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 Six Months Ended                       Commission File Number
          August 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 [root] No




     At August 31,  1997,  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 - August 31, 1997..........................3

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

Consolidated Statement of Cash Flow for the
        Six Months Ended May 31, 1997.................................5

        Condensed Statement of Stockholders' Equity for the
        Six Months Ended May 31, 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

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



Assets


Current :
Cash                                                              $13,102
Accounts receivable                                                59,010
Inventories                                                       119,591
Investments                                                        30,034
Other assets                                                       18,437
                                                             ------------------
                                                                  240,174

Property and Equipment, Net                                       488,389
Goodwill, Net                                                      28,137
Prepaid Barter Units                                               50,000
Prepaid Advertising Credits                                       657,812
Investment in Partnership                                          20,750
                                                               $1,485,262
                                                            ==================


Liabilities and Stockholders' Equity
Liabilities:
Current:
Accounts payable and accrued expenses                           $258,076
Mortgage payable - current portion                                 3,449
Capital lease obligations - current portion                       53,725
Notes payable - bank credit line                                  25,000
                          - shareholders                         562,357
                                                                $902,607


Mortgage Payable, net of current portion                        102,330

Minority Interest                                                95,000

                                                             $1,099,937
                                                           ------------------
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                                                   (58,511)
Retained Earnings (deficit)                                  (2,966,943)
                                                                385,325
                                                            ------------------

TOTAL LIABILITIES and STOCKHOLDERS' EQUITY                   $1,485,262
                                                             ==================


                                                    3
                              Meisenheimer Capital, Inc. and Subsidiaries
                             Comparative Consolidated Statement of Operations
                                       For Periods Ending August 31
                                               (Unaudited)




               Three Months      Three Months     Six  Months       Six Months
                  Ended            Ended            Ended             Ended
                 8/31/97         8/31/96           8/31/97           8/31/96

Revenues

Net Sales       $ 190,042    $ 196,021             386,176          $ 387,078
Franchise fees
and related
revenues          325,481      114,166             457,567             398,124
           $      515,523    $ 310,187          $  843,743          $  785,202

Operating Expenses

Cost of
goods sold  $     130,634    $ 140,091           $ 285,855          $  285,272
Selling, general
and team
expenses          245,571      306,972             465,786             527,618


            $     376,205    $ 447,063           $ 751.641          $  812,890

Income (loss)
from operations   139,318     (136,876)             92,102            (27,688)

Other Income
(Expense)        (10,074)        5,353             (8,957)              4,044

Minority Interest(26,000)       38,000              4,000              (1,000)

Income Tax
Provision         (1,750)       (3,425)            (3,250)             (5,825)



Net Income
(Loss)          $101,494     ($96,948)            $83,895             (30,469)

Earnings Per
Share              $0.02       ($0.02)              $0.02              ($0.01)

Weighted
Average
Shares
Outstanding    5,012,690    5,005,384           5,012,690            5,005,384




                                                    4
<PAGE>

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



                                                              Six Months
                                                                 Ended
                                                                8/31/97

Cash Flows From Operations
Net income                                                 $         83,895
Adjustments to reconcile net income
  to net cash provided (used) by operations:

    Minority interest                                                (4,000)
    Loss on partnership investment                                   18,750
    Prepaid advertising credits                                    (223,750)
    Depreciation and amortization                                    35,350
    (Increase) decrease in assets:
      Accounts receivable                                            18,402
      Inventories                                                    (2,991)
      Other                                                          (8,342)
    (Decrease) increase in liabilities:
      Accounts payable and accrued expense                           83,457
   Net cash provided by operations                         $            771
                                                           -----------------

Cash Flows From Investing Activities
Purchase of investments                                               (920)
   Net cash used by investing activities                   $          (920)
                                                           -----------------

Cash Flows From Financing Activities
Payments on notes payable                                  $        (1,781)
Advances on credit line                                             25,000
Payments on capital lease obligations                              (66,838)
Advances from shareholders, net                                    (45,499)
   Net cash provided by financing activities               $         1,880
                                                           -----------------

Net Increase in Cash                                       $         1,731

Cash- March 1, 1997                                                 11,371
                                                           -----------------

Cash- August 31, 1997                                              $13,102
                                                           =================


                                                    5

<PAGE>

                               Meisenheimer Capital, Inc. and Subsidiaries
                              Consolidated Statement of Stockholders' Equity
                                                (Unaudited)
                                 Six Months Ended August 31, 1997 and 1996



                                              Additional
August 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 with
   warrant exercise        535,856         35       3,360



Net loss                                                         (30,469)

Balance, 
August 31, 1996          5,005,384     $44,730  $3,240,268   ($3,050,444)
                      =============== =========== =======  ================



 August 31, 1997


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


Net income                                                         83,895

Balance, 
May 31, 1997            4,477,084      $44,771    $3,367,008  ($2,966,943))
                    =============== ============== ==========  ================



                                                    6

<PAGE>

Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended August 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  at  August  31,  1997 and cash  flows and  results  of
operations  for the six  month  period  ended  August  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 six months ended August 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 August 31, 1997,  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 August 31, 1997:

Raw materials                        7,992
Work in process                     22,272
Finished goods                      73,327

Manufacturing inventory           $103,591

USBL inventory                      16,000
         Total                    $119,591

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
Six Months Ended August 31, 1997




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  $230,000 or 27% of total  revenue for the six month  period  ended
August 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 August 31, 1997, the Company had available  approximately  $88,100 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 $53,725 as of
August 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.


                                                    8

<PAGE>

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




Results of Operations

     Revenues  for  the  six  month  period  ended  August  31,  1997,   totaled
approximately  $843,743.  This represented a 7% increase from the  corresponding
period ended August 31, 1996. This increase was due, mainly,  to the increase of
USBL revenues by approximately  $60,000.  However, in the six month period ended
August 31, 1997,  USBL  revenues  included  $250,000 in initial  franchise  fees
collected  in  a  noncash  transaction  for  advertising  credits.  Accordingly,
collections from USBL activities decreased by approximately  $195,000 due to the
lack of new franchises.  Machined parts sales by the Company's Cadcom subsidiary
remained the same as in prior year period.


     Gross profit from  machined  parts  amounted to $100,321 for the six months
ended August 31, 1997, (26% of sales) compared to $101 806 (26% of sales) in the
corresponding period in the prior year.

     Selling,  general and team expenses approximated $62,000 less than the same
six month period last year. The decrease is mainly attributed to USBL's decrease
in advertising and team expenses.


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


     Consolidated  net income increased from the six month periods ending August
31, 1996,  from a net loss of $(30,469) to same six month period  ending  August
31, 1997, of a net of $83,895.


Liquidity and Capital Resources

The Company had a net working capital deficit of $(662,433) at August 31, 1997.



     The Company's  statement of cash flows reflects an overall increase in cash
of $1,731 for the six month period ended August 31, 1997.


     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>

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

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 six  months  ended  August  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:   October 20, 1997



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