UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                   FORM 10-QSB

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


                For the Three Months Ended Commission File Number

                             August 31, 2004 1-15913


                      UNITED STATES BASKETBALL LEAGUE, INC.
                                  46 Quirk Road
                           Milford, Connecticut 06460
                                Tel: 203-877-9501


                 Delaware                               06-1120072
          (State of Incorporation)          (I.R.S. Employer Identification No.)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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 [ ]

As of October 19, 2004, the latest practicable date, there were 3,485,502 shares
of Common Stock, $.01 par value per share, issued and outstanding.

Transitional Small Business Disclosure Format (check one):  Yes  [  ]    No  [x]





<PAGE>


                      UNITED STATES BASKETBALL LEAGUE, INC.

                                      INDEX

                                                                            PAGE

PART I.           FINANCIAL INFORMATION

Item 1.           Unaudited Financial Statements:

         Consolidated Balance Sheets - August 31, 2004
         and February 29, 2004................................................3

         Consolidated Statements of Operations for the
         Three Months Ended August 31, 2004 and 2003 and
         Six Months Ended August 31, 2004 and 2003............................4

         Consolidated Statement of Stockholders'
         Deficiency...........................................................5

         Consolidated Statements of Cash Flows for the
         Six Months Ended August 31, 2004 and 2003 ...........................6

         Notes to Consolidated Financial Statements ..........................7

Item 2.    Management's Discussion and Analysis or Plan of Operation  ........11

Item 3.    Controls and Procedures ...........................................12

PART II.   OTHER INFORMATION .................................................13


                                       2

<PAGE>


PART I-  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------


<TABLE>
<CAPTION>
                                                                                      August 31,            February 29,
                                                                                         2004                   2004
                                                                                         ----                   ----

                                                                                <c>                  <c>
ASSETS                                                                                (Unaudited)
------

CURRENT ASSETS:
         Cash                                                                       $       7,027        $         16,098
         Due from affiliates                                                              115,823                 101,751
         Inventory                                                                         17,147                  17,147
         Prepaid expenses & other current assets                                              600                     600
                                                                                       -----------             -----------
Total current assets                                                                      140,597                 135,596

PROPERTY AND PLANT, NET                                                                    271,922                 273,154
                                                                                       -----------             -----------
Total assets                                                                          $   412,519         $       408,750
                                                                                       ===========             ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:
         Accounts payable and accrued expenses                                        $   256,256         $       146,310
         Due to affiliates                                                                218,500                 151,367
         Due to stockholders                                                              261,641                 278,433
         Current portion of mortgage payable                                                9,059                   8,746
                                                                                       -----------             -----------
Total current liabilities                                                                 745,456                 584,856
MORTGAGE PAYABLE                                                                           98,365                 102,895
NOTE PAYABLE                                                                               50,000                  50,000

STOCKHOLDERS' DEFICIENCY
         Common stock, $0.01 par value 30,000,000 shares
           authorized; 3,485,502 shares issued and outstanding                             34,855                  34,855
         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                                                     2,627,192               2,627,192
         Deficit                                                                       (3,111,952)             (2,959,651)
         Treasury stock, at cost; 39,975 shares                                           (42,454)                (42,454)
                                                                                       -----------             -----------
Total stockholders' deficiency                                                           (481,302)               (329,001)
                                                                                       -----------             -----------

Total liabilities and stockholders' deficiency                                        $   412,519         $       408,750
                                                                                       ===========             ===========

</TABLE>


See notes to consolidated financial statements

                                        3

<PAGE>








              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED                          SIX MONTHS ENDED
                                                         ------------------                         ------------------

                                                   August 31,         August 31,               August 31,        August 31,
                                                      2004               2003                     2004              2003
                                                      ----               ----                     ----              ----


                                             <c>               <c>                       <c>               <c>
REVENUES:
   Initial franchise fees                       $       25,000     $      45,000            $      50,000      $     110,000
   Continuing franchise fees                           101,250            72,500                  243,255            171,700
   Sponsorship/advertising                              20,000            45,000                   30,000             50,000
   Other                                                12,647            11,450                   28,178             28,202
                                                --------------     -------------            --------------     -------------
                                                       158,897           173,950                  351,433            359,902
                                                --------------     -------------            --------------     -------------

OPERATING EXPENSES:
   Consulting                                           54,400            57,350                  108,390            123,697
   Team expenses                                        30,283             2,700                   33,133              9,990
   Referee fees                                         39,095            21,500                   62,545             54,200
   Salaries                                             11,399            14,700                   26,099             29,400
   Travel and Promotion                                101,285            50,508                  179,118            108,013
   Depreciation                                            616             1,282                    1,232              1,282
   Other                                                47,950            11,983                   82,276             43,283
                                                --------------     -------------            -------------      -------------

                                                       285,028           160,023                  492,793            369,865
                                                --------------     -------------            -------------      -------------

(Loss) Income from operations                         (126,131)           13,927                 (141,360)            (9,963)
                                                --------------     -------------            -------------      -------------


OTHER INCOME (EXPENSES):
   Interest expense                                     (3,329)           (4,751)                 (10,982)            (6,661)
   Interest income                                          35                21                       41                 53
                                                --------------     -------------            -------------      -------------
                                                        (3,294)           (4,730)                 (10,941)            (6,608)

NET (LOSS) INCOME                               $     (129,425)     $      9,197            $    (152,301)     $     (16,571)
                                                --------------     -------------            -------------     --------------

NET (LOSS) INCOME
PER SHARE                                       $        (.04)     $           -            $       (.04)      $           -
                                                --------------     -------------            -------------      -------------


WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING                                   3,445,527         3,445,527                3,445,527          3,445,527
                                                =============      =============            =============      =============

</TABLE>


See notes to consolidated financial statements

                                       4


<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
               --------------------------------------------------

<TABLE>
<CAPTION>


                                               Common Stock                      Preferred Stock
                                    ---------------------------------   --------------------------------

                                                                                                                 Additional
                                         Shares                              Shares                               Paid-in
                                      Outstanding          Amount         Outstanding          Amount             Capital
                                      -----------        ---------      --------------        --------            -------
<S>                                   <C>                 <C>             <C>                <C>               <C>

Balance March 1, 2004                   3,485,502           $34,855         1,105,679           $11,057         $2,627,192

Net Loss                                        -                 -                 -                 -                  -
                                        ---------          --------         ---------          --------         ----------

Balance August 31, 2004                 3,485,502         $  34,855         1,105,679         $  11,057         $2,627,192
                                        =========         =========         =========         =========         ==========



<CAPTION>
                                                                            Total
                                                         Treasury       Stockholders'
                                         Deficit          Stock          Deficiency
                                         -------       -----------    ---------------


<S>                                   <C>                 <C>             <C>
Balance March 1, 2004                 $(2,959,651)        $ (42,454)       $ (329,001)

Net Loss                                 (152,301)               -           (152,301)
                                        ---------          --------         ---------

Balance August 31, 2004               $(3,111,952)        $ (42,454)       $ (481,302)
                                      ===========          ========         =========
</TABLE>


See notes to consolidated financial statements


                                       5

<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                            SIX MONTHS ENDED
                                                                                            ----------------

                                                                                    August 31,            August 31,
                                                                                       2004                  2003
                                                                                       ----                  ----
<S>                                                                        <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                           $       (152,301)    $        (16,571)
                                                                             -----------------    -----------------
          Adjustments to reconcile net loss to net cash
          (used in) provided by operating activities:
                  Depreciation                                                          1,232                1,282
                  Increase in liabilities:
                    Accounts payable and accrued expenses                             109,946               28,957
                                                                             ----------------     ----------------
                                                                                      111,178               30,239
                                                                             ----------------     ----------------
          Net cash (used in) provided by operating activities                         (41,123)              13,668
                                                                             ----------------     ----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
          Payments from (to) affiliates                                                53,061               (4,360)
          Decrease in stockholders' loans                                             (16,792)              (3,691)
          Repayment of mortgage payable                                                (4,217)              (1,982)
                                                                             -------------------  ----------------
                  Net cash provided by (used in) financing
                  activities                                                           32,052              (10,033)
                                                                             -----------------    ----------------

NET (DECREASE) INCREASE IN CASH                                                        (9,071)               3,635

CASH AND CASH EQUIVALENTS,
          beginning of period                                                          16,098                  868
                                                                             -----------------    ----------------

CASH AND CASH EQUIVALENTS,
          end of period                                                      $          7,027     $          4,503
                                                                             ================     ================

</TABLE>


See notes to consolidated financial statements

                                       6


<PAGE>



              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                        SIX MONTHS ENDED AUGUST 31, 2004
                        --------------------------------



1)       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

         The United States Basketball League, Inc. (the "USBL" or the "Company")
         operates a professional  summer  basketball  league through  franchises
         located in the United States.

         The  Company  has  incurred  an  accumulated  deficit of  approximately
         $3,112,000.  In  addition,  the  USBL's  reliance  on both  substantial
         non-cash transactions and related parties (see Notes 6 and 7) create an
         uncertainty as to the USBL'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 USBL  will be  successful  in  accomplishing  its  objectives.
         Because of the uncertainties  surrounding the ability of the Company to
         continue its operations, there is substantial doubt about the Company's
         ability to continue as a going concern. The 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  of  America  for  complete
         financial  statements.  In the opinion of management,  all  adjustments
         consisting of a normal and recurring nature considered  necessary for a
         fair  presentation  have  been  included.  Operating  results  for  the
         three-month  and  six-month  periods  ended  August  31,  2004  may not
         necessarily  be  indicative of the results that may be expected for the
         year ended February 28, 2005. 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-KSB for the
         year ended February 29, 2004.

2)       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION - The accompanying  consolidated  financial
         statements  include the accounts of the subsidiary in which the Company
         has  voting  control.  All  significant   inter-company   accounts  and
         transactions have been eliminated.

         CASH AND CASH  EQUIVALENTS  - The Company  considers  all highly liquid
         debt  instruments  purchased with a maturity of three months or less to
         be cash and/or cash equivalents.

         INVENTORY  -  Inventory  consists  of USBL  trading  cards,  basketball
         uniforms,  sporting equipment and printed promotional material. Certain
         inventory was obtained  through  barter  transactions  whereby the USBL
         granted  suppliers  various   advertising  space  (print)  and  airtime
         (television) in return for the supplier's products.  These transactions
         were accounted for based upon the fair value of the assets and services
         involved in the transactions.

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

                                       7
<PAGE>

         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,  the USBL  records  these  revenues  upon  receipt of cash
         consideration  paid  or the  performance  of  related  services  by the
         franchisee.  Franchise  fees earned in  non-monetary  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 has performed  essentially  all
         material  conditions  related to the sale.  The offering price of a new
         franchise at August 31, 2004 and August 31, 2003 was $300,000.

         The Company generates  advertising revenue from fees for arena signage,
         tickets,  and  program  and year book  advertising  space.  Advertising
         revenue  is  recognized  at the  time  the  advertising  space  is made
         available to the user.

         Fees  charged  to teams to allow them to  relocate  are  recognized  as
         revenue upon collection of the fee. Souvenir sales, which are generated
         on the  Company's  web site,  are recorded  upon shipment of the order.
         Essentially all orders are 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 assets
         (approximating   $713,000)   resulting  from  the  net  operating  loss
         carryforward.

         As  of  August  31,  2004,  a  net  operating  loss   carryforward   of
         approximately $1,850,000 is available through August 31, 2024 to offset
         future taxable income.

         ESTIMATES - The preparation of financial  statements in conformity with
         generally accepted  accounting  principles  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 and were
         approximately  $53,600 and $50,900 for the six months  ended August 31,
         2004 and August 31, 2003  respectively.  Advertising  costs include the
         value of radio air time received as  consideration  for franchise fees.
         The value of this  advertising is based upon the standard  market price
         of air time available to third party entities.

         STOCK-BASED  COMPENSATION - The Company  applies APB Opinion No. 25 and
         related  interpretations in accounting for stock-based  compensation to
         employees.  Stock  compensation to non-employee is accounted for a fair
         value in  accordance  with FASB  Statement  No.  123.  "Accounting  for
         Stock-Based  Compensation"  ("SFAS 123"). No options were issued during
         2004 and 2003.

         EARNINGS (LOSS) PER SHARE - Statement of Financial Accounting Standards
         No. 128, "Earnings Per Share" (SFAS No. 128) establishes  standards for
         computing and presenting  earnings (loss) per share (EPS). SFAS No. 128
         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.  Basic and dilutive EPS were
         equivalent  for all  periods  presented  as the effect of common  stock
         equivalents was antidilutive or immaterial.

                                       8
<PAGE>


         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  loss  was
         equivalent to net loss for all periods presented.

         REFEREE FEES - The Company's  principal  obligation under the franchise
         agreements is to provide referees for the league.

3.       PROPERTY AND PLANT

<TABLE>
<CAPTION>


         Property and plant consist of the following:

                                                                       August 31,
                                                                          2004
                                                                          ----
<S>                                                                   <C>

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

         Accumulated depreciation                                          5,078
                                                                        --------

                                                                        $271,922
                                                                        ========
</TABLE>


         The Company leases a portion of its space, acquired on May 31, 2003, to
         unrelated third parties on a  month-to-month  basis.  Rental income was
         $24,900 for the six months ended August 31, 2004.


4.       MORTGAGE PAYABLE

         The  mortgage  bears  interest  at 7.06% per annum,  payable in monthly
         installments  of $1,362  through July 2008,  and provides for a balloon
         payment approximating $67,800 in August 2008.

          The  mortgage  is  guaranteed  by  the  Company's   officers.   Future
maturities of the mortgage are as follows:

<TABLE>
<CAPTION>


         YEARS ENDING FEBRUARY 28
         -----------------------------------------------------------------------

                                                                     <c>
2005                                                                      $8,700
2006                                                                       9,400
2007                                                                      10,100
2008                                                                      10,800
2009                                                                      72,500

</TABLE>

5.       NOTE PAYABLE

         The note payable,  due to a member of the  Meisenheimer  family,  bears
         interest  at 6% per annum,  payable  annually,  with  principal  due on
         December 31, 2006.

6.       RELATED PARTY TRANSACATIONS

         The Company has entered into the  following  transactions  with related
         parties:



                                       9
<PAGE>

         a.       The USBL's president,  personally,  through family members and
                  other  entities  controlled  by the family (the  "Meisenheimer
                  Group"), controls approximately 81% of the USBL's common stock
                  and 100% of the Company's preferred stock.

         b.       As of August 31, 2004, amounts due to stockholders,  including
                  interest,  is  approximately  $261,600.  This amount  includes
                  loans totaling $144,000 bearing interest at 6% per annum.

         c.       Included in revenues are amounts from various  related parties
                  affiliated  with  the  Meisenheimer   Group  of  approximately
                  $105,000 and $157,400 for the six months ended August 31, 2004
                  and  2003,   respectively.   These  revenues  include  initial
                  franchise  fees,  continuing  franchise  fees, and advertising
                  fees.

         d.       Consulting  fees  included  $90,000 for  both the  six  months
                  ended  August 31, 2004  and  August 31,  2003 for   consulting
                  and management services provided by Meisenheimer Capital, Inc.
                  ("MCI").

         e.       Amounts  included  in due to  affiliates  in the  accompanying
                  consolidated balance sheet represent advances from the accrued
                  charges due to members of the Meisenheimer Group. Such amounts
                  are non-interest bearing and have no specified due date.


7.       NON-CASH TRANSACTIONS

         The  Company  received   $125,000  and  $140,000  of  consulting  fees,
         promotional  services,  and expense  reimbursements in lieu of cash, as
         consideration for franchise fees and advertising  during the six months
         ended August 31, 2004 and 2003 respectively.

8.       STOCKHOLDER'S EQUITY

         CAPITALIZATION   -  The  Company's   authorized   capital  consists  of
         30,000,000  shares of common  stock and  2,000,000  shares of preferred
         stock.  All stock has a $.01 par value.  Each share of common stock has
         one vote,  and each  share of  preferred  stock  has five  votes and is
         entitled to a 2% non-cumulative annual dividend.

         TREASURY  STOCK - The Company  has  acquired  39,975  shares of its own
         stock,  valued  at  approximately   $42,500,  in  order  to  facilitate
         compensatory  stock grants to  employees.  These shares are  considered
         treasury and have been valued at cost.

9.       SUPPLEMENTARY CASH FLOW INFORMATION

         Cash paid for interest was approximately  $6,200 and $4,200 for the six
         months ended August 31, 2004 and August 31, 2003, respectively.

10.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         It is  management's  belief that the carrying  amounts of the Company's
         financial instruments approximate their fair value at August 31, 2004.

11.      OTHER REVENUES

         Other revenues consist principally of rental income, souvenir sales and
         miscellaneous fees charged to team owners.



                                       10
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

         It is  anticipated  that the Company will continue to operate at a loss
for the next twelve months. The Company did activate a new franchise  (Florence,
SC) for the 2004 season.  In addition,  a dormant  franchise (St. Louis, MO) was
activated.  It is  anticipated  that one team will be  reactivated  for the 2005
season and the Company will sell another  franchise  which will be activated for
the 2005 season.  The Company is anticipating an increase in attendance based on
higher  visibility of coaches and players in the League.  Two franchises are now
using  coaches who enjoy high  visibility in basketball - John Starks and Darryl
Dawkins.  Nothwithstanding  an anticipated  increase in attendance,  the Company
will  still  have  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.  Recently,  the NBA  established a developmental  basketball  league
known as the National  Basketball  Developmental  League  ("NBDL").  The Company
believes that the  establishment of this new 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 an 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 AUGUST 31, 2004 AS COMPARED TO AUGUST 31, 2003

         Initial  franchise  fees for the three  months  ended  August 31,  2004
totaled  $25,000 as compared to $45,000 for the  comparable  period in 2003.  In
addition,  continuing  franchise  fees  increased to $101,300 from $72,500.  The
aggregate  increase  of $8,800  (7.5%)  reflects  the  efforts by the Company to
collect  franchise fees earned in the season.  One new franchise was sold during
the  three-month  period  ended  August 31, 2004.  Sponsorship  and  advertising
revenues totaled $20,000 as compared to $45,000 in 2003.  Approximately  $50,000
and $79,900 of the 2004 and 2003 second  quarter  revenues,  respectively,  were
derived from various related parties.

         Operating  expenses  increased from $160,000 for the three months ended
August  31,  2003 to  $285,000  for the three  months  ended  August  31,  2004.
Operating  expenses for each of the periods included  management fees of $45,000
to MCI for management  services,  including the services provided to the Company
by Daniel T. Meisenheimer,  III and Richard  Meisenheimer.  Travel and promotion
expenses  increased from $50,500 in 2003 to $101,300 in 2004. The increase was a
result of referee travel, league meetings and Post-Season Festival.

         Interest expense  decreased to $3,300 in 2004, as compared to $4,700 in
2003.  The decrease  reflects  the  reduction  in the  principal  balance of the
underlying mortgage payable.

         Net loss for the three  months  ended  August 31, 2004 was  $129,400 as
compared to net income of $9,200 for the three  months  ended  August 31,  2003.
This variance reflects increased travel and promotion, team and other expenses.

SIX MONTHS ENDED AUGUST 31, 2004 AS COMPARED TO AUGUST 31, 2003

         Initial franchise fees for the six months ended August 31, 2004 totaled
$50,000 as compared to $110,000 for the comparable  period in 2003. In addition,
continuing  franchise fees  increased to $243,300 from  $171,700.  The aggregate
increase  of $11,600  (4.1%)  reflects  the  efforts  by the  Company to collect
franchise  fees  earned in the  season.  One new  franchise  was sold during the
six-month  period ended August 31, 2004.  Sponsorship and  advertising  revenues
totaled  $30,000 as  compared  to $50,000 in 2003.  Approximately  $105,000  and
$157,400 of the 2004 and 2003 first half  revenues,  respectively, were  derived
from various related parties.

         Operating  expenses  increased  from  $369,900 for the six months ended
August 31, 2003 to $492,800 for the six months ended August 31, 2004.  Operating
expenses for each of the periods included  management fees of


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$90,000 to MCI for management  services,  including the services provided to the
Company by Daniel T.  Meisenheimer,  III and  Richard  Meisenheimer.  Travel and
promotion  expenses  increased  from  $108,000 in 2003 to $179,100 in 2004.  The
increase  was a result  of  referee  travel,  league  meetings  and  Post-Season
Festival.

         Interest expense increased to $11,000 in 2004, as compared to $6,700 in
2003.  The  increase  is a result of the May 31, 2003  assumption  of a mortgage
obligation in  connection  with the  acquisition  of  Meisenheimer  Capital Real
Estate Holdings ("MCREH").

         Net loss for the six months  ended  August  31,  2004 was  $152,300  as
compared to $16,600  for the six months  ended  August 31,  2003.  The  increase
reflects increased travel and promotion, team and other expenses.

LIQUIDITY AND CAPITAL RESOURCES

         At August 31, 2004 the Company had a cash position approximating $7,000
and a working capital deficit approximating $604,900. The Company's statement of
cash flows reflects cash used in operations of approximately $41,100, consisting
principally of a net loss of $152,300 offset by an increase in accounts  payable
and accrued expense of  approximately  $109,900.  Net cash provided by financing
activities  approximated  $32,100,  and consisted  principally  of a decrease in
stockholder  loans of  approximately  $16,800  and  payments  on a  mortgage  of
approximately  $4,200  offset by a net increase in amounts due to  affiliates of
approximately $53,100.

         In August 2003 the Company  effected a transaction with MCI wherein MCI
assigned  all of the  outstanding  shares  of MCREH to the  Company  in order to
satisfy  a  certain  payable  due  from  MCI  to the  Company.  The  assets  and
(liabilities) of MCREH were recorded at their historical cost, and included land
($121,000),  building  ($156,000),  due  from  affiliates  ($174,000),  mortgage
payable ($117,000), note payable ($50,000), and other liabilities ($4,000).

         The Company's ability to generate cash flow from franchise royalty fees
is  dependent  on  the  financial   stability  of  the   individual   franchises
constituting the League. Each franchise is confronted with meeting its own fixed
costs  and  expenses  which are  primarily  paid from  revenues  generated  from
attendance.  Experience has shown that USBL is generally the last creditor to be
paid by the franchisee.  If attendance has been poor, USBL has from time to time
only received partial payment and in some cases, no payments at all. The Company
estimates  that it  requires  at least  $300,000  of working  capital to sustain
operations  over a 12 month  period.  Assuming  that all of the  teams pay their
annual royalty fees,  this would only amount to $250,000.  However,  the Company
believes that given prior experience it is more realistic to anticipate  royalty
fees of a lesser  amount  because  some of these  teams are  simply  not able to
generate significant  attendance at games.  Additionally,  some of the teams owe
back  franchise  fees.  The Company  anticipates  that it will  receive at least
$100,000 of back franchise fees during the next 12 months. The revenues received
by the  Company may not provide  sufficient  working  capital for the Company to
operate over a 12 month period. If the Company is unable to generate  additional
sales of franchises  within  the  next 12  months it may  again  have to rely on
affiliates  for loans to assist  it in  meeting  its  current  obligations.  The
Company may generate  revenue  from the rental of excess space in its  building,
though  there can be no  assurance  that such  revenue  will be  realized.  With
respect to long term needs, the Company  recognizes that in order for the League
and  USBL  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 ability of the Company 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.

ITEM 3.   CONTROLS AND PROCEDURES

         Under the  supervision  and with the  participation  of our management,
including our principal  executive and financial officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of August 31, 2004 and,  based on such  evaluation,  our principal
executive  and  financial   officer  have  concluded  that  these  controls  and
procedures  are  effective.  There were no  significant  changes in our internal
control over financial  reporting that occurred  during the quarter ended August
31, 2004 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


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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
officer, as appropriate to allow timely decisions regarding required disclosure.

PART II-  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits:

EXHIBIT NO.:               DESCRIPTION:
------------               -------------

31.1                       Certification of principal executive officer

31.2                       Certification of 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


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<PAGE>





                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                              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

Date: October 20, 2004



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                                  EXHIBIT INDEX



EXHIBIT NO.:               DESCRIPTION:
------------               -------------

31.1                       Certification of principal executive officer

31.2                       Certification of 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



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