UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549





FORM
10-Q





(Mark
One)





x           QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended May 31,
2009





 ̈           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT





For the
transition period from  to




Commission
File Number 1-15913





UNITED STATES BASKETBALL
LEAGUE, INC.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
                    
                    06-1120072(State
      or Other Jurisdiction of
                    
                    (I.R.S.
      EmployerIncorporation
      or Organization)
                    
                    Identification
      Number)





183 Plains Road, Suite 2,
Milford, Connecticut 06461


(Address
of Principal Executive Offices)





(203)
877-9508


(Registrant’s
Telephone Number, Including Area Code)





(Former
Name, Former Address and Former Fiscal Year, if Changed


Since
Last Report)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes  ̈     No
 ̈





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


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




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yes ̈Nox





Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date.  As of July 13, 2009, there were
3,482,527 shares of Common Stock, $.01 par value per share,
outstanding.





UNITED
STATES BASKETBALL LEAGUE, INC.


INDEX





PAGEPART
      I.
                FINANCIAL
      INFORMATION
                3Item
      1.
                UNAUDITED
      FINANCIAL STATEMENTS
                3Consolidated
      Balance Sheets – May 31, 2009 and February 28, 2009
                3Consolidated
      Statements of Operations for the three months Ended May 31, 2009 and
      2008
                4Consolidated
      Statement of Stockholders’ Deficiency for the three months ended May 31,
      2009
                5Consolidated
      Statements of Cash Flows for the three months ended May 31, 2009 and
      2008
                6Notes
      to Consolidated Financial Statements
                7Item
      2.
                Management’s
      Discussion and Analysis or Plan of Operation
                13Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                14Item
      4T.
                Controls
      and Procedures
                14PART
      II.
                OTHER
      INFORMATION
                14Item
      6.
                Exhibits
                14


2





PART
I


FINANCIAL
INFORMATION





ITEM
1.                        CONSOLIDATED
FINANCIAL STATEMENTS





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED BALANCE
SHEETS





May 31,
                            2009
                          
                          
                          February 28,
                            2009(Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                          
                          $
                          331
                          
                          
                          $
                          7,233Marketable
      equity securities
                          
                          
                          125,181
                          
                          
                          
                          78,429Inventory
                          
                          
                          5,000
                          
                          
                          
                          5,000Due
      from related parties
                          
                          
                          173,021
                          
                          
                          
                          168,961Total
      current assets
                          
                          
                          303,533
                          
                          
                          
                          259,623PROPERTY,
      NET of accumulated depreciation of $31,104 and $29,806,
      respectively
                          
                          
                          245,896
                          
                          
                          
                          247,194Total
      assets
                          
                          $
                          549,429
                          
                          
                          $
                          506,817LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                          
                          $
                          96,987
                          
                          
                          $
                          80,507Due
      in connection with South Korea Venture
                          
                          
                          180,000
                          
                          
                          
                          200,000Deferred
      revenue
                          
                          
                          10,667
                          
                          
                          
                          39,667Credit
      card obligations
                          
                          
                          103,755
                          
                          
                          
                          108,959Due
      to related parties
                          
                          
                          1,344,603
                          
                          
                          
                          1,266,162Total
      current liabilities
                          
                          
                          1,736,012
                          
                          
                          
                          1,695,295Due
      to related parties, net of current portion
                          
                          
                          50,000
                          
                          
                          
                          50,000Total
      Liabilities
                          
                          
                          1,786,012
                          
                          
                          
                          1,745,295STOCKHOLDERS’
      DEFICIENCYCommon
      stock, $0.01 par value; 30,000,000shares
      authorized; 3,522,502 shares issued
                          
                          
                          35,225
                          
                          
                          
                          35,225Preferred
      stock,  $0.01 par value; 2,000,000shares
      authorized; 1,105,679 shares issuedand
      outstanding
                          
                          
                          11,057
                          
                          
                          
                          11,057Additional
      paid-in-capital
                          
                          
                          2,668,155
                          
                          
                          
                          2,668,155Deficit
                          
                          
                          (3,908,566
                          )
                          
                          
                          (3,910,461
                          )Treasury
      stock, at cost; 39,975 shares
                          
                          
                          (42,454
                          )
                          
                          
                          (42,454
                          )Total
      stockholders’ deficiency
                          
                          
                          (1,236,583
                          )
                          
                          
                          (1,238,478
                          )Total
      liabilities and stockholders’ deficiency
                          
                          $
                          549,429
                          
                          
                          $
                          729,317





See notes
to consolidated financial statements.


3





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)





Three Months EndedMay 31,
                  2009
                
                
                May 31,
                  2008REVENUES:Initial
      franchise fees
                
                $
                -
                
                
                $
                -Continuing
      franchise fees
                
                
                -
                
                
                
                10,000Consulting
      Fees
                
                
                4,000
                
                
                
                -Sponsorship/advertising
                
                
                -
                
                
                
                -Other
                
                
                -
                
                
                
                11,0004,000
                
                
                
                21,000OPERATING
      EXPENSES:Consulting
                
                
                2,900
                
                
                
                -Referee
      fees
                
                
                -
                
                
                
                -Salaries
                
                
                14,928
                
                
                
                14,700Travel
      and promotion
                
                
                4,974
                
                
                
                11,395Depreciation
                
                
                1,298
                
                
                
                1,298Other
                
                
                16,078
                
                
                
                30,31240,178
                
                
                
                57,705Income
      (loss) from operations
                
                
                (36,178
                )
                
                
                (36,705
                )OTHER
      INCOME (EXPENSES):Net
      gain (loss) from marketable equity securities
                
                
                46,753
                
                
                
                -Interest
      expense
                
                
                (8,686
                )
                
                
                (9,304
                )Interest
      income
                
                
                6
                
                
                
                238,073
                
                
                
                (9,302
                )NET
      INCOME (LOSS)
                
                $
                1,895
                
                
                $
                (46,007
                )Earnings
      (loss) per common share:Basic
                
                $
                0.00
                
                
                $
                (0.01
                )Diluted
                
                $
                0.00
                
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
                
                
                3,482,527
                
                
                
                3,482,527Diluted
                
                
                4,588,206
                
                
                
                4,588,206





See notes
to consolidated financial statements.


4


UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENT OF
STOCKHOLDERS’ DEFICIENCY


(Unaudited)





Common
      Stock
                    
                    
                    Preferred
      Stock
                    
                    
                    Additional
                    
                    
                    
                    
                    
                    
                    
                    
                    TotalShares
                    
                    
                    
                    
                    
                    Shares
                    
                    
                    
                    
                    
                    Paid-in
                    
                    
                    
                    
                    
                    Treasury
                    
                    
                    Stockholders’Outstanding
                    
                    
                    Amount
                    
                    
                    Outstanding
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    Stock
                    
                    
                    DeficiencyBalance,
      February 29, 2009
                    
                    
                    3,522,502
                    
                    
                    $
                    35,225
                    
                    
                    
                    1,105,679
                    
                    
                    $
                    11,057
                    
                    
                    $
                    2,668,155
                    
                    
                    $
                    (3,910,461
                    )
                    
                    $
                    (42,454
                    )
                    
                    $
                    (1,238,478
                    )Net
      income (loss)
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,895
                    
                    
                    
                    -
                    
                    
                    
                    1,895Balance,
      May 31, 2008
                    
                    
                    3,522,502
                    
                    
                    $
                    35,225
                    
                    
                    
                    1,105,679
                    
                    
                    $
                    11,057
                    
                    
                    $
                    2,668,155
                    
                    
                    $
                    (3,908,566
                    )
                    
                    $
                    (42,454
                    )
                    
                    $
                    (1,236,583
                    )





See notes
to consolidated financial statements.


5


UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF
CASH FLOWS


(Unaudited)





Three Months EndedMay 31,
                    2009
                  
                  
                  May 31,
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                  
                  $
                  1,895
                  
                  
                  $
                  (46,007
                  )Adjustments
      to reconcile net income (loss) tonet
      cash provided by (used in) operating activities:Depreciation
                  
                  
                  1,298
                  
                  
                  
                  1,298Change
      in operating assets and liabilities:Marketable
      equity securities
                  
                  
                  (46,752
                  )
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  16,480
                  
                  
                  
                  (20,064
                  )Due
      in connection with South Korea venture
                  
                  
                  (20,000
                  )
                  
                  
                  -Deferred
      revenue
                  
                  
                  (29,000
                  )
                  
                  
                  -Credit
      card obligations
                  
                  
                  (5,204
                  )
                  
                  
                  14,447Net
      cash (used in) provided by operating activities
                  
                  
                  (81,283
                  )
                  
                  
                  (50,326
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Decrease
      (increase) in due from related parties
                  
                  
                  (4,060
                  )
                  
                  
                  (2,842
                  )Increase
      (decrease) in due to related parties
                  
                  
                  78,441
                  
                  
                  
                  40,893Decrease
      in mortgage payable
                  
                  
                  -
                  
                  
                  
                  (2,778
                  )Net
      cash provided by (used in) financing activities
                  
                  
                  74,381
                  
                  
                  
                  35,273NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  (6,902
                  )
                  
                  
                  (15,053
                  )CASH
      AND CASH EQUIVALENTS, beginning of period
                  
                  
                  7,233
                  
                  
                  
                  17,975CASH
      AND CASH EQUIVALENTS, end of period
                  
                  $
                  331
                  
                  
                  $
                  2,922SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
                  
                  $
                  4,786
                  
                  
                  $
                  6,854Income
      tax paid
                  
                  $
                  -
                  
                  
                  $
                  -





See notes
to consolidated financial statements.


6


UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


THREE MONTHS ENDED MAY 31,
2009


(Unaudited)





1.
            Description
      of Business and Basis of
Presentation





United
States Basketball League, Inc. (“USBL”), incorporated in Delaware on May 29,
1984 operates a professional summer basketball league through franchises located
in the United States.  Its wholly owned subsidiary Meisenheimer
Capital Real Estate Holdings, Inc. (“MCREH”) owns a commercial building in
Milford, Connecticut.USBL cancelled its 2008
and 2009 seasons.





At May
31, 2009, USBL and MCREH (collectively, the “Company”) had negative working
capital of $1,432,479, a stockholders’ deficiency of $1,236,583, and accumulated
losses of $3,908,566.  This factor, as well as the Company’s reliance
on related parties (see Notes 6 and 9), raises substantial doubt as to the
USBL’s ability to continue as a going concern.





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





The
accompanying unaudited consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Accordingly, they may not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.  In the opinion of
management, the unaudited financial statements reflect all adjustments, which
include only normal recurring adjustments, necessary for a fair
presentation.  Operating results for the three-month period ended May
31, 2009 may not necessarily be indicative of the results that may be expected
for the year ending February 28, 2010.  The notes to the consolidated
financial statements should be read in conjunction with the notes to the
consolidated financial statements contained in the Company’s Form 10-K for the
year ended February 29, 2009.





2.
            Summary
      of Significant Accounting
Policies





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





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





Cash and cash
equivalents -The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.


7


Marketable equity
securities–Marketable equity securities are recorded at fair value with unrealized
gains and losses included in income. The Company has classified its investment
in marketable equity securities as trading securities.  The change in
net unrealized holding gain (loss) included in earnings for the three months
ended May 31, 2009 and 2008 was $45,043 and $0, respectively.





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





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





Revenue
recognition -The Company generally uses the accrual method of accounting
in these financial statements.  However, due to the uncertainty of
collecting royalty and franchise fees from the franchisees, the USBL records
these revenues upon receipt of cash consideration paid or the performance of
related services by the franchisee.  Franchise fees earned in
nonmonetary transactions are recorded at the fair value of the franchise granted
or the service received, based on which value is more readily
determinable.  Upon the granting of the franchise, the Company has
performed essentially all material conditions related to the
sale.  The offering price of a new franchise at May 31, 2009 was
$100,000.





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





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





Income
taxes - Deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities,
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.  A valuation allowance
has been fully provided for the deferred tax asset (approximately $720,000)
attributable to the USBL net operating loss carryforward.





As of May
31, 2009, USBL had a net operating loss carryforward of approximately $1,800,000
available to offset future taxable income.  The carryforward expires
in varying amounts through year ended February 28, 2029.





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


8





Advertising
costs - Advertising costs are expensed as incurred.





Stock-based
compensation - Stock compensation is accounted for at fair value in
accordance with SFAS Nos. 123 and 123(R),   “Accounting for
Stock-Based Compensation” and “Share-Based Payment.”  No stock options
were granted during 2009 and 2008 and none are outstanding at May 31,
2009.




Earnings (loss) per share -
SFAS No. 128, “Earnings Per Share”, establishes standards for computing and
presenting earnings (loss) per share (EPS).  SFAS No. 128 requires
dual presentation of basic and diluted EPS.  Basic EPS excludes
dilution and is computed by dividing net income available to common stockholders
by the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution that could occur
if stock options or convertible securities were exercised or converted into
common stock.





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





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





3.
            Due from related
      parties





Due from
related parties consist of:





May 31,
                      
                      
                      February 28,2009
                      
                      
                      2009(Unaudited)USBL
      receivable from Meisenheimer Capital, Inc. (“MCI”), controlling
      stockholder of USBL, non-interest bearing, due on demand
                      
                      $
                      166,521
                      
                      
                      $
                      162,461USBL
      receivable from Synercom, Inc. (“Synercom”), a corporation controlled by
      the two officers of USBL, non-interest bearing, due on
    demand
                      
                      
                      2,000
                      
                      
                      
                      2,000MCREH
      receivable from Spectrum Associates, Inc. (“Spectrum”), a corporation
      controlled by the two officers of USBL, non-interest bearing, due on
      demand
                      
                      
                      4,500
                      
                      
                      
                      4,500Total
                      
                      $
                      173,021
                      
                      
                      $
                      168,961


9





4.         
  Property,
Net





Property, net, consists of:





May 31,
                    
                    
                    February 28,2009
                    
                    
                    2009(Unaudited)Land
                    
                    $
                    121,253
                    
                    
                    $
                    121,253Building
                    
                    
                    155,747
                    
                    
                    
                    155,747Total
                    
                    
                    277,000
                    
                    
                    
                    277,000Less
      accumulated depreciation
                    
                    
                    (31,104
                    )
                    
                    
                    (29,806
                    )Property,
      net
                    
                    $
                    245,896
                    
                    
                    $
                    247,194





Through
June 2008, MCREH leased parts of the property to Cadcom, Inc., a corporation
controlled by the two officers of USBL, on a month-to-month
basis.  Rental income from Cadcom (which is included in other revenues
in the consolidated statements of operations) for the three months ended May 31,
2009 and 2008 was $0 and $11,000, respectively.





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





5.           Credit Card
Obligations





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





6.           Due to Related
Parties





Due to
related parties consists of:





May 31,
                      2009
                    
                    
                    February 28,
                      2009(Unaudited)USBL
      loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation
      controlled by the two officers of USBL, interest at 6%, due on
      demand
                    
                    $
                    733,287
                    
                    
                    $
                    684,287USBL
      loans payable to the two officers of USBL, interest at 6%, due on
      demand
                    
                    
                    376,816
                    
                    
                    
                    347,375USBL
      loan payable to Genvest, LLC (“Genvest”), an organization controlled by
      the two officers of USBL
                    
                    
                    20,000
                    
                    
                    
                    20,000MCREH
      note payable to the two officers of USBL, interest at 6%, due December 31,
      2011
                    
                    
                    50,000
                    
                    
                    
                    50,000MCREH
      note payable to Spectrum, interest at 7%, due on demand, secured by MCREH
      property
                    
                    
                    25,000
                    
                    
                    
                    25,000MCREH
      note payable to president of USBL, interest at 7%, due on demand, secured
      by MCREH property
                    
                    
                    45,000
                    
                    
                    
                    45,000MCREH
      note payable to the two officers of USBL, interest at 7%, due on demand,
      secured by MCREH property
                    
                    
                    70,000
                    
                    
                    
                    70,000MCREH
      note payable to the two officers of USBL, interest at 4%, due October 22,
      2009, secured by MCREH property
                    
                    
                    70,000
                    
                    
                    
                    70,000MCREH
      loan payable to Spectrum, non-interest bearing, due on
    demand
                    
                    
                    4,500
                    
                    
                    
                    4,500Total
                    
                    
                    1,394,603
                    
                    
                    
                    1,316,162Less
      current portion
                    
                    
                    (1,344,603
                    )
                    
                    
                    (1,266,162
                    )Non
      current portion
                    
                    $
                    50,000
                    
                    
                    $
                    50,000


10





For the
three months ended May 31, 2009 and 2008, interest due under the USBL loans were
waived by the respective lenders.





At May
31, 2009, accounts payable and accrued expenses included accrued interest
payable on MCREH notes payable to related parties totaling
$24,287.





7.
            Mortgage
      Payable





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





The
mortgage was guaranteed by the Company’s officers.





8.
            Stockholders’
      Equity





Each
share of common stock has one vote.  Each share of preferred stock has
five votes, is entitled to a 2% non-cumulative annual dividend, and is
convertible at any time into one share of common stock.





9.
            Related
      Party Transactions





In the
three months ended May 31, 2009 and 2008, USBL included in continuing franchise
fees revenues from Spectrum of $0 and $10,000 respectively.





In the
three months ended May 31, 2009 and 2008, MCREH received rental income from
Cadcom, Inc., a corporation controlled by the two officers of USBL, totaling $0
and $11,000, respectively.





In the
three months ended May 31, 2009 and 2008, USBL included in other operating
expenses, rent to Tricom LLC of $3,000 and $3,000,
respectively.





10.
            Commitments and
      Contingencies





Occupancy
Agreement





In
September 2007, the Company moved its office from the MCREH building to a
building owned by Tricom LLC, an organization controlled by the two officers of
USBL.  Improvements to the Company’s space there were completed in
February 2008.  Pursuant to a verbal agreement, the Company is to pay
Tricom monthly rentals of $1,000 commencing March 2008 and expiring December
2009. At May 31, 2009, accounts payable and accrued expenses included accrued
rent payable to Tricom totaling $15,000.





Cancellation of 2008 and
2009 Seasons





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


11





Litigation





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





South Korea
Venture





In August
2008, the Company received $170,667 from a third party to investigate business
opportunities with the South Korean Basketball League and with prospective South
Korea sponsors.  Pursuant to the related verbal agreement, USBL paid a
total of $160,000 to a consulting firm approved by the third party and
recognized the remaining $10,667 as consulting fees revenue in the three months
ended February 28, 2009.





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


12





ITEM2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.





OVERVIEW





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





THREE
MONTHS ENDED MAY 31, 2009 AS COMPARED TO MAY 31, 2008





Revenues decreased to $4,000 for the
first quarter of 2009 from $21,000 in the first quarter of 2008. $0 and $21,000
of the 2009 and 2008 first quarter revenues, respectively, were derived from
related parties.





Operating expenses decreased from
$57,705 for the three months ended May 31, 2008 to $40,178 for the three months
ended May 31, 2009.  The decrease in operating expenses was primarily
due to lower travel and promotion and other expenses, primarily as a result of
the cancellation of the 2008 and 2009 seasons.





Interest
expense decreased to $8,686 in 2009, as compared to $9,304 in 2008.





Net income for the three months ended
May 31, 2009 was $1,895 as compared to a net loss of $46,007 for the three
months ended May 31, 2008.  This $47,902 improvement is due mainly to
the $46,753 net gain from marketable equity securities in 2009.





LIQUIDITY
AND CAPITAL RESOURCES





The Company had cash of $331 and a
working capital deficit of $1,432,479 at May 31, 2009.  The Company's
statement of cash flows reflects cash used in operating activities of $81,283,
which results primarily from the $46,752 increase in marketable equity
securities and the $20,000 decrease in the amount due in connection with the
South Korea venture. Net cash provided by financing activities was $74,381 in
2009 compared to cash provided of $35,273 in 2008.


13


The Company's ability to generate cash
flow from franchise royalty fees is dependent on scheduling of a 2010 season and
the financial stability of the individual franchises constituting the League.
Each franchise is confronted with meeting its own fixed costs and expenses,
which are primarily paid from revenues generated from
attendance.  Experience has shown that USBL is generally the last
creditor to be paid by the franchise.  If attendance has been poor,
USBL has from time to time only received partial payment and, in some cases, no
payments at all.  The Company estimates that it requires approximately
$300,000 of working capital to sustain operations over a 12-month
period.  Accordingly, if the Company is unable to generate additional
sales of franchises and schedule a 2010 season within the next 12 months it will
again have to rely on affiliates for loans and revenues to assist it in meeting
its current obligations.  With respect to long term needs, the Company
recognizes that in order for the League and USBL to be successful, USBL has to
develop a meaningful sales and promotional program. This will require an
investment of additional capital.  Given the Company's current
financial condition, the ability of the Company to raise additional capital
other than from affiliates is questionable.  At the current time the
Company has no definitive plan as to how to raise additional
capital.





ITEM 3.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK.





Not
applicable.





ITEM4T.        CONTROLS AND
PROCEDURES.





Under the
supervision and with the participation of our management, including our
principal executive and financial officers, we have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of May
31, 2009 and, based on such evaluation, our principal executive and financial
officers have concluded that these controls and procedures are
effective.  There were no significant changes in our internal control
over financial reporting that occurred during the quarter ended May 31, 2009
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





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





PART
II


OTHER
INFORMATION





Item
6.          Exhibits.





Exhibit No.:
              
              Description:31.1
              
              Certification
      of principal executive officer31.2
              
              Certification
      of principal financial officer32
              
              Certification
      pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002


14





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





UNITED
      STATES BASKETBALL LEAGUE,
                INC.By:
              /s/ Daniel T. Meisenheimer
    IIIDaniel
      T. Meisenheimer IIIChairman
      and PresidentBy:
              /s/ Richard C.
  MeisenheimerRichard
      C. MeisenheimerChief
      Financial Officer andDirector





Date:  July
14, 2009


15


EXHIBIT
INDEX





Exhibit No.:
              
              Description:31.1
              
              Certification
      of principal executive officer31.2
              
              Certification
      of principal financial officer32
              
              Certification
      pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002


16