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, 1997                                            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 [xx] No




     At May 31, 1997, the latest  practicable  date, there were 4,477,084 shares
of Common Stock outstanding, $.01 par value.

<PAGE>

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


                                            MEISENHEIMER CAPITAL, INC.


                                                       INDEX

                                                                                                               PAGE

PART I.           FINANCIAL INFORMATION

         Item 1.           Unaudited Financial Statements:

                           Consolidated Balance Sheet - May 31, 1997............................................3

                           Consolidated Statement of Operations for the
                           Three Months Ended May 31, 1997 and 1996.............................................4

                           Consolidated Statement of Cash Flow for the
                           Three Months Ended May 31, 1997 and 1996.............................................5

                           Condensed Statement of Stockholders' Equity for the
                           Three Months Ended May 31, 1997 and 1996.............................................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

</TABLE>

                                                         2

<PAGE>



                                Meisenheimer Capital, Inc. and Subsidiaries
                                        Consolidated Balance Sheet
                                                (Unaudited)
                                               May 31, 1997



Assets
Current Assets
Cash                                                             $23,871
Accounts receivable                                               73,843
Inventories                                                      113,217
Investments                                                       31,260
Other assets                                                      13,942
                 
                                                                 256,133

Property and Equipment, Net                                       503,234
Goodwill, Net                                                      28,341
Prepaid Barter Units                                               50,000
Prepaid Advertising Credits                                       434,062
Investment in Partnership                                          30,125
                                                               $1,301,895
                                                  


Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued expenses                             $229,703
Mortgage payable - current portion                                   3,449
Capital lease obligations - current portion                         79,166
Notes payable - shareholders                                       513,451
                                                                    
                                                                    825,769

Capital Lease Obligation, net of current amount                      18,922
                                                                         
Mortgage Payable, net of current amount                             103,147
                                                                        

Minority Interest                                                    69,000
                                                                       

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
Unrealized loss on available for sale
  investments                                                        (58,285)
Deficit                                                           (3,068,437)
                                                                     285,057
                                                              

                                                                   $1,301,895
                                                                         
                                

<PAGE>


                  Meisenheimer Capital, Inc. and Subsidiaries
                      Consolidated Statement of Operations
                                   (Unaudited)



                                       Three Months            Three Months
                                              Ended                  Ended
                                             5/31/97                5/31/96
Revenues

Net Sales                                       $196,134              $191,057
Franchise fees and related revenues              132,086               283,958
                                                 328,220               475,015
                                             

Operating Expenses

Cost of goods sold                               155,221               145,181
Selling, general and team expenses               220,215               220,646

                                                 375,436                365,827

Income (loss) from operations                    (47,216)               109,188
                                             

Other Income (Expense)                                                
Interest expense                                (6,227)                (10,531)
Interest income                                    160                   1,289
Other income                                     7,184                   7,933
                                              
                                                 1,117                  (1,309)
                                              

Minority Interest                             (30,000)                  39,000

Income Tax Provision                            1,500                    2,400

Net Income (Loss)                            ($17,599)                 $66,479
                                             

Earnings Per Share                              ($0.00)                   $0.01
                                             

Weighted Average Shares Outstanding           4,477,084               5,005,384
                                             



                                                    3

<PAGE>



                                Meisenheimer Capital, Inc. and Subsidiaries
                                    Consolidated Statement of Cash Flow
                                                (Unaudited)



                                               Three Months       Three Months
                                               Ended              Ended
                                               5/31/97           5/31/96
 
Cash Flows From Operations
Net income (loss)                                ($17,599)            $66,479
Adjustments to reconcile net income (loss)
  to net cash provided (used) by operations:
  Minority interest                                (30,000)             39,000
    Loss on partnership investment                   9,375
    Prepaid advertising credits                                       (250,000)
    Depreciation and amortization                    20,301             21,421
    (Increase) decrease in assets:
      Accounts receivable                             3,569             14,233
      Inventories                                     3,383           (10,256)
      Other                                          (3,847)           (21,297)
    (Decrease) increase in liabilities:
      Accounts payable and accrued expense          55,084             75,160
   Net cash (used in) provided by operations        40,266            (65,260)
                                                               

Cash Flows From Investing Activities
Purchase of property and equipment                               
Purchase of investments                                (920)           (20,100)
Proceeds from sales of investments                        0              3,375
   Net cash (used in) provided by investing activities  920)           (16,725)
                                                              

Cash Flows From Financing Activities
Payments on notes payable                                  0           (12,100)
Payments on mortgage payable                            (964)           (3,790)
Payment on bridge loan payable
Payments on capital lease obligation                 (22,475)           (20,492)
Advances to (payments from) shareholders, net         (3,407)          (107,199)
   Net cash (used in) provided by financing 
activities                                           (26,846)          (143,581)
                                                                

Net Increase (Decrease) in Cash                        12,500          (225,566)

Cash, beginning of period                              11,371           278,188
                                                                

Cash, end of period                                    $23,871          $52,622
                                                              

Supplemental Disclosures

Interest paid                                            $4,413         $10,531
                                                                

Taxes paid                                                    $0             $0
                                                               



                                                    4

<PAGE>



                                Meisenheimer Capital, Inc. and Subsidiaries
                              Consolidated Statement of Stockholders' Equity
                                                (Unaudited)
                                 Three Months Ended May 31, 1997 and 1996
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                                                                              Additional
              May 31, 1996                           Common Stock               Paid-in
                                            ------------------------------
                                                Shares          Amount          Capital         Deficit

Balance, March 1, 1996                            4,469,528        $44,695        $3,236,908    ($3,019,975)
Issuance of shares in connection
  with warrant exercise                               1,500             15             3,360



Net income                                                                                            66,479

Balance, May 31, 1996                             4,471,028        $44,710        $3,240,268    ($2,953,496)
                                            =============== ============== =================================



              May 31, 1997


Balance, March 1, 1997                            4,477,084        $44,771        $3,367,008    ($3,050,838)


Net (loss)                                                                                          (17,599)

Balance, May 31, 1997                             4,477,084        $44,771        $3,367,008    ($3,068,437)
                                            =============== ============== =================================
</TABLE>



                                                    5

<PAGE>


                                    Meisenheimer Capital, Inc. and Subsidiaries
                                    Notes to Consolidated Financial Statements
                                          Three Months Ended May 31, 1997


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, cash flows and results of operations for the three month
period ended May 31, 1997 and 1996. 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, 1997.  The results of operations  for the three months ended
May 31,  1997 and 1996  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.

Note 4            Inventories

     As of May 31,  1997,  inventories  have been  estimated  (based  upon gross
profit method for manufacturing  inventories and upon inventory records for USBL
inventory).
Inventories consisted of the following as of May 31, 1997:


Raw materials                                  $    7,500
Work in process                                    20,900
Finished goods                                     68,817

Manufacturing inventory                            97,217

USBL inventory                                     16,000

Total                                            $113,217
                                            =============




                                                         6

<PAGE>


                                    Meisenheimer Capital, Inc. and Subsidiaries
                                    Notes to Consolidated Financial Statements
                                          Three Months Ended May 31, 1997


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.  Options and warrants were  excluded  from the May 31, 1997  computation
since they are antidilutive.

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  $236,000 or 72% of total  revenue for the three month period ended
May 31, 1997.

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, 1997, the Company had available approximately $168,000 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%
 .
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 $98,088 as of May
31, 1997.


     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.
                                                         7

<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,  1997  totaled
approximately  $328,000.  This represented a 31% decrease from the corresponding
period ended May 31, 1996.  This decrease was due,  mainly,  to the fall of USBL
revenues by approximately $152,000. However, in the three month period ended May
31, 1996, USBL revenues included $250,000 in initial franchise fees collected in
a noncash  transaction for advertising  credits.  Accordingly,  Cash collections
from USBL activities increased by approximately $98,000. Machined parts sales by
the Company's Cadcom subsidiary  increased slightly in the current quarter (from
the same quarter last year) by over $5,000.


     Gross profit from machined  parts  amounted to $40,913 for the three months
ended May 31,  1997 (21% of sales)  compared  to  $45,876  (24% of sales) in the
corresponding  period  in the  prior  year.  The  decrease  in gross  margin  is
principally attributable to a small increase in manufacturing overhead.


     Selling, general and team expenses approximated $220,000 for both the three
month period ending May 31, 1997 and May 31, 1996.  Expenses remained consistent
for both periods.


     Interest expense, net of interest income, decreased by approximately $3,000
for the three month  period  ended May 31,  1997 as  compared to the  comparable
period in 1996. This reflects decreases in debt obligations and lower investment
balances.


     Consolidated  net income  decreased  from May 31, 1996 from a net income of
$66,479 to a loss of $17,599 (a $84,078  decrease).  Almost all of this decrease
is attributable to the drop in USBL revenues.


Liquidity and Capital Resources

The Company had a net working capital deficit of $(569,636) at May 31, 1997.

     The Company's  statement of cash flows reflects an overall increase in cash
of  $12,500  for the three  month  period  ended May 31,  1997.  Cash flows from
operations  increased  approximately  $105,000 from the three month period ended
May 31, 1996.


     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.



                                                         8

<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, 1997, 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.


     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   
                                                  Daniel T. Meisenheimer III
                                                     Chairman and President

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

Date:   July 30, 1997



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