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 Nine Months Ended                          Commission File Number
    November 30, 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 X
                                      No




As of November 17,  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 - November 30, 1997.................3

               Consolidated Statement of Operations for the
               Three Months and Nine Months Ended
               November 30, 1997 and 1996.....................................4

               Consolidated Statement of Cash Flow for the
               Nine Months Ended November 30, 1997............................5

               Condensed Statement of Stockholders' Equity for the
               Nine Months Ended November 30, 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>

                   Meisenheimer Capital, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                             As of November 30, 1997
                                   (Unaudited)
<CAPTION>

                            ASSETS
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Current:
  Cash                                                               $        8,984
  Accounts receivable                                                       186,887
  Inventories                                                               144,476
  Investments                                                                28,204
  Other current assets                                                       11,462
                                                                  -----------------
                                                                                          $     380,013
Property and Equipment, Net                                                                     468,874
Goodwill, Net                                                                                    27,933
Prepaid Barter Units                                                                             50,000
Prepaid Advertising Credits                                                                     657,812
Investment in Partnership                                                                        11,375
                                                                                       ----------------

TOTAL ASSETS                                                                               $  1,596,007
                                                                                       ================

             LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Current:
    Accounts payable and accrued Expenses                             $     271,764
    Mortgage payable - current portion                                        3,449
    Capital lease obligations - current portion                              46,290
    Notes payable - bank credit line                                         25,000
                            - shareholders                                  597,407
                                                                  -----------------
                                                                                          $     943,910

  Mortgage Payable, net of current portion                                                      101,426

  Minority Interest                                                                             130,000
                                                                                       ----------------
                                                                                           $  1,175,336
                                                                                       ----------------
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.................................                           (61,341)
  Retained Earnings (deficit)                                            (2,929,767)
                                                                   -----------------
                                                                                          $     420,671
                                                                                       ----------------

TOTAL LIABILITIES and STOCKHOLDERS' EQUITY                                                 $  1,596,007
                                                                                       ================
</TABLE>
                                        3

<PAGE>

<TABLE>

                   Meisenheimer Capital, Inc. and Subsidiaries
                Comparative Consolidated Statement of Operations
                         For Periods Ending November 30
                                   (Unaudited)

--------------------------------------------- ------------------ ------------------ ------------------ -----------------


<CAPTION>
                                                 Three Months       Three Months       Nine Months        Nine Months
                                                   Ended              Ended              Ended               Ended
                                                  11/30/97           11/30/96          11/30/97            11/30/96
                                              ------------------ ------------------ ------------------ -----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Revenues


Net Sales                                            $ 191,091         $  197,684       $   577,267          $   584,762

Franchise fees and related revenues                    294,536             83,853           752,103              481,977


                                                     $ 485,627         $  281,537        $1,329,370           $1,066,739
                                              ----------------   ----------------   ---------------    -----------------

Operating Expenses


Cost of goods sold                                   $ 135,835         $  132,164       $   421,690          $   417,436

Selling, general and team expenses                     262,728            114,908           728,514              642,526


                                                     $ 398,563         $  247,072        $1,150,204           $1,059,962

Income (loss) from operations                           87,064             34,465           179,166                6,777

                                              ----------------   ----------------   ---------------    -----------------

Other Income (Expense)                                (16,315)           (13,169)          (25,272)              (9,125)


Minority Interest                                     (35,000)           (10,000)          (31,000)             (11,000)


Income Tax Provision                                     1,427            (5,000)           (1,823)             (10,825)


Net Income (Loss)                                      $37,176             $6,296          $121,071            ($24,173)

                                              ================   ================   ===============    =================

Earnings Per Share                                       $0.01              $0.00             $0.02                $0.00

                                              ================   ================   ===============    =================

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

                                              ================   ================   ===============    =================


</TABLE>


                                        4

<PAGE>





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

-----------------------------------------------------------------------------

                                                                Nine Months
                                                                   Ended
                                                                  11/30/97
                                                             ------------------

Cash Flows from Operations:
  Net income                                                  $      121,071
  Adjustments to reconcile net income to net cash
    provided (used) by operations:
      Minority interest                                               31,000
      Loss on partnership investment                                  28,125
      Prepaid advertising credits                                   (223,750)
      Depreciation and amortization                                   57,039
      (Increase) decrease in assets:
        Accounts receivable                                         (109,475)
        Inventories                                                  (27,876)
        Other                                                         (3,336)
      (Decrease) increase in liabilities:
        Accounts payable and accrued expenses                         97,144
Net cash provided by operations                               $      (30,058)
                                                             ------------------

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                                 $         (2,685)
  Advances on credit line                                             25,000
  Payments on capital lease obligations                              (74,273)
  Advances from shareholders, net                                     80,549
Net cash provided by financing activities                    $        28,591
                                                             ------------------

Net Increase in Cash                                         $        (2,387)
                                                             ------------------

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

Cash - November 30, 1997                                     $          8,984
                                                             ==================



                                       5

<PAGE>



<TABLE>

                   Meisenheimer Capital, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                For Nine Months Ending November 30, 1997 and 1996
                                   (Unaudited)

------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                         Common Stock                       Additional
                                                                                             Paid-in                  Deficit
                                                 Shares                Amount                Capital
                                           ----------------------------------------    --------------------     --------------------

<S>                   <C> <C> 
             NOVEMBER 30, 1996

Balance, March 1, 1996                              4,469,528      $         44,695        $      3,236,908       $      (3,019,975)

  Issuance of shares with warrant
    exercise.............................               1,500                    15                   3,360

  Issuance of shares by subsidiary to
  minority holders..........................                                                         60,000

   Net Loss                                                                                                                 (24,173)
                                           ------------------    ------------------    --------------------     --------------------

Balance, November 30, 1996                          4,471,028      $         44,710        $      3,300,268       $      (3,044,148)
                                           ==================    ==================    ====================     ====================



             NOVEMBER 30, 1997

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

  Net income                                                                                                                121,071
                                           ------------------    ------------------    --------------------     --------------------

Balance, November 30, 1997                          4,477,084      $         44,771        $      3,367,008       $      (2,929,767)
                                           ==================    ==================    ====================     ====================
</TABLE>





                                        6

<PAGE>


Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended November 30, 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 November 30, 1997 and cash flows and results of operations
for the nine month  period  ended  November  30,  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  nine  months  ended  November  30,  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 November  30,  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 November 30, 1997:

Raw materials                        7,542
Work in process                     21,814
Finished goods                      86,620
                                    ------

Manufacturing inventory           $115,976

USBL inventory                      28,500
         Total                    $144,476




                                        7

<PAGE>


Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended November 30, 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.


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
$575,000 or 43% of total  revenue for the nine month period  ended  November 30,
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 November 30, 1997, the Company had available approximately $142,763 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 $46,290 as of November 30,
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 nine month period ended November 30, 1997, totaled  $1,329,370.
This represented a 25% increase from the corresponding period ended November 30,
1996.  This  increase  was due,  mainly,  to the  increase  of USBL  revenues by
approximately  $270,000,  including $250,000 in initial franchise fees collected
in a noncash  transaction for advertising  credits.  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 $155,577 for the nine months ended
November 30,  1997,  (27% of sales)  compared to $167,326  (29% of sales) in the
corresponding period in the prior year.

Selling,  general and team  expenses  were $85,988 more than the same nine month
period  last year.  The  increase  is mainly  attributed  to USBL's  increase in
advertising and team expenses.

Interest expense, net of interest income, decreased by approximately $13,000 for
the nine month period ended  November  30, 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 nine month periods ending  November
30, 1996,  from a net loss of  $(24,173)  to the same nine month  period  ending
November 30, 1997, of a net income of $121,071.


Liquidity and Capital Resources

The Company had a net working  capital  deficit of  $(563,897)  at November  30,
1997.

The Company's  statement of cash flows  reflects an overall  decrease in cash of
$(2,387) for the nine month period ended November 30, 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>



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 nine months ended November 30, 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.


                                       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
                                         Chairman and President

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

Date:   January 20, 1998









                                       11