SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                  FORM 10-QSB

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


       For the Three Months Ended                  Commission File Number
              May 31, 1998                                0-21547


                           MEISENHEIMER CAPITAL, INC.
                                  46 Quirk Road
                           Milford, Connecticut 06460
                                Tel: 203-877-9501


                Delaware                                06-1101766
        (State of Incorporation)            (I.R.S. Employer Identification No.)



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,  and (2) has  been  subject  to such  filing
requirements for the past 90 days.      Yes 
                                        No  X


As of January 6, 1999, the latest  practicable date, there were 4,477,084 shares
of Common Stock outstanding, $.01 par value.


<PAGE>




                           MEISENHEIMER CAPITAL, INC.

                                      INDEX

                                                                         PAGE

PART I.           FINANCIAL INFORMATION

     Item 1.  Unaudited Financial Statements:

          Consolidated Balance Sheet - May 31, 1998...........................3

          Consolidated Statement of Operations for the
          Three Months Ended May 31, 1998 and 1997............................4

          Consolidated Statement of Stockholders' Equity for the
          Three Months Ended May 31, 1998 and 1997............................5

          Condensed Statement of Cash Flows for the
          Three Months Ended May 31, 1998 and 1997............................6

          Notes to Consolidated Financial Statements........................7-8


     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations..................9


PART II.  OTHER INFORMATION..................................................10


                                        2

<PAGE>




<TABLE>
<CAPTION>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                               As of May 31, 1998
                                   (Unaudited)

                                     ASSETS
Current Assets:
<S>                                                                             <C>         
     Accounts receivable                                                        $    144,351
     Inventories                                                                     107,695
     Investments                                                                     115,126
     Other current assets                                                              3,615
                                                                                ------------

Total Current Assets                                                                 370,787

Property and equipment, net                                                          442,565
Goodwill, net                                                                         27,525
Prepaid advertising credits                                                          746,562
                                                                                ------------

TOTAL ASSETS                                                                    $  1,587,439
                                                                                ============

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Current Liabilities:
     Bank overdraft                                                             $     15,410
              Accounts payable and accrued expenses                                  217,985
     Note and mortgage payable - current portion                                       8,874
     Capital lease obligations                                                        26,961
     Loans payable - stockholders                                                    597,967
     Taxes payable                                                                     4,000
                                                                                ------------

Total Current Liabilities                                                            871,197

Note and mortgage payable, net of current portion                                    116,431

Minority interest                                                                    228,000

Total Liabilities                                                                  1,215,628

Stockholders' Equity:
   Common stock, $.01 par value; 10,000,000
     shares authorized; 4,477,084 shares
     issued and outstanding                                                           44,771
   Additional paid-in-capital                                                      3,367,008
   Treasury stock, at cost, 1,000 shares                                                (686)
   Unrealized loss on available for sale
     securities                                                                     (104,400)
   Deficit                                                                        (2,934,882)

Total Stockholders' Equity                                                           371,811

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $  1,587,439
                                                                                =  =========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        3

<PAGE>




<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                Comparative Consolidated Statement of Operations
                                   (Unaudited)


<CAPTION>
                                                     Three Months               Three Months
                                                         Ended                  Ended
                                                       05/31/98                 05/31/97
Revenues

<S>                                                  <C>                        <C>          
Net Sales                                            $     196,966              $     196,134
Franchise fees and related revenues                        381,194                    132,086
                                                     -------------              -------------

                                                           578,160                    328,220
                                                     -------------              -------------

Operating Expenses

Cost of goods sold                                         140,189                    155,221
Selling, general and team expenses                         143,049                    220,215
                                                     -------------              -------------

                                                           283,238                    375,436
                                                     -------------              -------------

Income (loss) from operations                              294,922                    (47,216)
                                                     -------------              --------------

Other Income (Expense)

Interest expense                                            (3,942)                    (6,227)
Interest income                                                152                        160
Other income                                                 1,345                      7,184

Minority Interest                                          100,000                    (30,000)

Income Tax Provision                                         4,000                      1,500
                                                     -------------              -------------

Net Income (Loss)                                    $     188,477              $     (17,599)
                                                     =============              ==============

Earnings Per Share                                   $           0.04           $          0.00
                                                     ================           ===============

Weighted Average Shares Outstanding                      4,477,084                  4,477,084
                                                     =============              =============
</TABLE>



                 See Notes to Consolidated Financial Statements

                                        4

<PAGE>


<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Equity
                  For Three Months Ending May 31, 1998 and 1997
                                   (Unaudited)

<CAPTION>
                                                                                                 Unrealized
                                    Common Stock          Additional      Treasury Stock            Loss on
                                                           Paid-in                               Available for
                                 Shares       Amount       Capital       Shares      Amount     Sale Securities        Deficit
                               ------------- ---------   ------------    -------     ------     ---------------    --------------
        MAY 31, 1997
<S>                               <C>           <C>        <C>             <C>        <C>         <C>            <C>            
Balance, March 1, 1997            4,477,084     $44,771    $3,367,008      0          $ 0         $(62,078)      $   (3,050,838)
   Marketable securities                                                                            3.793
     valuation adjustment
   Net Loss                                                                0           0                                (17.599)
                               ------------- ---------   ------------    -------     ------     ---------------   --------------
Balance, May 31, 1997             4,477,084     $44,771    $3,367,008      0          $ 0         $(58,285)      $   (3,068,437)
                                  =========     =======    ==========      =          ===         =========      ===============

                                                                                                 Unrealized
                                    Common Stock          Additional      Treasury Stock            Loss on
                                                           Paid-in                               Available for
                                 Shares       Amount       Capital       Shares      Amount     Sale Securities        Deficit
                               ------------- ---------   ------------    -------     ------     ---------------    --------------
        MAY 31, 1998

Balance, March 1, 1998            4,477,084     $44,771    $3,367,008    1,000       $686            $ 0            $(3,123,359)
Marketable securities                                                                             (104,400)
   valuation adjustment
Net Income                                                                                                              188,477
                               ------------- ---------   ------------    -------     ------     ---------------    --------------
Balance, May 31, 1998             4,477,084     $44,771    $3,367,008    1,000       $686        $(104,400)         $(2,934,882)
                                  =========     =======    ==========    =====       ====        ==========      ===============
</TABLE>


                 See Notes to Consolidated Financial Statements

                                        5

<PAGE>

<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<CAPTION>
                                                                      Three Months     Three Months
                                                                      Ended 5/31/98    Ended 5/31/98
<S>                                                                   <C>              <C>        
Cash Flows From Operating Activities:
     Net Income (loss)                                                $  188,477       $  (17,599)
Adjustments  to  reconcile  net  income  (loss) 
to net cash  provided  (used) by operating activities:
     Minority interest                                                   100,000          (30,000)
     Loss on Partnership investment                                            0            9,375
     Depreciation and amortization                                        15,534           20,301
(Increase) decrease in assets:
     Accounts receivable                                                 (53,210)           3,569
     Inventories                                                         (14,079)           3,383
     Other current assets                                                  2,472           (3,847)
     Prepaid advertising credits                                         (62,500)               0
(Decrease) increase in liabilities:
     Accounts payable and accrued expenses                                (7,978)          55,084
     Taxes payable                                                         4,000                0

Net Cash Provided by Operations                                          172,716           40,266
                                                                         -------          -------

Cash Flows from Investing Activities:
         Purchase of property and equipment                               (5,523)               0
         Purchase of investments                                         (90,600)            (920)

Net cash (used) in investing activities                                  (96,123)            (920)
                                                                          ------              --- 

Cash Flows from Financing Activities:
         Payments on note and mortgage payable                            (2,350)            (964)
         Payments on capital lease obligations                           (11,727)         (22,475)
         Payments to shareholders, net                                   (10,086)          (3,407)
         Unrealized loss on available for sale securities               (104,400)               0

Net cash (used) in financing activities                                 (128,563)         (26,846)
                                                                         -------           ------ 

Net (decrease) increase in cash                                          (51,970)          12,500
                                                                          ------           ------

Cash, beginning of period                                                 36,560           11,371
                                                                          ------           ------

(Overdraft) Cash, end of period                                       $  (15,410)      $   23,871
                                                                          ======           ======

Supplemental Disclosures
         Interest Paid                                                $    3,942       $    4,413
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       6

<PAGE>

Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended May 31, 1998


Note 1 Basis of Presentation

The interim financial statements furnished reflect all adjustments which, in the
opinion of  management,  are  necessary  to present a fair  presentation  of the
financial  position at May 31, 1998 and cash flows and results of operations for
the three month period  ended May 31, 1998 and 1997.  The  financial  statements
should  be read in  conjunction  with  the  summary  of  significant  accounting
policies and notes to financial  statements  included in the company's form 10 -
KSB for the fiscal year ended  February 28, 1998.  The results of operations for
the three months ended May 31, 1998 and 1997 are not  necessarily  indicative of
the results to be expected for the year.

Note 2 Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Meisenheimer  Capital,  Inc. (MCI) and its subsidiaries  Cadcom,  Inc. (Cadcom),
Meisenheimer Capital Real Estate Holdings,  Inc (MCREHI),  and the United States
Basketball  League,  Inc. (USBL)  (collectively the Company).  All subsidiaries,
except the USBL,  are 100% owned by MCI. The USBL is a 61.55% owned  subsidiary.
All intercompany accounts and balances have been eliminated.

Note 3 Investment in Marketable Securities

The Company has  adopted  FASB  statement  number  115,  Accounting  for Certain
Investments  in  Debt  and  Equity  Securities.  This  statement  requires  that
investments  in debt and equity  securities be  designated  as trading,  held to
maturity,  or available for sale.  Management considers the Company's marketable
securities to be available for sale.  Available for sale securities are reported
at  approximate  market  value.  The Company  recorded a charge to operations of
$104,400 for the three months ended February 28, 1998.

Note 4 Inventories

As of May 31, 1998,  inventories  have been  estimated  (based upon gross profit
method for  manufacturing  inventories and upon perpetual  inventory records for
USBL inventory).

Inventories consisted of the following as of May 31, 1998:

Raw Materials                                        $    5,728
Work in Process                                          16,012
Finished Goods                                           65,855

Manufacturing Inventory                                  87,595

USBL Inventory                                           20,100

               Total                                 $  107,695

Note 5 Earnings Per Share

Earnings per share were computed by dividing net earnings by the weighted number
of shares of common and common stock equivalents outstanding during the period.



                                        7

<PAGE>

Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended May 31, 1998


Note 6 Related Party Transactions

Spectrum  Associates,  Spectrum's  parent  company  Synercom,  Inc.  and MCI are
entities controlled by MCI's president and members of his immediate family. This
group also owns a significant  portion of the minority  interest in the USBL. In
addition, the capital leases are payable to Spectrum Associates.  Until February
28, 1992, Cadcom was a 100% subsidiary of Synercom,  Inc. Synercom sold its 100%
interest in Cadcom to MCI.  As part of this  agreement,  MCI granted  Synercom a
right of first  refusal  to  purchase  all of the  shares of Cadcom  should  MCI
purpose to transfer said shares to a third party. This right of first refusal is
effective  through February 28, 2002, and is  collateralized  by all of Cadcom's
assets.

Revenues recorded from related parties, mainly Spectrum Associates, approximated
$185,227 or 32% of total revenue for the three month period ended May 31, 1998.

Note 7 Income Taxes

Effective  December 1, 1993, the Company has adopted FASB Statement  number 109,
Accounting for Income Taxes,  which  requires a liability  approach to financial
accounting and reporting for income taxes.

As of May 31, 1998,  the Company had available  approximately  $1,400,000 in net
operating losses available as an offset to future taxable income. A deferred tax
asset has been reduced to zero by an allowance for realization of assets.

Note 8 Mortgage and Notes Payable

On August 16, 1995 the Company gave a mortgage to a bank as collateral  for a 20
year term loan of $120,000 on a commercial  building that the Company  acquired.
Monthly payments of approximately $1,000, including interest at 7.98%. On August
12, 1997, the company negotiated a $25,000 credit line with Fleet Bank at a rate
of prime plus 1.5%.  The company  used the  proceeds to retired a capital  lease
obligation.

Note 9 Lease Commitments

Cadcom leases certain manufacturing  equipment under capital leases. The company
has  capitalized  manufacturing  equipment  in the  amount of  $365,100.  Future
minimum  lease  payments,  net of  interest  and taxes are $26,961 as of May 31,
1998.

Cadcom and the USBL lease space in a building owned by MCREHI. All rent charges,
and  income,   from  these   intercompany   dealings  have  been  eliminated  in
consolidation.

                                        8

<PAGE>

Meisenheimer Capital, Inc. and Subsidiaries
Management Discussion and Analysis of Financial
Condition and Results of Operations


Results of Operations

Revenues for the three month period ended May 31, 1998,  totaled $578,160.  This
represented  a 76% increase  from the  corresponding  period ended May 31, 1997.
This  increase was due,  mainly,  to the increase of USBL revenues from non cash
transactions  consisting  of initial  franchise  fees  amounting  to $62,500 for
advertising  credits and the sale of an  additional  franchise  for $225,000 for
marketable  securities.  Machined parts sales by the Company's Cadcom subsidiary
remained substantially, the same as in prior year period.

Gross Profit from machined  parts amounted to $56,771 for the three months ended
May 31,  1998,  (29% of  sales)  compared  to  $40,913  (21%  of  sales)  in the
corresponding period in the prior year.

Selling,  general and team  expenses were $77,166 less than the same three month
period last year.  The  decrease is mainly  attributed  to  management  reducing
overhead expenses.

Interest Expense, net of interest income,  decreased by approximately $2,277 for
the three month period ended May 31, 1998, as compared to the comparable  period
in 1997. This reflects decreases in debt obligations.

Consolidated  net income  increased  from the three month period  ending May 31,
1997, from a net loss of ($17,599) to the same three month period ending May 31,
1998, of a net income of $188,477.

Liquidity and Capital Resources

The Company had a net working capital deficit of $500,410 at May 31, 1998.

The Company's  statement of cash flows  reflects an overall  decrease in cash of
$51,970 for the three month period ended May 31, 1998.

The  Company is making  efforts  to  revitalize  the USBL by seeking  additional
equity  capital and making new USBL  franchisees.  In  addition,  the Company is
seeking to expand its machine shop  business  (Cadcom) by finding new  customers
for its services. The Company also hopes to increase exposure to the USBL to new
potential  fans  and  franchise  owners  by  airing  additional  games  on cable
television.  However,  there  can be no  assurance  that  the  Company  will  be
successful in these efforts.

                                        9

<PAGE>


PART II.          OTHER INFORMATION


Item 1   Legal Proceedings
                           None

Item 2   Changes in Securities
                           None

Item 3   Defaults on Senior Securities
                           None

Item 4   Submission of Matters to a Vote of Shareholders
                           During the three  months  ended May 31,  1998,  there
                  were  no  matters  submitted  to a vote  of  security  holders
                  through the solicitation of proxies or otherwise.

Item 5   Other Information
                           None

Item 6   Exhibits and Reports on Form 8-K
                           There were no reports filed on Form 8-K.


                                       10

<PAGE>



                                   SIGNATURES



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

                                      MEISENHEIMER CAPITAL, INC.
                                      (Registrant)

                                      /s/ Daniel T. Meisenheimer III 
                                      Daniel T. Meisenheimer III
                                      Chairman and President

                                      /s/ Richard C. Meisenheimer 
                                      Richard C. Meisenheimer
                                      Vice President, Secretary and Director

Date:   January 8, 1999