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




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the 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 October 12, 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 – August 31, 2009 and February 29, 2009
              3Consolidated
      Statements of Operations for the three and six months Ended August 31,
      2009 and 2008
              4Consolidated
      Statement of Stockholders’ Deficiency
              5Consolidated
      Statements of Cash Flows for the six months ended August 31, 2009 and
      2008
              6Notes
      to Consolidated Financial Statements
              7Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
              13Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              14Item
      4T.
              Controls
      and Procedures
              14PART
      II.
              OTHER
      INFORMATION
              15Item
      6.
              Exhibits
              15




2





PART
I


FINANCIAL
INFORMATION





ITEM
      1.
            CONSOLIDATED
      FINANCIAL STATEMENTS.




UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


CONSOLIDATED BALANCE
SHEETS





August 31,
                            2009
                          
                          
                          February 28,
                            2009(Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                          
                          $
                          1,717
                          
                          
                          $
                          7,233Marketable
      equity securities
                          
                          
                          112,537
                          
                          
                          
                          78,429Inventory
                          
                          
                          5,000
                          
                          
                          
                          5,000Due
      from related parties
                          
                          
                          170,357
                          
                          
                          
                          168,961Total
      current assets
                          
                          
                          289,611
                          
                          
                          
                          259,623PROPERTY,
      NET
                          
                          
                          244,598
                          
                          
                          
                          247,194Total
      assets
                          
                          $
                          534,209
                          
                          
                          $
                          506,817LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                          
                          $
                          119,058
                          
                          
                          $
                          80,507Due
      in connection with South Korea venture
                          
                          
                          140,000
                          
                          
                          
                          200,000Deferred
      revenue
                          
                          
                          6,667
                          
                          
                          
                          39,667Credit
      card obligations
                          
                          
                          101,254
                          
                          
                          
                          108,959Due
      to related parties
                          
                          
                          1,446,969
                          
                          
                          
                          1,266,162Total
      current liabilities
                          
                          
                          1,813,948
                          
                          
                          
                          1,695,295Due
      to related parties, net of current portion
                          
                          
                          50,000
                          
                          
                          
                          50,000Total
      Liabilities
                          
                          
                          1,863,948
                          
                          
                          
                          1,745,295STOCKHOLDERS’
      DEFICIENCYCommon
      stock, $0.01 par value; 30,000,000 shares authorized;
      issued  and outstanding 3,522,502 and 3,522,502, shares
      respectively
                          
                          
                          35,225
                          
                          
                          
                          35,225Preferred
      stock,  $0.01 par value; 2,000,000 shares authorized; 1,105,679
      shares issued and outstanding
                          
                          
                          11,057
                          
                          
                          
                          11,057Additional
      paid-in-capital
                          
                          
                          2,668,155
                          
                          
                          
                          2,668,155Deficit
                          
                          
                          (4,001,722
                          )
                          
                          
                          (3,910,461
                          )Treasury
      stock, at cost; 39,975 shares
                          
                          
                          (42,454
                          )
                          
                          
                          (42,454
                          )Total
      stockholders’ deficiency
                          
                          
                          (1,329,739
                          )
                          
                          
                          (1,238,478
                          )Total
      liabilities and stockholders’ deficiency
                          
                          $
                          534,209
                          
                          
                          $
                          506,817





See notes
to consolidated financial statements.


3





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)





Three Months Ended
                
                
                Six Months EndedAugust 31,
                  2009
                
                
                August 31,
                  2008
                
                
                August 31,
                  2009
                
                
                August 31,
                  2008REVENUES:Initial
      franchise fees
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Continuing
      franchise fees
                
                
                -
                
                
                
                10,000
                
                
                
                -
                
                
                
                20,000Consulting
      fees
                
                
                4,000
                
                
                
                -
                
                
                
                8,000
                
                
                
                -Sponsorship/advertising
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Other
                
                
                -
                
                
                
                11,000
                
                
                
                -
                
                
                
                22,0004,000
                
                
                
                21,000
                
                
                
                8,000
                
                
                
                42,000OPERATING
      EXPENSES:Consulting
                
                
                800
                
                
                
                4,500
                
                
                
                3,700
                
                
                
                4,500Referee
      fees
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Salaries
                
                
                14,239
                
                
                
                14,700
                
                
                
                29,167
                
                
                
                29,400Travel
      and promotion
                
                
                7,560
                
                
                
                9,827
                
                
                
                12,534
                
                
                
                21,222Depreciation
                
                
                1,298
                
                
                
                1,298
                
                
                
                2,596
                
                
                
                2,596Other
                
                
                42,220
                
                
                
                45,903
                
                
                
                58,298
                
                
                
                76,21566,117
                
                
                
                76,228
                
                
                
                106,295
                
                
                
                133,933Income
      (loss) from operations
                
                
                (62,117
                )
                
                
                (55,228
                )
                
                
                (98,295
                )
                
                
                (91,933
                )OTHER
      INCOME (EXPENSES):Net
      gain (loss) from marketable equity securities
                
                
                (22,446
                )
                
                
                13,291
                
                
                
                24,307
                
                
                
                13,291Interest
      expense
                
                
                (8,594
                )
                
                
                (8,527
                )
                
                
                (17,280
                )
                
                
                (17,831
                )Interest  income
                
                
                1
                
                
                
                70
                
                
                
                7
                
                
                
                72(31,039
                )
                
                
                4,834
                
                
                
                7,034
                
                
                
                (4,468
                )NET
      INCOME (LOSS)
                
                $
                (93,156
                )
                
                $
                (50,394
                )
                
                $
                (91,261
                )
                
                $
                (96,401
                )Earnings
      (loss) per common share:Basic
                
                $
                (.03
                )
                
                $
                (.01
                )
                
                $
                (.03
                )
                
                
                (.03
                )Diluted
                
                $
                (.03
                )
                
                $
                (.01
                )
                
                $
                (.03
                )
                
                
                (.03
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBasic
                
                
                3,482,527
                
                
                
                3,482,527
                
                
                
                3,482,527
                
                
                
                3,482,527Diluted
                
                
                4,588,206
                
                
                
                4,588,206
                
                
                
                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 28, 2009
                  
                  
                  3,522,502
                  
                  
                  $
                  35,225
                  
                  
                  
                  1,105,679
                  
                  
                  $
                  11,057
                  
                  
                  $
                  2,668,155
                  
                  
                  $
                  (3,901,461
                  )
                  
                  $
                  (42,454
                  )
                  
                  $
                  (1,238,478
                  )Net
      Income (loss)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,895
                  
                  
                  
                  -
                  
                  
                  
                  1,895Balance
      May 31, 2009
                  
                  
                  3,522,502
                  
                  
                  
                  35,225
                  
                  
                  
                  1,105,679
                  
                  
                  
                  11,057
                  
                  
                  
                  2,668,155
                  
                  
                  
                  (3,908,566
                  )
                  
                  
                  (42,454
                  )
                  
                  
                  (1,236,583
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (93,156
                  )
                  
                  
                  -
                  
                  
                  
                  (93,156
                  )Balance
      August 31, 2009
                  
                  
                  3,522,502
                  
                  
                  $
                  35,225
                  
                  
                  
                  1,105,679
                  
                  
                  $
                  11,057
                  
                  
                  $
                  2,668,155
                  
                  
                  $
                  (4,001,722
                  )
                  
                  $
                  (42,454
                  )
                  
                  $
                  (1,329,739
                  )





See notes
to consolidated financial statements.


5


UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF
CASH FLOWS


(Unaudited)





Six
      Months EndedAugust
      31,
                  2009
                
                
                August
      31,
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income (loss)
                
                $
                (91,261
                )
                
                $
                (96,401
                )Adjustments
      to reconcile net income(loss) to net cash (used in) provided by operating
      activities:Depreciation
                
                
                2,596
                
                
                
                2,596Changes
      in operating assets and liabilities:Marketable
      equity securities
                
                
                (34,108
                )
                
                
                (63,531
                )Accounts
      payable and accrued expenses
                
                
                38,551
                
                
                
                127,111Due
      in connection with South Korea venture
                
                
                (60,000
                )
                
                
                -Deferred
      revenues
                
                
                (33,000
                )
                
                
                -Credit
      card obligations
                
                
                (7,705
                )
                
                
                14,953Net
      cash (used in) provided by operating activities
                
                
                (184,927
                )
                
                
                (15,272
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Decrease
      (increase) in due from related parties
                
                
                (1,396
                )
                
                
                (3,495
                )Increase
      (decrease) in due to related parties
                
                
                180,807
                
                
                
                85,318Decrease
      in mortgage payable
                
                
                -
                
                
                
                (4,679
                )Net
      cash provided by financing activities
                
                
                179,411
                
                
                
                77,144NET
      INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (5,516
                )
                
                
                61,872CASH
      AND CASH EQUIVALENTS, beginning of period
                
                
                7,233
                
                
                
                17,975CASH
      AND CASH EQUIVALENTS, end of period
                
                $
                7,717
                
                
                $
                79,847SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
                
                $
                9,480
                
                
                $
                12,930Income
      tax paid
                
                $
                -
                
                
                $
                -





See notes
to consolidated financial statements.


6





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


SIX MONTHS ENDED AUGUST 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 August
31, 2009, USBL and MCREH (collectively, the “Company”) had negative working
capital of $1,524,337, a stockholders’ deficiency of $1,329,739, and accumulated
losses of $4,001,722.  These factors, as well as the Company’s
reliance on related parties (see Notes 6 and 9), raise 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
USBL 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 six-month period ended August
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 28, 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 and six months ended August 31, 2009 and 2008 was $(36,414), $13,291,
$8,629, and $(846), 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 August 31, 2009 was
$100,000.





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





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





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





As of August 31, 2009, the Company had
a net operating loss carryforward of approximately $1,800,000 available to
offset future taxable income.  The carryforwardexpires 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.





Advertising
costs - Advertising costs are expensed as incurred.


8


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 August 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:





August 31,
                  
                  
                  February 28,2009
                  
                  
                  2009(Unaudited)USBL
      receivable from Meisenheimer Capital, Inc.  (“MCI”), controlling
      stockholder of USBL,  non-interest bearing, due on
      demand
                  
                  $
                  163,857
                  
                  
                  $
                  162,461USBL
      receivable from Synercom (“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
                  
                  $
                  170,357
                  
                  
                  $
                  168,961


9


4.
            Property,
      Net





Property,
net consists of:


August
      31,
                  
                  
                  February
      28,2009
                  
                  
                  2009(Unaudited)Land
                  
                  $
                  121,253
                  
                  
                  $
                  121,253Building
                  
                  
                  155,747
                  
                  
                  
                  155,747Total
                  
                  
                  277,000
                  
                  
                  
                  277,000Accumulated
      depreciation
                  
                  
                  (32,402
                  )
                  
                  
                  (29,806
                  )Property,
      net
                  
                  $
                  244,598
                  
                  
                  $
                  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 six months ended August
31, 2009 and 2008 was $0 and $22,000, 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.


10


6.
            Due
      to Related Parties





Due to
related parties consist of:


August31,2009
                  
                  
                  February28,2009(Unaudited)USBL
      loans payable to Spectrum Associates, Inc. (“Spectrum”), a
      corporation controlled by the two officers of USBL,  interest at 6%,
      due on demand
                  
                  $
                  786,286
                  
                  
                  $
                  684,287USBL
      loans payable to the two officers of USBL,  interest at 6%, due on
      demand
                  
                  
                  422,183
                  
                  
                  
                  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 of 7%, due on
      demand, secured by
                  
                  
                  70,000
                  
                  
                  
                  70,000MCREH
      property MCREH 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
                  
                  
                  
                  4,500MCREH
      loan payable to president of USBL, non-interest bearing, due on
      demand
                  
                  
                  4,000
                  
                  
                  
                  -Total
                  
                  
                  1,496,969
                  
                  
                  
                  1,316,162Less
      current portion
                  
                  
                  (1,446,969
                  )
                  
                  
                  (1,266,162
                  )Noncurrent
      portion
                  
                  $
                  50,000
                  
                  
                  $
                  50,000





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





At August
31, 2009, accounts payable and accrued expenses included accrued interest
payable on MCREH notes payable to related parties totaling
$28,187.


11


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 and six months ended August 31, 2009 and 2008, USBL included in continuing
franchise fees revenues from Spectrum of $0, $10,000, $0, and $20,000,
respectively.





In the
three and six months ended August 31, 2009 and 2008, MCREH received rental
income from Cadcom, Inc., a corporation controlled by the two officers of USBL,
totaling $0, $11,000, $0, and $22,000, respectively.





In the
three and six months ended August 31, 2009 and 2008, USBL included in other
operating expenses, rent to Tricom LLC of $3,000, $3,000, $6,000, and $6,000,
respectively.





10.
            Commitment
      and Contingencies





Occupancy
Agreement





In
September 2007, the Company moved its office from the MCREH building to a
building owned by 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 August 31, 2009, accounts payable and accrued expenses
included accrued rent payable to Tricom totaling $18,000.





Cancellation of 2008 and
2009 Seasons





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





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.


12


South Korea
Venture





In August
2008, the Company received $170,667 from a third party to investigate business
opportunities with the South Korea Basketball League and with prospective South
Korean 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).





ITEM2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF
FINANCIAL


CONDITION
      AND RESULTS OF OPERATIONS.





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 United States Basketball League (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
League.  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 AUGUST 31, 2009 AS COMPARED TO AUGUST 31, 2008





Franchise fees revenues decreased
$10,000 from $10,000 in 2008 to $0 in 2009. This decrease was due to the
cancellation of the 2008 and 2009 seasons.





Operating expenses decreased $10,111
from $76,228 in 2008 to $66,117 in 2009 primarily due to decreases in consulting
fees and travel and promotion expenses.





Net loss increased $42,762 from $50,394
in 2008 to $93,156 in 2009, primarily as a result of poorer investment
performance in 2009.


13


SIX
MONTHS ENDED AUGUST 31, 2009 AS COMPARED TO AUGUST 31, 2008





Aggregate franchise fees decreased to
$0 for the first six months of 2009 from $20,000 for the first six months of
2008.  This decrease was due to the cancellation of the 2008 and 2009
seasons.  $0 and $42,000 of the 2009 and 2008 revenues, respectively,
were derived from related parties.





Operating expenses decreased from
$133,933 for the six months ended August 31, 2008 to $106,295 for the six months
ended August 31, 2009, primarily as a result of the cancellation of the 2008 and
2009 seasons.





Net loss for the six months ended
August 31, 2009 was $91,261 as compared to a $96,401 net loss for the six months
ended August 31, 2008.





LIQUIDITY
AND CAPITAL RESOURCES





The Company had $1,717 cash and a
working capital deficit of $1,524,337 at August 31, 2009.  The
Company's statement of cash flows reflects cash used in operations of $184,927
and net cash provided by financing activities of $179,411 for the six months
ended August 31, 2009.





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
August 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 August 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.


14


PART
II


OTHER
INFORMATION





Item
6.                 Exhibits.





31.1
            Certification
      of principal executive officer





31.2
            Certification
      of principal financial officer





32
            Certification
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002


15


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:  October
14, 2009


16


EXHIBIT
INDEX





31.1
            Certification
      of principal executive officer





31.2
            Certification
      of principal financial officer





32
            Certification
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002


17