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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

FORM 10-Q

Amendment No. 1

(Mark One)

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

For the quarterly period ended MayAugust 31, 20202021

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period fromto

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)

(I.R.S. Employer

Identification No.)

183 Plains Road, Suite 2 Milford, Connecticut 064618270 Woodland Center, Tampa, FL 33614

(Address of Principal Executive Offices)

(813) 769-3500

(Registrant’s Telephone Number, Including Area Code)

___________________________________________ 

(Former Name, Former Address and Former Fiscal Year, if Changed

Since Last Report)

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

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 (Section 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, smaller reporting company or an emerging growth company. See the 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

Smaller reporting company x

Emerging Growth Company ¨

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 Exchange Act).     Yes x.Yes No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of June 15,October 7, 2021, there were 3,552,5027,146,202 shares of Common Stock, $0.01 par value per share, outstanding.outstanding.

Explanatory Note: This Amendment No. 1 of the Form 10-Q/A for the quarter ended August 31, 2021, is being filed solely to add additional detail to Note 1 for the sale of common and preferred stock that resulted in the change of control.

Table of Contents

UNITED STATES BASKETBALL LEAGUE, INC.

Form 10-Q10-Q/A

For the Quarterly Period Ended MayAugust 31, 20202021

INDEX

PART I
Financial Information3

PART I

Financial Information

Item 1.

Financial Statements (unaudited)

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

12

Item 4.

Controls and Procedures

12

PART II

Other Information

12

13

Item 1.

Legal Proceedings

12

13

Item 1A.

Risk Factors

12

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

13

Item 3.

Defaults Upon Senior Securities

12

13

Item 4.

Mine Safety Disclosures

12

13

Item 5.

Other Information

12

13

Item 6.

Exhibits

Exhibits13

14

Signatures

13

15


2

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PART I

FINANCIAL INFORMATION

Item 1.Financial Statements.

ITEM 1.FINANCIAL STATEMENTS.

Balance Sheets as of MayAugust 31, 20202021 (unaudited) and February 29, 202028, 2021

4

Statements of Operations for the Three and Six Months Ended MayAugust 31, 2021 and 2020 and 2019 (unaudited)

5

Statements of Stockholders’ DeficitEquity (Deficit) for the Three and Six Months Ended MayAugust 31, 2021 and 2020 and 2019 (unaudited)

6

4

Statements of Cash Flows for the ThreeSix Months Ended MayAugust 31, 2021 and 2020 and 2019 (unaudited)

7

5

Notes to the Financial Statements (unaudited)

8

6


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UNITED STATES BASKETBALL LEAGUE, INC.

BALANCE SHEETS

  May 31,
2020
  February 29,
2020
 
   (unaudited)      
ASSETS        
Current Assets:        
Cash $207  $301 
Total Assets $207  $301 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current Liabilities:        
Accounts payable and accrued expenses $252,184  $245,887 
Credit card obligations  5,127   5,127 
Due to related parties  2,158,631   2,158,631 
Total Current Liabilities  2,415,942   2,409,645 
         
Total Liabilities  2,415,942   2,409,645 
         
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  (5,099,718)  (5,093,327)
Treasury stock, at cost; 39,975 shares of common stock  (42,454)  (42,454)
Total Stockholders' Deficit  (2,415,735)  (2,409,344)
Total Liabilities and Stockholders' Deficit $207  $301 

August 31, 

February 28, 

2021

2021

 

(unaudited)

 

  

ASSETS

Current Assets:

 

  

 

  

Cash

$

216,530

$

75

Prepaid

5,250

Prepaid stock for services

125,978

Total Assets

$

347,758

$

75

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

Current Liabilities:

 

 

Accounts payable and accrued expenses

$

2,100

$

271,158

Credit card obligations

 

 

5,127

Due to related parties

 

 

2,159,631

Total Current Liabilities

 

2,100

 

2,435,916

Total Liabilities

 

2,100

 

2,435,916

Stockholders' Equity (Deficit):

 

 

Preferred stock, $0.01 par value, 10,000,000 shares authorized; 1,105,679 shares issued and outstanding

 

11,057

 

11,057

Common stock, $0.01 par value, 100,000,000 shares authorized; 7,146,202 and 3,552,502 shares issued, respectively

71,462

35,525

Additional paid-in capital

 

5,649,888

 

2,679,855

Accumulated deficit

 

(5,344,295)

 

(5,119,824)

Treasury stock, at cost; 39,975 shares of common stock

 

(42,454)

 

(42,454)

Total Stockholders' Equity (Deficit)

 

345,658

 

(2,435,841)

Total Liabilities and Stockholders' Deficit

$

347,758

$

75

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


4

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UNITED STATES BASKETBALL LEAGUE, INC.


STATEMENTS OF OPERATIONS

(Unaudited)

  For the Three Months Ended May 31, 
  2020  2019 
Operating Expenses:        
Professional fees $2,000  $3,402 
General and administrative  4,391   761 
Rent  -   3,000 
Total operating expenses  6,391   7,163 
         
Loss from Operations  (6,391)  (7,163)
         
Net loss $(6,391) $(7,163)
         
Loss per Common Share:        
Basic & Diluted $(0.00) $(0.00)
         
Weighted Average Number of Common Shares Outstanding:        
Basic & Diluted  3,552,502   3,552,502 

For the Three Months Ended

For the Six Months Ended

August 31, 

August 31, 

    

2021

    

2020

    

2021

    

2020

Operating Expenses:

Professional fees

$

247

$

2,000

$

12,272

$

4,000

General and administrative

 

80,096

 

2,143

 

105,466

 

6,534

Director compensation

 

 

 

48,000

 

Total operating expenses

 

80,343

 

4,143

 

165,738

 

10,534

Loss from Operations

 

(80,343)

 

(4,143)

 

(165,738)

 

(10,534)

Other Income (Expense):

Gain on forgiveness of debt

66,747

Other income

2,000

2,000

Loss on conversion of debt – related party

(127,480)

(127,480)

Total other expense

(125,480)

(58,733)

Net loss

$

(205,823)

$

(4,143)

$

(224,471)

$

(10,534)

Loss per Common Share:

 

 

  

 

  

 

  

Basic & Diluted

$

(0.04)

$

(0.00)

$

(0.05)

$

(0.00)

Weighted Average Number of Common Shares Outstanding:

 

 

  

 

  

 

  

Basic & Diluted

 

5,211,993

 

3,552,502

 

4,386,782

 

3,552,502

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


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UNITED STATES BASKETBALL LEAGUE, INC.


STATEMENT OF STOCKHOLDERS’ DEFICITEQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED MAYAUGUST 31, 20192020 and 2020
2021

(Unaudited)

  Common Stock  Preferred Stock  Additional  Accumulated  Treasury Stock    
  Shares  Amount  Shares  Amount  Paid-in Capital  Deficit  Shares  Amount  Total 
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                 (7,163)        (7,163)
                                     
Balance, May 31, 2019  3,552,502  $35,525   1,105,679  $11,057  $2,679,855  $(5,059,083)  39,975  $(42,454) $(2,375,100)

Common Stock

Preferred Stock

Additional

Accumulated

Treasury Stock

Shares

Amount

Shares

Amount

Paid-in Capital

Deficit

Shares

Amount

Total

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)

Net Loss

 

 

 

 

 

 

(6,391)

 

 

 

(6,391)

Balance, May 31, 2020

 

3,552,502

 

35,525

1,105,679

 

11,057

$

2,679,855

 

(5,099,718)

 

39,975

(42,454)

 

(2,415,735)

Net Loss

 

 

 

 

 

 

(4,143)

 

 

 

(4,143)

Balance, August 31, 2020

 

3,552,502

$

35,525

 

1,105,679

$

11,057

$

2,679,855

$

(5,103,861)

 

39,975

$

(42,454)

$

(2,419,878)

  Common Stock  Preferred Stock  Additional  Accumulated  Treasury Stock    
  Shares  Amount  Shares  Amount  Paid-in Capital  Deficit  Shares  Amount  Total 
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)
                                     
Net Loss                 (6,391)        (6,391)
                                     
Balance, May 31, 2020  3,552,502  $35,525   1,105,679  $11,057  $2,679,855  $(5,099,718)  39,975  $(42,454) $(2,415,735)

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Common Stock

Preferred Stock

Common Stock

Additional

Accumulated

Treasury Stock

    

Shares

    

Amount

    

Shares

    

Amount

    

To be Issued

    

Paid-in Capital

    

Deficit

    

Shares

    

Amount

    

Total

Balance, February 28, 2021

 

3,552,502

$

35,525

 

1,105,679

$

11,057

$

$

2,679,855

$

(5,119,824)

 

39,975

$

(42,454)

$

(2,435,841)

Common stock issued for services

 

 

 

 

 

111,250

 

 

 

 

 

111,250

Common stock issued for director services

 

 

 

 

 

48,000

 

 

 

 

 

48,000

Common stock sold for cash

 

 

 

 

 

240,000

 

 

 

 

 

240,000

Forgiveness of related party debt

 

 

 

 

 

 

2,343,370

 

 

 

 

2,343,370

Net Loss

 

 

 

 

 

 

 

(18,648)

 

 

 

(18,648)

Balance, May 31, 2021

 

3,552,502

$

35,525

 

1,105,679

$

11,057

$

399,250

$

5,023,225

$

(5,138,472)

 

39,975

$

(42,454)

$

288,131

Common stock issued for services

875,000

8,750

(159,250)

254,500

104,000

Common stock sold for cash

2,400,000

24,000

(240,000)

216,000

Common stock issued for loans payable – related party

318,700

3,187

156,163

159,350

Net Loss

(205,823)

(205,823)

Balance, August 31, 2021

7,146,202

$

71,462

1,105,679

$

11,057

$

$

5,649,888

$

(5,344,295)

39,975

$

(42,454)

$

345,658

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


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UNITED STATES BASKETBALL LEAGUE, INC.


STATEMENTS OF CASH FLOWS


(Unaudited)

  For the Three Months Ended
May 31,
 
  2020  2019 
Cash Flows from Operating Activities:        
         
Net loss $(6,391) $(7,163)
Adjustments to reconcile net loss to net cash used in operating activities:        
         
Changes in operating assets and liabilities:        
Accounts payable and accrued expenses  6,297   902 
Net cash used in operating activities  (94)  (6,267)
         
Cash Flows from Investing Activities      
         
Cash Flows from Financing Activities:        
Increase in due to related parties     6,000 
Net cash provided by financing activities     6,000 
         
Net decrease in cash  (94)  (261)
Cash, beginning of period  301   295 
Cash, end of period $207  $34 
         
Supplemental disclosures of cash flow information:        
Interest paid $  $ 
Income tax paid $  $ 

For the Six Months Ended

August 31, 

    

2021

    

2020

Cash Flows from Operating Activities:

 

  

 

  

Net loss

$

(224,471)

$

(10,534)

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on forgiveness of debt

(66,747)

Loss on conversion of debt – related party

127,480

Common stock granted for director fees

48,000

Common stock granted for services

77,978

Changes in operating assets and liabilities:

 

 

Prepaids

6,044

Accounts payable and accrued expenses

 

(50,349)

 

10,297

Net cash used in operating activities

 

(82,065)

 

(237)

Cash Flows from Investing Activities

 

0

 

0

Cash Flows from Financing Activities:

 

 

Increase in due to related parties

 

58,520

 

Loans payable

3,581

Repayment of loan payable

(3,581)

Cash proceeds from sale of common stock

240,000

Net cash provided by financing activities

 

298,520

 

Net change in cash

 

216,455

 

(237)

Cash, beginning of period

 

75

 

301

Cash, end of period

$

216,530

$

64

Supplemental disclosures of cash flow information:

 

 

Interest paid

$

0

$

0

Income tax paid

$

0

$

0

Supplemental disclosure of non-cash financing activity:

Related party loans converted to common stock

$

31,870

$

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


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UNITED STATES BASKETBALL LEAGUE, INC.

NOTES TO FINANCIAL STATEMENTS

MAYAUGUST 31, 20202021

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

United States Basketball League, Inc. (“USBL”) is a holding company currently evaluating and assessing new business opportunities.  The Company 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

On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the present time, USBL does not have any definitive plans asmajority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 common shares which it held, to a new investor group. The Sellers also sold 1,105,644 of USBL’s preferred stock at a per share price of $.057 per share to EROP Enterprises, LLC. In addition, the schedulingnew investor group invested an additional $240,000 and received 2,400,000 shares of restricted common 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 new season. USBL is currently inbroker/dealer for the processPurchase Agreements and was issued 125,000 shares of exploring certain strategic alternatives, includingcommon stock for its services, and Verde Capital was issued 150,000 shares for Consulting Services.  Effective April 7, 2021, the possible saleBoard of Directors accepted the resignation of Daniel T. Meisenheimer, III as Chairman of the League.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.  

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 accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company'sCompany’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended February 29, 2020,28, 2021, have been omitted.

Use of Estimates

The preparation of the unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of liabilities, and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time; however, actual results could differ materially from those estimates.

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Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended May 31, 2020.

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 unaudited financial statementsstat 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 $5,099,718, liabilities of $2,415,942$5,344,295, and no source of revenue. 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–ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

 May 31, 2020  February 29, 2020 

    

August 31, 2021

    

February 28, 2021

(unaudited)

Legal and accounting services’ vendors $78,164  $76,163 

$

2,100

$

101,424

Transfer agent and EDGAR agent  12,956   8,660 

 

 

8,660

Rent due Genvest, LLC (an entity controlled by the two officers of USBL)  144,000   144,000 

Rent due Genvest, LLC (an entity controlled by the
2 officers of USBL)

 

 

144,000

Accrued interest on MCREH note payable to president of USBL  13,562   13,562 

 

 

13,562

Security deposit due CADCOM (an entity controlled by the two officers of USBL)  2,725   2,725 

Security deposit due CADCOM (an entity controlled by
the 2 officers of USBL)

 

 

2,725

Other  777   777 

 

 

777

Total $252,184  $245,887 

$

2,100

$

271,158

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NOTE 5 – DUE TO PRIOR RELATED PARTIES

Due to related parties consist of:

  May 31, 2020  February 29, 2020 
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand $1,324,689  $1,324,689 
USBL loans payable to the two officers of USBL, interest at 6%, due on demand  569,317   569,317 
USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by the two officers of USBL, non-interest bearing, due on demand  48,850   48,850 
MCREH note payable to president of USBL, interest at 7%, due on demand  48,000   48,000 
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   159,275 
Total $2,158,631  $2,158,631 

    

August 31, 2021

    

February 28, 2021

(unaudited)

USBL loans payable to Spectrum Associates, Inc. (“Spectrum”),
a corporation controlled by the 2 officers of USBL,
interest at 6%, due on demand

$

$

1,324,689

USBL loans payable to the 2 officers of USBL,
interest at 6%, due on demand

 

 

569,317

USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust
controlled by the 2 officers of USBL, non-interest bearing,
due on demand

 

 

48,850

MCREH note payable to president of USBL, interest at 7%, due
on demand

 

 

48,000

MCREH loan payable to Spectrum, non-interest
bearing, due on demand

 

 

4,500

MCREH loan payable to president of USBL, non-interest
bearing, due on demand

 

 

5,000

MCREH loan payable to Meisenheimer Capital, Inc.,
non-interest bearing, due on demand

 

 

159,275

Total

$

$

2,159,631

On April 7, 2021, as part of the purchase and sale agreement, the principals of MCI consisting of Daniel Meisenheimer III, Richard Meisenheimer and their affiliated entities have agreed to cancel previously issued and outstanding loans made to the Company.

Spectrum Associates agreed to cancel indebtedness in the amount of $1,318,789 and the principals (D. Meisenheimer III and R. Meisenheimer) and their other affiliates agreed to cancel indebtedness in the amount of $815,590.

As a result of the debt cancellation the Company recognized a gain on the forgiveness of debt of $66,747 and credited $2,335,493 to additional paid in capital.

NOTE 6 – RELATED PARTY TRANSACTIONS

ForDuring the threesix months ended MayAugust 31, 20202021, Saeb Jannoun, CEO advanced the Company $3,000 for general operating expense. The advance was non-interest bearing and 2019, USBL included indue on demand. On July 26, 2021, Mr. Jannoun converted the $3,000 into 30,000 shares of common stock. The shares were valued at $0.50, the closing stock price on the date of conversion, for a loss on conversion of debt of $12,000.

During the six months ended August 31, 2021, EROP Enterprises LLC (“EROP”), a significant shareholder, advanced the Company $28,870 for general operating expenses rent incurredexpense. The advance was non-interest bearing and due on demand. On July 26, 2021, EROP converted the $28,870 into 288,700 shares of common stock. The shares were valued at $0.50, the closing stock price on the date of conversion, for a loss on conversion of debt of $115,480.

On April 7, 2021, the Company issued 200,000 restricted shares of common stock each to Genvest, LLC (an entity controlled by2 of its directors for services. The shares were valued at $0.12, the two officersclosing stock price on the date of USBL) totaling $0 and $3,000, respectively.grant, for total non-cash expense of $48,000.

During the six months ended August 31, 2021, EROP purchased 1,475,000 shares of common stock for $147,500. In addition, the Company granted 200,000 shares of common stock to EROP for services per the terms of a consulting agreement. The shares were valued at $0.52, the closing stock price on the date of grant, for total non-cash expense of $104,000. The expense is being amortized over the one-year term of the service agreement with Verde Capital, LLC. As of August 31, 2021, the Company recognized $21,667 of the expense.


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NOTE 7 – LOAN PAYABLE

During the six months ended August 31, 2021, an individual, advanced the Company $3,581 for general operating expenses. The advance was non-interest bearing and due on demand. The advance was repaid in July 2021.

NOTE 8 – PREFERRED STOCK

On May 18, 2021, the Company increased its authorized shares of Preferred Stock from 2,000,000 to 10,000,000 shares.

Each share of preferred stock has five5 votes, is entitled to a 2% cumulative annual dividend, and is convertible at any time into one1 share of common stock. There are 1,105,679 Series A Preferred outstanding, 1,105,644 of which are held by EROP. As of MayAugust 31, 2020,2021, the Company has not declared any dividends on its preferred stock.

NOTE 89SUBSEQUENT EVENTS

COMMON STOCK TRANSACTIONS

On April 7,29, 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 commonissued 125,000 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% of the issued and outstanding shares of USBL’s capital stock following these sales, Equity Markets Advisory which owns 8.29% of the issued and outstanding shares of USBL’s common stock and EROP Enterprises LLC which owns 29.24% of the issued and outstanding shares of USBL’s common stock and 100% 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.

to World Equity Markets who acted in the capacity of a broker/dealer for the Purchase Agreements and was(Note 1). The shares were valued at $0.71, the closing stock price on the date of grant, for total non-cash expense of $88,750. The expense is being amortized over the six-month term of the service agreement with World Equity Markets. As of August 31, 2021, the Company recognized $59,167 of the expense.

On April 6, 2021, the Company issued 125,000150,000 shares of common stock to Verde Capital, LLC for consulting services. The shares were valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $22,500. The expense is being amortized over the one-year term of the service agreement with Verde Capital, LLC. As of August 31, 2021, the Company recognized $8,438 of the expense.

During the six months ended August 31, 2021, the Company sold 925,000 shares of common stock for its services.total cash proceeds of $92,500.

Effective April 7,On May 18, 2021, the BoardCompany increased its authorized shares of Directors accepted the resignationCommon Stock to 100,000,000 shares.

Refer to Note 6 for common stock issued to related parties.

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Table 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.Contents

Item

ITEM 2. Management’s Discussion and AnalysisMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS of Operation.OF OPERATION.

Forward-looking Statements

There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

Our failure to earn revenues or profits;

Inadequate capital to continue business;

Volatility or decline of our stock price;

Potential fluctuation in quarterly results;

Rapid and significant changes in markets;

Litigation with or legal claims and allegations by outside parties; and

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.


OVERVIEW

The Company anticipates continued relianceUnited States Basketball League, Inc. (OTC: USBL) is an emerging diversified investment vehicle focused on financial assistance from affiliates. Givenparticipating in and acquiring interests that are leading edge in their respective market niches, and that have expectations of enhancing shareholder values. Based in Tampa, Florida, the current lackManagement, Advisors, and the Board of capital, the Company has not been able to develop anyare currently engaged in evaluating and assessing 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 its officers for all marketing efforts. Their efforts have not resulted in any franchises.business opportunities.

Results of Operations

The three months ended MayAugust 31, 2020 compared2021compared to the three months ended MayAugust 31, 2019

2020

Revenue

The Company recognized no revenue for the three months ended MayAugust 31, 20202021 and 2019.

2020.

Operating ExpensesProfessional Fees

For the three months ended MayAugust 31, 2020,2021, the company incurred $6,391$247 of operating expenseprofessional fees compared to $7,163$2,000 for the three months ended MayAugust 31, 2019. Expenses2020, a decrease of $1,753. Professional fees generally consist mostly of professional, Edgaraudit, legal, accounting and transfer agent fees. For the three months ended May 31, 2020, we had $2,000fees expense.

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Table of professional feesContents

General and $4,391 of other general and administrative expense (“G&A”), compared to $3,403 of professional fees, $3,000 of rent expense and $761 of other G&A expense for the three months ended May 31, 2019.

Liquidity and Capital Resources

Administrative Expense

For the three months ended MayAugust 31, 2021, the company incurred $80,096 of general and administrative expense compared to $2,143 for the three months ended August 31, 2020 an increase of $77,953. The increase in the current period is primarily the result of stock compensation of $70,730.

Director Compensation

For the three months ended August 31, 2021, the company incurred $48,000 of director compensation expense compared to $0 for the three months ended August 31, 2020. During the current period we issued common stock to two of our directors for total non-cash stock compensation of $48,000.

Other Income/Expense

During the three months ended August 31, 2021, the Company recognized a related party loss on conversion of debt of $127,480 (Note 6) and $2,000 of other income. There was no other income or expense in the prior period.

Net Loss

For the three months ended August 31, 2021, we had a note loss of $205,823 compared to $4,143 for the three months ended August 31, 2020. Our increase in net loss is largely attributed to non-cash stock compensation expense.

The six months ended August 31, 2021compared to the six months ended August 31, 2020

Revenue

The Company recognized no revenue for the six months ended August 31, 2021 and 2020.

Professional Fees

For the six months ended August 31, 2021, the company incurred $12,272 of professional fees compared to $4,000 for the six months ended August 31, 2020, an increase of $8,272. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense.

General and Administrative Expense

For the six months ended August 31, 2021, the company incurred $105,466 of general and administrative expense compared to $6,534 for the six months ended August 31, 2020 an increase of $98,932. The increase in the current period is primarily the result of stock compensation of $89,272.

Director Compensation

For the six months ended August 31, 2021, the company incurred $48,000 of director compensation expense compared to $0 for the six months ended August 31, 2020. During the current period we issued common stock to two of our directors for total non-cash stock compensation of $48,000.

Other Income/Expense

During the six months ended August 31, 2021, we recognized a gain of forgiveness of debt of $66,747 (Note 5), related party loss on conversion of debt of $127,480 (Note 6) and $2,000 of other income. There was no other income or expense in the prior period.

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Net Loss

For the six months ended August 31, 2021, we had a note loss of $224,471 compared to $10,534 for the six months ended August 31, 2020. Our increase in net loss is largely attributed to non-cash stock compensation expense.

Liquidity and Capital Resources

Operating Activities

For the six months ended August 31, 2021, the company used $94$82,065 in operating activities compared to $6,267$237 for the threesix months ended MayAugust 31, 2019.2020.

Financing Activities

The Company expects it will continue to have to rely on affiliates for loansDuring the six months ended August 31, 2021, we received $240,000 from the sale of common stock. We received a cash advances from our CEO of $3,000, $28,870 from another related party and $39,994 from members of the prior management. We also received $3,581 from another party to assist it in meeting its current obligations. With respect to long term needs, the Company recognizes that in order for the USBL and the League 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 Company’s ability to raise additional capital other than from affiliates is questionable.with general operating expenses.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

Recent Accounting Pronouncements

We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncements to have an impact on our results of operations or financial position.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e)13a-15(e) and 15d - 15(e)15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of MayAugust 31, 2020.2021.

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In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

None

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None


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ITEM 6. EXHIBITS

Exhibit No.
Description
31.1

Exhibit No.

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

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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 21,

October 20, 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.


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