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

                                Form 10-KSB

                     FOR ANNUAL AND TRANSITION REPORTS
                 PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

             [X] Annual Report Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934
                 For the fiscal year ended February 28, 2003
                                      or
             [ ] Transitional Report Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934
                    For the transition period from to

                     Commission File Number 0-21547

                  UNITED STATES BASKETBALL LEAGUE, INC.
         (Exact Name of registrant as specified in its charter)

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

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

Issuer's telephone number, including area code: (203) 877-9508

Securities registered pursuant to Section 12(b) of the Act:
               Common Stock - $.01 par value

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

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 [   ]                 No [ X ]
<PAGE>

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-KSB or any  amendments to
this Form 10-KSB           [ X ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock,  as of a  specified  date  within  60 days  prior to the date of  filing:
$667,000.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

The number of shares of the registrant's  Common stock outstanding as of June 3,
2003 was 3,485,502 shares.

The number of shares of the registrant's  Preferred stock outstanding as of June
3, 2003 was 1,105,679 shares.


<PAGE>

ITEM I.           DESCRIPTION OF BUSINESS

a)       History

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

b)       Operations

We were  incorporated  by MCI for the  purpose  of  developing  and  managing  a
professional  basketball  league,  the  United  States  Basketball  League  (the
"League").  The League was originally conceived to provide a vehicle for college
graduates  interested in going professional with an opportunity to improve their
skills and to showcase their skills in a professional environment. This approach
affords  the players an  opportunity  to perhaps be selected by one of the teams
comprising the National Basketball Association ("NBA") and to attend summer camp
sponsored by that team.  Today,  our players also consist of free agents seeking
to join an NBA  team.  USBL's  season  (May  through  July  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 138 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,  approximately  forty-five
players were previously selected each year to play in the Continental Basketball
Association ("CBA"), the official developmental league of the NBA; however, this
league has now been disbanded.

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

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

Since the  inception  of the League to the  present  time,  the number of active
franchises has fluctuated from a low of seven to a high in the 1999 season of 13
franchises. The current active franchises,  divided into the Eastern and Midwest
Divisions,  are located in Dodge City,  Kansas  (the Dodge City  Legend);  Enid,
Oklahoma (the  Oklahoma  Storm);  Salina,  Kansas (the Kansas  Cagerz);  Lehigh,
Pennsylvania (the Pennsylvania Valley Dawgs);  Brooklyn,  New York (the Brooklyn
Kings);  Melbourne,  Florida  (Brevard Blue Ducks);  Glens Falls, NY (Adirondack
Wildcats);  White Plains, New York (the Westchester Wildfire).  In addition, MCI
owns two inactive franchises which pay annual royalty fees.

At the present time we are offering  franchises  for  $300,000.  Our most recent
sale was in 2002 at a price of $300,000.  We received  $30,000 as a down payment
and the balance is to be paid over three years  pursuant to a payment  schedule.
The next  installment  of $70,000 is due on September 1, 2003.  Our other recent
sales of franchises  occurred in the 1999 and 2000 seasons and involved the sale
of two  franchises  for $300,000  each. In connection  with the sale in the 1999
season we  accepted  a down  payment  of  $35,000  and  agreed  to accept  equal
installment  payments  of $8,950 a month for 24  months.  The first  installment
payment  of  $8,950  was  originally  due on or before  January  31,  2001.  The
franchisee requested that installment  payments commence in September,  2001 and
then  requested a further  extension  until February 2002. To date, we have only
received $10,000 of installment  payments. At the present time we are attempting
to arrange a payment  schedule.  This gave the  franchisee  the  opportunity  to
preserve capital during the active season. With respect to the sale of the other
franchise in the 2000 season, we received a down payment of $80,000 and payments
of two installment  payments amounting to $70,000 and the remaining  installment
of $50,000 is due on July 15, 2003. The balance of $100,000 was due in two equal
installments  payments of $50,000 each,  due on July 15, 2001 and July 15, 2002.
The  franchisee  has  paid  only  one  of the  installments  and  the  remaining
installment of $50,000 is also due on July 15, 2003.

Prior to the foregoing  sales and since 1984, we have sold franchises at various
prices ranging from as little as $25,000 to $300,000, our most recent sales. 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.  We believe that today we are in a stronger
position and have a greater name  recognition and that as a result,  we are in a
better  position to demand and receive the full asking  purchase price in future
sales.
<PAGE>

In prior years we received negotiable advertising due bills as consideration for
the sale of certain  franchises.  These due bills entitled us to redeem them for
television air time which would enable us to televise our league games. While we
used a small  amount of air time,  the balance of the unused  portion of the due
bills expired in November, 2001 and accordingly we reflected an asset impairment
of $100,000 in the year ended February 28, 2002.

We utilize a standard franchise agreement which is on file in the various states
where we offer our franchises. Under this standard franchise agreement, the term
of the  franchise  is for ten (10)  years  with a right to renew  for a  similar
period. In addition to the initial purchase price of the franchises, franchisees
are required to pay an annual royalty fee of $20,000 per year.  Currently all of
the active  franchises  are current in their payment of annual royalty fees. The
franchise  agreement  affords us the right to  terminate  these  franchises  for
failure  to pay the  annual  royalty  fee,  but in an  effort  to  maintain  the
continuity  of the League we have  elected not to do so. In addition and because
of our desire to have the League expand, historically, we have from time to time
adjusted  annual  royalty  fees  in  certain  situations  where  the  individual
franchise  has not been  operating  profitably.  Currently  there  have  been no
adjustments for the annual royalty fees due us.

Our franchise  agreement  also entitles us to receive  television  revenues on a
sharing basis with the teams in connection with the  broadcasting of regional or
national  games.  While in the past we have  broadcasted on a regional basis, we
have not received any  significant  revenues.  We are also entitled to receive a
percentage from the sale of team and league  merchandise  which is directly sold
by us,  primarily over the Internet.  Revenues earned by us from merchandise has
also been insignificant. Revenues from the sale by a team of its own merchandise
is retained by the selling team.  These sales have contributed to the individual
team's revenues.

Our  franchise  agreements  also  require  us to use our best  efforts to obtain
sponsorships for each team and the League.  Such sponsorships are generally from
local or national  corporations.  The sponsorships  which for the last few years
have been  negligible  generally  take the form of free  basketballs,  uniforms,
airline tickets and discount  accommodations for teams when they travel.  During
the 2003  season  we did  receive  discounted  air fares  for team  travel  from
American  Airlines in exchange for  advertising  in team programs and signage at
the arenas as well as advertising on our web site. The sponsorships generated by
us are shared by all of the teams in the League. The individual teams comprising
the league are also free to seek sponsorship for their own individual franchise.
Some of the teams have been successful in attracting  local  sponsorships in the
form of  merchandise  and cash and it is these  sponsorships  that  have  helped
support the ongoing  operations of the  individual  teams.  Other teams have not
been successful. The success of obtaining sponsorship is generally a function of
good attendance and good media exposure. In some instances particular franchises
cannot generate any meaningful attendance because of a lack of media exposure.

The Franchise  Agreement also requires us to provide scheduling of all games and
officiating  for all games. We also print a full roster book as well as a weekly
newsletter which provides information regarding the League as well as individual
players and their personal statistics.

<PAGE>

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

From the inception of the League,  USBL has generally  operated at a loss.  This
has been due to the poor sale of  franchises  and the  inability  of most of the
franchises  to  generate  sufficient  revenues  to pay their  respective  annual
royalty fees.  Because of the poor historical  record, we have been dependent on
loans from the principals and their  affiliated  companies to defray the cost of
operations.  See "Related  Transactions."  Additionally  and because of our poor
performance  for at least  the last  four  years,  our  auditors  have  rendered
qualified  opinions  based on their  concerns as to our ability to continue as a
going concern.

We do believe  that the  current mix of  franchises  is  beginning  to reflect a
greater spectator  interest  resulting in an increase in attendance.  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  represents a 10% increase over the prior year. The general recent trend of
increases in attendance over prior years has resulted in increased  revenues for
each team. We believe that the increases in attendance is a positive  factor and
could have an effect on the future  growth of the League and may aid in the sale
of new franchises and enable us to receive our full asking price for franchises.
However, we do anticipate a slight decline in attendance for the 2003 season. We
attribute this to general economic conditions,  which have impacted all sporting
events.

c)       Employees

We  currently  have a staff in  excess  of 50  people.  We have  four  full-time
employees   consisting   of  the  chairman  and  League   commissioner,   Daniel
Meisenheimer III, a director of  administration,  a director of public relations
and a  director  of  operations.  The  balance,  46 in number,  are  independent
contractors and consist of referees who are paid on a per game basis.  From time
to time we have also used independent contractors for consulting work.
<PAGE>

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.

Recently  the  developmental  league  for the NBA,  the  Continental  Basketball
Association  (the "CBA")  disbanded.  The Company was  disappointed  recently to
learn that the NBA intends to have its own developmental  league replace the CBA
rather than consider  using the USBL as a  developmental  league.  However,  and
notwithstanding  this, the NBA elected not to have its development league season
compete with USBL's season.  The Company believes that because of the failure of
the CBA, USBL might become more dominant.  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.

                                 RISK FACTORS

Preliminary Statement

Recently USBL filed a registration  statement on Form 10-SB.  As such,  USBL has
become a reporting  company.  In view of this,  USBL believes  that  prospective
investors as well as existing  shareholders  should be aware of the risk factors
associated with an investment in USBL.

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 21 E 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
<PAGE>

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

We May Not Be Able to Continue as a Going Concern

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

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

Generally speaking, we have not been able to collect what we perceive to be true
value for a franchise because of the League's overall poor 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.

We Have Not  Established  Adequate  Guidelines  in  Connection  with the Sale of
Franchises

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.

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. See, "Description of Business--Dependency on Affiliates."

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 in many instances some of the franchises have
been  operating  at small  losses.  Until such time as the  League  can  attract
meaningful  sponsorship,  earnings, if any, of the individual franchises will be
impacted.
<PAGE>

Our Basketball Season Competes with Other Professional Sporting Events

Our  season  from May to early  July 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 teams" summer camps in the latter part of July and August. As
such,  our  schedule  competes  with  outdoor  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,
although attendance has continued to improve.

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.  While  attendance has recently  improved,  it is
still  rather  small  and  is  not  enough  to  support  a  team's   operations.
Additionally, interest in franchises has increased, but without real promotional
efforts, we do not anticipate any significant increase in franchises.

The Meisenheimer Family Exercises Significant Control over Us

The Meisenheimer  family,  consisting of Daniel T.  Meisenheimer III, Richard C.
Meisenheimer  and Mary  Ellen  Meisenheimer,  and  companies  they  control  own
approximately 85% of our outstanding 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,
Chief Executive Officer. 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  450,000  shares  held  by  approximately  140  public
shareholders  and as such there is a limited  public  market  for our stock.  As
such,  sellers of our stock may have  difficulty  in  selling  their  stock.  In
addition,  and until  such time as we can list our  Common  Stock on the  NASDAQ
Electronic  Bulletin  Board,  our stock will  continue to trade in the over-the-
counter market and this will make it even more difficult for individuals to sell
their stock.

<PAGE>

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 the Common
Stock.

ITEM 2            PROPERTY

USBL rents office space from Meisenheimer  Capital Real Estate,  Inc., a company
wholly owned by MCI.  USBL  occupies  approximately  2,000 square feet of office
space in a building which houses other tenants.  USBL has a two year lease which
expires in December,  2003. USBL paid an annual rent of approximately $30,000 in
the years ended February 28, 2003 and 2002. There are no escalation clauses.

The Board of Directors of MCI have  authorized MCI to transfer all of the issued
and outstanding  shares of MCI Capital Real Estate Inc. ("MRE"),  a wholly owned
subsidiary  which owns the property at 46 Quirk Road,  Milford,  Connecticut  to
USBL  in  exchange  for  the  reduction  of net  loans  due  from  MCI  and  its
subsidiaries  to USBL in the amount of $226,000.  The  transaction is subject to
the Board of Directors'  obtaining an independent  appraisal of the value of the
real estate.  If the transaction is consummated,  MRE will become a wholly owned
subsidiary of USBL.  The rental earned from the property not including the rents
paid by  USBL  will  be  sufficient  to pay  the  outstanding  monthly  mortgage
payments. The transaction is anticipated to close within the next sixty days.

ITEM 3.           LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against the company.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters  have been  submitted  to  security  holders to the fiscal year ended
February 28, 2002.

<PAGE>

                                 PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
                  STOCKHOLDER MATTERS

The  Common  Stock  traded  during  calendar  years  1998 and 1999 on the NASDAQ
SmallCap  Market under the symbol "USBL." On May 3, 2000, USBL was delisted from
the SmallCap  Market because of the failure to have a registration  statement on
file with the Securities and Exchange Commission.  The Registration Statement on
Form 10SB was filed to cure the  deficiency.  Our stock now  trades on the small
cap market.  The following is the range of high and low closing bid  information
for each  quarter for the  Company's  fiscal  years ended  February 28, 2002 and
February 28, 2003 when it traded in the over-the-counter market.


                                                      Fiscal 2002
                                                      Closing Bid

                                                 High             Low
First Quarter Ended 5/31/01                      $.87             $.65
Second Quarter Ended 8/31/01                     $.95             $.80
Third Quarter Ended 10/30/01                     $.82             $.76
Fourth Quarter Ended 2/28/02                     $.82             $.70

                                                      Fiscal 2003
                                                      Closing Bid

                                                 High             Low
First Quarter Ended 5/31/02                     $1.12            $.70
Second Quarter Ended 8/31/02                    $1.10            $.55
Third Quarter Ended 10/31/02                    $.82             $.60
Fourth Quarter Ended 2/28/03                    $.78             $.65

<PAGE>

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

Approximately  450,000 shares of our Common Stock are held by 140  shareholders.
The shares held by members of the public were issued by us in connection  with a
private placement at least ten years ago and also in connection with an offering
in 1995  under  Rule 504 of  Regulation  D of the  Securities  Act of 1933.  The
existing  holders of shares issued pursuant to the private  placement would have
available to them the  exemption  provided by Rule 144 and thus would be able to
sell all of their shares if they so elected.

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

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

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS

a)       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 year book advertising space.  Advertising  revenue is recognized
at the time the advertising space is made available to the user.
<PAGE>

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.

b)       FISCAL YEAR 2003 COMPARED TO FISCAL YEAR 2002

For the year ended  February 28, 2003 ("Fiscal  2003")  initial  franchise  fees
amounted to $250,000 as  compared to $175,000  for the year ended  February  28,
2002.  In  addition,  continuing  franchise  fees  increased  to  $276,000  from
$221,000.  The  aggregate  increase of $129,000  (33%) is a result of additional
franchise fees secured from the Company's parent corporation,  MCI. The increase
also reflects the  concerted  efforts by the Company to collect  franchise  fees
earned in the season.  Advertising  and  sponsorship  revenue totaled $86,000 as
compared to $45,000 in 2002.  The  advertising  fees for 2003  reflect a $50,000
promotional  campaign with a major airline.  The balance of the advertising fees
were for the most part generated from an affiliate,  Spectrum Associates,  Inc.,
which  ran   advertisements  in  league   bulletins,   programs  and  brochures.
Approximately $276,000 and $190,000 of the 2003 and 2002 revenues, respectively,
were derived from various related parties.

Operating  expenses for the years ended February 28, 2003 and 2002  approximated
$685,000 and  $543,000,  respectively.  Approximately  $100,000 of the operating
expenses for 2002 was the result of the  recognition  of an asset  impairment in
the value of certain pre-paid advertising  credits.  Operating expenses for 2003
and 2002 reflect management fees of $180,000 and $90,000,  respectively,  to MCI
for the services  provided to the Company  byfrom  Daniel  Meisenheimer  III and
Richard  Meisenheimer.  The  increase  in 2003  reflects  their  increased  time
commitments.  The Company also recorded  higher referee fees during 2003 because
of an increase in standard  referee fees.  Further,  travel and promotional fees
increased  approximately  $97,000  for 2003.  This was the result of  additional
games played and more Company sponsored  promotional events for franchise owners
and players. Other operating expenses remained relatively consistent.

Net loss for the year ended February 28, 2003 approximated  $57,000, as compared
to $93,000 for the year ended February 28, 2002. The decrease reflects increased
revenue in 2003 and the charge for asset impairment in 2002, offset by increases
in certain expenses detailed above.
<PAGE>

It is  anticipated  that the Company will  continue to operate at a loss for the
next twelve months.  While the Company did activate a new franchise for the 2003
season,  two other franchises  became dormant.  It is anticipated that these two
teams will be  reactivated  during the 2004  season and the  Company has already
sold another franchise which will be activated for the 2004 season.  While there
was some interest by third parties, no sales were consummated,  primarily due to
current general  economic  conditions.  However,  the Company is anticipating an
increase in attendance based on higher  visibility of coaches and players in the
League.  Two  franchises  are now using  coaches  who enjoy high  visibility  in
basketball  - John Stacks and Darryl  Dawkins.  Notwithstanding  an  anticipated
increase  in  attendance,  the  Company  will  still  have to rely on  financial
assistance from affiliates. The Meisenheimer family is fully committed to making
the  Company a  profitable  operation  and also  making the League a viable one.
Given the current lack of capital,  the Company has not been able to develop any
new programs to revitalize the League,  nor has it been able to hire  additional
sales and promotional personnel. As a result, the Company is currently dependent
on the  efforts  of Daniel  Meisenheimer,  III and two other  employees  for all
marketing efforts.  Their efforts have not resulted in any substantial  increase
in the number of  franchises.  Recently,  the NBA  established  a  developmental
basketball league known as the National Basketball  Development League ("NBDL").
The Company believes that the  establishment  of this new 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.

c)       FISCAL YEAR 2002 COMPARED TO FISCAL YEAR 2001

For the year ended  February 28, 2002 ("Fiscal  2002")  initial  franchise  fees
amounted to $175,000 as  compared to $251,000  for the year ended  February  28,
2001.  In  addition,  continuing  franchise  fees  decreased  from  $242,500  to
$221,212.  The  aggregate  decrease  of  $97,288  (20%)  is a result  of  slower
collections  from certain  franchises and extensions by USBL of additional  time
for  franchisees  to pay  installments.  This reflects the  sluggishness  of the
general economy. Advertising and sponsorship revenue totaled $45,000 and $57,500
for the years ended February 28, 2002 and 2001,  respectively.  The  advertising
fees for the most part were  generated from an affiliate,  Spectrum  Associates,
Inc.,  which ran  advertisements  in league  bulletins,  programs and brochures.
Approximately $190,000 and $233,000 of the 2002 and 2001 revenues, respectively,
were derived from various related parties.

Operating  expenses for the years ended February 28, 2002 and 2001  approximated
$543,000 and $832,000, respectively.  Approximately $100,000 and $384,000 of the
operating expenses for 2002 and 2001,  respectively,  reflect the recognition of
asset impairments on the value of prepaid advertising credits.  Historically the
Company  had been  carrying  advertising  credits  which  they had  received  as
consideration for the reservation of 20 franchises. The Company had not used any
significant  portion of the credits and the credits  expired in Fiscal 2002. For
this reason the  Company has  concluded  that it was  appropriate  to adjust the
carrying  value of the  advertising  credits to reflect  their fair value.  As a
result,  the Company  wrote off the value of these  credits as of  February  28,
2002.  Consulting  fees for each year include  $90,000 for  management  services
rendered by MCI to the League.  Other  operating  expenses  remained  relatively
consistent, reflecting the Company's efforts in 2001 to control costs.
<PAGE>

Net loss for the year ended February 28, 2002 approximated  $93,000, as compared
to $277,000  for the year ended  February 28,  2001.  The decrease  reflects the
decrease in the charge for the asset impairment  (advertising credits) offset by
the decline in revenues generated, as discussed above.

d)       LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of approximately  $200,000 at February
28, 2003. The Company's statement of cash flows reflects cash used in operations
of approximately  $38,000,  consisting principally of net loss of $56,000 offset
by an increase in accounts  payable  and accrued  expenses  ($14,000).  Net cash
provided by financing activities approximated $33,000, consisting principally of
net increases in amounts due from (to) affiliates and increases in stockholder's
loans. The Company's  ability to generate cash flow from franchise  royalty fees
is  dependent  on  the  financial   stability  of  the   individual   franchises
constituting the League. Each franchise is confronted with meeting its own fixed
costs  and  expenses  which are  primarily  paid from  revenues  generated  from
attendance.  Experience has shown that USBL is generally the last creditor to be
paid by the franchise.  If attendance has been poor,  USBL has from time to time
only  received  partial  payment  and,  in some cases,  no payments at all.  The
Company  estimates  that it  requires at least  $300,000  of working  capital to
sustain  operations  over a 12 month period.  Assuming that all of the teams pay
their annual  royalty  fees,  this would only amount to $240,000.  However,  the
Company  believes that given prior experience it is more realistic to anticipate
royalty fees of  approximately  $170,000  because some of these teams are simply
not able to generate significant attendance at games. Additionally,  some of the
teams owe back franchise fees. The Company  anticipates  that it will receive at
least $100,000 of back franchise fees during the next 12 months.  Adding this to
the  $170,000 of  anticipated  royalty  fees,  this could  amount to $270,000 of
revenues.  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 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.

ITEM 7.           FINANCIAL STATEMENTS

         The Financial Statements appear herein.

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         There were no changes in accountants nor were there any disagreements.
<PAGE>

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS--COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT

The following  persons  served as our  directors and executive  officers for the
fiscal year ending February 28, 2003:

Name                               Age     Position

Daniel T. Meisenheimer III          50     Chairman of the Board and President

Richard C. Meisenheimer             47     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. and  Meisenheimer
Capital Real Estate Holdings,  Inc. ("MCR"),  the other subsidiaries of MCI. Mr.
Meisenheimer  III  is  also  a  shareholder  and  director  of  Synercom,   Inc.
("Synercom"),  a Meisenheimer  family-owned  holding company which owns Spectrum
Associates, Inc., a shareholder of USBL and which company has loaned USBL funds.

Richard C. Meisenheimer ("R.  Meisenheimer"),  brother of Mr.  Meisenheimer III,
has acted as Chief Financial  Officer and a Director of USBL since the inception
of the business in 1983. R.  Meisenheimer has also been associated with Spectrum
Associates,  Inc. since 1976 and is now the President of that Company.  Spectrum
owns 37.7% of USBL Preferred Stock and 6.7 % of USBL Common Stock.  Spectrum was
the main customer of Cadcom,  MCI's other subsidiary  until December,  2000 when
Cadcom  was sold to  Synercom,  another  company  owned  and  controlled  by the
Meisenheimer family.

Section 16(a) Compliance

The Company's  registration statement on Form 10-SB became effective on July 30,
2000.  Mr.  Daniel   Meisenheimer,   III,  Richard   Meisenheimer,   Mary  Ellen
Meisenheimer and Spectrum were thereafter  required to file ownership reports on
Form 3 and Form 5. These reports were not filed with the Securities and Exchange
Commission  until July 17, 2001.  accordingly,  the aforesaid  individuals  were
delinquent in filing their respective ownership reports.  However,  there was no
disposition of any common stock held by them.

<PAGE>

ITEM 10.          EXECUTIVE COMPENSATION

For  many  years  our  only  two  officers,  D.  Meisenheimer  III  and  Richard
Meisenheimer,  have not received or taken any salaries  from USBL.  However,  in
September,  1995, our Board of Directors adopted an option program reserving for
each officer  200,000  options  exercisable  at a price equal to the closing bid
price on the date of grant.  In August,  1996, the directors with the consent of
a majority of the shareholders entitled to vote to rescind the option program.
No options were awarded under the Plan.

There are no formal employment  agreements  between Daniel  Meisenheimer III and
Richard  Meisenheimer  and they have not been paid any  salary for the last four
years. MCI, of which both Daniel  Meisenheimer III and Richard  Meisenheimer are
also senior officers,  charged us management fees of $180,000 and $90,000 during
the years ended February 28, 2003 and 2002,  respectively,  as consideration for
the  services  provided  by Daniel  Meisenheimer  and Richard  Meisenheimer.  In
addition,  for  accounting  purposes  we  recognized  a  non-cash  charge to our
operations of $15,000 for the management  services provided by the Meisenheimers
for the year ended February 28, 2002. See "Financial  Statements."  The increase
in  management  fees in Fiscal 2002  reflects  additional  efforts and  services
rendered to the League.

The following table reflects the salaries received by D. Meisenheimer III and R.
Meisenheimer  for the fiscal years ended  February 28, 2002,  February 28, 2001,
and February 29, 2000:
<TABLE>

                                                         SUMMARY COMPENSATION TABLE

                                                            Long Term Compensation

<CAPTION>
                                                   Annual Compensation                 Awards             Payouts

<S>     <C>    <C>    <C>    <C>    <C>    <C>
            (a)                 (b)         (c)          (d)         (e)          (f)          (g)          (h)          (i)
                                                                                  Re-
                                                                    Other      stricted    Securities
                                                                    Annual       Stock     Underlying       LTIP     All Other
                                                                   Compen-      Awarded     Options/      Payouts      Compen-
Name and Principal              Year     Salary($)     Bonus($)   sation ($)      ($)       SARs (#)        ($)      sation ($)
Position
Daniel T.                       2002        -0-          -0-         -0-          -0-          -0-          -0-          -0-
Meisenheimer III
Daniel T. Meisenheimer III


Daniel T. Meisenheimer III
President                       2001        -0-          -0-         -0-          -0-          -0-          -0-          -0-
                                2000        -0-          -0-         -0-          -0-          -0-          -0-          -0-
Richard C.                      2002        -0-          -0-         -0-          -0-          -0-          -0-          -0-
Meisenheimer
Chief Financial Officer -       2001        -0-          -0-         -0-          -0-          -0-          -0-          -0-
Vice
Vice President                  2000        -0-          -0-         -0-          -0-          -0-          -0-          -0-

Vice Pres

</TABLE>



There were no option/SAR grants or exercises in last fiscal year.

<PAGE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

We have 30,000,000  shares of authorized Common Stock, of which 3,485,502 shares
are currently issued and outstanding.  We also have 2,000,000  authorized shares
of Convertible  Preferred  Stock, of which 1,105,679 shares are currently issued
and outstanding.

The  following  table sets forth  certain  information  as of July 31, 2001 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; (ii) each of our officers and  directors and (iii)
directors and officers of the Company as a group.

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

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

Daniel T. Meisenheimer III (1)                         143,998 Preferred Stock (1)             13.0%
c/o The United States Basketball League                437,400 Common Stock                    12.7%
46 Quirk Road
Milford, CT 06460

Estate of Daniel T. Meisenheimer, Jr.(2)               182,723 Preferred Stock                 16.5%
c/o Spectrum Associates                                12,000 Common Stock                     -0-
440 New Haven Avenue
Milford, CT 06460

Richard C. Meisenheimer(3)                             142,285 Preferred Stock                 12.9%
884 Robert Treat Ext.                                  5,000 Common Stock                      -0-
Orange, CT 06477

Meisenheimer Capital Corp.                             140,000 Preferred Stock                 12.7%
46 Quirk Road                                          2,095,000 Common Stock                  60.8%
Milford, CT 06460

Spectrum Associates, Inc. (4)                          376,673 Preferred Stock                 34.1%
440 New Haven Avenue                                   231,857 Common Stock                    6.7%
Milford, CT 06460
All Officers and Directors as a Group                  286,283 Preferred Stock                 25.9%
                                                       442,400 Common Stock                    12.8%
</TABLE>
_________________________
(1) Includes 20,000 shares of Preferred Stock held by Mr.  Meisenheimer  III for
    the benefit of his two minor  children.
(2) Mr.  Meisenheimer  Jr., who died in September, 1999, bequeathed his stock
    to his wife, Mary Ellen Meisenheimer.
(3) Richard  Meisenheimer,  an officer and director of USBL, is also the
    President of Spectrum  Associates,  Inc.,  which owns both  Preferred and
    Common Stock as set forth herein.
(4) Between the various  members of the  Meisenheimer  family and an  affiliated
    company, Spectrum Associates, Inc., the Meisenheimers effectively control
    77% of the  outstanding  Preferred  Stock  and  20% of the  outstanding
    Common  Stock. Including  the ownership of MCI by the  Meisenheimer  family,
    they  effectively control 81% of the outstanding Common Stock of USBL. No
    public  shareholders own any Preferred Stock of USBL (see "Description
    of Securities").

<PAGE>

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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,  2003  (Fiscal
2003), USBL was indebted to the principals or their affiliated  companies in the
principal sum of $551,000,  which includes  accrued interest at six percent (6%)
per annum of $51,000. All of the outstanding debt is payable upon demand. Of the
foregoing  amount,  Spectrum is owed the sum of  $106,000.  The  principals  (D.
Meisenheimer III, R. Meisenheimer and the Estate of Daniel T. Meisenheimer, Jr.)
are owed $279,000 which includes accrued  interest of $42,000.  The remainder of
$166,000 is due from USBL to Meisenheimer  Capital Real Estate  Holdings,  Inc.,
another subsidiary of MCI. See "Financial Information."

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, 2003 and  February  28,  2002,  initial and
continuing  franchise fees from companies controlled by the Meisenheimer family,
including  Meisenheimer Capital and Spectrum Associates,  approximated  $240,000
and $145,000 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, 2003 and 2002, we earned  advertising  fees of
$36,000 and $45,000, respectively, from Spectrum.

<PAGE>

ITEM 13           EXHIBITS AND REPORTS ON FORM 8-K

a)       Financial Statements (2003 and 2002)

(1)      Independent Auditors' Report.

(2) Balance Sheet for USBL as of February 28, 2003.

(3) Statements of Operations for USBL for Years Ended February 28, 2003 and
    February 28, 2002.

(4) Statement of Stockholders' Deficiency for Years Ended February 28, 2003 and
    February 28, 2002.

(5)  Statements  of Cash Flows for Years Ended  February 28,
     2003 and  February 28, 2002.  (6) Notes to  Financial  Statements  for
     Two Years Ended February 28, 2003.

b)       Exhibits

*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 Lease between Meisenheimer Capital Real Estate Holdings, Inc.. and USBL(3)

+10.2 Standard  Franchise  Agreement of USBL

(4) +10.3 Agreement between USBL and
    Topaz Selections Ltd for Barter  Transactions for Acquisition of Advertising
    Due Bills in Exchange for Franchises
(5) ____________________

*Filed  with Form 10SBA and  amendments  thereto.
+Filed with Form  10-KSB for Fiscal Year ended  February  28,  2001.

c) Reports

There were no reports filed on From 8-K

<PAGE>

ITEM 14  CONTROLS  AND  PROCEDURES

Within the 90 days prior to the date of this report, we carried out an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based upon that evaluation,  our Chief Executive  Officer and Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective in timely alerting such officers to material  information  relating to
our company required to be included in our periodic filings with the Commission.
There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of this
evaluation.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Fees for professional  services  rendered by Holtz Rubenstein & Co., LLP ("Holtz
Rubenstein") in connection with the audit of the Company's financial  statements
for the year ended  February 28, 2003 and reviews of the Company's  forms 10-QSB
for the fiscal year approximated  $26,000.  No other fees were incurred to Holtz
Rubenstein.

<PAGE>

                                SIGNATURES


In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
Registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.




                            /S/  UNITED STATES BASKETBALL LEAGUE, INC.
                                 Registrant

                            By: /S/ Daniel T. Meisenheimer, III
                                Daniel T. Meisenheimer, III, Chief Executive
                                Officer


Date: June 13, 2003

<PAGE>

CERTIFICATIONS

I, Daniel T. Meisenheimer, III, certify that:

1. I have reviewed this annual report on Form 10-K of United States Basketball
League, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 13, 2003

/S/  Daniel T. Meisenheimer, III
----------------------------------
Chief Executive Officer
<PAGE>


I, Richard C. Meisenheimer, certify that:

1. I have reviewed this annual report on Form 10-KSB of United States Basketball
League, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 13, 2003

/s/ Richard C. Meisenheimer
----------------------------
Richard C. Meisenheimer
Chief Financial Officer and Vice President


<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel T. Meisenheimer, III, certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that the Annual Report of United States Basketball League, Inc. on
Form 10-KSB for the annual period ended February 28, 2003 fully complies
with the requirements of Section 13(a) and 15(d) of the Securities and
Exchange Act of 1934 and that information contained in such Annual
Report on Form 10-KSB fairly presents in all material respects the
financial condition and results of operation of United States Basketball
League, Inc.

Date: June 13, 2003


By:     /s/ Daniel T. Meisenheimer, III
        -----------------------
Name:     Daniel T. Meisenheimer, III
Title:    Chief Executive Officer


<PAGE>





                   UNITED STATES BASKETBALL LEAGUE, INC.
                 REPORT ON AUDITS OF FINANCIAL STATEMENTS
                     TWO YEARS ENDED FEBRUARY 28, 2003

<PAGE>

                  UNITED STATES BASKETBALL LEAGUE, INC.
                 REPORT ON AUDITS OF FINANCIAL STATEMENTS
                     TWO YEARS ENDED FEBRUARY 28, 2003



                                   CONTENTS


                                                         Page

FINANCIAL STATEMENTS:

   Independent auditors' report                           F-1

   Balance sheet                                          F-2

   Statement of operations                                F-3

   Statement of stockholders' deficiency                  F-4

   Statements of cash flows                               F-5

   Notes to financial statements                          F-6 - F-11


<PAGE>

                                           Independent Auditors' Report



Board of Directors
United States Basketball League, Inc.
Milford, Connecticut

We have audited the balance sheet of United States Basketball League, Inc. as of
February  28,  2003 and the  related  statements  of  operations,  stockholders'
deficiency and cash flows for each of the two years in the period ended February
28, 2003.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of United  States  Basketball
League,  Inc. as of February 28, 2003 and the results of its  operations and its
cash flows for each of the two years in the period  ended  February 28,  2003 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company's  recurring  cash flow  deficiencies  from
operations,  its inability to collect annual  franchise fees and its reliance on
related party revenue  transactions raise substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


                                              /s/ Holtz Rubenstein & Co., LLP
                                              Holtz Rubenstein & Co., LLP



Melville, New York
May 27, 2003



                                   F-1
<PAGE>

                    UNITED STATES BASKETBALL LEAGUE, INC.

                               BALANCE SHEET

                            FEBRUARY 28, 2003



         ASSETS

CURRENT ASSETS:
   Cash                                                     $         868
   Due from affiliate                                             392,006
   Inventory                                                       33,617
   Prepaid expenses and other current assets                          600
                                                                  -------
                                                            $     427,091
                                                                 ========
     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                   $      75,654
   Due to affiliates                                             272,367
   Due to stockholders                                           278,790
                                                                 -------
       Total current liabilities                                 626,811
                                                                 -------

STOCKHOLDERS' DEFICIENCY:
   Common stock, $0.01 par value, 30,000,000 shares
     authorized; 3,485,502 shares issued                         34,855
   Preferred stock, $0.01 par value, 2,000,000 shares
     authorized; 1,105,679 shares issued and outstanding         11,057
   Additional paid-in capital                                 2,627,192
   Deficit                                                   (2,830,370)
Treasury stock, at cost; 39,975 shares                          (42,454)
                                                                -------
       Total stockholders' deficiency                          (199,720)
                                                                -------
                                                          $     427,091
                                                              =========





                      See notes to financial statements

                                   F-2

<PAGE>

                      UNITED STATES BASKETBALL LEAGUE, INC.

                           STATEMENTS OF OPERATIONS



                                                      Years Ended
                                                      February 28,
                                              2003                2002
                                              ----                ----
REVENUES:
   Initial franchise fees              $     250,000      $      175,000
   Continuing franchise fees                 275,695             221,212
   Advertising                                86,000              45,000
   Other                                      25,738              17,642
                                             -------             -------
                                             637,433             458,854
                                             -------             -------
OPERATING EXPENSES:
   Consulting                                216,716             118,384
   Team and post season festival
     expenses                                 56,916              76,289
   Referee fees                               89,858              40,990
   Salaries                                   58,800              58,710
   Travel and promotion                      155,827              58,519
   Depreciation                                2,462               6,456
   Asset impairment                             -                100,000
   Other                                     104,857              83,990
                                             -------             -------
                                             685,436             543,338
                                             -------             -------
Loss from operations                         (48,003)            (84,484)
                                              ------              ------
OTHER INCOME (EXPENSES):
   Interest expense                           (8,637)             (8,600)
   Interest income                                94                 125
                                               -----               -----
                                              (8,543)             (8,475)

NET LOSS                                   $ (56,546)      $     (92,959)
                                             =======              ======
NET LOSS PER SHARE                         $        (.02)      $        (.03)
                                                      ==                  ==
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING               3,445,527           3,445,527
                                           =========           =========







                     See notes to financial statements

                                   F-3
<PAGE>



                                       UNITED STATES BASKETBALL LEAGUE, INC.

                                       STATEMENT OF STOCKHOLDERS' DEFICIENCY


<TABLE>
<CAPTION>

                              Common Stock              Preferred Stock        Additional                     Treasury    Total
                                 Shares                    Shares               Paid-in                         Stock  Stockholders'
                               Outstanding    Amount    Outstanding    Amount   Capital     Deficit     Shares  Amount   Deficiency
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Balance, March 1, 2002         3,485,502    $ 34,855    1,105,679    $ 11,057  $2,612,192 $(2,680,865) 39,975 $(42,454)   $(65,215)

Contributed services               -           -             -            -        15,000      -           -       -        15,000

Net loss                           -           -             -            -          -         92,959)     -       -       (92,959)
                               ---------     -------    ---------     -------  -----------  ----------   -----  -------  -------

Balance, February 28, 2002     3,485,502      34,855    1,105,679     11,057    2,627,192  (2,773,824)  39,975 (42,454)   (143,174)

Net loss                           -            -            -            -          -        (56,546)     -       -       (56,546)

Balance, February 28, 2003     3,485,502   $  34,855    1,105,679  $  11,057  $ 2,627,192 $(2,830,370)  39,975 $(42,454) $(199,720)
                               =========    ========    =========   ========   ==========  ==========   ======  =======    =======




</TABLE>


                                         See notes to financial statements

                                                        F-4

<PAGE>

                             UNITED STATES BASKETBALL LEAGUE, INC.

                                 STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>



                                                                      Years Ended
                                                                     February 28,
                                                                2003                2002

<S>     <C>    <C>    <C>    <C>    <C>    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                $    (56,546)     $    (92,959)
   Adjustments to reconcile net loss to net cash                 ------            ------
       (used in)provided by operating activities:
       Depreciation                                               2,462             6,456
       Asset impairment                                             -             100,000
       Non-cash compensation                                        -              15,000
       (Increase) decrease in assets:
         Inventory                                               (2,966)           (1,117)
         Prepaid expenses and other current assets                4,700               -
       Increase (decrease) in liabilities:
         Accounts payable and accrued expenses                   14,413           (13,740)
                                                               --------          --------
         Total adjustments                                       18,609           106,599
       Net cash (used in) provided by operating                --------          --------
         activities                                             (37,937)           13,640
                                                               --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Due from (to) affiliates                                      25,686            (9,834)
   Increase in stockholders' loans                                7,226             1,500
       Net cash provided by (used in) financing                --------          --------
       activities                                                32,912            (8,334)
                                                               --------          --------
NET (DECREASE) INCREASE IN CASH                                  (5,025)            5,306

CASH AND CASH EQUIVALENTS, beginning of year                      5,893               587
                                                               --------          --------
CASH AND CASH EQUIVALENTS, end of year                     $        868      $      5,893
                                                               ========          ========

</TABLE>







                       See notes to financial statements

                                     F-5

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                        TWO YEARS ENDED FEBRUARY 28, 2003


1.     Description of Business and Basis of Presentation:

The United States Basketball League, Inc. (the "USBL" or the "Company") operates
a  professional  summer  basketball  league  through  franchises  located in the
eastern part of the United States.

The Company has incurred an accumulated deficit of approximately  $2,830,000. In
addition,  the USBL's reliance on both  substantial  non-cash  transactions  and
related  parties  (Notes 3 and 4) create an uncertainty as to the USBL's ability
to continue as a going concern.

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

2.     Summary of Significant Accounting Policies:

       a. Cash and cash equivalents

For purposes of the cash flow statement, the Company considers all highly liquid
debt  instruments  purchased  with a maturity of three months or less to be cash
and/or cash equivalents.

       b. Inventory

Inventory  consists  of  USBL  trading  cards,  basketball  uniforms,   sporting
equipment  and printed  promotional  material.  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.

       c. Depreciation and amortization expense

Depreciation  is  computed  using  the  straight-line  method  over  an  asset's
estimated useful life.

       d. 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 is 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, 2003 was $300,000.

                                   F-6

<PAGE>

2.     Summary of Significant Accounting Policies:  (Cont'd)

       d. Revenue recognition  (cont'd)

The Company generates  advertising revenue from fees for area signage,  tickets,
and program and year book advertising space.  Advertising  revenue is recognized
at the time 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.

       e. Income taxes

Deferred tax assets and liabilities are determined based on differences  between
financial  reporting and tax bases of assets and  liabilities,  and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.  A valuation  allowance has been fully provided for the
deferred tax asset  (approximating  $714,000)  resulting  from the net operating
loss carryforward.

As of February 28, 2003, a net  operating  loss  carryforward  of  approximately
$1,785,000  is  available  through  February 28, 2021 to offset  future  taxable
income.

       f. 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.

       g. Advertising costs

Advertising  costs are  expensed as incurred and were  approximately  $6,000 and
$5,000 for the years ended February 28, 2003 and 2002, respectively. Advertising
costs  include  the  value  of radio  air time  received  as  consideration  for
franchise fees. The value of this  advertising is based upon the standard market
price of air time available to third party entities.

       h. Stock-based compensation

The Company applies APB Opinion No. 25 and related interpretations in accounting
for stock-based  compensation to employees.  Stock compensation to non-employees
is  accounted  for at fair value in  accordance  with FASB  Statement  No.  123,
"Accounting for Stock-Based Compensation" ("SFAS 123").

i.       Earnings (loss) per share

Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS
No. 128) 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.  Basic and dilutive EPS were equivalent for all periods  presented as the
effect of common stock equivalents was antidilutive or immaterial.

                                   F-7

<PAGE>

2.     Summary of Significant Accounting Policies:  (Cont'd)

       j. 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.

       k. Referee fees

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

       l. Reclassifications

Certain prior year balances have been  reclassified to conform with current year
classifications.

       m. Recent accounting pronouncements

In  June  2001,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards No. 142 ("SFAS No. 142"),  "Goodwill and Other  Intangible
Assets. SFAS No. 142 addresses  financial  accounting and reporting for acquired
goodwill  and other  intangible  assets.  Under SFAS No. 142,  goodwill and some
intangible  assets  will  no  longer  be  amortized,  but  rather  reviewed  for
impairment  on a  periodic  basis.  The  provisions  of  this  Statement  became
effective  on March 1, 2002 and were  required to be applied to all goodwill and
other intangible assets recognized in its financial statements at that date. The
adoption  of SFAS  No.  142 did not  have a  material  impact  on the  Company's
financial statements.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  The  Company  is  required  to adopt  the
provisions of SFAS No. 143 effective March 1, 2003. The adoption of SFAS No. 143
is not expected to have a material impact on the financial statements.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No.144 addresses  financial  accounting and
reporting for the impairment or disposal of long-lived  assets.  The adoption of
SFAS No. 144 did not have a material impact on the financial statements.

In April 2002,  SFAS No. 145,  "Rescission of FASB  Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical  Corrections" was issued. This
statement  provides guidance on the  classification of gains and losses from the
extinguishment  of  debt  and on the  accounting  for  certain  specified  lease
transactions. Certain provisions of this statement related to the classification
of gains and losses from  extinguishment  of debt are  required to be adopted by
the Company  beginning  March 1, 2003. All other  provisions were required to be
adopted  after May 15,  2002.  It is not  anticipated  that the adoption of this
statement  will have a material  impact on the  financial  position,  results of
operations or liquidity of the Company.

In June  2002,  SFAS No.  146,  "Accounting  for Costs  Associated  with Exit or
Disposal  Activities"  was  issued.  This  statement  provides  guidance  on the
recognition and measurement of liabilities  associated with disposal  activities
and became effective for the Company on January 1, 2003.


                                         F-8
<PAGE>


2.     Summary of Significant Accounting Policies:  (Cont'd)

       l. Recent accounting pronouncements  (cont'd)

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment of FASB Statement No.
l23" which amends SFAS No, 123,  "Accounting for Stock-Based  Compensation,"  to
provide  alternative  methods of transition  for a voluntary  change to the fair
value based method of accounting  for  stock-based  employee  compensation.  The
transition  and annual  disclosure  provisions of SFAS No. 148 are effective for
fiscal years ending after  December 15, 2002.  In addition,  SFAS No. 148 amends
the disclosure  requirements of SFAS No. 123 to require prominent disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee  compensation and the effect of the method used on reported
results.  The Company will continue to account for  stock-based  compensation to
employees under APB Opinion No. 25 and related interpretations.

3.     Related Party Transactions:

The Company has entered into the following transactions with related parties:

a. The USBL's president,  personally,  through family members and other entities
controlled by the family (the "Meisenheimer Group"),  controls approximately 81%
of the USBL's common stock and 100% of the Company's preferred stock.

b. As of February 28, 2003,  amounts due to  stockholders,  including  interest,
approximated $279,000. This amount includes loans of $144,000,  bearing interest
at 6% per annum.

c. Included in revenues are amounts from various related parties affiliated with
the  Meisenheimer  Group  approximating  $276,000 in 2003 and  $190,000 in 2002,
respectively.   These  revenues  include  initial  franchise  fees,   continuing
franchise fees, and advertising fees.

d.  Consulting  fees for the years ended  February  28,  2003 and 2002  included
$18,000  and  $90,000,   respectively,   for  consulting  services  provided  by
Meisenheimer Capital, Inc. ("MCI").

e. The Company  leases its office  space from  Meisenheimer  Capital Real Estate
Holdings, Inc. ("MCREH"), a wholly-owned subsidiary of MCI. Rent expense on this
operating  lease  approximated  $30,000 for each of the years ended February 28,
2003 and 2002.

At  February  28,  2003,  the  Company is in  negotiations  wherein  MCREH would
transfer this property, and an assignment of the underlying mortgage payable, in
order to reduce the net amount due from the Meisenheimer Group.

f. Amounts  included in due to  affiliates  in the  accompanying  balance  sheet
represent  advances from and accrued charges due to members of the  Meisenheimer
Group. Such amounts are non-interest bearing and have no specified due date.

g. An officer/shareholder  contributed management services to the Company for no
consideration during the period September 1, 2001 through February 28, 2002. The
Company recorded a charge to operations for these services of $15,000.  Prior to
September 1, 2001 and subsequent to February 28, 2002,  management services were
recorded under management agreement with Meisenheimer Capital, Inc.


                                  F-9
<PAGE>

4.     Non-Cash Transactions:

The USBL entered into the following non-cash transactions during the fiscal year
ended February 28, 2003:

o The Company received $306,000 of consulting fees,  promotional  services,  and
expense  reimbursements in lieu of cash, as consideration for franchise fees. In
addition,  advertising income includes $50,000 related to a promotional campaign
with a major airline.

The USBL entered into the following non-cash transactions during the fiscal year
ended February 29, 2002:

o The Company received $165,000 of consulting  services,  promotional  services,
and expense reimbursements in lieu of cash, as consideration for franchise fees.

In prior periods the Company received advertising due bills as consideration for
the sale of rights to franchises.  The  advertising  due bills can be traded for
various goods and services and can be assigned,  sold, or  transferred,  but are
not  recognized  as currency in the United  States.  The  Company  adjusted  the
carrying  value of the due  bills,  resulting  in a noncash  impairment  loss of
$100,000 during the year ended February 28, 2002.

5.     Stockholders' Equity:

       a. Capitalization

The Company's  authorized  capital consists of 30,000,000 shares of common stock
and 2,000,000 shares of preferred  stock.  All stock has a $.01 par value.  Each
share of common stock has one vote,  and each share of preferred  stock has five
votes and is entitled to a 2% non-cumulative annual dividend.

       b. Treasury stock

As of February  28,  2003,  the Company has  acquired  39,975  shares of its own
stock,  valued at  approximately  $42,400,  in order to facilitate  compensatory
stock grants to employees.  These shares are  considered  treasury and have been
valued at cost.

6.     Supplementary Cash Flow Information:

No cash was paid for interest for the years ended February 28, 2003 and 2002.

During the year ended February 28, 2002,  the Company  incurred a noncash charge
to operations in connection  with an impairment loss on advertising due bills of
$100,000.

7.     Fair Value of Financial Instruments:

The methods and  assumptions  used to estimate  the fair value of the  following
classes of financial instruments were:

Current Assets and Current  Liabilities:  The carrying  amount of cash,  current
receivables and current payables approximate their fair value.

                                 F-10
<PAGE>

8.     Other Revenues:

Other revenues  consist  principally of souvenir  sales and  miscellaneous  fees
charged to team owners.


















                                    F-11