UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2019
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission File Number 1-15913
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)
(203) 877-9508
(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 [ X ] No [ ]
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 [ X ] No [ ]
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 ☒ |
Smaller reporting company ☒ |
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 November 30, 2019, there were 3,512,527 shares of Common Stock, $.01 par value per share, outstanding.
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UNITED STATES BASKETBALL LEAGUE, INC.
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FINANCIAL INFORMATION
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UNITED STATES BASKETBALL LEAGUE, INC. |
(Unaudited) |
Three Months Ended | Nine Months Ended | |||||||||||||||||
November 30, 2019 | November 30, 2018 | November 30, 2019 | November 30, 2018 | |||||||||||||||
REVENUES: | $ | — | $ | — | $ | — | $ | — | ||||||||||
OPERATING EXPENSES: | ||||||||||||||||||
Professional fees | 4,988 | 10,749 | 15,890 | 28,374 | ||||||||||||||
Transfer agent and EDGAR agent fees | 665 | 3,403 | 2,133 | 15,729 | ||||||||||||||
Rent | 3,000 | 3,000 | 9,000 | 9,000 | ||||||||||||||
Travel and promotion | (592 | ) | — | (1,180 | ) | 33 | ||||||||||||
Other | 181 | 229 | 474 | 704 | ||||||||||||||
Total operating expenses | 8,242 | 17,381 | 26,317 | 53,840 | ||||||||||||||
Loss from operations | (8,242 | ) | (17,381 | ) | (26,317 | ) | (53,840 | ) | ||||||||||
OTHER INCOME (EXPENSES): | ||||||||||||||||||
Interest expense | — | (588 | ) | — | (763 | ) | ||||||||||||
Total other income (expenses), net | — | (588 | ) | — | (763 | ) | ||||||||||||
Income (loss) before income taxes | (8,242 | ) | (17,969 | ) | (26,317 | ) | (54,603 | ) | ||||||||||
Income taxes | — | — | — | — | ||||||||||||||
NET INCOME (LOSS) | $ | (8,242 | ) | $ | (17,969 | ) | $ | (26,317 | ) | $ | (54,603 | ) | ||||||
Earnings (loss) per common share: | ||||||||||||||||||
Basic | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | ||||||
Diluted | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||||||||||
Basic | 3,512,527 | 3,512,527 | 3,512,527 | 3,512,527 | ||||||||||||||
Diluted | 3,512,527 | 3,512,527 | 3,512,527 | 3,512,527 | ||||||||||||||
See notes to financial statements. |
5 |
See notes to financial statements
6 |
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UNITED STATES BASKETBALL LEAGUE, INC.
NINE MONTHS ENDED NOVEMBER 30, 2019
(Unaudited)
1. Description of Business and Basis of Presentation:
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 been 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. The seasons from 2008 through 2019, 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.
At November 30, 2019, USBL had negative working capital of $2,394,253, and accumulated losses of $5,078,236. These factors, as well as the Company’s reliance on related parties (see Notes 3, 4, and 6), raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company is making efforts to raise equity capital, revitalize the league and market new franchises. However, there can be no assurance that the Company will be successful in accomplishing its objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they may not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation. Operating results for the nine-month period ended November 30, 2019 may not necessarily be indicative of the results that may be expected for the year ending February 29, 2020. The notes to the consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s Form 10-K for the year ended February 28, 2019.
2. Summary of Significant Accounting Policies:
Fair value disclosures – The carrying amounts of the Company’s financial instruments, which consist of cash and cash equivalents, accounts payable and accrued expenses, credit card obligations, and due to related parties, approximate their fair value due to their short term nature or based upon values of comparable instruments.
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Cash and cash equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Revenue recognition - The Company generally uses the accrual method of accounting in these financial statements. However, due to the uncertainty of collecting royalty and franchise fees from the franchisees, USBL recorded these revenues upon receipt of cash consideration paid or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions were recorded at the fair value of the franchise granted or the service received, based on which value was more readily determinable. Upon the granting of the franchise, the Company had performed essentially all material conditions related to the sale.
Income taxes - Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance has been fully provided for the deferred tax asset (approximating $630,000 at February 28, 2019) attributable to the USBL net operating loss carryforward.
As of February 28, 2019, USBL had a net operating loss carryforward of approximately $3,000,000 available to offset future taxable income. The carryforward expires in varying amounts from 2020 to 2039. Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
USBL files Federal and Connecticut income tax returns using a December 31 fiscal year. The last returns filed were for the year ended December 31, 2015.
Estimates – The preparation of 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 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 reported period. Actual results could differ from those estimates.
Stock-based compensation – Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” No stock options were granted for the periods presented and none are outstanding at November 30, 2019.
Earnings (loss) per share – ASC 260, “Earnings Per Share”, establishes standards for computing and presenting earnings (loss) per share (EPS). ASC 260 requires dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or convertible securities were exercised or converted into common stock. The Company did not include the 1,105,679 shares of convertible preferred stock in its calculation of diluted loss per share for the three and nine months ended November 30, 2019 and 2018 as the result would have been antidilutive.
Comprehensive income – Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Comprehensive income (loss) was equivalent to net income (loss) for all periods presented.
3. | Accounts Payable and Accrued Expenses |
Accounts payable and accrued expenses consisted of:
November 30, 2019 | February 28, 2019 | |||||||
(Unaudited) | ||||||||
Legal and accounting services’ vendors | $ | 67,161 | $ | 66,112 | ||||
Transfer agent and EDGAR agent | 8,660 | 12,462 | ||||||
Rent due Genvest, LLC (an entity controlled by the two officers of USBL) | 141,000 | 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 officers of USBL) | 2,725 | 2,725 | ||||||
Other | 777 | 777 | ||||||
Total | $ | 233,885 | $ | 227,638 |
4. | Due to Related Parties |
November 30, 2019 | February 28, 2019 | |||||||
(Unaudited) | ||||||||
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand | $ | 1,324,689 | $ | 1,314,289 | ||||
USBL loans payable to the two officers of USBL, interest at 6%, due on demand | 569,317 | 558,017 | ||||||
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. | 45,000 | 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. (“MCI”), non-interest bearing, due on demand | 159,275 | 159,723 | ||||||
Total | 2,155,883 | 2,134,379 | ||||||
| ||||||||
For the six months ended August 31, 2019 and 2018, interest due under the related party loans was waived by the respective lenders. |
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5. |
Stockholders’ Equity |
Each share of common stock has one vote. Each share of preferred stock has five votes, is entitled to a 2% non-cumulative annual dividend, and is convertible at any time into one share of common stock. |
6. | Related Party Transactions |
For the three months ended November 30, 2019 and 2018 and for the nine months ended November 30, 2019 and 2018, USBL included in operating expenses, rent incurred to Genvest, LLC totaling $3,000, $3,000, $9,000, and $9,000, respectively. |
7. |
Commitments and Contingencies |
Occupancy Agreement
In September 2007, the Company moved its office to a building owned by Genvest LLC, an entity 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 November 30, 2019 and February 28, 2019, accounts payable and accrued expenses included accrued rent payable to Genvest totaling $142,000 and $132,000, respectively. |
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Item 2. | Management’s Discussion and Analysis OF FINANCIAL CONDITION AND RESULTS of Operation. |
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.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
The Company generally uses the accrual method of accounting. However, due to the uncertainty of collecting royalty and franchise fees from the franchisees, the USBL recorded these revenues upon receipt of cash consideration paid or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions were recorded at the fair value of the franchise granted or the service received, based on which value was more readily determinable. Upon the granting of the franchise, the Company had performed essentially all material conditions related to the sale.
THREE MONTHS ENDED NOVEMBER 30, 2019 AS COMPARED TO NOVEMBER 30, 2018
For the three months ended November 30, 2019 and 2018, the Company had no franchise fees or advertising revenues as a result of the cancellation of its seasons from 2008 through 2019.
Operating expenses decreased $9,139 from $17,381 for the three months ended November 30, 2018 to $8,242 for the three months ended November 30, 2019. The decrease in operating expenses was due to lower professional fees ($4,988), lower transfer agent and EDGAR agent fees ($665), lower travel and promotion $592, and lower other operating expenses ($181). In the three months ended November 30, 2019, the Company made one periodic SEC filing: the August 31, 2019 Form 10-Q.
Other income (expenses), net, was $0 in 2019 compared to ($588) in 2018.
Net loss for the three months ended November 30, 2019 was $8,242 as compared to net loss of $17,969 for the three months ended November 30, 2018. The $9,727 decrease in 2019 was due primarily to the $9,139 decrease in operating expenses.
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NINE MONTHS ENDED NOVEMBER 30, 2019 AS COMPARED TO NOVEMBER 30, 2018
For the nine months ended November 30, 2019 and 2018, the Company had no franchise fees or advertising revenues as a result of the cancellation of its seasons from 2008 through 2019.
Operating expenses decreased $27,523 from $53,840 for the nine months ended November 30, 2018 to $26,317 for the nine months ended November 30, 2019. The decrease in operating expenses was due to lower professional fees ($15,890), lower transfer agent and EDGAR agent fees ($2,133), and lower travel and promotion ($1,180) offset by lower other operating expenses ($474). In the nine months, the Company made three (3) periodic SEC filings: the February 28, 2019 Form 10-K, the May 31, 2019 Form 10-Q, and the August 31, 2019 Form 10-Q. In the nine months ended November 30, 2018, the Company made four (4) periodic SEC filings: The November 30, 2017 Form 10-Q, the February 28, 2018 Form 10-K, the May 31, 2018 Form 10-Q, and the August 31, 2018 Form 10-Q.
Other expenses, net, was $0 in 2019 compared to $763 in 2018.
Net loss for the nine months ended November 30, 2019 was $26,317 as compared to net loss of $54,603 for the nine months ended November 30, 2018. The $28,286 decrease in net loss was due to the $27,523 decrease in operating expenses and the $763 decrease in other expenses, net.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash of $642 and a working capital deficit of $2,394,253 at November 30, 2019. The Company's statement of cash flows for the nine months ended November 30, 2019 reflects cash provided in operating activities of $26,317, which results primarily from the $26,317 net loss offset by the $6,247 increase in accounts payable and accrued expenses. Net cash provided by financing activities was $21,504 in 2019 compared to $37,250 in 2018.
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. At the current time, the Company has no definitive plan as to how to raise additional capital and schedule a 2020 season.
12 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable
ITEM 4. | CONTROLS AND PROCEDURES. |
Under the supervision and with the participation of our management, including our principal executive and financial officers, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2019 and, based on such evaluation, our principal executive and financial officers have concluded that these controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures.
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OTHER INFORMATION
ITEM 6. | EXHIBITS. |
Exhibit No.: |
Description: |
31.1* | Certification of President (principal executive officer) |
31.2* |
Certification of Chief Financial Officer (principal financial officer) |
32*
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE
*
|
XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Document XBRL Taxonomy Extension Definitions Document XBRL Taxonomy Extension Labels Document XBRL Taxonomy Extension Presentations Document
Filed herewith
|
14 |
SIGNATURES
Pursuant to the requirements 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.
Date: February 11, 2019 | By: /s/ Daniel T. Meisenheimer, III | |
Daniel T. Meisenheimer III | ||
Chairman and President | ||
Date: February 11, 2019 | By: /s/ Richard C. Meisenheimer | |
Richard C. Meisenheimer | ||
Chief Financial Officer and | ||
Director | ||
15 |
I, Daniel T. Meisenheimer, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 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(s) 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(s) 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. |
Date: February 11, 2020
/s/ Daniel T. Meisenheimer, III _
Daniel T. Meisenheimer, III
President (principal executive officer)
I, Richard C. Meisenheimer, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of 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(s) 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(s) 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. |
Date: February 11, 2020
/s/ Richard C. Meisenheimer
Richard C. Meisenheimer
Chief Financial Officer
(principal financial officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of United States Basketball League, Inc. on Form 10-Q for the quarterly period ended November 30, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such quarterly report on Form 10-Q fairly presents in all material respects the financial condition and results of operation of United States Basketball League, Inc.
Date: February 11, 2020
/s/ Daniel T. Meisenheimer IIII
Daniel T. Meisenheimer III
President
Date: February 11, 2020
/s/ Richard C. Meisenheimer
Richard C. Meisenheimer
Chief Financial Officer
Commitments and Contingencies (Details Textual) - USD ($) |
1 Months Ended | ||
---|---|---|---|
Mar. 31, 2008 |
Nov. 30, 2019 |
Feb. 28, 2019 |
|
Occupancy Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Proceeds from Rents Received | $ 1,000 | ||
Genvest Llc [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued Rent | $ 142,000 | $ 132,000 |
BALANCE SHEETS - USD ($) |
Nov. 30, 2019 |
Feb. 28, 2019 |
---|---|---|
CURRENT ASSETS: | ||
Cash | $ 642 | $ 295 |
Total current assets | 642 | 295 |
Total assets | 642 | 295 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 233,885 | 227,638 |
Credit card obligations | 5,127 | 6,215 |
Due to related parties | 2,155,883 | 2,134,379 |
Total current liabilities | 2,394,895 | 2,368,232 |
Total Liabilities | 2,394,895 | 2,368,232 |
STOCKHOLDERS' DEFICIENCY | ||
Common stock, $0.01 par value; 30,000,000 shares authorized; issued 3,552,502 and 3,552,502 shares, respectively | 35,525 | 35,525 |
Preferred stock, $0.01 par value; 2,000,000 shares authorized; 1,105,679 shares issued and outstanding | 11,057 | 11,057 |
Additional paid-in-capital | 2,679,855 | 2,679,855 |
Deficit | (5,078,236) | (5,051,920) |
Treasury stock, at cost; 39,975 shares | (42,454) | (42,454) |
Total stockholders' deficiency | (2,394,253) | (2,367,937) |
Total liabilities and stockholders' deficiency | $ 642 | $ 295 |
STATEMENTS OF CASH FLOWS - USD ($) |
9 Months Ended | |
---|---|---|
Nov. 30, 2019 |
Nov. 30, 2018 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (26,317) | $ (54,603) |
Change in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 6,247 | 16,210 |
Credit card obligations | (1,088) | 868 |
Net cash used in operating activities | (21,158) | (37,525) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Increase (decrease) in due to related parties | 21,504 | 37,250 |
Net cash provided by financing activities | 21,504 | 37,250 |
NET INCREASE (DECREASE) IN CASH | 346 | (275) |
CASH, beginning of period | 295 | 330 |
CASH, end of period | 642 | 55 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 763 |
Income tax paid | $ 0 | $ 0 |
Stockholders' Equity |
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Nov. 30, 2019 | |||||||
Stockholders' Equity Note [Abstract] | |||||||
Stockholders' Equity [Text Block] |
|
Accounts Payable and Accrued Expenses (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Nov. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] |
|
Accounts Payable and Accrued Expenses (Details) - USD ($) |
Nov. 30, 2019 |
Feb. 28, 2019 |
---|---|---|
Payables and Accruals [Abstract] | ||
Legal and accounting services' vendors | $ 67,161 | $ 66,112 |
Transfer agent and EDGAR agent | 8,660 | 12,462 |
Rent due Genvest, LLC (an entity controlled by the two officers of USBL) | 141,000 | 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 officers of USBL) | 2,725 | 2,725 |
Other | 777 | 777 |
Total | $ 233,885 | $ 227,638 |
Summary of Significant Accounting Policies (Details Textual) - USD ($) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Nov. 30, 2019 |
Nov. 30, 2019 |
Feb. 28, 2019 |
|
Accounting Policies [Abstract] | |||
Deferred Tax Assets, Valuation Allowance | $ 630,000 | ||
Operating Loss Carryforwards | $ 3,000,000 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,105,679 | 1,105,679 |
Due to Related Parties |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Nov. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due to Related Parties [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due to Related Parties [Text Block] |
|
Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
---|---|
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] |
Fair value disclosures – The carrying amounts of the Company’s financial instruments, which consist of cash and cash equivalents, accounts payable and accrued expenses, credit card obligations, and due to related parties, approximate their fair value due to their short term nature or based upon values of comparable instruments. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition - The Company generally uses the accrual method of accounting in these financial statements. However, due to the uncertainty of collecting royalty and franchise fees from the franchisees, USBL recorded these revenues upon receipt of cash consideration paid or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions were recorded at the fair value of the franchise granted or the service received, based on which value was more readily determinable. Upon the granting of the franchise, the Company had performed essentially all material conditions related to the sale. |
Income Tax, Policy [Policy Text Block] | Income taxes - Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance has been fully provided for the deferred tax asset (approximating $630,000 at February 28, 2019) attributable to the USBL net operating loss carryforward.
As of February 28, 2019, USBL had a net operating loss carryforward of approximately $3,000,000 available to offset future taxable income. The carryforward expires in varying amounts from 2020 to 2039. Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
USBL files Federal and Connecticut income tax returns using a December 31 fiscal year. The last returns filed were for the year ended December 31, 2015. |
Use of Estimates, Policy [Policy Text Block] | Estimates – The preparation of 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 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 reported period. Actual results could differ from those estimates. |
Share-based Compensation, Option and Incentive Plans, Director Policy [Policy Text Block] | Stock-based compensation – Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” No stock options were granted for the periods presented and none are outstanding at November 30, 2019. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) per share - ASC 260, “Earnings Per Share”, establishes standards for computing and presenting earnings (loss) per share (EPS). ASC 260 requires dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or convertible securities were exercised or converted into common stock. The Company did not include the 1,105,679 shares of convertible preferred stock in its calculation of diluted loss per share for the three and nine months ended November 30, 2019 and 2018 as the result would have been antidilutive. |
Comprehensive Income Policy [Policy Text Block] | Comprehensive income – Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Comprehensive income (loss) was equivalent to net income (loss) for all periods presented. |
Related Party Transactions (Details Textual) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Nov. 30, 2019 |
Nov. 30, 2018 |
Nov. 30, 2019 |
Nov. 30, 2018 |
|
Related Party Transactions [Abstract] | ||||
Other Cost and Expense, Operating | $ 9,000 | $ 9,000 | $ 3,000 | $ 3,000 |
7/XB+/X#4$L#!!0 ( $%O2U 3T$R90@( +P' 8 >&PO
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ML>P^"EJVG\Z&@P!5^;&H@T)>6S^39]YI]#['?KC\A0]S^RM35=/JX"R-'5%^
MD%RD-&!S"9_L]U[;JV(R.%R,VV[M7@WS %+$:(A3@WLA0HJ CYPAG%6L_NX.1),, 1. Description
of Business and Basis of Presentation: 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 been 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. The seasons from 2008 through
2019, 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. At November 30, 2019, USBL had negative
working capital of $2,394,253, and accumulated losses of $5,078,236. These factors, as well as the Company’s reliance on
related parties (see Notes 3, 4, and 6), raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is making efforts to
raise equity capital, revitalize the league and market new franchises. However, there can be no assurance that the Company will
be successful in accomplishing its objectives. The financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern. The accompanying unaudited financial
statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly,
they may not include all of the information and footnotes required by accounting principles generally accepted in the United States
for complete financial statements. In the opinion of management, the unaudited financial statements reflect all adjustments, which
include only normal recurring adjustments, necessary for a fair presentation. Operating results for the nine-month period ended
November 30, 2019 may not necessarily be indicative of the results that may be expected for the year ending February 29, 2020.
The notes to the consolidated financial statements should be read in conjunction with the notes to the financial statements contained
in the Company’s Form 10-K for the year ended February 28, 2019. For
the three months ended November 30, 2019 and 2018 and for the nine months ended November 30, 2019 and 2018, USBL
included in operating expenses, rent incurred to Genvest, LLC totaling $3,000, $3,000, $9,000, and $9,000, respectively.
Accounts payable and accrued
expenses consisted of: "$Z]E3 FE?9]C8X>:*&/9:-&FS2#R/)$^1L1K:
MT1FV] !:>L]X<]-%8.1T$1PY703W;+IH>V9QV
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M^>#V?U!+ P04 " !!;TM01_"Z6I(" U"0 & 'AL+W=O
1M_1YJGIO6PU'"UQO5+"OAY
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M87"+,PF5G(QY#L:/,J-)$ 02"A\8!&YGN 4I Q'*^#MQTCEE "[/;^QWL7:L
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M%)WR#Z:_A[&>:TK&XG_ !12&ATQ0(S?*Q97DG?-&CRR8BA:OPRZ;N/?#S8Z/
ML&4 'P%\ NRC#AN$8N9WPHLLL:8G=NA]*\(3KP\<>Y,'9VQ%O,/D'7HOV?IZ
ME[!+(!ICCD,,G\=,$0S9)PF^)''D_\'Y,GRSF.$FPC=S=?Z)_G:18!L)MO^4
MN/]0XE+,UP\B;-93#;:*T^1(;KHF3O+,.PWL37Q$]AX^3/M/82O9.'(V'E\V
M]K\TQ@.FLKK"$:KQ@TV&@M*'XP[/=ABSP?"F'7\0F[YQ]A=02P,$% @
M06]+4*G0H/>U 0 T@, !D !X;"]W;W)K/^/0"8">2,DKOFQ,M?J9ZIID4LQ!'+\6#VU=R)>$W.8I4VZLW/O
M3+?*9,]%G)$F2"E^4(S.'VMZ!@%.T.G;WO&T^+$/YJ1"QH1-A%F/0OQJ,;^L%:-N]=E?_
M:_$!F^CU>O2_I4^QWHIVIV-?7'3I6[MGGW
Statement of Financial Position [Abstract]
Common stock, par value
$ 0.01
$ 0.01
Common stock, shares authorized
30,000,000
30,000,000
Common stock, shares issued
3,552,502
3,552,502
Preferred stock, par value
$ 0.01
$ 0.01
Preferred stock, shares authorized
2,000,000
2,000,000
Preferred stock, shares issued
1,105,679
1,105,679
Preferred stock, shares outstanding
1,105,679
1,105,679
Treasury stock, shares
39,975
39,975
9 Months Ended
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description and Basis Of Presentation [Text Block]
9 Months Ended
Related Party Transactions [Abstract]
Related Party Transactions [Text Block]
6.
Related Party Transactions
9 Months Ended
Due to Related Parties [Abstract]
Due To Related Parties [Table Text Block]
November 30, 2019
February 28, 2019
(Unaudited)
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”),
a corporation controlled by the two officers of USBL,
interest at 6%, due on demand
$ 1,324,689
$ 1,314,289
USBL loans payable to the two officers of USBL,
interest at 6%, due on demand
569,317
558,017
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.
45,000
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. (“MCI”),
non-interest bearing, due on demand
159,275
159,723
Total
2,155,883
2,134,379
For the six months ended August 31, 2019 and
2018, interest due under the related party loans was waived by the respective lenders.
Related Party Transaction [Line Items]
Total
$ 2,155,883
$ 2,134,379
Mcreh Loan Payable To President Of Usbl Interest Due On Demand [Member]
Related Party Transaction [Line Items]
Total
4,000
45,000
Usbl Loans Payable To Spectrum Associates Inc Spectrum [Member]
Related Party Transaction [Line Items]
Total
1,324,689
1,314,289
Usbl Loans Payable To Two Officers Of Usbl [Member]
Related Party Transaction [Line Items]
Total
569,317
558,017
Mcreh Note Payable To President Of Usbl [Member]
Related Party Transaction [Line Items]
Total
45,000
4,000
MCREH loan payable to Spectrum, non-interest bearing, due on demand [Member]
Related Party Transaction [Line Items]
Total
4,500
Mcreh Loan Payable To Meisenheimer Capital Inc [Member]
Related Party Transaction [Line Items]
Total
159,275
159,973
Usbl Loans Payable To Daniel T Meisenheimer Jr Trust [Member]
Related Party Transaction [Line Items]
Total
$ 48,850
$ 48,850
9 Months Ended
Document And Entity Information [Abstract]
Document Type
10-Q
Amendment Flag
false
Document Period End Date
Nov. 30, 2019
Document Fiscal Year Focus
2019
Document Fiscal Period Focus
Q3
Entity Registrant Name
UNITED STATES BASKETBALL LEAGUE INC
Entity Central Index Key
0000764630
Current Fiscal Year End Date
--02-28
Entity Filer Category
Non-accelerated Filer
Entity Common Stock, Shares Outstanding
3,512,527
Entity Current Reporting Status
Yes
Entity Emerging Growth Company
false
Entity Small Business
false
Entity Interactive Data Current
Yes
Entity Incorporation State Country Code
DE
Entity File Number
1-15913
Entity Shell Company
false
Beginning balance, shares at Feb. 27, 2018
3,552,502
1,105,679
2,679,855
(5,051,920)
39,975
2,367,937
Beginning balance, value at Feb. 27, 2018
$ 35,525
$ 11,057
$ (42,454)
Net loss
$ (26,316)
$ (26,316)
Ending balance, shares at Nov. 30, 2019
3,552,502
1,105,679
2,679,855
(5,078,236)
39,975
Ending balance, value at Nov. 30, 2019
$ 35,525
$ 11,057
$ (42,454)
$ (2,394,253)
9 Months Ended
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]
3. Accounts Payable and Accrued Expenses
November 30, 2019
February 28, 2019
(Unaudited)
Legal and accounting services’ vendors
$ 67,161
$ 66,112
Transfer agent and EDGAR agent
8,660
12,462
Rent due Genvest, LLC (an entity controlled by the
two officers of USBL)
141,000
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 officers of USBL)
2,725
2,725
Other
777
777
Total
$ 233,885
$ 227,638
3 Months Ended
Stockholders' Equity Note [Abstract]
Preferred Stock, Dividend Rate, Percentage
2.00%
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M5+:TK1K9PX*,O,0M9FXOGI,41?VR(R1Q;3/2^C_S$@)XS9EZO2^5R^1<=H$^
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