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USBL United States Basketball League

Filed: 21 Jun 21, 8:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended May 31, 2020

 

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

 

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
incorporation or organization)
 (I.R.S. Employer
Identification No.)

 

183 Plains Road, Suite 2 Milford, Connecticut 06461

(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 classTrading Symbol(s)Name of each exchange on which
registered
Common StockUSBLOTC 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    xSmaller 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 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, 2021, there were 3,552,502 shares of Common Stock, $0.01 par value per share, outstanding.

 

 

 

 

 

 

UNITED STATES BASKETBALL LEAGUE, INC. 

Form 10-Q

For the Quarterly Period Ended May 31, 2020

 

INDEX

 

PART I Financial Information 3
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
Item 1. Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 13
Signatures 13

 

2

 

 

PART I

FINANCIAL INFORMATION

 

Item 1.Financial Statements.

 

Balance Sheets as of May 31, 2020 (unaudited) and February 29, 2020 4
   
Statements of Operations for the Three Months Ended May 31, 2020 and 2019 (unaudited) 5
   
Statements of Stockholders’ Deficit for the Three Months Ended May 31, 2020 and 2019 (unaudited) 6
   
Statements of Cash Flows for the Three Months Ended May 31, 2020 and 2019 (unaudited) 7
   
Notes to the Financial Statements (unaudited) 8

 

3

 

 

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 

 

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

 

4

 

 

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 

 

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

 

5

 

 

UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MAY 31, 2019 and 2020
(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)

 

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

 

6

 

 

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 $  $ 

 

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

 

7

 

 

UNITED STATES BASKETBALL LEAGUE, INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2020

(Unaudited)

 

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 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'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, 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.

 

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.

 

8

 

 

NOTE 3 – GOING CONCERN

 

The accompanying unaudited 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 $5,099,718, liabilities of $2,415,942 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 PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of:

 

  May 31, 2020  February 29, 2020 
Legal and accounting services’ vendors $78,164  $76,163 
Transfer agent and EDGAR agent  12,956   8,660 
Rent due Genvest, LLC (an entity controlled by the two officers of USBL)  144,000   144,000 
Accrued interest on MCREH note payable to president of USBL  13,562   13,562 
Security deposit due CADCOM (an entity controlled by the two officers of USBL)  2,725   2,725 
Other  777   777 
Total $252,184  $245,887 

 

NOTE 5 – DUE TO 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 

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

For the three months ended May 31, 2020 and 2019, USBL included in operating expenses rent incurred to Genvest, LLC (an entity controlled by the two officers of USBL) totaling $0 and $3,000, respectively.

 

9

 

 

NOTE 7 – PREFERRED STOCK

 

Each share of preferred stock has five votes, is entitled to a 2% cumulative annual dividend, and is convertible at any time into one share of common stock. As of May 31, 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% 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.

 

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 2. Management’s Discussion and Analysis OF FINANCIAL CONDITION AND RESULTS 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.

 

10

 

 

OVERVIEW

 

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 its officers for all marketing efforts. Their efforts have not resulted in any franchises.

 

Results of Operations

 

The three months ended May 31, 2020 compared to the three months ended May 31, 2019

 

Revenue

 

The Company recognized no revenue for the three months ended May 31, 2020 and 2019.

 

Operating Expenses

 

For the three months ended May 31, 2020, the company incurred $6,391 of operating expense compared to $7,163 for the three months ended May 31, 2019. Expenses consist mostly of professional, Edgar and transfer agent fees. For the three months ended May 31, 2020, we had $2,000 of professional fees 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

 

For the three months ended May 31, 2020, the company used $94 in operating activities compared to $6,267 for the three months ended May 31, 2019.

 

The Company expects it will continue to 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 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.

 

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.

 

11

 

 

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) and 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 May 31, 2020.

 

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

 

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.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

12

 

 

ITEM 6. EXHIBITS

 

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 XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Label Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document

 

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, 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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