UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

(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, 2007
                                                                    ------------


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

For the transition period from               to
                               -------------    --------------

                                                  Commission File Number 1-15913
                                                                         -------

                      UNITED STATES BASKETBALL LEAGUE, INC.
                      -------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


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


                    46 Quirk Road, Milford, Connecticut 06460
                    -----------------------------------------
                    (Address of Principal Executive Offices)


                                 (203) 877-9508
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                      -----------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                               Yes [X]   No  [ ]

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

         State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date. As of July 6, 2007, there
were 3,482,527 shares of Common Stock, $.01 par value per share, outstanding.

         Transitional Small Business Disclosure Format (check one):
                                                               Yes [ ]   No  [X]

<PAGE>


                      UNITED STATES BASKETBALL LEAGUE, INC.
                                      INDEX


                                                                          PAGE
                                                                          ----
 PART I.       FINANCIAL INFORMATION

Item 1.       UNAUDITED FINANCIAL STATEMENTS.

              Consolidated Balance Sheets - May 31, 2007
              and February 28, 2007........................................3

              Consolidated Statements of Operations for the
              three months Ended May 31, 2007 and 2006.....................4

              Consolidated Statement of Stockholders'
              Deficiency...................................................5

              Consolidated Statements of Cash Flows for the
              three months ended May 31, 2007 and 2006 ....................6

              Notes to Consolidated Financial Statements ..................7

Item 2.       Management's Discussion and Analysis or Plan of Operation  .12

Item 3.       Controls and Procedures ....................................13

PART II.      OTHER INFORMATION ..........................................14

Item 6.       Exhibits   .................................................14



                                       2
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.                CONSOLIDATED FINANCIAL STATEMENTS.


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>


                                                                May 31,           February 28,
ASSETS                                                           2007                 2007
------                                                     ---------------       -------------
                                                              (Unaudited)

<S>                                                        <C>                   <C>
CURRENT ASSETS:
         Cash and cash equivalents                         $         5,436       $       4,061
         Marketable equity securities                                  974               1,149
         Inventory                                                   8,573               8,573
         Prepaid expenses and other current assets                     600                 600
               Due from related party                               31,647              14,459
                                                           ---------------       -------------
Total current assets                                                47,230              28,842

PROPERTY, NET                                                      256,280             257,578
                                                           ---------------       -------------
Total assets                                               $       303,510       $     286,420
                                                           ===============       =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:
         Accounts payable and accrued expenses             $       76,766        $      59,902
               Judgment reserve                                   150,000              150,000
              Credit card obligations                              83,858               91,558
         Due to related parties                                   700,939              691,432
         Current portion of mortgage payable                       10,697               10,697
                                                           --------------        -------------
Total current liabilities                                       1,022,260            1,003,589
                                                           --------------        -------------
Due to related parties, net of current portion                     50,000               50,000
                                                           --------------        -------------
Mortgage payable, net of current portion                           71,526               74,178
                                                           --------------        -------------
Total Liabilities                                               1,143,786            1,127,767
                                                           --------------        -------------
STOCKHOLDERS' DEFICIENCY
          Common stock, $0.01 par value; 30,000,000
            shares authorized; issued  and outstanding
            3,522,502 and 3,522,502, shares respectively           35,225               35,225
          Preferred stock,  $0.01 par value; 2,000,000
            shares authorized; 1,105,679 shares issued
            and outstanding                                        11,057               11,057
          Additional paid-in-capital                            2,668,155            2,668,155
          Deficit                                              (3,512,259)          (3,513,330)
          Treasury stock, at cost; 39,975 shares                  (42,454)             (42,454)
                                                           --------------        -------------

Total stockholders' deficiency                                   (840,276)            (841,347)
                                                           --------------        -------------
Total liabilities and stockholders' deficiency             $      303,510              286,420
                                                           ==============        =============
</TABLE>

See notes to consolidated financial statements.

                                       3


<PAGE>



              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                        -------------------------------
                                                                             May 31,          May 31,
                                                                              2007             2006
                                                                        --------------    -------------

<S>                                                                     <C>               <C>
REVENUES:
         Initial franchise fees                                         $            -    $           -
         Continuing franchise fees                                              55,000           64,250
         Sponsorship/advertising                                                45,000           70,000
         Other                                                                  16,542           14,415
                                                                        --------------    -------------
                                                                               116,542          148,665
                                                                        --------------    -------------

OPERATING EXPENSES:
         Consulting                                                             48,500           54,000
         Referee fees                                                           11,600           17,746
         Salaries                                                               14,950           14,950
         Travel and promotion                                                    5,772           16,831
         Depreciation                                                            1,298            1,298
         Other                                                                  27,621           29,836
                                                                        --------------    -------------
                                                                               109,741          134,661
                                                                        --------------    -------------
Income (loss) from operations                                                    6,801           14,004
                                                                       ---------------    -------------

OTHER INCOME (EXPENSES):
          Net gain (loss) from marketable equity securities                      (175)            5,885
          Interest expense                                                    ( 5,567)           (6,835)
          Interest and dividend income                                              12               81
                                                                        --------------    -------------
                                                                                (5,730)            (869)
                                                                        --------------    -------------
NET INCOME (LOSS)                                                       $        1,071    $      13,135
                                                                        ==============    =============
Earnings (loss) per common share:
         Basic                                                          $         0.00    $       (0.00)
                                                                        --------------    -------------
         Diluted                                                        $         0.00    $       (0.00)
                                                                        --------------    -------------
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
         Basic                                                               3,482,527        3,485,077
                                                                        --------------    -------------
         Diluted                                                             4,588,206        4,590,756
                                                                        --------------    -------------
</TABLE>

See notes to consolidated financial statements.


                                       4

<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
               --------------------------------------------------
                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>

                               Common Stock            Preferred Stock
                            ----------------------  ---------------------   Additional                           Total
                            Shares                  Shares                   Paid-in                 Treasury  Stockholders'
                            Outstanding    Amount   Outstanding   Amount     Capital      Deficit      Stock    Deficiency
                            -----------   --------  -----------  --------   ----------  -----------  --------  -----------
<S>                         <C>           <C>       <C>          <C>        <C>         <C>          <C>       <C>
Balance February 28, 2007     3,522,502   $ 35,225    1,105,679  $ 11,057   $2,668,155  $(3,513,330) $(42,454) $ (841,347)
Net Income (loss)                                -           -         -                      1,071         -       1,071
                            -----------   --------  -----------  --------   ----------  -----------  --------  -----------
Balance May 31, 2007          3,522,502   $ 35,225    1,105,679  $ 11,057   $2,668,155  $(3,512,259) $(42,454) $ (840,276)
                            ===========   ========  ===========  ========   ==========  ===========  ========= ===========

</TABLE>


See notes to consolidated financial statements.


                                       5


<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        Three Months Ended

                                                                    May 31,           May 31,
                                                                     2007              2006
                                                                 ------------       ----------

<S>                                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (loss)                                            $      1,071       $   13,135
                                                                 ------------       ----------
    Adjustments to reconcile net income(loss) to net cash
       provided by operating activities:
         Depreciation                                                   1,298            1,298
         Non-cash compensation                                              -           (3,825)
         Change in operating assets and liabilities:
            Marketable equity securities                                  175           (9,335)
            Accounts payable and accrued expenses                      16,864           (2,151)
            Credit card obligations                                    (7,700)           5,708
                                                                 ------------       ----------
                                                                       10,637           (8,305)
                                                                 ------------       ----------
    Net cash provided by operating activities                          11,708            4,830
                                                                 ------------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans from (Repayments to) related parties                         (7,681)          (9,284)
    Decrease in mortgage payable                                       (2,652)          (2,446)
                                                                 ------------       ----------
    Net cash (used in) financing activities                           (10,333)         (11,730)
                                                                 ------------       ----------
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                        1,375           (6,900)

CASH AND CASH EQUIVALENTS, beginning of period                          4,061            5,517
                                                                 ------------       ----------
CASH AND CASH EQUIVALENTS, end of period                         $      5,436       $   (1,383)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid                                                $      5,958       $    6,835
                                                                 ------------       ----------
    Income tax paid                                              $          -       $        -
                                                                 ------------       ----------
</TABLE>



See notes to consolidated financial statements.



                                       6


<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                         THREE MONTHS ENDED MAY 31, 2007
                         -------------------------------
                                   (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.

     At May 31, 2007, USBL and MCREH (collectively,  the "Company") had negative
     working capital of $975,030,  a stockholders'  deficiency of $840,276,  and
     accumulated  losses of  $3,512,259.  This factor,  as well as the Company's
     reliance on related  parties (see Notes 7 and 10) create an  uncertainty as
     to the USBL's ability to continue as a going concern.

     The  Company is making  efforts to raise  equity  capital,  revitalize  the
     league and market new franchises.  However,  there can be no assurance that
     the Company will be successful in accomplishing its objectives.  Because of
     the  uncertainties  surrounding  the ability of the Company to continue its
     operations,  there is  substantial  doubt  about the  Company's  ability to
     continue as a going concern.  The 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 three-month period ended
     May 31, 2007 may not  necessarily  be indicative of the results that may be
     expected  for  the  year  ending  February  28,  2008.  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-KSB for the year ended February 28, 2007.

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, accounts payable and accrued expenses, credit card obligations,
     due to related parties and mortgage  payable,  approximate their fair value
     due to  their  short  term  nature  or  based  upon  values  of  comparable
     instruments.

     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


<PAGE>


     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, 2007 and 2006 was ($175) and
     $(5,264), respectively.

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

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

     Revenue  recognition  - The Company  generally  uses the accrual  method of
     accounting in these financial  statements.  However, due to the uncertainty
     of collecting  royalty and franchise  fees from the  franchisees,  the USBL
     records  these  revenues  upon  receipt of cash  consideration  paid or the
     performance of related services by the franchisee. Franchise fees earned in
     nonmonetary  transactions  are recorded at the fair value of the  franchise
     granted  or the  service  received,  based on which  value is more  readily
     determinable. Upon the granting of the franchise, the Company has performed
     essentially all material conditions related to the sale. The offering price
     of a new franchise at May 31, 2007 was $200,000.

     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
     $800,000) resulting from the net operating loss carryforward.

     As of May 31, 2007,  the Company had a net operating loss  carryforward  of
     approximately  $2,000,000  available to offset future taxable  income.  The
     carryforward  expires in varying  amounts  through year ended  February 28,
     2027.

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


                                       8


<PAGE>


     Advertising costs - Advertising costs are expensed as incurred.

     Stock-based  compensation  - Stock  compensation  is accounted  for at fair
     value  in  accordance  with  SFAS  No.  123  and  123(R),  "Accounting  for
     Stock-Based  Compensation."  No stock options were granted  during 2007 and
     2006 and none are outstanding at May 31, 2007.

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

     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 party - At May 31, 2007 and February 28, 2007, the balance
     due from  related  party of $31,647 and $14,459,  respectively  is due from
     Meisenheimer Capital, Inc. ("MCI"),  controlling stockholder of USBL, bears
     no interest, and is due on demand.


4.   Property, Net

     Property, net consists of:

                                            May 31,       February 28,
                                             2007            2007
                                         ----------       -----------
                                         (unaudited)

         Land                            $  121,253       $  121,253
         Building                           155,747          155,747
                                         ----------       ----------
         Total                              277,000          277,000

         Accumulated depreciation           (20,720)        ( 19,422)
                                         ----------       ----------

         Property, net                   $  256,280       $  257,278
                                         ==========       ==========

     MCREH leases the property to USBL and to other tenants on a  month-to-month
     basis.  Rental  income from the other  tenants  (which is included in other
     revenues in the consolidated statements of operations) for the three months
     ended May 31, 2007 and 2006 was $13,200 and $13,200, respectively.

5.   Judgment  Reserve - In December 2006, the Company learned that Lexcar,  LLC
     was granted a default judgment against USBL on May 9, 2006 in the amount of
     $186,378 in an action  pending in the United States  District Court for the
     Southern  District of New York.  The action  alleged that


                                       9

<PAGE>

     USBL breached its agreement with Lexcar by failing to make a payment due of
     $25,000 and by failing to repurchase the Westchester Wildfire franchise for
     $150,000.

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

6.   Credit Card Obligations

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

7.   Due to Related Parties

     Due to related parties consists of:
<TABLE>
<CAPTION>

                                                                      May 31,       February 28,
                                                                       2007             2007
                                                                     Unaudited
    <S>                                                              <C>            <C>
    Loans payable to Spectrum Associates, Inc. ("Spectrum"),
      a corporation controlled by the two officers of USBL,
      interest at 6%, due on demand                                  $  440,920     $  436,920
    Loans payable to the two officers of USBL,
      interest at 6%, due on demand                                     260,019        254,512
    Note payable to mother of the two officers of USBL,
      interest at 6%, due December 31, 2011                              50,000         50,000
                                                                     ----------     ----------
     Total                                                              750,939        741,432
     Less current portion                                              (700,939)      (691,432)
                                                                     ----------     ----------
     Non current portion                                             $   50,000     $   50,000
                                                                     ==========     ==========
</TABLE>

     For the three  months  ended May 31, 2007 and 2006,  certain  interest  due
     under these loans were waived by the respective lenders.


8.   Mortgage Payable

     The  mortgage  bears  interest  at 7.06% per  annum,  is payable in monthly
     installments  of principal  and interest of $1,362  through July 2008,  and
     provides for a balloon  payment of $69,373 in August 2008.  The mortgage is
     guaranteed by the Company's officers. Future maturities of the mortgage are
     as follows:

     Year Ending February 28,
     ------------------------
     2008                                                              $   8,166
     2009                                                                 74,057
                                                                       ---------
     TOTAL                                                             $  82,223
                                                                       =========



                                       10

<PAGE>


9.   Stockholders' Equity

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

10.  Related Party Transactions


     In the  three  months  ended  May 31,  2007  and  2006,  USBL  included  in
     continuing  franchise  fees  revenues  from  MCI of  $45,000  and  $45,000,
     respectively.

     In the three months ended May 31, 2007 and 2006, USBL received  advertising
     revenues from Spectrum totaling $45,000 and $70,000, respectively.

     In the three  months  ended May 31, 2007 and 2006,  MCREH  received  rental
     income from Cadcom,  Inc., a corporation  controlled by the two officers of
     USBL, totaling $16,500 and $12,000, respectively.

     In the  three  months  ended  May 31,  2007  and  2006,  USBL  included  in
     consulting fees expenses to MCI of $45,000 and $45,000, respectively.




                                       11


<PAGE>



ITEM 2.  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, 2007 AS COMPARED TO MAY 31, 2006

     Aggregate franchise fees decreased to $55,000 for the first quarter of 2007
from $64,250 in the first quarter of 2006.  Sponsorship and advertising revenues
totaled  $45,000  during the first quarter of 2007 as compared to $70,000 in the
first quarter of 2006. This was due to a decrease in revenues from the Company's
affiliate Spectrum Associates.  $116,500 and $127,000 of the 2007 and 2006 first
quarter revenues, respectively, were derived from various related parties.

     Operating  expenses  decreased from $134,661 for the three months ended May
31, 2006 to $109,741 for the three months ended May 31, 2007. Operating expenses
for  each  of the  periods  included  management  fees  of  $45,000  to MCI  for
management services, including the services provided to the Company by Daniel T.
Meisenheimer,  III and Richard Meisenheimer.  The decrease in operating expenses
was primarily due to lower referee fees and travel expenses.

     Interest  expense  decreased  to $5,567 in 2007,  as  compared to $6,835 in
2006.

     Net income for the three  months  ended May 31, 2007 was $1,071 as compared
to $13,135 for the three months ended May 31, 2006. This $12,064 decrease is due
to the $32,123  decrease in revenues  and the $4,861  increase in  non-operating
expenses, offset partially by the $24,920 decrease in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash of $5,436 and a working capital deficit of $975,030 at
May 31, 2007.  The Company's  statement of cash flows  reflects cash provided by
operations of $11,708,  which  results  primarily  from the $16,864  increase in
accounts payable and accrued expenses. Net cash used in financing activities was
$10,333 in 2007 compared to 11,730 in 2006.

     The Company's  ability to generate cash flow from franchise royalty fees is
dependent on the financial stability of the individual  franchises  constituting
the League.  Each  franchise is confronted  with


                                       12


<PAGE>



meeting its own fixed costs and expenses, which are primarily paid from revenues
generated from attendance.  Experience has shown that USBL is generally the last
creditor to be paid by the franchise. If attendance has been poor, USBL has from
time to time only received  partial  payment and, in some cases,  no payments at
all. The Company estimates that it requires at least $300,000 of working capital
to sustain operations over a 12-month period. Assuming that all of the teams pay
their annual royalty fees, this would amount to approximately $200,000. However,
the  Company  believes  that given  prior  experience  it is more  realistic  to
anticipate lower royalty fees because some of these teams are simply not able to
generate significant attendance at games. Accordingly,  if the Company is unable
to generate  additional  sales of  franchises  within the next 12 months it will
again have to rely on affiliates  for loans and revenues to assist it in meeting
its current obligations. With respect to long term needs, the Company recognizes
that in order for the  League and USBL to be  successful,  USBL has to develop a
meaningful  sales and  promotional  program.  This will require an investment of
additional capital. Given the Company's current financial condition, the ability
of the  Company  to raise  additional  capital  other  than from  affiliates  is
questionable.  At the current time the Company has no definitive  plan as to how
to raise additional capital.

ITEM 3.  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,  2007 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,
2007 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 officer

31.2              Certification of principal financial officer

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


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<PAGE>



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  UNITED STATES BASKETBALL LEAGUE, INC.

                                  By:/s/Daniel T. Meisenheimer, III
                                     ---------------------------------
                                     Daniel T. Meisenheimer, III
                                     Chairman and President


                                  By: /s/Richard C. Meisenheimer
                                     ---------------------------------
                                     Richard C. Meisenheimer
                                     Chief Financial Officer and
                                     Director

Date:  July 13, 2007



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<PAGE>


                                  EXHIBIT INDEX


Exhibit No.:       Description:
-----------        -----------

31.1               Certification of principal executive officer

31.2               Certification of principal financial officer

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





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