SHOREPOWER TECHNOLOGIES INC. - Quarter Report: 2013 November (Form 10-Q)

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, 2013

¨ 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	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

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)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of January 13, 2014, there were 3,512,527 shares of Common Stock, $.01 par value per share, outstanding.

UNITED STATES BASKETBALL LEAGUE, INC.

INDEX

		PAGE

PART I.	FINANCIAL INFORMATION	3

Item 1.	Unaudited Financial Statements.

	Consolidated Balance Sheets – November 30, 2013 and February 28, 2013	3

	Consolidated Statements of Operations for the three and nine months ended November 30, 2013 and 2012	4

	Consolidated Statement of Stockholders’ Deficiency for the nine months ended November 30, 2013	5

	Consolidated Statements of Cash Flows for the nine months ended November 30, 2013 and 2012	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	15

PART II.	OTHER INFORMATION	15

Item 6.	Exhibits	15

	2

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	November 30, 2013		February 28, 2013
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	17,738	$	11,642
Marketable equity securities		-		4,106
Due from related parties		-		35,450
Total current assets		17,738		51,198

PROPERTY, NET of accumulated depreciation of $54,468 and $50,574, respectively		222,532		226,426
Total assets	$	240,270	$	277,624

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	180,463	$	186,517
Credit card obligations		12,281		46,295
Due to related parties		2,247,008		2,159,449

Total current liabilities		2,439,752		2,392,261
Total Liabilities		2,439,752		2,392,261
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		(4,883,465)		(4,798,620)
Treasury stock, at cost; 39,975 shares of common stock		(42,454)		(42,454)
Total stockholders’ deficiency		(2,199,482)		(2,114,637)

Total liabilities and stockholders’ deficiency	$	240,270	$	277,624

See notes to consolidated financial statements.

	3

UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Nine Months Ended
	November 30, 2013		November 30, 2012		November 30, 2013		November 30, 2012
REVENUES:
Rental income	$	11,946	$	9,000	$	35,838	$	27,000

OPERATING EXPENSES:
Professional fees		11,851		10,802		41,762		40,578
Salaries		42		8,455		20,032		35,684
Transfer agent and EDGAR agent fees		5,613		2,936		15,117		16,303
Rent		3,000		3,000		9,000		9,000
Travel and promotion		(356)		4,197		3,336		5,549
Depreciation		1,298		1,298		3,894		3,894
Other		6,636		7,287		13,741		35,592
Total operating expenses		28,084		37,975		106,882		146,600

Loss from operations		(16,138)		(28,975)		(71,044)		(119,600)

OTHER INCOME (EXPENSES):
Net gain (loss) from marketable equity securities		-		(11,888)		2,239		(65,445)
Interest expense		(5,002)		(5,703)		(16,040)		(18,662)
Interest income		-		-		-		-

Total other expenses		(5,002)		(17,591)		(13,801)		(84,107)

NET LOSS	$	(21,140)	$	(46,566)	$	(84,845)	$	(203,707)

Loss per common share:
Basic	$	(.01)	$	(.01)	$	(.02)	$	(.06)
Diluted	$	(.01)	$	(.01)	$	(.02)	$	(.06)

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 consolidated financial statements.

	4

UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

Consolidated Statement of Stockholders’ Deficiency

Nine Months Ended November 30, 2013

(Unaudited)

	Common Stock			Preferred Stock			Additional							Total
	Shares			Shares			Paid-in				Treasury Stock			Stockholders’
	Outstanding	Amount		Outstanding	Amount		Capital		Deficit		Shares	Amount		Deficiency

Balance, February 29, 2013	3,552,502	$	35,525	1,105,679	$	11,057	$	2,679,855	$	(4,798,620)	39,975	$	(42,454)	$	(2,114,637)

Net loss	-		-	-		-		-		(84,845)	-		-		(84,845)

Balance, November 30, 2013	3,552,502	$	35,525	1,105,679	$	11,057	$	2,679,855	$	(4,883,465)	39,975	$	(42,454)	$	(2,199,482)

See notes to consolidated financial statements

	5

UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	November 30, 2013		November 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(84,845)	$	(203,707)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation		3,894		3,894
Changes in operating assets and liabilities:
Marketable equity securities		4,106		178,349
Accounts payable and accrued expenses		(6,054)		14,345
Credit card obligations		(34,014)		(46,949)

Net cash used in operating activities		(116,913)		(54,068)

CASH FLOWS FROM FINANCING ACTIVITIES:

Decrease (increase) in due from related parties		35,450		(8,293)
Increase in due to related parties		87,559		69,389

Net cash provided by financing activities		123,009		61,096

NET INCREASE IN CASH AND CASH EQUIVALENTS		6,096		7,028

CASH AND CASH EQUIVALENTS, beginning of period		11,642		4,834

CASH AND CASH EQUIVALENTS, end of period	$	17,738	$	11,862

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	10,962	$	10,962
Income tax paid	$	-	$	-

See notes to consolidated financial statements.

	6

UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited)

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 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 2008, 2009, 2010, 2011, 2012 and 2013 seasons 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.

At November 30, 2013, USBL and its wholly owned subsidiary Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH” and collectively with USBL, the “Company”) had negative working capital of $2,422,014, a stockholders’ deficiency of $2,199,482 and accumulated losses of $4,883,465. These factors, as well as the Company’s reliance on related parties (see Notes 7 and 9), 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 consolidated financial statements do not include any adjustments that might be necessary should the USBL be unable to continue as a going concern.

The accompanying unaudited consolidated 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, 2013 may not necessarily be indicative of the results that may be expected for the year ending February 28, 2014. The notes to the consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-K for the year ended February 29, 2013.

Summary of Significant Accounting Policies:

Principles of consolidation - The accompanying consolidated financial statements include the accounts of USBL and MCREH. All significant intercompany accounts and transactions have been eliminated.

Fair value disclosures – The carrying amounts of the Company’s financial instruments, which consist of cash and cash equivalents, marketable equity securities, due from related parties, 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.

	7

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.

Marketable equity securities – Marketable equity securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investment in marketable equity securities as trading securities. The change in net unrealized holding gain (loss) included in earnings for the three months ended November 30, 2013 and 2012 and for the nine months ended November 30, 2013 and 2012 was $0, $22,001, $(2,059), and $61,630, respectively.

Depreciation expense - Depreciation is computed using the straight-line method over the building’s estimated useful life (approximately 30 years).

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 records these revenues upon receipt of cash consideration paid or the performance of related services by the franchisee. Franchise fees earned in nonmonetary transactions are recorded at the fair value of the franchise granted or the service received, based on which value is more readily determinable. Upon the granting of the franchise, the Company had performed essentially all material conditions related to the sale.

The Company generated advertising revenue from fees for arena signage, tickets, and program and year book advertising space. Advertising revenue was recognized over the period that the advertising space was made available to the user.

Fees charged to teams to allow them to relocate were recognized as revenue upon collection of the fee. Souvenir sales, which were generated on the Company’s web site, were recorded upon shipment of the order. Essentially all orders were paid by credit card.

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 $1,015,000 at February 28, 2013) attributable to the USBL net operating loss carryforward.

As of February 28, 2013, USBL had a net operating loss carryforward of approximately $2,900,000 available to offset future taxable income. The carryforward expires in varying amounts from 2019 to 2033. 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.

	8

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 reporting period. Actual results could differ from those estimates.

Advertising costs - Advertising costs are expensed as incurred.

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 during 2013 and 2012 and none are outstanding at November 30, 2013.

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, 2013 and 2012 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.

Reclassifications – Certain prior period expenses have been reclassified to conform to the current period’s presentation.

3.

Marketable Equity Securities

At February 28, 2013, marketable equity securities consisted of:

				Fair
				Value and
				Carrying
Security	Shares	Cost		Value
Seafarer Exploration Corp. (SFRX)	152,064	$	2,047	$	4,106

Total		$	2,047	$	4,106

As discussed in Note 2, the Company has classified its investment in marketable equity securities as trading securities. All fair value measurements are based on Level 1 inputs (i.e., closing trading prices of respective marketable equity securities).

	9

Gain (loss) on marketable equity securities consisted of:

	Nine Months Ended
	November 30,
	(Unaudited)
	2013		2012

Realized net gain (loss)	$	4,298	$	(127,075)
Unrealized net gain (loss)		(2,059)		61,630

Net gain (loss)	$	2,239	$	(65,445)

Commencing March 2012, the Company began the process of selling its marketable equity securities pursuant to a plan to liquidate substantially all of such securities as market conditions allow.

	4.	Due From Related Parties

Due from related parties consist of:

	November 30,		February 28,
	2013		2013
	(Unaudited)

USBL receivable from Meisenheimer Capital, Inc. (“MCI”), controlling stockholder of USBL, non-interest bearing, due on demand	$	-	$	35,450

Total	$	-	$	35,450

Property, Net

Property, net consists of:

	November 30,		February 28,
	2013		2013
	(Unaudited)

Land	$	121,253	$	121,253
Building		155,747		155,747
Total		277,000		277,000

Accumulated depreciation		(54,468)		(50,574)

Property, net	$	222,532	$	226,426

The property is a commercial building owned by MCREH located in Milford, Connecticut. From June 2008 to December 2010, MCREH had no tenants at the property.

	10

In 2011, Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, entered into an informal agreement to rent available space from MCREH for the purpose of storing surplus material. Under this agreement, Spectrum paid MCREH a total of $12,000 rent for the year ended February 28, 2012.

On February 1, 2012, MCREH executed a Lease Agreement with an unrelated entity (the “Tenant”) to rent the property (on a Net Lease basis) for a term of 11 months from February 1, 2012 to December 31, 2012 at a monthly rent of $3,000. The lease also provided the Tenant an option to renew the lease for two additional periods of one year each at monthly rates of $3,150 (for the year ended December 31, 2013), and $3,300 (for the year ended December 31, 2014). The time period required for renewal of the lease for the year ending December 31, 2014 has expired without MCREH having received written notice from the Tenant of such renewal.

Credit Card Obligations

USBL uses credit cards of related parties to pay for certain travel and promotion expenses. USBL has agreed to pay the credit card balances, including related interest. The credit card obligations bear interest at rates ranging up to 30% and are due in monthly installments of principal and interest.

Due to Related Parties

Due to related parties consist of:

	November 30, 2013		February 28, 2013
		(Unaudited)
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand	$	1,239,289	$	1,262,289
USBL loans payable to the two officers of USBL, interest at 6%, due on demand		527,491		564,500
USBL loan payable to Genvest, LLC (“Genvest”), an entity controlled by the two officers of USBL, non-interest bearing, due on demand		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 trusts for the benefit of 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 a trust for the benefit of 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 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		147,628		-
Total		2,247,008		2,159,449
Less current portion		(2,247,008)		(2,159,449)

Non current portion	$	-	$	-

For the nine months ended November 30, 2013 and 2012, interest due under the USBL loans were waived by the respective lenders.

At November 30, 2013 and February 28, 2013, accounts payable and accrued expenses included accrued interest payable on MCREH notes payable to related parties totaling $77,787 and $69,887, respectively.

	11

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.

Related Party Transactions

For the three months ended November 30, 2013 and 2012 and for the nine months ended November 30, 2013 and 2012, USBL included in other operating expenses, rent payable to Genvest, LLC of $3,000, $3,000, $9,000 and $9,000, respectively.

10.

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 November 30, 2013 and February 28, 2013 accounts payable and accrued expenses included accrued rent payable to Genvest totaling $69,000 and $60,000, respectively.

Cancellation of 2008, 2009, 2010, 2011, 2012 and 2013 Seasons

USBL cancelled its seasons from 2008 through 2013. These cancellations may result in claims and legal actions from franchisees.

Litigation

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.

	12

Item 2.

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

OVERVIEW

It is anticipated that the Company will continue to rely on financial assistance from affiliates. The Meisenheimer family is fully committed to making the Company a profitable operation and also making the League a viable one. 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 additional sales and promotional personnel. As a result, the Company is currently dependent on the efforts of Daniel T. Meisenheimer, III and two other employees for all marketing efforts. Their efforts have not resulted in any substantial increase in the number of franchises. Also, since Mr. Meisenheimer’s stroke last year, he had been unable to devote any material amount of time to the affairs of the Company. The NBA has established a developmental basketball league known as the National Basketball Developmental League (“NBDL”). The Company believes that the establishment of this league, consisting of eight teams, will have no effect on the Company’s season, since the NBDL season as presently constituted runs from November through March. Further, nothing prohibits a NBDL player from playing in the USBL. Accordingly, and as of the present time, the Company does not perceive the NBDL as a competitor. However, with the establishment of the NBDL, it is unlikely that, at least for the present time, the Company can develop any meaningful relationship with the NBA.

THREE MONTHS ENDED NOVEMBER 30, 2013 AS COMPARED TO NOVEMBER 30, 2012

For the three months ended November 30, 2013 and 2012, the Company had no franchise fees or advertising revenues as a result of the cancellation of the 2008, 2009, 2010, 2011, 2012, and 2013 seasons. Rental revenues increased $2,946 from $9,000 in 2012 to $11,946 in 2013 as a result of the increase in monthly rent received from the tenant of the property located on Quirk Road in Milford, Connecticut owned by our subsidiary Meisenheimer Capital Real Estate Holdings, Inc. (“MCREH”).

Operating expenses decreased $9,891 from $37,975 for the three months ended November 30, 2012 to $28,084 for the three months ended November 30, 2013. The decrease in operating expenses was primarily due to lower salaries in 2013.

Net gain (loss) from marketable equity securities improved $11,888 in 2013, from a loss of $11,888 in 2012 to $0 in 2013. The change was due to the fact that the Company completed its liquidation of marketable equity securities in the quarter ended May 31, 2013.

Interest expense decreased $5,002 in 2013, as compared to $5,703 in 2012.

Net loss for the three months ended November 30, 2013 was $21,140 as compared to the net loss of $46,566 for the three months ended November 30, 2012. The decrease is due mainly to the $2,946 increase in rental income and, the $9,891 decrease in operating expenses in 2013, and by the $11,888 decrease in net loss from marketable equity securities in 2013.

	13

NINE MONTHS ENDED NOVEMBER 30, 2013 AS COMPARED TO NOVEMBER 30, 2012

For the nine months ended November 30, 2013 and 2012, the Company had no franchise fees or advertising revenues as a result of the cancellation of the 2008, 2009, 2010, 2011, 2012, and 2013 seasons. Rental revenues increased $8,838 from $27,000 in 2012 to $35,838 in 2013 as a result of the increase in monthly rent received from the tenant of the property located at Quirk Road in Milford, Connecticut.

Operating expenses decreased $39,718 from $146,600 for the nine months ended November 30, 2012 to $106,882 for the nine months ended November 30, 2013. The decrease in operating expenses was primarily due to lower salaries ($15,652), lower automobile expenses ($5,339), and lower bank charges ($3,617) in 2013 and the reversal of $8,075 old accounts payable in 2013.

Net gain (loss) from marketable equity securities improved $67,684 from a loss of $65,445 in 2012 to a gain of $2,239 in 2013. The change was due primarily to realized losses related to the sale of the Company’s holdings in Seafarer Exploration Corp. (SFRX) and Pacific Rim Mining Corporation (PMV) in 2012.

Interest expense decreased to $16,040 in 2013, as compared to $18,662 in 2012.

Net loss for the nine months ended November 30, 2013 was $84,845 as compared to the net loss of $203,707 for the nine months ended November 30, 2012. The decrease is due mainly to the $8,838 increase in rental income, the $39,718 decrease in operating expenses, and the $67,684 improvement in net gain (loss) from marketable equity securities in 2013.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $17,738 and a working capital deficit of $2,422,014 at November 30, 2013. The Company's statement of cash flows for the nine months ended November 30, 2013 reflects cash used in operating activities of $116,913, which results primarily from the $84,845 net loss as well as the pay down of credit card obligations. Net cash provided by financing activities was $123,009 in 2013 compared to $61,096 in 2012.

The Company expects it will continue to have to rely on affiliates for loans and revenues 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 2014 season.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

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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, 2013 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, 2013 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.

PART II

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		Certification pursuant to 18 U.S.C. Section 1350 adopted 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 Extension Calculation Document*
101.DEF		XBRL Taxonomy Extension Definitions Document*
101.LAB		XBRL Taxonomy Extension Labels Document*
101.PRE		XBRL Taxonomy Extension Presentations Document*

*		Filed herewith

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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 on the 17th day of January, 2014.

	UNITED STATES BASKETBALL LEAGUE,
	INC.

	By:	/s/ Daniel T. Meisenheimer III
		Daniel T. Meisenheimer III
		Chairman and President
		(Principal executive officer)

	By:	/s/ Richard C. Meisenheimer
		Richard C. Meisenheimer
		Chief Financial Officer and
		Director
		(Principal financial officer)

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EXHIBIT INDEX

31.1		Certification of President (principal executive officer)*

31.2		Certification of Chief Financial Officer (principal financial officer)*

32		Certification pursuant to 18 U.S.C. Section 1350 adopted 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 Extension Calculation Document*
101.DEF		XBRL Taxonomy Extension Definitions Document*
101.LAB		XBRL Taxonomy Extension Labels Document*
101.PRE		XBRL Taxonomy Extension Presentations Document*

*		Filed herewith

	17