
expenses for each team average approximately $250,000.  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 have been dependent on loans from the principals and
their affiliated companies to defray the cost of operations.  See
“Item 13 – Certain Relationships and Related Transactions, and Director
Independence.”  Additionally and because of our poor performance for
at least the last five 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.  For the 2007 season attendance
was 71,500 – 650 per game.





c)           
Employees





We have three full-time employees
consisting of the chairman and League commissioner, Daniel Meisenheimer III, a
director of administration, and a director of public relations.  When
a season is in effect, we also employ referees as independent contractors who
are paid on a per game basis. From time to time we have also used independent
contractors for consulting work.


4





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.





Item
1A.              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.


5





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 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 operated 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.


6





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 has been rather small and is not enough to
support a team's operations.  Without real promotional efforts, we do
not anticipate any significant increase in franchises.  We do
occasional advertising in Barron’s.





The
Meisenheimer Family Exercises Significant Control over Us





The
Meisenheimer family, consisting of Daniel T. Meisenheimer III and Richard C.
Meisenheimer and companies they control own approximately 80% 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 700,000 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.


7





Item
2.                
  Properties.





Meisenheimer Capital Real Estate
Holdings Inc. (“MCRE”), our wholly owned subsidiary, owns the property at 46
Quirk Road, Milford, Connecticut, the former location of our corporate
offices.  Such property consists of three-quarters of an acre of real
property and an office building of approximately 6,000 square
feet.  In the years ended February 29, 2008 and February 28, 2007,
MCRE rented this property to USBL, Cadcom, Inc., a corporation controlled by the
two officers of USBL, and other tenants under month to month
agreements.  Presently the property is vacant and not earning any
rental income.





The Company currently leases general
office space located at 183 Plains Road, Suite 2, Milford
Connecticut.





Item  3.           
      Legal Proceedings.





On June
30, 2008, a legal action was commenced by Albany Patroons, Inc., a franchisee of
USBL, against the Company in the United States District Court for the Northern
District of New York.  The complaint alleges breach of contract by
USBL due to the suspension of the 2008 season and seeks total damages of
$285,000.  On September 5, 2008, the Company answered the complaint
and asserted a counter-claim against plaintiff for breach of franchise agreement
and/or memorandum of agreement.





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





None.





Part
II





Item  5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





a)           Our
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 29, 2008 and February 28, 2009.





Fiscal
      2008Closing
      BidHigh
                  
                  
                  LowFirst
      Quarter Ended 5/31/07
                  
                  $
                  0.75
                  
                  
                  $
                  0.60Second
      Quarter Ended 8/31/07
                  
                  $
                  0.50
                  
                  
                  $
                  0.50Third
      Quarter Ended 11/30/07
                  
                  $
                  1.50
                  
                  
                  $
                  0.51Fourth
      Quarter Ended 2/29/08
                  
                  $
                  0.54
                  
                  
                  $
                  0.47


8





Fiscal
      2009Closing
      BidHigh
                  
                  
                  LowFirst
      Quarter Ended 5/31/08
                  
                  $
                  0.65
                  
                  
                  $
                  0.47Second
      Quarter Ended 8/31/08
                  
                  $
                  0.70
                  
                  
                  $
                  0.55Third
      Quarter Ended 11/30/08
                  
                  $
                  0.65
                  
                  
                  $
                  0.55Fourth
      Quarter Ended 2/28/09
                  
                  $
                  0.65
                  
                  
                  $
                  0.51





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, 2009.  The shares
held by members of the public were issued by us in connection with a private
placement over 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.





EQUITY
COMPENSATION PLAN INFORMATION





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


9





Item  6
      .
            Selected
      Financial Data.





Not
      applicable.





Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation.





Overview





It is anticipated that the Company will
continue to operate at a loss for the next twelve months.  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.


10


Fiscal
Year 2009 Compared To Fiscal Year 2008





For the year ended February 28, 2009
("Fiscal 2009") continuing franchise fees amounted to $42,000 as compared to
$98,200 in 2008.  The aggregate decrease of $56,200 (57%) resulted
from lower income from Meisenheimer Capital, Inc. ($0 in 2009, $75,000 in
2008).  Advertising and sponsorship revenue totaled $0 as compared to
$45,000 in 2008.  Advertising fees in 2008 were generated exclusively
from an affiliate, Spectrum Associates, Inc., which ran advertisements in league
bulletins, programs and brochures.  Other revenues decreased $56,198
from $78,198 in 2008 to $22,000 in 2009, primarily resulting from MCREH’s loss
of Cadcom as a tenant in 2009. $64,000 and $198,000 of the 2009 and 2008
revenues, respectively, were derived from various related parties.





Operating expenses decreased $78,048
from $323,263 in 2008 to $245,215 in 2009, due to the $75,000 decrease in
management fees and the $33,700 decrease in referee fees resulting from the
cancellation of the 2008 season.  Operating expenses for 2008 and 2009
include management fees of $75,000 and $0, respectively, paid to MCI for
management services, including the services provided to the Company by Daniel
Meisenheimer III and Richard Meisenheimer.





Net loss increased $117,797 from
$139,667 in 2008 to $257,464 in 2009.  The increase is due primarily
to the $145,398 decrease in operating revenues and the $49,191 increase in loss
on marketable equity securities, offset partially by the $78,048 decrease in
operating expenses.





Liquidity
and Capital Resources





The Company had a working capital
deficit of $1,435,672 at February 28, 2009.  The Company's statement
of cash flows reflects net cash used in operating activities of $47,989, which
is due primarily to the $257,464 net loss, offset by the $200,000 increase in
the liability due in connection with the South Korea venture.  Net
cash provided by financing activities was $37,247, which is due to the net
increase 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 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 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.


11


Item
8.                   Financial
Statements and Supplementary Data.





See our index to financial statements
in Item 15 and the financial statements and notes that are filed as part of this
annual report following the signature page.





Item  9.
            Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure.





None.





Item
9A(T).           Controls
and Procedures.





Based on their evaluation as of
February 28, 2009, 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, 2009.  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, 2009 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.





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
for the Company in accordance with and as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act.  Our internal control over financial
reporting is designed to provide reasonable assurance regarding the (i)
effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations.  Our internal controls framework
is based on the criteria set forth in the Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management’s assessment of the
effectiveness of the small business issuer’s internal control over financial
reporting is as of February 28, 2009.  We believe that internal
control over financial reporting is effective.  We have not identified
any current material weaknesses considering the nature and extent of our current
operations or any risks or errors in financial reporting under current
operations.


12





This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was
not subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permits us to provide only management’s report in this annual
report.





Item
9B.                Other
Information.





None.





PART
III





Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.





The following persons served as our
directors and executive officers for the fiscal year ended February 28, 2009.
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.





Name
              
              Age
              
              PositionDaniel
      T. Meisenheimer III
              
              58
              
              Chairman
      of the Board and PresidentRichard
      C. Meisenheimer
              
              55
              
              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 funds to USBL and MCREH.





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.





The Company does not have a separate
audit committee.  The Board of Directors functions as the audit
committee.  Richard Meisenheimer qualifies as an audit committee
financial expert.


13





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 2009.





Code of Ethics





The
Company has not adopted a Code of Ethics applicable to its principal executive
officer, and principal financial officer.  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  11.                Executive
Compensation.





For many years our only two officers,
D. Meisenheimer III and R. Meisenheimer, have not received or taken any salaries
from USBL.  We have no formal employment agreements with either D.
Meisenheimer III or R. Meisenheimer and they have not been paid any salary for
the last five years.  MCI, an entity in which both D. Meisenheimer III
and R. Meisenheimer are also senior officers and shareholders, charged us
management fees of $75,000 for the year ended February 29, 2008, as
consideration for the services provided to us by D. Meisenheimer and R.
Meisenheimer.





Item  12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.





We have 30,000,000 shares of authorized
Common Stock, of which 3,522,502 shares are currently issued and 3,482,527
shares are currently 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, 2009 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.




14




Amount and Nature of
                                                      
                                                      ApproximateName and Address of Beneficial Owner
                                                      
                                                      Beneficial Ownership
                                                      
                                                      Percent of ClassDaniel
      T. Meisenheimer III (1)
                                                      
                                                      143,998
      Preferred Stock (1)
                                                      
                                                      
                                                      13.0
                                                      %c/o
      The United States Basketball League
                                                      
                                                      437,400
      Common Stock
                                                      
                                                      
                                                      12.6
                                                      %183
      Plains Road, Suite 2Milford,
      CT 06461Estate
      of Daniel T. Meisenheimer, Jr.(2)
                                                      
                                                      182,723
      Preferred Stock
                                                      
                                                      
                                                      16.5
                                                      %c/o
      Spectrum Associates
                                                      
                                                      12,000
      Common Stock
                                                      
                                                      
                                                      *183
      Plains Road, Suite 1Milford,
      CT 06461Richard
      C. Meisenheimer(3)
                                                      
                                                      142,285
      Preferred Stock
                                                      
                                                      
                                                      12.9
                                                      %884
      Robert Treat Ext.
                                                      
                                                      5,000
      Common Stock
                                                      
                                                      
                                                      *Orange,
      CT 06477Meisenheimer
      Capital Inc.
                                                      
                                                      140,000
      Preferred Stock
                                                      
                                                      
                                                      12.7
                                                      %183
      Plains Road, Suite 2
                                                      
                                                      2,095,000
      Common Stock
                                                      
                                                      
                                                      60.2
                                                      %Milford,
      CT 06461Spectrum
      Associates, Inc. (4)
                                                      
                                                      376,673
      Preferred Stock
                                                      
                                                      
                                                      34.1
                                                      %183
      Plains Road, Suite 2
                                                      
                                                      231,857
      Common Stock
                                                      
                                                      
                                                      6.7
                                                      %Milford,
      CT 06461All
      Officers and Directors as a Group
                                                      
                                                      286,283
      Preferred Stock
                                                      
                                                      
                                                      25.9
                                                      %442,400
      Common Stock
                                                      
                                                      
                                                      12.7
                                                      %





* less
than 1%





(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, who died in August, 2008, and
bequeathed her stock to her two children Daniel T. Meisenheimer, III and Richard
C. 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 their affiliates,
Spectrum Associates, Inc. and MCI, the Meisenheimers effectively control 89% of
the outstanding  Preferred  Stock  and 80% of the
outstanding Common Stock of USBL.  No public shareholders own any
Preferred Stock of USBL.





Item
13.                 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 III, Richard Meisenheimer
and Daniel Meisenheimer, Jr. and their affiliated companies have made loans to
us. As of February 28, 2009, USBL and MCRE were indebted to the principals or
their affiliated companies in the sum of $1,296,162.   Of the
foregoing amount, Spectrum is owed the sum of $713,787 and the principals (D.
Meisenheimer III and R. Meisenheimer) are owed $582,375.


15





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, 2009 and February 29,
2008, continuing franchise fees from MCI were $0 and $75,000, respectively, and
continuing franchise fees from Spectrum were $42,000 and $0,
respectively.





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, 2009 and February 29, 2008, we earned advertising fees of $0 and $45,000,
respectively, from Spectrum.





c)           
None of the Company’s directors are deemed independent.





Item
14.                 Principal
Accountant Fees and Services.





Audit
Fees





We were
billed $22,500 and $21,000 by Michael T. Studer CPA P.C. (“Mike Studer”) for the
years ended February 28, 2009 and February 29, 2008, respectively, for
professional services rendered for the audits of our annual financial statements
and reviews of our financial statements included in our Forms 10-Q and
10-K.





Tax
Fees





We have not incurred expenses or been
billed by Mike Studer for the year ended February 28, 2009 or February 29, 2008
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, 2009 or February 29,
2008.





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.


16


PART
IV





Item
15.                 Exhibits
and Financial Statement Schedules.





a)           The
following consolidated financial statements of United States Basketball League,
Inc. and its subsidiary are included in this report immediately following the
signature page:




1.   Financial
Statements




·
            Consolidated
      Balance Sheets


·
            Consolidated
      Statements of Operations


·
            Consolidated
      Statements of Stockholders'
Deficiency


·
            Consolidated
      Statements of Cash Flows


·
            Notes to Consolidated Financial
      Statements





2.   Index
to Financial Statement Schedules





Schedules
are omitted because they are either not required or the required information is
provided in the consolidated financial statements or notes thereof.





3.  Index
to Exhibits





The
exhibits filed herewith or incorporated by reference are set forth on the
Exhibit Index below and attached hereto.





ExhibitNo.
              Description*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


17





*3.10
              Amended
      By-Laws+10.1
              Standard
      Franchise Agreement of USBL21
              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.


18


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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 on the 15th day of
June, 2009.





UNITED
      STATES BASKETBALL LEAGUE,
                INC./s/ Daniel T. Meisenheimer,
    IIIDaniel
      T. Meisenheimer, IIIPresident





Pursuant to the requirement of the
Securities Exchange Act of 1934, 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
                          
                          June
      15, 2009Daniel
      T. Meisenheimer, III
                          
                          (principal
      executive officer)/s/ Richard C. Meisenheimer
                          
                          Director
      and Chief Financial
                          
                          June
      15, 2009Richard
      C. Meisenheimer
                          
                          Officer  (principal
      financial andaccounting
      officer)


19





UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY





CONTENTS





Years
Ended February 28, 2009 and February 29, 2008
 Pages





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


F-1




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 sheets of United States Basketball
League, Inc. and subsidiary (the “Company”) as of February 28, 2009 and February
29, 2008, and the related consolidated statements of operations, stockholders’
deficiency, and cash flows for the years ended February 28, 2009 and February
29, 2008.  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 audits.





I
conducted my audits 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 audits provide 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, 2009 and February 29, 2008, and the results of its operations and cash flows
for the years ended February 28, 2009 and February 29, 2008 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 10,
2009




F-2




UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
 
 Consolidated
Balance Sheets




Years
      Ended February 28, 2009 and February 29, 2008February 28, 2009
                                  
                                  
                                  February 29, 2008AssetsCurrent
      Assets:Cash
      and cash equivalents
                                  
                                  $
                                  7,233
                                  
                                  
                                  $
                                  17,975Marketable
      equity securities
                                  
                                  
                                  78,429
                                  
                                  
                                  
                                  3,642Inventory
                                  
                                  
                                  5,000
                                  
                                  
                                  
                                  5,000Prepaid
      expenses and other current assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Due
      from related parties
                                  
                                  
                                  168,961
                                  
                                  
                                  
                                  28,895Total
      Current Assets
                                  
                                  
                                  259,623
                                  
                                  
                                  
                                  55,512Property,
      net of accumulated depreciation of $29,806 and 24,614,
      respectively
                                  
                                  
                                  247,194
                                  
                                  
                                  
                                  252,386Total
      Assets
                                  
                                  $
                                  506,817
                                  
                                  
                                  $
                                  307,898Liabilities
      and Stockholders' DeficiencyCurrent
      Liabilities:Accounts
      payable and accrued expenses
                                  
                                  $
                                  80,507
                                  
                                  
                                  $
                                  73,375Due
      in connection with South Korea Venture
                                  
                                  
                                  200,000
                                  
                                  
                                  
                                  -Deferred
      revenue
                                  
                                  
                                  39,667
                                  
                                  
                                  
                                  -Credit
      card obligations
                                  
                                  
                                  108,959
                                  
                                  
                                  
                                  96,688Due
      to related parties
                                  
                                  
                                  1,266,162
                                  
                                  
                                  
                                  994,604Current
      portion of mortgage payable
                                  
                                  
                                  
                                  
                                  
                                  
                                  74,245Total
      Current Liabilities
                                  
                                  
                                  1,695,295
                                  
                                  
                                  
                                  1,238,912Due
      to related parties
                                  
                                  
                                  50,000
                                  
                                  
                                  
                                  50,000Mortgage
      Payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
      Liabilities
                                  
                                  
                                  1,745,295
                                  
                                  
                                  
                                  1,288,912Stockholders'
      Deficiency:Common
      stock, $0.01 par value, 30,000,000 shares authorized; 3,522,502 shares
      issued
                                  
                                  
                                  35,225
                                  
                                  
                                  
                                  35,225Preferred
      stock, $0.01 par value, 2,000,000 shares authorized; 1,105,679 shares
      issued and outstanding
                                  
                                  
                                  11,057
                                  
                                  
                                  
                                  11,057Additional
      paid-in capital
                                  
                                  
                                  2,668,155
                                  
                                  
                                  
                                  2,668,155Deficit
                                  
                                  
                                  (3,910,461
                                  )
                                  
                                  
                                  (3,652,997
                                  )Treasury
      stock, at cost; 39,975 shares of common
                                  
                                  
                                  (42,454
                                  )
                                  
                                  
                                  (42,454
                                  )Total
      Stockholders' Deficiency
                                  
                                  
                                  (1,238,478
                                  )
                                  
                                  
                                  (981,014
                                  )Total
      Liabilities and Stockholders' Deficiency
                                  
                                  $
                                  729,317
                                  
                                  
                                  $
                                  307,898





See
notes to consolidated financial statements


F-3





UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY





Consolidated
Statements of Operations


Years Ended February 28, 2009 and February 29,
      2008
                                
                                2009
                                
                                
                                2008Revenues:Initial
      franchise fees
                                
                                $
                                -
                                
                                
                                $
                                -Continuing
      franchise fees
                                
                                
                                42,000
                                
                                
                                
                                98,200Consulting
      fees
                                
                                
                                12,000
                                
                                
                                
                                -Advertising
                                
                                
                                -
                                
                                
                                
                                45,000Other
                                
                                
                                22,000
                                
                                
                                
                                78,19876,000
                                
                                
                                
                                221,398Operating
      Expenses:Consulting
                                
                                
                                10,100
                                
                                
                                
                                85,500Referee
      fees
                                
                                
                                -
                                
                                
                                
                                33,700Salaries
                                
                                
                                56,801
                                
                                
                                
                                58,800Travel
      and promotion
                                
                                
                                41,894
                                
                                
                                
                                19,390Depreciation
                                
                                
                                5,192
                                
                                
                                
                                5,192Other
                                
                                
                                131,228
                                
                                
                                
                                120,681245,215
                                
                                
                                
                                323,263Loss
      from Operations
                                
                                
                                (169,215
                                )
                                
                                
                                (101,865
                                )Other
      Income (Expenses):Interest
      expense
                                
                                
                                (38,585
                                )
                                
                                
                                (37,105
                                )Gain
      (loss) on marketable equity securities
                                
                                
                                (49,905
                                )
                                
                                
                                (714
                                )Interest
      income
                                
                                
                                241
                                
                                
                                
                                17(88,249
                                )
                                
                                
                                (37,802
                                )Net
      Loss
                                
                                $
                                (257,464
                                )
                                
                                $
                                (139,667
                                )Net
      Loss Per Common Share – basic and diluted
                                
                                $
                                (0.07
                                )
                                
                                $
                                (0.04
                                )Weighted
      Average Number of Common Shares Outstanding:Basic
                                
                                
                                3,482,527
                                
                                
                                
                                3,482,527Diluted
                                
                                
                                4,588,206
                                
                                
                                
                                4,588,206





See
notes to consolidated financial statements.


F-4


UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY


Consolidated
Statements of Stockholders’ Deficiency


Years
Ended February 28, 2009 and February 29, 2008




Common
      Stock
                      
                      
                      Preferred
      Stock
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      
                      
                      
                      TotalShares
                      
                      
                      
                      
                      
                      Shares
                      
                      
                      
                      
                      
                      Paid-in
                      
                      
                      
                      
                      
                      Treasury
      Stock
                      
                      
                      Stockholders’Outstanding
                      
                      
                      Amount
                      
                      
                      Outstanding
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      DeficiencyBalance,
      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
                      )Net
      Loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (139,667
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (139,667
                      )Balance,
      February 29, 2008
                      
                      
                      3,522,502
                      
                      
                      
                      35,225
                      
                      
                      
                      1,105,679
                      
                      
                      
                      11,057
                      
                      
                      
                      2,668,155
                      
                      
                      
                      (3,652,997
                      )
                      
                      
                      39,975
                      
                      
                      
                      (42,454
                      )
                      
                      
                      (981,014
                      )Net
      Loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (257,464
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (257,464
                      )Balance,
      February 28, 2009
                      
                      
                      3,522,502
                      
                      
                      $
                      35,225
                      
                      
                      
                      1,105,679
                      
                      
                      $
                      11,057
                      
                      
                      $
                      2,668,155
                      
                      
                      $
                      (3,910,461
                      )
                      
                      
                      39,975
                      
                      
                      $
                      (42,454
                      )
                      
                      $
                      (1,238,478
                      )




See
notes to consolidated financial statements.


F-5





UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY




Consolidated
Statements of Cash Flows


Years
      Ended February 28, 2009 and February 29, 2008
                                                                
                                                                2009
                                                                
                                                                
                                                                2008Cash
      Flows from Operating Activities:Net
      loss
                                                                
                                                                $
                                                                (257,464
                                                                )
                                                                
                                                                $
                                                                (139,667
                                                                )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Depreciation
                                                                
                                                                
                                                                5,192
                                                                
                                                                
                                                                
                                                                5,192Non-cash
      compensation
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Judgment
      reserve
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (150,000
                                                                )Change
      in operating assets and liabilities:Marketable
      equity securities
                                                                
                                                                
                                                                (74,787
                                                                )
                                                                
                                                                
                                                                (2,493
                                                                )Inventory
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                3,573Prepaid
      expenses and other current assets
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                600Accounts
      payable and accrued expenses
                                                                
                                                                
                                                                7,132
                                                                
                                                                
                                                                
                                                                13,473Due
      in connection with South Korea venture
                                                                
                                                                
                                                                200,000
                                                                
                                                                
                                                                
                                                                -Deferred
      revenue
                                                                
                                                                
                                                                39,667
                                                                
                                                                
                                                                
                                                                -Credit
      card obligations
                                                                
                                                                
                                                                12,271
                                                                
                                                                
                                                                
                                                                5,130Net
      Cash  Provided By (Used In) Operating Activities
                                                                
                                                                
                                                                (67,989
                                                                )
                                                                
                                                                
                                                                (264,192
                                                                )Cash
      Flows from Financing Activities:Decrease
      (increase) in due from related parties
                                                                
                                                                
                                                                (140,066
                                                                )
                                                                
                                                                
                                                                (14,436
                                                                )Increase
      (decrease) in due to related parties
                                                                
                                                                
                                                                271,558
                                                                
                                                                
                                                                
                                                                303,172Decrease
      in mortgage payable
                                                                
                                                                
                                                                (74,245
                                                                )
                                                                
                                                                
                                                                (10,630
                                                                )Net
      Cash Provided By (Used In) Financing Activities
                                                                
                                                                
                                                                57,247
                                                                
                                                                
                                                                
                                                                278,106Net
      Increase (Decrease) in Cash
                                                                
                                                                
                                                                (10,742
                                                                )
                                                                
                                                                
                                                                13,914Cash
      and Cash Equivalents, beginning of year
                                                                
                                                                
                                                                17,975
                                                                
                                                                
                                                                
                                                                4,061Cash
      and Cash Equivalents, end of year
                                                                
                                                                $
                                                                7,233
                                                                
                                                                
                                                                $
                                                                17,975Supplemental
      disclosures of cash flow information:Interest
      paid
                                                                
                                                                $
                                                                24,786
                                                                
                                                                
                                                                $
                                                                37,105Income
      tax paid
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -





See
notes to consolidated financial statements.




F-6


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 United States.  Its wholly owned subsidiary
Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH”) owns a commercial
building in Milford, Connecticut.  USBL cancelled its 2008 and 2009
seasons.





At
February 28, 2009, USBL and MCREH (collectively, the “Company”) had negative
working capital of $1,435,672, a stockholders’ deficiency of $1,238,478, and
accumulated losses of $3,910,461.  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 parties,
accounts payable and accrued expenses, due in connection with South Korea
venture, 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, 2009 and 2008 was $(49,905) and
$(714), 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 (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 February 28, 2009 was
$100,000.




F-7


UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




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 (approximately $720,000) attributable to the
USBL net operating loss carryforward.




As of
February 28, 2009, USBL had a net operating loss carryforward of approximately
$1,800,000 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.




Advertising costs
– Advertising costs are expensed as incurred and were $540 and $1,080 for
the years ended February 28, 2009 and February 29, 2008,
respectively.




Stock-based
compensation – Stock-based compensation is accounted for at fair value in
accordance with SFAS Nos. 123 and 123(R), "Accounting for Stock-Based
Compensation" and “Share-Based Payment”.  No stock options were
granted during the years ended February 28, 2009 and February 29, 2008 and none
are outstanding at February 28, 2009.




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




UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




3.
            Due
      from Related Parties





Due from
related parties consist of:





February
      28,
                  
                  
                  February
      29,2009
                  
                  
                  2008USBL
      receivable from Meisenheimer Capital, Inc. (“MCI”), controlling
      stockholder of USBL, non-interest bearing, due on demand
                  
                  $
                  162,461
                  
                  
                  $
                  26,895USBL  receivable
      from Synercom, Inc. (“Synercom”), a corporation controlled by the two
      officersof
      USBL, non-interest bearing, due on demand
                  
                  
                  2,000
                  
                  
                  
                  2,000MCREH
      receivable from Spectrum Associates, Inc. (“Spectrum”), a corporation
      controlled by the two officers of USBL, non-interest bearing, due on
      demand
                  
                  
                  4,500
                  
                  
                  
                  -Total
                  
                  $
                  168,961
                  
                  
                  $
                  28,895





4.
            Property,
      Net





Property,
net, consists of:





February
      28,
                  
                  
                  February
      29,2009
                  
                  
                  2008Land
                  
                  $
                  121,253
                  
                  
                  $
                  121,253Building
                  
                  
                  155,747
                  
                  
                  
                  155,747Total
                  
                  
                  277,000
                  
                  
                  
                  277,000Less
      accumulated depreciation
                  
                  
                  -29,806
                  
                  
                  
                  -24,614Property,
      net
                  
                  $
                  247,194
                  
                  
                  $
                  252,386





Through
June 2008, MCREH leased parts of the property to Cadcom, Inc., a corporation
controlled by the two officers of USBL, on a month-to-month
basis.  Rental income from Cadcom (which is included in other revenues
in the consolidated statements of operations) for the years ended February 28,
2009 and February 29, 2008 was $22,000 and $78,000,
respectively.





Since
June 2008, MCREH has had no tenants at the property.


F-9


UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





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.  At November 30, 2006,
the Company provided a $150,000 reserve for the ultimate resolution of this
matter.





Effective
July 31, 2007, the Company and Lexcar, LLC executed a settlement agreement
whereby Lexcar was paid $140,000 in full and final settlement of this
matter.  The $10,000 lower amount paid then reserved for has been
reflected in the accompanying statements of operations for the year ended
February 29, 2008 as a reduction in other operating expenses.





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





Due to
related parties consist of:


February
      28,
                    
                    
                    February
      29,2009
                    
                    
                    2008USBL
      loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation
      controlled by the two officers of USBL, interest at 6%, due on
      demand
                    
                    $
                    684,287
                    
                    
                    $
                    553,919USBL
      loans payable to the two officers of USBL, interest at 6%, due on
      demand
                    
                    
                    347,375
                    
                    
                    
                    300,685USBL
      loan payable to Genvest LLC (“Genvest”), an organization controlled by the
      two officers of USBL
                    
                    
                    20,000
                    
                    
                    
                    0MCREH
      note payable to the two officers of USBL, interest of 6%, due December 31,
      2011
                    
                    
                    50,000
                    
                    
                    
                    50,000MCREH
      note payable to Spectrum, interest at 7%, due on demand, secured by MCREH
      property
                    
                    
                    25,000
                    
                    
                    
                    25,000MCREH
      note payable to president of USBL, interest at 7%, due on demand, secured
      by MCREH property
                    
                    
                    45,000
                    
                    
                    
                    45,000MCREH
      note payable to the two officers of USBL, interest at 7%, due on demand,
      secured by MCREH property
                    
                    
                    70,000
                    
                    
                    
                    70,000MCREH
      note payable to the two officers of USBL, interest at 4%, due October 22,
      2009, secured by MCREH property
                    
                    
                    70,000
                    
                    
                    
                    -MCREH
      loan payable to Spectrum, non-interest bearing, due on
    demand
                    
                    
                    4,500
                    
                    
                    
                    -Total
                    
                    
                    1,316,162
                    
                    
                    
                    1,044,604Less
      current portion
                    
                    
                    (1,266,162
                    )
                    
                    
                    (994,604
                    )Noncurrent
      portion
                    
                    $
                    50,000
                    
                    
                    $
                    50,000





For the
years ended February 28, 2009 and February 29, 2008, interest due under the USBL
loans were waived by the respective lenders.


F-10


UNITED
STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





At
February 28, 2009 and February 29, 2008, accounts payable and accrued expenses
included accrued interest payable to related parties totaling $20,387 and
$6,588, respectively.





8.
            Mortgage
      Payable





The
mortgage, which bore interest at 7.06% per annum, was repaid in full in October
2008.





The
mortgage was guaranteed by the Company's officers.





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, 2009 and February 29, 2008, USBL included in continuing
franchise fees revenues from MCI of $0 and $75,000, respectively, and revenues
from Spectrum of $42,000 and $0, respectively.





In the
years ended February 28, 2009 and February 29, 2008, USBL received advertising
revenues from Spectrum totaling $0 and $45,000, respectively.





In the
years ended February 28, 2009 and February 29, 2008, MCREH received rental
income from Cadcom, Inc., a corporation controlled by the two officers of USBL,
totaling $22,000 and $78,000, respectively.





In the
years ended February 28, 2009 and February 29, 2008, USBL included in consulting
expense fees to MCI of $0 and $75,000, respectively.





In the
years ended February 28, 2009 and February 29, 2008, USBL included in other
operating expenses rent to Tricom, LLC of $12,000 and $0,
respectively.





11.
            Commitment
      and Contingencies





Occupancy
Agreement





In
September 2007, the Company moved its office from the MCREH building to a
building owned by Tricom 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
Tricom monthly rentals of $1,000 commencing March 2008 and expiring December
2009.  At February 28, 2009, accounts payable and accrued expenses
included accrued rent payable to Tricom totaling $12,000.


F-11


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 renews automatically unless either party has
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 year ended February 28,
2009.  USBL has received a verbal waiver of such fees from
Colebrooke.





Cancellation of 2008 and
2009 Seasons





USBL
cancelled its 2008 and 2009 seasons.  These cancellations may result
in claims and legal actions from franchisees.





Litigation





On June
30, 2008, a legal action was commenced by Albany Patroons, Inc., a franchisee of
USBL, against the Company in the United States District Court for the Northern
District of New York.  The complaint alleges breach of contract by
USBL due to the suspension of the 2008 season and seeks total damages of
$285,000.  On September 5, 2008, the Company answered the complaint
and asserted a counter-claim against plaintiff for breach of franchise agreement
and/or memorandum of agreement.  The Company believes that it has a
meritorious defense to the action and does not expect the ultimate resolution of
this matter to have a material adverse effect on its consolidated financial
condition or results of operations.





South Korea
Venture





In August
2008, the Company received $170,667 from a third party to investigate business
opportunities with the South Korean Basketball League and with prospective South
Korea sponsors.  Pursuant to the related verbal agreement, USBL paid a
total of $160,000 to a consulting firm approved by the third party and
recognized the remaining $10,667 as consulting fees revenue.





In
January 2009, the Company received an additional $256,000 from the third
party.  Under the related verbal agreement, USBL is to make 12 monthly
payments of $20,000 to the consulting firm approved by the third party and USBL
will be entitled to total fees of $16,000 over the one year
period.  The Company recorded $240,000 as a liability in connection
with South Korea Venture (which is reduced by $20,000 upon each payment to the
consulting firm approved by the third party) and $16,000 as a deferred revenue
liability (which is reduced and recognized as consulting fees revenue by $1,333
per month).


F-12


EXHIBIT
INDEX





ExhibitNo.
              Description*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+10.1
              Standard
      Franchise Agreement of USBL21
              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.