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


                                  FORM 10-QSB/A
                                (Amendment No. 2)

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


                    For the quarterly period ended: May 31, 2005

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                      UNITED STATES BASKETBALL LEAGUE, INC.
       (Exact Name of Small Business Issuer as Specified in Its Charter)


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


                                  46 Quirk Road
                           Milford, Connecticut 06460
                    (Address of Principal Executive Offices)

                               Tel: 203-877-9508
                (Issuer's Telephone Number, Including Area Code)

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 July 26, 2005, the latest practicable date, there were 3,479,627 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 - May 31, 2005
         and February 28, 2005.................................................3


         Consolidated Statements of Operations for the
         Three Months Ended May 31, 2005 and 2004..............................4

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

         Consolidated Statements of Cash Flows for the
         Three Months Ended May 31, 2005 and 2004 .............................6

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

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

Item 3.           Controls and Procedures ....................................13

PART II.          OTHER INFORMATION ..........................................14

Item 6.           Exhibits and Reports on Form 8-K  ..........................14



                                       2

<PAGE>




PART I-  FINANCIAL INFORMATION


ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                                                               May 31,                    February 28,
                                                                                2005                          2005
                                                                                ----                          ----
                                                                            (Unaudited)

ASSETS
------

<S>                                                                     <C>                           <C>
CURRENT ASSETS:
         Cash                                                           $        14,453               $         2,770
         Marketable equity securities                                            40,275                             -
         Due from affiliate                                                           -                        33,071
         Inventory                                                                8,573                         8,573
         Prepaid expenses and other current assets                                  600                           600
                                                                        ---------------               ---------------
Total current assets                                                             63,901                        45,014

PROPERTY AND PLANT                                                              266,664                       267,962
                                                                        ---------------               ---------------
Total assets                                                            $       330,565               $       312,976
                                                                        ===============               ===============


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

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                              $       221,637               $       232,748
     Due to affiliates                                                          317,454                       288,500
     Due to stockholders                                                        265,808                       256,808
     Current portion of mortgage payable                                          9,220                         9,383
                                                                        ---------------               ---------------
Total current liabilities                                                       814,119                       787,439
                                                                        ---------------               ---------------
Long-term portion of mortgage payable                                            91,592                        93,713
                                                                        ---------------               ---------------
NOTE PAYABLE                                                                     50,000                        50,000
                                                                        ---------------               ---------------
Total Liabilities                                                               955,711                       931,152
                                                                        ---------------               ---------------
STOCKHOLDERS' DEFICIENCY
     Common stock, $0.01 par value 30,000,000
       shares authorized; 3,519,602 shares issued
       and outstanding                                                           35,196                        35,196
     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                                               2,666,009                     2,666,009
     Deficit                                                                 (3,294,954)                   (3,287,984)
     Treasury stock, at cost; 39,975 shares                                     (42,454)                      (42,454)
                                                                        ---------------               ---------------
Total stockholders' deficiency                                                 (625,146)                     (618,176)
                                                                        ---------------               ---------------
Total liabilities and stockholders' deficiency                          $       330,565               $       312,976
                                                                        ===============               ===============

</TABLE>

                 See notes to consolidated financial statements



                                       3
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                        Three Months Ended
                                                                                        ------------------
                                                                               May 31,                       May 31,
                                                                                2005                          2004
                                                                                ----                          ----
<S>                                                                     <C>                           <C>
REVENUES:
    Initial franchise fees                                              $         5,000               $        25,000
    Continuing franchise fees                                                    76,250                       142,005
    Sponsorship/advertising                                                      55,000                        10,000
    Other                                                                        14,100                        15,531
                                                                        ---------------               ---------------
                                                                                150,350                       192,536
                                                                        ---------------               ---------------

OPERATING EXPENSES:
    Consulting                                                                   51,150                        53,990
    Team and post-season festival expenses                                        2,509                         2,850
    Referee fees                                                                 22,890                        23,450
    Salaries                                                                     12,285                        14,700
    Travel and promotion                                                         14,046                        77,834
    Depreciation                                                                  1,298                           616
    Other                                                                        39,870                        34,326
                                                                        ---------------               ---------------
                                                                                144,048                       207,766
                                                                        ---------------               ---------------
                   Income/(Loss) from operations                                  6,302                       (15,230)
                                                                        ---------------               ---------------

OTHER INCOME (EXPENSES):
          Net gain (loss) from marketable equity Securities                     (10,490)                            -
          Interest expense                                                       (2,800)                       (7,653)
          Interest and dividend income                                               18                             6
                                                                        ---------------               ---------------
                                                                                (13,272)                       (7,647)
                                                                        ---------------               ---------------
                   NET INCOME/(LOSS)                                    $        (6,970)              $       (22,877)
                                                                        ===============               ===============

Earnings (loss) per common share:                                       $         (0.00)              $         (0.01)
                                                                        ---------------               ---------------
         Basic                                                          $         (0.00)              $         (0.01)
                                                                        ---------------               ---------------
         Diluted
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING
         Basic                                                                3,479,627                     3,445,527
                                                                        ---------------               ---------------
         Diluted                                                              4,585,306                     4,551,206
                                                                        ---------------               ---------------

                 See notes to consolidated financial statements
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
               --------------------------------------------------


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

<S>                         <C>        <C>           <C>           <C>        <C>         <C>          <C>       <C>
Balance March 1, 2005        3,519,602  $   35,196    1,105,679     $11,057    $2,666,009  $(3,287,984) $(42,454) $ (618,176)

Net Loss                             -           -            -           -             -       (6,970)        -      (6,970)
                           -----------  ----------   ----------     -------    ----------  -----------  --------  ----------
Balance May 31, 2005         3,519,602  $   35,196    1,105,679     $11,057    $2,666,009  $(3,294,954) $(42,454) $ (625,146)
                           ===========  ==========    =========     =======    ==========  ===========  ========  ==========

</TABLE>


                 See notes to consolidated financial statements


                                       5
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                   Three Months Ended
                                                                                   ------------------
                                                                             May 31,                May 31,
                                                                              2005                   2004
                                                                              ----                   ----

<S>                                                                     <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income (loss)                                                  $       (6,970)         $     (22,877)
                                                                        --------------          -------------

     Adjustments to reconcile net loss to net cash provided by
       operating activities:
              Depreciation                                                       1,298                    616
              Change in operating assets and liabilities:
                 Marketable equity securities                                   28,399                      -
                 Accounts payable and accrued expenses                         (11,111)                35,424
                                                                        --------------          -------------

                                                                                18,586                 36,040
                                                                        --------------          -------------

     Net cash provided by operating activities                                  11,616                 13,163
                                                                        --------------          -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Loans from (Repayments to)affiliates-net                                    6,649                  4,674
     Increase (Decrease) in stockholders' loans                                  9,000                (14,573)
     Decrease in mortgage payable                                               (2,284)                (2,112)
                                                                        --------------          -------------
              Net cash provided by (used in) financing
                activities                                                          67                (12,011)
                                                                        --------------          -------------
NET INCREASE IN CASH                                                            11,683                  1,152

CASH AND CASH EQUIVALENTS,
     beginning of period                                                         2,770                 16,098
                                                                        --------------          -------------
CASH AND CASH EQUIVALENTS,
     end of period                                                      $       14,453          $      17,250
                                                                        ==============          =============

SCHEDULE OF NON-CASH TRANSACTION:
     Acquisition of marketable equity securities in exchange for
      increase in amount due to affiliate                               $       68,674          $           -
                                                                        --------------          -------------


</TABLE>



                 See notes to consolidated financial statements

                                       6

<PAGE>



              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                         THREE MONTHS ENDED MAY 31, 2005
                         -------------------------------


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 $3,294,954. 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 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 three-month period ended
     May 31, 2005 may not  necessarily  be indicative of the results that may be
     expected  for  the  year  ended   February  28,  2006.  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-KSB for the year ended February 29, 2005.

2.   Summary of Significant Accounting Policies:
     ------------------------------------------

     Principles  of  consolidation  - The  accompanying  consolidated  financial
     statements  include the accounts of USBL and its wholly  owned  subsidiary,
     Meisenheimer   Capital  Real  Estate   Holdings,   Inc.   All   significant
     intercompany 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
     equivalents.

     Marketable equity securities - Marketable equity securities are recorded at
     fair value with unrealized  gains and losses included in income.  Effective
     March 1, 2005,  marketable  equity  securities with a fair value of $68,674
     were  transferred to the Company from its affiliate  Meisenheimer  Capital,
     Inc.  ("MCI") in exchange for a $33,071 decrease in the amount due from MCI
     and a $35,603 increase in the amount due to MCI. 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 May 31, 2005 was $(19,250).

                                       7
<PAGE>


     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 values 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).

     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
     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 has performed
     essentially all material conditions related to the sale. The offering price
     of a new franchise at May 31, 2005 and May 31, 2004 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 asset (approximating
     $798,000) resulting from the net operating loss carryforward.

     As of May 31, 2005, a net  operating  loss  carryforward  of  approximately
     $1,994,000 is available 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  $1,100 and $26,600 for the three  months  ended May 31, 2005
     and May 31, 2004 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-employees  is accounted for at fair
     value  in  accordance   with  FASB  Statement  No.  123.


                                       8
<PAGE>


     "Accounting  for Stock-Based  Compensation"  ("SFAS 123"). No stock options
     were granted during 2005 and 2004 and none are outstanding at May 31, 2005.

     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 if  dilutive.  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  months  ended May 31,  2004 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 (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


     Property and plant consist of the following:

                                             May 31,           February 28,
                                              2005                2005
                                              ----                ----

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

     Accumulated depreciation               (10,336)             ( 9,038)
                                        -----------           ----------

                                        $   266,664           $  267,962
                                        ===========           ==========

     The Company  leases a portion of its space to unrelated  third parties on a
     month-to-month  basis. Rental income was $13,200 for the three months ended
     May 31, 2005.

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  of $67,800 in August  2008.  The  mortgage  is  guaranteed  by the
     Company's officers. Future maturities of the mortgage are as follows:


                                       9
<PAGE>



     Year Ending February 28,
----------------------------------------------------------------------
     2006                                                  $     7,412
     2007                                                       10,100
     2008                                                       10,800
     2009                                                       72,500
                                                               -------
     TOTAL                                                 $   100,812
                                                               =======

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 Transactions

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

     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 May 31, 2005, amounts due to stockholders,  including  interest,
          approximated  $266,000.  This  amounts  includes  loans  approximating
          $153,000 bearing interest at 6% per annum.

     c.   Included  in  revenues  are  amounts  from  various   related  parties
          affiliated with the Meisenheimer  Group of approximately  $100,000 and
          $55,000   for  the  three   months   ended  May  31,  2005  and  2004,
          respectively.  These revenues  include  continuing  franchise fees and
          advertising fees.

     d.   Consulting  fees included  $45,000 for both the three months ended May
          31,  2005 and May 31,  2004 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  companies  controlled by the
          Meisenheimer Group. Such amounts are non-interest  bearing and have no
          specified due date.

7.   Non-Cash Transactions

     In the  three  months  ended  May 31,  2005 and  2004,  the  USBL  received
     consulting and management services from Meisenheimer  Capital,  Inc. valued
     at $45,000 and $45,000, respectively, in lieu of cash, as consideration for
     continuing franchise fees.

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 $42,454,  in order to  facilitate  compensatory  stock  grants to
     employees. These shares are considered treasury and have been


                                       10

<PAGE>


recorded at cost.

9.   Supplementary Cash Flow Information

     Cash paid for  interest was  approximately  $2,800 and $7,700 for the three
     months ended May 31, 2005 and May 31, 2004, 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 May 31, 2005.

11.  Other Revenues

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

12.  Restatement

     When the May 31,  2005 Form  10-QSB was  originally  filed,  the  Company's
     accountant was unaware of the circumstances  surrounding the acquisition of
     certain marketable equity securities.  Accordingly, the Company recorded as
     gain from marketable equity  securities an amount (i.e.,  $68,189) equal to
     the market value of the  securities  at May 31, 2005 (i.e.,  $40,275)  plus
     what  was  believed  at the  time  to be net  proceeds  from  the  sale  of
     securities with $0 carrying value (i.e., $27,914).

     The Company's  accountant  subsequently  learned that the  securities  were
     acquired in March 2005 from a related  party for  consideration  of $68,674
     and  that  $10,000  of the  $27,914  was a  loan  from a  stockholder,  not
     proceeds from the sale of securities.  Accordingly, the Company has amended
     the May 31, 2005 Form 10-QSB to increase  the amount due to  affiliates  by
     $68,674,  increase the amount due to stockholders by $10,000,  decrease the
     gain from marketable equity  securities by $68,189,  increase the loss from
     marketable equity securities by $10,490, increase dividend income by $4 and
     increase accounts payable and accrued expenses by $1 (rounding).




                                       11
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

     It is  anticipated  that the Company will continue to operate at a loss for
the next twelve months.  It is anticipated that one team will be reactivated for
the 2006  season and the  Company  will sell  another  franchise,  which will be
activated  for the 2006  season.  The  Company is  anticipating  a  decrease  in
attendance  based on fewer teams in 2005, but individual  teams may actually see
an  increase  in  attendance.  One  franchise  is using a coach who enjoys  high
visibility in basketball - Darryl  Dawkins.  The Company  anticipates  continued
reliance 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.  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 MAY 31, 2005 AS COMPARED TO MAY 31, 2004

     Aggregate franchise fees decreased to $81,250 for the first quarter of 2005
from $167,005 in the first  quarter of 2004.  This decrease was primarily due to
the sale of one less team  during  the first  quarter of 2005.  Sponsorship  and
advertising  revenues  totaled  $55,000  during  the  first  quarter  of 2005 as
compared to $10,000 in the first  quarter of 2004.  This  increase  was due to a
$45,000 increase in revenues from the Company's  affiliate Spectrum  Associates.
Approximately  $100,000 and $55,000 of the 2005 and 2004 first quarter revenues,
respectively, were derived from various related parties.

     Operating  expenses  decreased from $207,766 for the three months ended May
31, 2004 to $144,048 for the three months ended May 31, 2005. 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.  The decrease in operating expenses
was  primarily due to the $63,788  decrease in travel  expenses  which  occurred
because the Company did not operate any teams in 2005.

     Interest  expense  decreased  to $2,800 in the first  quarter  of 2005,  as
compared to $7,653 in 2004.  The  decrease  reflects  primarily  lower  interest
charges on loans from related parties.

     Net loss for the three  months  ended May 31, 2005 was $(6,970) as compared
to a net loss of $22,877 for the three months ended May 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a cash position of $14,453 and a working capital deficit of
$750,218 at May 31, 2005.  The Company's  statement of cash flows  reflects cash
provided by operations of $11,616, resulting principally from a $28,399 decrease
in marketable securities.

                                       12

<PAGE>


     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
franchise. 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 $240,000.  However,  the Company  believes  that given
prior   experience  it  is  more   realistic  to  anticipate   royalty  fees  of
approximately  $170,000  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
$17,000 of back  franchise  fees  during the next 12 months.  Adding this to the
$170,000 of anticipated royalty fees, this could amount to $187,000 of revenues.
Accordingly, if the Company is unable to generate additional sales of franchises
within the next 12 months it will again 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 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.

The table below  summarizes  aggregate  maturities of future debt payments as of
May 31, 2005:

                        Total         Less than       1-3           4-5
                                        1 Year       Years         Years

Mortgage payable     $  100,812     $    7,412     $   20,400     $  72,500
Note payable             50,000              -         50,000             -
Total                $  150,812     $    7,412     $   70,400     $  72,500


ITEM 3.   CONTROLS AND PROCEDURES

     In connection  with the original  filing of this  Quarterly  Report on Form
10-QSB for the quarter ended May 31, 2005, our principal executive and financial
officers  had  concluded  that  our  disclosure  controls  and  procedures  were
effective as of May 31, 2005.  Following  the original  filing of our  Quarterly
Report on Form 10-QSB for the quarter ended May 31, 2005, we determined that our
financial statements for the period included therein should be amended. In light
of the amendment,  and under the supervision  and with the  participation of our
management,  including  the  principal  executive  and  financial  officers,  we
reevaluated  the  effectiveness  of the design and  operation of our  disclosure
controls and  procedures as of May 31, 2005 and, based on such  evaluation,  our
principal  executive and financial  officers have  concluded that these controls
and  procedures  were not  effective as of such date. We intend to take steps to
improve our disclosure controls and procedures.

     There were no  significant  changes in our internal  control over financial
reporting  that  occurred  during  the  quarter  ended  May 31,  2005  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 officer, as appropriate to allow
timely decisions regarding required disclosures.

                                       13

<PAGE>


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



                                       14
<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:  March 7, 2006



                                       15
<PAGE>


                                 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



                                       16