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Form 10-K UNITED STATES BASKETBALL For: Feb 29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

x Annual
Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

 

For the fiscal year ended February 29, 2020

 

or

 

¨
Transitional Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

 

For the transition period from _________ to _________

 

Commission File Number 001-15913

 

UNITED STATES
BASKETBALL LEAGUE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 06-1120072
(State or other jurisdiction of (I.R.S.  Employer
incorporation or organization) Identification No.)

 

183 Plains Road, Suite 2

Milford, Connecticut

06461
(Address of principal executive offices) (Zip Code)

 

Issuer’s telephone number, including area code (813) 769-3500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock USBL OTC Pink

  

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock – $.01 par value

 

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

 

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ¨ No x

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). 
Yes ¨ No x

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨ Accelerated filer     ¨

Non-accelerated filer x

Emerging Growth Company ¨

Smaller reporting company x

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

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

 

State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter. Approximate $105,000 as of August 31, 2019.

 

Indicate the number of shares outstanding of each
of the registrant’s classes of common stock, as of the latest practicable date: 3,512,527 shares of common stock as of May 25,
2021.

 

 

 

UNITED STATES BASKETBALL LEAGUE, INC.

 

TABLE OF CONTENTS

 

 

 

PART I

 

Item 1. Business.

 

History

 

United States Basketball League (“USBL”,
“we” or the “Company”) was incorporated in Delaware in May 1984 as a wholly-owned subsidiary of Meisenheimer
Capital, Inc. (“MCI”). MCI is a publicly owned company having made a registered public offering of its common stock in
1984. Since 1984, MCI has been under the control of the Meisenheimer family. Members of the Meisenheimer family also have a controlling
interest in Spectrum Associates, Inc. (“Spectrum”), a company engaged in the manufacture of helicopter parts. From time
to time, Spectrum has loaned money to us and has engaged in other revenue generating transactions with us.

 

Operations

 

We were incorporated by MCI for the purpose of
developing and managing a professional basketball league, the United States Basketball League (the “League”). The League was
originally conceived to provide a vehicle for college graduates interested in going professional with an opportunity to improve their
skills and to showcase their skills in a professional environment. This approach afforded the players an opportunity to perhaps be selected
by one of the teams comprising the National Basketball Association (“NBA”) and to attend summer camp sponsored by that team.
USBL’s season (April through June of each year) was specifically designed to afford our League players the chance to participate
in the various summer camps run by the teams in the NBA, which summer camps normally start in August each year. Since 1984 and up
to the present time there have been approximately 150 players from our League who also have been selected to play for teams in the NBA.
A sizable number of our players were eventually selected to play in NBA all star games. Additionally, a total of approximately 75 players
were previously selected to play in the Continental Basketball Association (“CBA”) and the National Basketball Development
League (the “NBDL”), the official developmental league of the NBA.

 

Since the inception of our League, we have been
primarily engaged in selling franchises and managing the League. From 1985 and up to the present time, we have sold a total of approximately
40 active franchises (teams), a vast majority of which were terminated for non- payment of their respective franchise obligations. All
seasons since 2008 have been canceled. At the present time we do not have any definitive plans as to the scheduling of a new season.

 

Employees

 

We currently have one part-time employee. This
employee is currently engaged primarily to respond to inquiries for information from potential strategic parties.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item; however,
due to the current circumstance we have chosen to include the following risk factor.

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

Our principal offices are located at 183 Plains
Road, Suite 2 Milford, Connecticut 06461.

 

Item 3. Legal Proceedings.

 

None

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

PART II.

 

Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our Common Stock is quoted on the OTC Markets
under the symbol “USBL”.

 

Our shares are subject to Section 15(g) and
Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines
penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may
restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to
sell their shares.  Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must
make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with
assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with
their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent
to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock
prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the security.  Finally, monthly statements must be sent to customers disclosing recent
price information for the penny stocks.

 

Holders

 

As of May 25, 2021, we had 300 shareholders of record, which does
not include shareholders who hold shares in “street accounts” of securities brokers.

 

Dividends

 

We have not paid cash or stock dividends and have no present plan to
pay any dividends, intending instead to reinvest our earnings, if any.  For the foreseeable future, we expect to retain any earnings
to finance the operation and expansion of our business and the payment of any cash dividends on our common stock is unlikely.

 

Recent Sales of Unregistered Securities

 

None

 

Issuer Purchase of Securities

 

The Company did not repurchase any of its securities during the fiscal
year ended February 29, 2020.

 

Our Preferred Stock is held by our officers and
directors and affiliates. No member of the public holds any Preferred Stock.

 

Item 6. Selected Financial data

 

We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operation

 

Overview

 

It is anticipated that the Company will operate
at a loss for the next twelve months. The Company anticipates continued reliance on financial assistance from affiliates. Given the current
lack of capital, the Company has not been able to develop any new programs to revitalize the League, nor has it been able to hire sales
and promotional personnel or schedule a season. As a result, the Company is currently dependent on the efforts of Daniel Meisenheimer, III
and one other employee for all marketing efforts. Their efforts have not resulted in any franchises.

 

 

Results of Operations

 

Year Ended February 29, 2020 Compared to the Year Ended
February 28, 2019

 

For the years ended February 29,
2020 (“Fiscal 2020”) and February 28, 2019 (“Fiscal 2019”), the Company had no franchise fees or advertising
revenues as a result of the cancellation of its seasons since 2008.

 

Professional fees decreased
$5,402 from $31,042 in Fiscal 2019 to $25,640 in Fiscal 2020. The decrease in professional fees is due to a decrease in audit fees.

 

General and administrative
expense (“G&A”) decreased $13,574 from $17,341 in Fiscal 2019 to $3,767 in Fiscal 2020. The decrease in G&A expense
was primarily due a decrease in transfer agent fees, travel expense and other general operating expenses.

 

Net loss decreased $28,488
from $61,145 in Fiscal 2019 to $41,407 in Fiscal 2020.

 

Liquidity and Capital Resources

 

The Company’s Fiscal 2020
statement of cash flows reflects net cash used in operating activities of $24,246, which is due primarily. Net cash provided by financing
activities was $24,252, which is due to the net increase in amounts due to related parties.

 

The Company expects it will
again have to rely on affiliates for loans to assist it in meeting its current obligations. With respect to long term needs, the Company
recognizes that in order for the League and USBL to be successful, USBL has to develop a meaningful sales and promotional program. This
will require an investment of additional capital. Given the Company’s current financial condition, the ability of the Company to raise
additional capital other than from affiliates is questionable. At the current time the Company has no definitive plan as to how to raise
additional capital and schedule a 2020 season.

 

As indicated in the report
of the independent registered public accounting firm, the financial statements referred to above have been prepared for the Company assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s present financial
situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter
are also described in Note 1. The financial statements do not include any adjustments relating to the recoverability and classification
of recorded assets or the amounts or classification of liabilities that might be necessary in the event the Company cannot continue in
existence.

 

Critical Accounting Policies

 

Refer to Note 2 of our financial statements contained
elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

 

Item 7A. Quantitative and Qualitative
Disclosures about Market Risk

 

We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 

Item 8. Financial Statements and Supplementary Data

 

UNITED STATES BASKETBALL LEAGUE, INC.

 

February 29, 2020 and February 28,
2019 Financial Statements

 

TABLE OF CONTENTS

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 

To the Board of Directors and Stockholders of

United States Basketball League, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of United States Basketball
League, Inc. (the “Company”) as of February 29, 2020 and the related statements of operations, stockholders’
equity (deficiency), and cash flows for the year ended February 29, 2020, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of United States Basketball League Inc. as of February 29, 2020 and the results of its operations and cash flows for the
year ended February 29, 2020 conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statements based on my audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor are we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Going Concern Uncertainty

 

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s present
financial situation raises substantial doubt about its ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

 

Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgements. We determined that there were no critical audit matters.

 

 

Elmhurst, New York

May 28, 2021

 

 

UNITED STATES BASKETBALL LEAGUE, INC.

BALANCE SHEETS

 

    February 29,
2020
    February 28,
2019
 
ASSETS                
Current Assets:                
Cash   $ 301     $ 295  
Total Assets   $ 301     $ 295  
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current Liabilities:                
Accounts payable and accrued expenses   $ 245,887     $ 227,638  
Credit card obligations     5,127       6,215  
Due to related parties     2,158,631       2,134,379  
Total Current Liabilities     2,409,645       2,368,232  
                 
Total Liabilities     2,409,645       2,368,232  
                 
Stockholders’ Deficit:                
Preferred stock, $0.01 par value, 2,000,000 shares authorized; 1,105,679 shares issued and outstanding     11,057       11,057  
 Common stock, $0.01 par value, 30,000,000 shares authorized; 3,552,502 shares issued     35,525       35,525  
Additional paid-in capital     2,679,855       2,679,855  
Accumulated deficit     (5,093,327 )     (5,051,920 )
Treasury stock, at cost; 39,975 shares of common stock     (42,454 )     (42,454 )
Total Stockholders’ Deficit     (2,409,344 )     (2,367,937 )
Total Liabilities and Stockholders’ Deficit   $ 301     $ 295  

 

The accompanying notes are an integral part
of these financial statements.

 

 

UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENTS OF OPERATIONS

 

    For the Years Ended  
    February 29, 2020     February 28, 2019  
Operating Expenses:                
Professional fees     25,640       31,042  
General and administrative     3,767       17,341  
Rent     12,000       12,000  
Total operating expenses     41,407       60,383  
                 
Loss from Operations     (41,407 )     (60,383 )
                 
Other Expense:                
Interest expense and other charges           (762 )
Total other expenses           (762 )
                 
Net loss   $ (41,407 )   $ (61,145 )
                 
Loss per Common Share:                
Basic & Diluted   $ (0.01 )   $ (0.02 )
                 
Weighted Average Number of Common Shares Outstanding:                
Basic & Diluted     3,512,527       3,512,527  

 

The accompanying notes are an integral part
of these financial statements.

 

 

UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT

 

    Common Stock     Preferred Stock     Additional     Accumulated     Treasury Stock        
    Shares     Amount     Shares     Amount     Paid-in
Capital
    Deficit     Shares     Amount     Total  
Balance, February 28, 2018     3,552,502     $ 35,525       1,105,679     $ 11,057     $ 2,679,855     $ (4,990,775 )     39,975     $ (42,454 )   $ (2,306,792 )
                                                                         
Net Loss                                   (61,145 )                 (61,145 )
                                                                         
Balance, February 28, 2019     3,552,502       35,525       1,105,679       11,057       2,679,855       (5,051,920 )     39,975       (42,454 )     (2,367,937 )
                                                                         
Net Loss                                   (41,407 )                 (41,407 )
                                                                         
Balance, February 29, 2020     3,552,502     $ 35,525       1,105,679     $ 11,057     $ 2,679,855     $ (5,093,327 )     39,975     $ (42,454 )   $ (2,409,344 )

 

The accompanying notes are an integral part
of these financial statements.

 

 

UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENTS OF CASH FLOWS

 

    For the Years Ended  
    February 29, 2020     February 28, 2019  
Cash Flows from Operating Activities:                
                 
Net loss   $ (41,407 )   $ (61,145 )
Adjustments to reconcile net loss to net cash used in operating activities:                
                 
Changes in operating assets and liabilities:                
Accounts payable and accrued expenses     18,249       19,992  
Credit card obligations     (1,088 )     868  
                 
Net cash used in operating activities     (24,246 )     (40,285 )
                 
Cash Flows from Investing Activities            
                 
Cash Flows from Financing Activities:                
Increase in due to related parties     24,252       40,250  
Net cash provided by financing activities     24,252       40,250  
                 
Net Increase (decrease) in Cash     6       (35 )
Cash, beginning of year     295       330  
Cash, end of year   $ 301     $ 295  
                 
Supplemental disclosures of cash flow information:                
Interest paid   $     $ 762  
Income tax paid   $     $  
                 

 

The accompanying notes are an integral part
of these financial statements.

 

 

UNITED STATES BASKETBALL LEAGUE, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED FEBRUARY 29, 2020 AND FEBRUARY 28,
2019

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

United States Basketball League, Inc. (“USBL”)
was incorporated in Delaware on May 29, 1984 as a wholly owned subsidiary of Meisenheimer Capital, Inc. (“MCI”)
for the purpose of developing and managing a professional basketball league, the United States Basketball League (the “League”).
Since the inception of the League, USBL has primarily engaged in selling franchises and managing the League. From 1985 and up to the present
time, USBL has sold a total of approximately forty active franchises (teams), a vast majority of which were terminated for non-payment
of their respective franchise obligations. Seasons from 2008 through 2018, inclusive, have been cancelled. At the present time, USBL does
not have any definitive plans as to the scheduling of a new season. USBL is currently in the process of exploring certain strategic alternatives,
including the possible sale of the League.

 

On October 30, 2014, USBL dissolved its wholly
owned subsidiary, Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH”). MCREH owned a commercial building in Milford,
Connecticut until June 19, 2014.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of estimates

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

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

 

Cash equivalents

The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended February 29,
2020 or February 28, 2019.

 

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair
value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The
three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1: Quoted market prices available in active markets for identical
assets or liabilities as of the reporting date.

 

Level 2: Pricing inputs other than quoted
prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3: Pricing inputs that are generally unobservable inputs and
not corroborated by market data.

 

 

The carrying amount of the Company’s financial assets and liabilities,
such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The
Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest
rates that would be available to the Company for similar financial arrangements on February 29, 2020 and February 28, 2019.

 

Income taxes

The Company follows Section 740-10-30 of
the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance
to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements
of Income in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.
 Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely
than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
 The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that
has a greater than fifty percent (50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance
on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
 The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

Net income (loss) per common share

Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net
income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during the period.  The weighted average number of common shares outstanding and potentially
outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

 

Recently issued accounting pronouncements

In
November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic
815, and Leases (Topic 841).  This new guidance will be effective for annual reporting periods beginning after December 15,
2019, including interim periods within those annual reporting periods. The adoption of  ASU 2019-10 does not have a material effect
on its financial statements.

 

The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,
and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an
accumulated deficit of $5,093,327, liabilities of $2,409,645 and no source of revenue. For the year ended February 29, 2020 the Company
had a net loss of $41,407, with $24,246 of cash used in operating activities. Due to these conditions, it raises substantial doubt about
the Company’s ability to continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities
that may result should the Company be unable to continue as a going concern.

 

 


NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of:

 

    February 29,
2020
    February 28,
2019
 
             
Legal and accounting services’ vendors   $ 76,163     $ 66,112  
Transfer agent and EDGAR agent     8,660       12,462  
Rent due Genvest, LLC (an entity controlled by the two former officers of USBL)     144,000       132,000  
Accrued interest on MCREH note payable to president of USBL     13,562       13,562  
Security deposit due CADCOM (an entity controlled by the two former officers of USBL)     2,725       2,725  
Other     777       777  
Total   $ 245,887     $ 227,638  

 

NOTE 5 – DUE TO RELATED PARTIES

 

Due to related parties consist of:

 

    February 29,
2020
    February 28, 2019  
             
USBL loans payable to Spectrum Associates, Inc.
(“Spectrum”), a corporation controlled by the two former officers of USBL, interest at 6{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, due on demand
  $ 1,324,689     $ 1,314,289  
USBL loans payable to the two former officers of USBL, interest at 6{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, due on
demand
    569,317       558,017  
USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by
the two former officers of USBL, non-interest bearing, due on demand
    48,850       48,850  
MCREH note payable to president of USBL, interest at 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, due on demand     48,000       45,000  
MCREH loan payable to Spectrum, non-interest bearing, due on demand     4,500       4,500  
MCREH loan payable to president of USBL, non-interest bearing, due on demand     4,000       4,000  
MCREH loan payable to Meisenheimer Capital, Inc.,
non-interest bearing, due on demand
    159,275       159,723  
     Total   $ 2,158,631     $ 2,134,379  

 

For the years ended February 29, 2020 and
February 28, 2019, interest due under the related party loans were waived by the respective lenders.

 

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

For the years ended February 29, 2020 and
February 28, 2019, USBL included in operating expenses rent incurred to Genvest, LLC (an entity controlled by the two former officers
of USBL) totaling $12,000 and $12,000, respectively.

 

NOTE 7 – PREFERRED STOCK

 

Each share of preferred stock has five votes,
is entitled to a 2{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} cumulative annual dividend, and is convertible at any time into one share of common stock.  As
of February 29, 2020, the Company has not declared any dividends on its preferred stock.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On April 7,
2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard
C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc.
(the “Sellers”) sold a total of 2,807,181 existing common shares of USBL’s common stock at a per share price of $.065,
issued 2,400,000 shares of USBL’s common stock at a per share price of $.10 and sold 1,105,644 of USBL’s existing preferred
stock at a per share price of $.053 for a total purchase price of $481,066. There were two purchasers of over 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding
shares of USBL’s capital stock following these sales, Emerging Markets Advisory which owns 8.29{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares
of USBL’s common stock and EROP Enterprises LLC which owns 29.24{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of USBL’s common stock
and 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of preferred stock.

 

As a result
of the sale of common and preferred stock by the Sellers, the Company experienced a change in control.

 

World Equity
Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 shares of common stock for its services.

 

Effective
April 7, 2021, the Board of Directors accepted the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors
and President of the Company. Effective April 7, 2021 Saeb Jannoun was appointed to fill the vacancy following the resignation of
Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Mr. Michael Pruitt also joined
the Board.

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures.

 

Management’s Report Disclosure Controls
and Procedures

 

Based on their evaluation
as of February 29, 2020, our management, with the participation of our President and Chief Financial Officer, being our principal
executive and principal financial officer, respectively, conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, the President and Chief Financial
Officer have concluded that our disclosure controls and procedures were not effective as of February 29, 2020.

 

There were no changes in our
internal controls over financial reporting that occurred during the quarter ended February 29, 2020 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 

Our management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with and as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 

Management’s assessment
of the effectiveness of the small business issuer’s internal control over financial reporting is as of February 29, 2020. We
believe that internal control over financial reporting is not effective.

 

Item 9B. Other Information

 

None.

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following persons served as our directors
and executive officers for the fiscal year ended February 22, 2020. Each director holds office until the next annual meeting of the
stockholders or until his successor has been duly elected and qualified. Each executive officer serves at the discretion of the Board
of Directors of the Company.

 

Name   Age   Position
Daniel T. Meisenheimer III (1)     69   Chairman of the Board and President
Richard C. Meisenheimer (1)     64   Chief Financial Officer and Director

 

Background of Executive Officers and Directors

 

Daniel T. Meisenheimer
III
(“Mr. Meisenheimer III”) has been Chairman of the Board and President of the Company since its inception in 1984.
Mr. Meisenheimer III has also been the Chairman of the Board and President of MCI, USBL’s parent, since 1983, and Meisenheimer
Capital Real Estate Holdings, Inc. (“MCREH”) a former subsidiary of USBL. Mr. Meisenheimer III is also a shareholder
and director of Synercom, Inc. (“Synercom”), a Meisenheimer family-owned holding company which owns Spectrum Associates, Inc.,
a shareholder of USBL and which company has loaned funds to USBL and MCREH.

 

Richard C. Meisenheimer
(“R. Meisenheimer”), brother of Mr. Meisenheimer III, has acted as Chief Financial Officer and a Director of USBL since
the inception of the business in 1984. R. Meisenheimer has also been associated with Spectrum Associates, Inc. since 1976 and is
now the President of that Company. Spectrum owns 34.1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of USBL Preferred Stock and 6.5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of USBL Common Stock.

 

The Company does not have
a separate audit committee. The Board of Directors functions as the audit committee. Richard Meisenheimer qualifies as an audit committee
financial expert.

 

Section 16(a) Beneficial Ownership
Reporting Compliance

 

Section 16(a) of
the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than ten percent
of a registered class of its equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. These persons are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they
file with the SEC. Based solely upon our review of the copies of the forms the Company has received, we believe that all such persons
complied on a timely basis with all filing requirements applicable to them with respect to transactions during fiscal 2020.

 

Code of Ethics

 

The Company has not adopted
a Code of Ethics applicable to its principal executive officer, and principal financial officer. As a small public company with limited
funds and other resources, the Company elected not to incur the time and expense of adopting such a code.

 

Item 11. Executive Compensation

 

The following table sets forth information with
respect to all compensation paid by us to our Chief Executive Officer and our Chief Financial Officer (only two officers) for the last
two fiscal years ended February 29, 2020 and February 28, 2019:

 

Name and Principal Position   Fiscal Year     Salary     Fees    

All other

Compensation

    Total  
                               
Daniel T. Meisenhimer, III
CEO and President
  2020
2019
                 
                               
Richard C. Meisenheimer
CFO and Vice President
  2020
2019
                 

 

 

For many years our only two
officers, D. Meisenheimer III and R. Meisenheimer, have not received or taken any salaries from USBL. There are no formal employment agreements
with either D. Meisenheimer III and R. Meisenheimer and they have not been paid any salary for the last five years.

 

Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters

 

We have 30,000,000 shares
of authorized Common Stock, of which 3,552,502 shares are currently issued and 3,552,502 shares are currently outstanding. We also have
2,000,000 authorized shares of Convertible Preferred Stock, of which 1,105,679 shares are currently issued and outstanding.

 

The following table sets
forth certain information as of May 10, 2020 with respect to the beneficial ownership of both our outstanding Convertible Preferred
Stock (the “Preferred Stock”) and Common Stock by (i) any holder of more than five (5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) percent thereof; (ii) each
of our officers and directors and (iii) directors and officers of the Company as a group.

 

Name and Address of Beneficial Owner   Amount and Nature of
Beneficial Ownership
  Approximate
Percent of Class
 
Daniel T. Meisenheimer III (1)
c/o The United States Basketball League
183 Plains Road, Suite 2
Milford, CT 06461
  235,360 Preferred Stock (1)
429,500 Common Stock (1)
  21.3
12.2

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

           
Richard C. Meisenheimer(2)
884 Robert Treat Ext.
Orange, CT 06477
  233,647 Preferred Stock (2)
44,500 Common Stock (2)
  21.1
1.3

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

           
Meisenheimer Capital Inc.
183 Plains Road, Suite 2
Milford, CT 06461
  140,000 Preferred Stock
2,096,175 Common Stock
  12.7
59.7

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

           
Spectrum Associates, Inc. (3)
183 Plains Road, Suite 2
Milford, CT 06461
  376,673 Preferred Stock
228,857 Common Stock
  34.1
6.5

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

           
All Officers and Directors as a Group (2 persons)   469,007 Preferred Stock
474,000 Common Stock
  42.4
13.5
{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

* less than 1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

(1) Includes 20,000 shares
of Preferred Stock and 100,000 shares of Common Stock held by Mr. Meisenheimer III for the benefit of his two children. Includes
91,362 shares of Preferred Stock and 4,500 shares of Common Stock in the name of Daniel T. Meisenheimer, Jr. who died in September,
1999, bequeathed his stock to his wife, Mary Ellen Meisenheimer, who died in August, 2008, who bequeathed her stock to her two children
Daniel T. Meisenheimer, III and Richard C. Meisenheimer.

 

(2) Includes 91,362 shares
of Preferred Stock and 4,500 shares of Common Stock in the name of Daniel T. Meisenheimer, Jr. who died in September, 1999, bequeathed
his stock to his wife, Mary Ellen Meisenheimer, who died in August, 2008, who bequeathed her stock to her two children Daniel T. Meisenheimer, III
and Richard C. Meisenheimer. Richard Meisenheimer, an officer and director of USBL, is also the President of Spectrum Associates, Inc.,
which owns both Preferred and Common Stock as set forth herein.

 

(3) Between the various
members of the Meisenheimer family and their affiliates, Spectrum Associates, Inc. and MCI, the Meisenheimers effectively control
89{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding Preferred Stock and 80{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding Common Stock of USBL. No public shareholders own any Preferred Stock
of USBL.

 

 

Item 13. Certain Relationships and Related Transactions, and
Director Independence

 

a)        Loans

 

For many years, the principals
of MCI consisting of Daniel Meisenheimer III, Richard Meisenheimer and their affiliated entities have made loans to us. As of February 28,
2019, USBL was indebted to the principals or their affiliated entities in the sum of $2,134,379. Of the foregoing amount, Spectrum was
owed the sum of $1,318,789 and the principals (D. Meisenheimer III and R. Meisenheimer) and their other affiliates were owed $815,590.

 

b)        Dependency
on Affiliates

 

Over the years we have received
a material amount of revenues from affiliated persons or entities.

 

Item 14. Principal Accountant Fees and Services

 

Audit Fees

 

We were billed $0 and $15,000
by Michael T. Studer CPA P.C. (“Mike Studer”) for the years ended February 29, 2020 and February 28, 2019, respectively,
for professional services rendered for the audits of our annual financial statements and reviews of our financial statements included
in our Forms 10-Q and 10-K.

 

Tax Fees

 

We have not incurred expenses
or been billed by Mike Studer for the year ended February 29, 2020 or February 28, 2019 for fees for tax compliance, tax advice
or tax planning services.

 

All Other Fees

 

There were no other fees billed
to us by Mike Studer for the years ended February 29, 2020 or February 28, 2019.

 

Pre-Approval Policies

 

Our Board of Directors has
not adopted any blanket pre-approval policies. Instead, the Board will specifically pre-approve the provision for all audit or non-audit
services.

 

Our Board of Directors approved
all of the services provided by Mike Studer described in the preceding paragraphs.

 

 

PART VI

 

Item 15. Exhibits

 

 

*Incorporated by reference
to the Company’s Registration Statement on Form 10-SB, and amendments thereto, filed with the SEC on May 30, 2000.

 

+Incorporated by reference
to the Company’s Annual Report on Form 10-KSB for the fiscal year ended August 23, 2001.

 

 

SIGNATURES

 

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

 

  UNITED STATES BASKETBALL LEAGUE, INC.
   
  /s/ Saeb Jannoun
  Saeb Jannoun
  Chairman and President
  June 2, 2021

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 

 

Exhibit 31.1

 

 

Certification

 

I, Saeb Jannoun, certify that:

 

1. I have reviewed this annual report on Form
10-K of The United States Basketball League, Inc.

 

2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report.

 

4. The registrant’s other certifying officer and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the
registrant and have:

 

(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

 

(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:  June 2, 2021   /s/ Saeb Jannoun  
    Saeb Jannoun  
    Chief Executive Officer  
    (Principal Executive Officer)  

 

 

Exhibit 31.2

 

 

Certification

 

I, Saeb Jannoun, certify that:

 

1. I have reviewed this annual report on Form
10-K of The United States Basketball League, Inc.;

 

2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the
registrant and have:

 

(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

 

(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:  June 2, 2021   /s/ Saeb Jannoun  
    Saeb Jannoun  
   

Chief Financial Officer

(Principal Financial Officer)

 

 

Exhibit 32.1

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of The United
States Basketball League, Inc. (the “Company”) on Form 10-K for the year ended February 29, 2020, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Saeb Jannoun, Chief Executive Officer of the Company and Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

 

1. The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/  Saeb Jannoun  
  Saeb Jannoun  
  Chief Executive Officer  
     
By: /s/ Saeb Jannoun  
  Saeb Jannoun  
  Chief Financial Officer  
     
June 2, 2021  

 

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