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


                                  FORM 10-QSB/A
                                (Amendment No.1)

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

                        For the quarterly period ended: November 30, 2005

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

                        For the transition period from            to
                                                       ---------      ---------

                        Commission File Number: 1-15913

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

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

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

                                 (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 [ ]

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

As of January 11, 2006, the latest practicable date, there were 3,487,627 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..............................................3

Item 1.    Unaudited Financial Statements:

           Consolidated Balance Sheets - November 30, 2005
           and February 28, 2005..............................................3

           Consolidated Statements of Operations for the
           Three and Nine Months Ended November 30, 2005 and 2004.............4

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

           Consolidated Statements of Cash Flows for the
           Nine Months Ended November 30, 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.................................................13

Item 6.    Exhibits..........................................................13



                                       2
<PAGE>


PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>

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

                                                          November 30,             February 28,
                                                              2005                     2005
                                                         -------------             ------------
         ASSETS                                           (Unaudited)
         ------
<S>                                                      <C>                             <C>
CURRENT ASSETS:
         Cash                                            $     12,302              $     2,770
         Marketable equity securities                          45,002                        -
         Due from affiliates                                        -                   33,071
         Inventory                                              8,573                    8,573
         Prepaid expenses & other current assets                  600                      600
                                                         ------------              -----------
Total current assets                                           66,477                   45,014

PROPERTY AND PLANT, NET                                       264,068                  267,962
                                                         ------------              -----------

Total assets                                             $    330,545              $   312,976
                                                         ============              ===========

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

CURRENT LIABILITIES:
         Accounts payable and accrued expenses           $    165,261              $   232,748
         Due to affiliates                                    417,936                  288,500
         Due to stockholders                                  261,710                  256,808
         Current portion of mortgage payable                    9,220                    9,383
                                                         ------------              -----------
Total current liabilities                                     854,127                  787,439

MORTGAGE PAYABLE                                               87,169                   93,713
NOTE PAYABLE                                                   50,000                   50,000
                                                         ------------              -----------

         TOTAL LIABILITIES                                    991,296                  931,152

STOCKHOLDERS' DEFICIENCY

         Common stock, $0.01 par value; 30,000,000
           shares authorized;  issued 3,527,602
           and 3,519,602 shares respectively                   35,276                   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                         2,671,929                2,666,009
         Deficit                                           (3,336,559)              (3,287,984)
         Treasury stock, at cost; 39,975 shares               (42,454)                 (42,454)
                                                         ------------              -----------
                  Total stockholders' deficiency             (660,751)                (618,176)
                                                         ------------              -----------

                                                         $    330,545              $   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                      Nine Months Ended
                                         ------------------                      -----------------

                                    November 30,       November 30,         November 30,      November 30,
                                       2005               2004                 2005              2004
                                       ----               ----                 ----              ----
<S>                                 <C>                <C>                 <C>                 <C>
REVENUES:
 Initial franchise fees             $      -            $       -           $     5,000        $  50,000
 Continuing franchise fees            26,250               50,000               168,750          293,255
 Sponsorship/Advertising              25,000               25,000               105,000           55,000
 Other                                13,200               12,600                39,900           40,778
                                    --------            ---------           -----------        ---------
                                      64,450               87,600               318,650          439,033
                                    --------            ---------           -----------        ---------

OPERATING EXPENSES:
 Consulting                            9,400               95,958               113,200          204,348
 Team expenses                           222               17,993                20,650           51,127
 Referee Fees                            450                    -                48,110           62,545
 Salaries                             11,469               11,519                35,425           37,619
 Travel and Promotion                 20,219               44,536                38,021          223,654
 Depreciation                          1,298                  616                 3,894            1,848
 Other                                18,244               45,344                84,464          127,618
                                    --------            ---------           -----------        ---------
                                      61,302              215,966               343,764          708,759
                                    --------            ---------           -----------        ---------

(Loss) Income from operations          3,148             (128,366)              (25,114)        (269,726)
                                    --------            ---------           -----------        ---------

OTHER INCOME
 (EXPENSES):
  Interest expense                    (4,561)              (4,806)              (10,247)         (15,789)
  Net gain (loss) from
         marketable securities       (14,070)                   -               (13,250)               -
  Interest and dividend income             6                    6                    36               48
                                  ----------            ---------            ----------        ---------
                                     (18,625)              (4,800)              (23,461)         (15,741)
                                  ----------            ---------            ----------        ---------

NET (LOSS) INCOME                 $  (15,477)           $(133,166)           $  (48,575)       $(285,467)
                                  ----------            ---------            ----------        ---------

NET (LOSS) INCOME
 PER SHARE:
  Basic and diluted               $    ($.00)           $    (.04)           $     (.01)       $    (.08)
                                  ----------            ---------            ----------        ---------

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
  Basic                            3,487,627            3,461,617             3,483,627        3,450,851
                                  ----------           ----------            ----------       ----------
  Diluted                          4,593,306            4,567,296             4,589,306        4,556,530
                                  ----------           ----------            ----------       ----------

</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>


<TABLE>
<CAPTION>
              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY
              ----------------------------------------------------
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
               --------------------------------------------------
                                   (Unaudited)




                                  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)
Shares Issued For Services        8,000        80           -        -       5,920            -          -          6,000
        Net Loss                      -         -           -        -           -      (48,575)         -        (48,575)
                              ---------   -------   ---------  -------  ----------  -----------   --------      ---------
Balance, November 30, 2005    3,527,602   $35,276   1,105,679  $11,057  $2,671,929  $(3,336,559)  $(42,454)     $(660,751)
                              =========   =======   =========  =======  ==========  ===========   ========      =========

</TABLE>
                 See notes to consolidated financial statements
v
                                       5
<PAGE>

<TABLE>
<CAPTION>

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


                                                                           Nine Months Ended
                                                                           -----------------
                                                                     November 30,        November 30,
                                                                         2005               2004
                                                                         ----               ----

<S>                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                      $     (48,575)       $  (285,467)
                                                                    -------------        -----------
      Adjustments to reconcile loss to
       net cash used in operating activities:
               Depreciation                                                 3,894              1,848
               Shares issued for services                                   6,000                  -
               Non-cash compensation                                            -             39,158

               Change in operating assets and liabilities:
                Marketable equity securities                               23,672                  -
                Accounts payable and accrued expenses                     (67,487)           121,162
                                                                    -------------        -----------
                                                                          (33,921)           162,168
                                                                    -------------        -----------
               Net cash used in operating activities                      (82,496)          (123,299)
                                                                    -------------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Loans from (Repayments to) affiliates-net                            93,833            133,384
      Increase (decrease) in stockholders' loans                            4,902            (14,925)
      Repayment of mortgage payable                                        (6,707)            (6,361)
                                                                    -------------        -----------
             Net cash provided by financing
              activities                                                   92,028            112,098
                                                                    -------------        -----------
NET INCREASE (DECREASE) IN CASH                                             9,532            (11,201)

CASH AND CASH EQUIVALENTS, beginning of period                              2,770             16,098
                                                                    -------------        -----------
CASH AND CASH EQUIVALENTS, end of period                            $      12,302        $     4,897
                                                                    =============        ===========

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.
                      -------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                       NINE MONTHS ENDED NOVEMBER 30, 2005
                       -----------------------------------
                                   (Unaudited)

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 $3,336,559. 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,   the  unaudited  financial
     statements  reflect all  adjustments,  which include only normal  recurring
     adjustments,  considered  necessary  for  a  fair  presentation.  Operating
     results for the three-month and nine-month  periods ended November 30, 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 financial
     statements  contained  in the  Company's  Form  10-KSB  for the year  ended
     February 28, 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
     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
     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 and nine months ended  November 30, 2005 was ($14,624) and ($22,288),
     respectively.


                                       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 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).

     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 November 30, 2005 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   $814,000)   resulting   from   the  net   operating   loss
     carryforward.

     As of November 30, 2005, a net operating loss carryforward of approximately
     $2,035,000 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  $2,000 and $77,900 for the nine months  ended  November  30,
     2005 and  November 30, 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.   "Accounting  for
     Stock-Based Compensation" ("SFAS 123"). No options were granted during 2005
     and 2004 and none are outstanding at November 30, 2005.


                                       8
<PAGE>


     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 (loss)  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 and nine months  ended  November  30,
     2005 and 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  income  (loss)  was
     equivalent to net income (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:

                                              November 30,
                                                  2005
                                                  ----

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

         Accumulated depreciation                 12,932
                                                --------
                                                $264,068
                                                ========

     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
     $39,000 for the nine months ended November 30, 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 approximating $67,800 in August 2008.


                                       9
<PAGE>








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


     Years ending February 28
     ------------------------
     2006             $ 2,989
     2007              10,100
     2008              10,800
     2009              72,500
                      -------
     TOTAL            $96,389

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:

     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  November  30,  2005,  amounts  due to  stockholders,  including
          interest, is $261,710.

     c.   Included  in  revenues  are  amounts  from  various   related  parties
          affiliated with the Meisenheimer  Group of approximately  $180,000 and
          $130,000  for the nine  months  ended  November  30,  2005  and  2004,
          respectively.  These revenues  include  continuing  franchise fees and
          advertising fees.

     d.   Consulting  fees included  approximately  $90,000 and $135,000 for the
          nine  months  ended  November  30,  2005 and 2004,  respectively,  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

     The Company received  $90,000 and $175,000 of consulting fees,  promotional
     services,  and expense reimbursements in lieu of cash, as consideration for
     franchise  fees and  advertising  during the nine months ended November 30,
     2005 and 2004 respectively.



                                       10

<PAGE>


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 recorded at
     cost.

9.   SUPPLEMENTARY CASH FLOW INFORMATION

     Cash paid for  interest  was $10,247  and $8,200 for the nine months  ended
     November 30, 2005 and November 30, 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 November 30, 2005.

11.  OTHER REVENUES

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


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 an increase in attendance based
on more teams in 2006.  Individual  teams may see an  increase  or  decrease  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.



                                       11

<PAGE>

THREE MONTHS ENDED NOVEMBER 30, 2005 AS COMPARED TO NOVEMBER 30, 2004

Aggregate franchise fees decreased to $26,250 for the third quarter of 2005 from
$50,000 in the third  quarter of 2004.  This  decrease was  primarily due to the
League having less teams.  Sponsorship and advertising  revenues totaled $25,000
during the third quarter of 2005 and 2004. Approximately $25,000 of the 2005 and
2004 third quarter revenues, were derived from various related parties.

Operating  expenses  decreased from $215,966 for the three months ended November
30, 2004 to $61,302 for the three months ended  November 30, 2005.  The decrease
in operating  expenses was primarily due to lower consulting expense ($95,958 in
the three  months  ended  November  30,  2004;  $9,400 in the three months ended
November 30,  2005) and to lower travel  expenses,  which  occurred  because the
Company  did not  operate any teams in 2005.  The  Company  does not  anticipate
operating any teams in 2006, and accordingly  anticipates  operating expenses to
remain at 2005 levels.

Net loss for the three months ended November 30, 2005 was $15,477 as compared to
a net loss of $133,166 for the three months ended November 30, 2004. This is due
primarily to lower  operating  expenses in 2005,  especially  for consulting and
travel and promotion.

NINE MONTHS ENDED NOVEMBER 30, 2005 AS COMPARED TO NOVEMBER 30, 2004

Initial  franchise  fees for the nine months  ended  November  30, 2005  totaled
$5,000 as compared to $50,000 for the  comparable  period in 2004.  In addition,
continuing franchise fees decreased to $168,750 from $293,255. This decrease was
due to no teams  sold  and  three  less  teams in the  League.  Sponsorship  and
advertising   revenues   totaled  $105,000  as  compared  to  $55,000  in  2004.
Approximately $180,000 and $130,000 of the 2005 and 2004 revenues, respectively,
were derived from various related parties.

Operating  expenses  decreased  from $708,759 for the nine months ended November
30, 2004 to $343,764  for the nine months ended  November  30,  2005.  Operating
expenses included management fees to MCI for management services,  including the
services  provided  to the  Company by Daniel T.  Meisenheimer,  III and Richard
Meisenheimer,  of $90,000 and $135,000, in 2005 and 2004,  respectively.  Travel
and promotion  expenses  decreased from $223,654 in 2004 to $38,021 in 2005. The
decrease was a result of not  repossessing and operating any USBL teams. We also
had less press conferences and less referee travel.

Interest  expense  decreased to $10,247 in 2005, as compared to $15,789 in 2004.
The decrease is a result of waived  interest on certain loans from  stockholders
in 2005.

Net loss for the nine months ended  November 30, 2005 was $48,575 as compared to
a loss of $285,467  for the nine months ended  November  30,  2004.  This is due
primarily to the $364,995 reduction in operating expenses,  offset by a $120,383
reduction in operating revenues.

LIQUIDITY AND CAPITAL RESOURCES

At November  30,  2005 the Company had a cash  position of $12,302 and a working
capital deficit of $787,650. The Company's statement of cash flows reflects cash
used in operations of $82,496, which results primarily from the $48,575 net loss
and the  $67,487  decrease in accounts  payable and accrued  expenses.  Net cash
provided by financing  activities was $92,028 resulting primarily from net loans
from affiliates of $93,833.

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.

                                       12

<PAGE>


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 approximately $250,000.  However,
the  Company  believes  that given  prior  experience  it is more  realistic  to
anticipate  royalty fees of between  $150,000 and $200,000 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  $25,000 of back  franchise fees during the next 12 months.
Adding  this to the  anticipated  royalty  fees,  this  could  amount to between
$175,000  and  $225,000 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. 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

In connection with the original  filing of this Quarterly  Report on Form 10-QSB
for the quarter ended November 30, 2005,  our principal  executive and financial
officers  had  concluded  that  our  disclosure  controls  and  procedures  were
effective  as of  November  30,  2005.  Following  the  original  filing  of our
Quarterly  Report on Form 10-QSB for the quarter  ended  November 30,  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 November 30, 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  November 30, 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  officers,  as  appropriate  to allow timely
decisions regarding required disclosures.

PART II      OTHER INFORMATION

Item 6.      EXHIBITS

     (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


                                       13
<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

                                       14
<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


                                       15