Price Graph
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Yield
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
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Delaware
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06-1120072
|
|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
|
|
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Incorporation
or Organization)
|
Identification
Number)
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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Smaller
reporting company
|
x
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(Do
not check if a smaller reporting company)
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||||
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PAGE
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||||
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PART
I.
|
FINANCIAL
INFORMATION
|
3
|
||
|
Item
1.
|
UNAUDITED
FINANCIAL STATEMENTS
|
3
|
||
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Consolidated
Balance Sheets – August 31, 2010 and February 28, 2010
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3
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|||
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Consolidated
Statements of Operations for the three and six months Ended August 31,
2010 and 2009
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4
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|||
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Consolidated
Statement of Stockholders’ Deficiency
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5
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|||
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Consolidated
Statements of Cash Flows for the six months ended August 31, 2010 and
2009
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6
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|||
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Notes
to Consolidated Financial Statements
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7
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|||
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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12
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||
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
|
13
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||
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Item
4.
|
Controls
and Procedures
|
14
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||
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PART
II.
|
OTHER
INFORMATION
|
14
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||
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Item
6.
|
|
Exhibits
|
|
14
|
|
ITEM 1.
|
CONSOLIDATED
FINANCIAL STATEMENTS.
|
|
August 31,
2010
|
February 28,
2010
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|||||||
|
(Unaudited)
|
||||||||
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ASSETS
|
||||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 3,278 | $ | 661 | ||||
|
Marketable
equity securities
|
172,521 | 141,103 | ||||||
|
Inventory
|
5,000 | 5,000 | ||||||
|
Due
from related parties
|
4,915 | 113,814 | ||||||
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Total
current assets
|
185,714 | 260,578 | ||||||
|
PROPERTY,
NET
|
239,406 | 242,002 | ||||||
|
Total
assets
|
$ | 425,120 | $ | 502,580 | ||||
|
LIABILITIES AND STOCKHOLDERS’
DEFICIENCY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 125,731 | $ | 114,816 | ||||
|
Due
in connection with South Korea venture
|
- | 20,000 | ||||||
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Credit
card obligations
|
97,694 | 96,711 | ||||||
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Due
to related parties
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1,706,884 | 1,655,840 | ||||||
|
Total
current liabilities
|
1,930,309 | 1,887,367 | ||||||
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Due
to related parties, net of current portion
|
50,000 | 50,000 | ||||||
|
Total
Liabilities
|
1,980,309 | 1,937,367 | ||||||
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STOCKHOLDERS’
DEFICIENCY
|
||||||||
|
Common
stock, $0.01 par value; 30,000,000 shares authorized; issued
and
outstanding 3,552,502 and 3,522,502, shares respectively
|
35,525 | 35,225 | ||||||
|
Preferred
stock, $0.01 par value; 2,000,000 shares authorized; 1,105,679
shares issued and outstanding
|
11,057 | 11,057 | ||||||
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Additional
paid-in-capital
|
2,679,855 | 2,668,155 | ||||||
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Deficit
|
(4,239,172 | ) | (4,106,770 | ) | ||||
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Treasury
stock, at cost; 39,975 shares
|
(42,454 | ) | (42,454 | ) | ||||
|
Total
stockholders’ deficiency
|
(1,555,189 | ) | (1,434,787 | ) | ||||
|
Total
liabilities and stockholders’ deficiency
|
$ | 425,120 | $ | 502,580 | ||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
August 31,
2010
|
August 31,
2009
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August 31,
2010
|
August 31,
2009
|
|||||||||||||
|
REVENUES:
|
||||||||||||||||
|
Initial
franchise fees
|
$ | - | $ | - | $ | - | $ | - | ||||||||
|
Continuing
franchise fees
|
- | - | - | - | ||||||||||||
|
Consulting
fees
|
20,000 | 4,000 | 20,000 | 8,000 | ||||||||||||
|
Sponsorship/advertising
|
- | - | - | - | ||||||||||||
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Other
|
- | - | - | |||||||||||||
| 20,000 | 4,000 | 20,000 | 8,000 | |||||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||
|
Consulting
|
575 | 800 | 16,575 | 3,700 | ||||||||||||
|
Referee
fees
|
- | - | - | - | ||||||||||||
|
Salaries
|
14,710 | 14,239 | 28,578 | 29,167 | ||||||||||||
|
Travel
and promotion
|
12,177 | 7,560 | 19,734 | 12,534 | ||||||||||||
|
Depreciation
|
1,298 | 1,298 | 2,596 | 2,596 | ||||||||||||
|
Other
|
28,555 | 42,220 | 49,211 | 58,298 | ||||||||||||
| 57,315 | 66,117 | 116,694 | 106,295 | |||||||||||||
|
Income
(loss) from operations
|
(37,315 | ) | (62,117 | ) | (96,694 | ) | (98,295 | ) | ||||||||
|
OTHER
INCOME (EXPENSES):
|
||||||||||||||||
|
Net
gain (loss) from marketable equity securities
|
(24,595 | ) | (22,446 | ) | (19,287 | ) | 24,307 | |||||||||
|
Interest
expense
|
(8,238 | ) | (8,594 | ) | (16,447 | ) | (17,280 | ) | ||||||||
|
Interest income
|
1 | 1 | 26 | 7 | ||||||||||||
| (32,832 | ) | (31,039 | ) | (35,708 | ) | 7,034 | ||||||||||
|
NET
INCOME (LOSS)
|
$ | (70,147 | ) | $ | (93,156 | ) | $ | (132,402 | ) | $ | (91,261 | ) | ||||
|
Earnings
(loss) per common share:
|
||||||||||||||||
|
Basic
|
$ | (.02 | ) | $ | (.03 | ) | $ | (.04 | ) | $ | (.03 | ) | ||||
|
Diluted
|
$ | (.02 | ) | $ | (.03 | ) | $ | (.04 | ) | $ | (.03 | ) | ||||
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
||||||||||||||||
|
Basic
|
3,512,527 | 3,482,527 | 3,501,766 | 3,482,527 | ||||||||||||
|
Diluted
|
4,618,206 | 4,588,206 | 4,607,445 | 4,588,206 | ||||||||||||
|
Common Stock
|
Preferred Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||||||||||
|
Shares
|
Shares
|
Paid-in
|
Treasury Stock
|
Stockholders’
|
||||||||||||||||||||||||||||||||
|
Outstanding
|
Amount
|
Outstanding
|
Amount
|
Capital
|
Deficit
|
Shares
|
Amount
|
Deficiency
|
||||||||||||||||||||||||||||
|
Balance,
February 28, 2010
|
3,522,502 | $ | 35,225 | 1,105,679 | $ | 11,057 | $ | 2,668,155 | $ | (4,106,770 | ) | 39,975 | $ | (42,454 | ) | $ | (1,434,787 | ) | ||||||||||||||||||
|
Shares
issued for services
|
30,000 | 300 | - | - | 11,700 | - | - | - | 12,000 | |||||||||||||||||||||||||||
|
Net
income (loss)
|
- | - | - | - | - | (132,402 | ) | - | - | (132,402 | ) | |||||||||||||||||||||||||
|
Balance,
August 31, 2010
|
3,55 2,502 | $ | 35,5 25 | 1,105,679 | $ | 11,057 | $ | 2,679,8 55 | $ | (4,239,172 | ) | 39,975 | $ | (42,454 | ) | $ | (1,555,189 | ) | ||||||||||||||||||
|
Six Months Ended
|
||||||||
|
August 31,
2010
|
August 31,
2009
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
Income (loss)
|
$ | (132,402 | ) | $ | (91,261 | ) | ||
|
Adjustments
to reconcile net income(loss) to net cash (used in)
provided
by operating activities:
|
||||||||
|
Depreciation
|
2,596 | 2,596 | ||||||
|
Non-cash
compensation
|
12,000 | - | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Marketable
equity securities
|
(31,418 | ) | (34,108 | ) | ||||
|
Accounts
payable and accrued expenses
|
10,915 | 38,551 | ||||||
|
Due
in connection with South Korea venture
|
(20,000 | ) | (60,000 | ) | ||||
|
Deferred
revenue
|
- | (33,000 | ) | |||||
|
Credit
card obligations
|
983 | (7,705 | ) | |||||
|
Net
cash (used in) provided by operating activities
|
(157,326 | ) | (184,927 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Decrease
(increase) in due from related parties
|
(9,884 | ) | (1,396 | ) | ||||
|
Increase
(decrease) in due to related parties
|
169,827 | 180,807 | ||||||
|
Decrease
in mortgage payable
|
- | - | ||||||
|
Net
cash provided by financing activities
|
159,943 | 179,411 | ||||||
|
NET
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,617 | (5,516 | ) | |||||
|
CASH
AND CASH EQUIVALENTS, beginning of period
|
661 | 7,233 | ||||||
|
CASH
AND CASH EQUIVALENTS, end of period
|
$ | 3,278 | $ | 7,717 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
|
Interest
paid
|
$ | 8,647 | $ | 9,480 | ||||
|
Income
tax paid
|
$ | - | $ | - | ||||
|
NON-CASH
FINANCING ACTIVITY:
|
||||||||
|
Transfer
of amounts due from related parties to
|
||||||||
|
USBL
president in partial satisfaction of amount
|
||||||||
|
Due
to USBL president
|
$ | 118,783 | $ | - | ||||
|
1.
|
Description
of Business and Basis of
Presentation
:
|
|
2.
|
Summary
of Significant Accounting
Policies
:
|
|
3.
|
Due
from Related Parties
|
|
|
Due
from related parties consist of:
|
|
August 31,
|
February 28,
|
|||||||
|
2010
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
USBL
receivable from Meisenheimer Capital, Inc. (“MCI”), controlling
stockholder of USBL, non-interest bearing, due on demand
|
$ | 4,915 | $ | 111,814 | ||||
|
USBL
receivable from Synercom (“Synercom”), a corporation controlled by the two
officers of USBL, non-interest bearing, due on demand
|
- | 2,000 | ||||||
|
Total
|
$ | 4,915 | $ | 113,814 | ||||
|
4.
|
Property,
Net
|
|
August 31,
|
February 28,
|
|||||||
|
2010
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Land
|
$ | 121,253 | $ | 121,253 | ||||
|
Building
|
155,747 | 155,747 | ||||||
|
Total
|
277,000 | 277,000 | ||||||
|
Accumulated
depreciation
|
(37,594 | ) | (34,998 | ) | ||||
|
Property,
net
|
$ | 239,406 | $ | 242,002 | ||||
|
5.
|
Credit
Card Obligations
|
|
6.
|
Due
to Related Parties
|
|
August 31,
2010
|
February 28,
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
USBL
loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation
controlled by the two officers of USBL, interest at 6%, due on
demand
|
$ | 1,045,957 | $ | 911,957 | ||||
|
USBL
loans payable to the two officers of USBL, interest at 6%, due on
demand
|
382,827 | 465,783 | ||||||
|
USBL
loan payable to Genvest, LLC (“Genvest”), an organization controlled by
the two officers of USBL
|
20,000 | 20,000 | ||||||
|
USBL
loans to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by the two
officers of USBL, non-interest bearing, due on demand
|
44,100 | 44,100 | ||||||
|
MCREH
note payable to the two officers of USBL, interest at 6%, due December 31,
2011
|
50,000 | 50,000 | ||||||
|
MCREH
note payable to Spectrum, interest at 7%, due on demand, secured by MCREH
property
|
25,000 | 25,000 | ||||||
|
MCREH
note payable to president of USBL, interest at 7%, due on demand, secured
by MCREH property
|
45,000 | 45,000 | ||||||
|
MCREH
note payable to the two officers of USBL, interest at 7%, due on demand,
secured by MCREH property
|
70,000 | 70,000 | ||||||
|
MCREH
note payable to the two officers of USBL, interest at 4%, due October 22,
2009, secured by MCREH property
|
70,000 | 70,000 | ||||||
|
MCREH
loan payable to president of USBL, non-interest bearing, due on
demand
|
4,000 | 4,000 | ||||||
|
Total
|
1,756,884 | 1,705,840 | ||||||
|
Less
current portion
|
(1,706,884 | ) | (1,655,840 | ) | ||||
|
Non
current portion
|
$ | 50,000 | $ | 50,000 | ||||
|
|
For
the six months ended August 31, 2010 and 2009, interest due under the USBL
loans were waived by the respective
lenders.
|
|
|
At
August 31, 2010 and February 28, 2010, accounts payable and accrued
expenses included accrued interest payable on MCREH notes payable to
related parties totaling $43,787 and $35,987,
respectively.
|
|
7.
|
Stockholders’
Equity
|
|
8.
|
Related
Party Transactions
|
|
9.
|
Commitments
and Contingencies
|
|
|
Occupancy
Agreement
|
|
|
In
September 2007, the Company moved its office from the MCREH building to a
building owned by Genvest LLC, an organization controlled by the two
officers of USBL. Improvements to the Company’s space there
were completed in February 2008. Pursuant to a verbal
agreement, the Company is to pay Genvest monthly rentals of $1,000
commencing March 2008. At August 31, 2010 and February 28,
2010, accounts payable and accrued expenses included accrued rent payable
to Genvest totaling $30,000 and $24,000,
respectively.
|
|
|
USBL
cancelled its 2008, 2009, and 2010 seasons. These cancellations
may result in claims and legal actions from
franchisees.
|
|
|
On
June 30, 2008, a legal action was commenced by Albany Patroons, Inc., a
franchisee of USBL, against the Company in the United States District
Court for the Northern District of New York. The complaint
alleges breach of contract by USBL due to the suspension of the 2008
season and seeks total damages of $285,000. On September 5,
2008, the Company answered the complaint and asserted a counter-claim
against plaintiff for breach of franchise agreement and/or memorandum of
agreement. This action was discontinued and the parties agreed
to proceed with binding arbitration. The Company believes that
it has a meritorious defense to the action and does not expect the
ultimate resolution of this matter to have a material adverse effect on
its consolidated financial condition or results of
operations.
|
|
|
South Korea
Venture
|
|
|
In
August 2008, the Company received $170,667 from a third party to
investigate business opportunities with the South Korea Basketball League
and with prospective South Korean sponsors. Pursuant to the
related verbal agreement, USBL paid a total of $160,000 to a consulting
firm approved by the third party and recognized the remaining $10,667 as
consulting fees revenue in the three months ended February 28,
2009.
|
|
|
In
January 2009, the Company received an additional $256,000 from the third
party. Under the related verbal agreement, USBL paid a total of
$240,000 ($220,000 in fiscal 2010, $20,000 in fiscal 2011) to the
consulting firm approved by the third party and recognized the remaining
$16,000 as consulting fees revenue in the year ended February 28,
2010.
|
|
|
In
April and May 2010, the Company received an additional $157,667 relating
to the South Korea venture. In the six months ended August 31,
2010, USBL paid a total of $137,667 to the consulting firm approved by the
third party and recognized the remaining $20,000 as consulting fees
revenue in the three months ended August 31,
2010.
|
|
ITEM 2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
|
|
Not
applicable.
|
|
ITEM 4.
|
CONTROLS
AND PROCEDURES.
|
|
Item
6.
|
Exhibits.
|
|
31.1
|
Certification
of principal executive officer
|
|
31.2
|
Certification
of principal financial officer
|
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
UNITED
STATES BASKETBALL LEAGUE,
|
|
|
INC.
|
|
|
By:
|
/s/ Daniel T. Meisenheimer
III
|
|
Daniel
T. Meisenheimer III
|
|
|
Chairman
and President
|
|
|
By:
|
/s/ Richard C.
Meisenheimer
|
|
Richard
C. Meisenheimer
|
|
|
Chief
Financial Officer and
|
|
|
Director
|
|
|
Name
|
Capacity
|
Date
|
||
|
/s/ Daniel T. Meisenheimer
III
|
||||
|
Daniel
T. Meisenheimer III
|
Director
and President
|
October
8, 2010
|
||
|
(principal
executive officer)
|
||||
|
/s/ Richard C. Meisenheimer
|
||||
|
Richard
C. Meisenheimer
|
Director
and Chief Financial
|
October
8, 2010
|
||
|
Officer (principal
financial and
|
||||
|
accounting
officer)
|
|
31.1
|
Certification
of principal executive officer
|
|
31.2
|
Certification
of principal financial officer
|
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|