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
                May 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 July 14, 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 - May 31, 2004
         and February 29, 2004.................................................3

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

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

         Consolidated Statements of Cash Flows for the
         Three Months Ended May 31 2004 and 2003 ..............................6

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

Item 2.           Management's Discussion and Analysis or Plan of Operation...12

Item 3.           Controls and Procedures ....................................14


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






                                      -2-
<PAGE>



PART I-  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINACIAL STATEMENTS


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

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------


<TABLE>
<CAPTION>


                                                                                        May 31,             February 29,
                                                                                         2004                   2004
                                                                                         ----                   ----

ASSETS                                                                                (Unaudited)
------

                                                                              <c>                    <c>

CURRENT ASSETS:
         Cash                                                                          $   17,250              $   16,098
         Due from affiliates                                                              109,210                 101,751
         Inventory                                                                         17,147                  17,147
         Prepaid expenses & other current assets                                              600                     600
                                                                                         --------                 -------
Total current assets                                                                      144,207                 135,596

PROPERTY AND PLANT, net                                                                   272,538                 273,154
                                                                                          -------                 -------
Total assets                                                                           $  416,745              $  408,750
                                                                                          =======                 =======


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

CURRENT LIABILITIES:
         Accounts payable and accrued expenses                                         $  181,734              $  146,310
         Due to affiliates                                                                163,500                 151,367
         Due to stockholders                                                              263,860                 278,433
         Current portion of mortgage payable                                                8,604                   8,746
                                                                                            -----                   -----
Total current liabilities                                                                 617,698                 584,856
                                                                                          -------                 -------
MORTGAGE PAYABLE                                                                          100,925                 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                                                                        (2,982,528)             (2,959,651)
         Treasury stock, at cost; 39,975 shares                                            (42,454)                (42,454)
                                                                                       ------------            ------------
Total stockholders' deficiency                                                            (351,878)               (329,001)
                                                                                       ------------            ------------

Total liabilities and stockholders' deficiency                                         $   416,745             $   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
                                                                                         ------------------
                                                                                     May 31,                May 31,
                                                                                      2004                   2003
                                                                                      -----                  ----

                                                                             <c>                <c>

REVENUES:
   Initial franchise fees                                                          $   25,000            $   65,000
   Continuing franchise fees                                                          142,005                99,200
   Sponsorship/advertising                                                             10,000                 5,000
   Other                                                                               15,531                16,752
                                                                                       ------                ------
                                                                                      192,536               185,952
                                                                                      -------               -------

OPERATING EXPENSES:
   Consulting                                                                          53,990                66,347
   Team and post-season festival expenses                                               2,850                 7,290
   Referee fees                                                                        23,450                32,700
   Salaries                                                                            14,700                14,700
   Travel and promotion                                                                77,834                57,505
   Depreciation                                                                           616                     -
   Other                                                                               34,326                31,300
                                                                                       ------                ------
                                                                                      207,766               209,842
                                                                                     --------               --------
Loss from operations                                                                  (15,230)              (23,890)
                                                                                     ---------              --------

OTHER INCOME (EXPENSES):
   Interest expense                                                                    (7,653)               (1,910)
   Interest income                                                                          6                    32
                                                                                     ---------              --------
                                                                                       (7,647)               (1,878)
                                                                                     ---------              --------

NET LOSS                                                                           $  (22,877)           $  (25,768)
                                                                                     =========             =========

NET LOSS PER SHARE                                                                 $     (.01)           $     (.01)
                                                                                     =========             =========

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


</TABLE>
See notes to consolidated financial statements




                                      -4-
<PAGE>





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

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
               ---------------------------------------------------

<TABLE>
<CAPTION>


                                  Common Stock              Preferred Stock
                           --------------------------  -------------------------
                              Shares                       Shares
                            Outstanding      Amount      Outstanding      Amount
                            -----------     -------      -----------     -------


                        <c>             <c>          <c>             <c>
Balance March 1, 2004       3,485,502        $34,855     1,105,679       $11,057

Net Loss                            -              -             -             -

                          ---------  ------------      ---------      ----------
Balance May 31, 2004        3,485,502        $34,855     1,105,679       $11,057
                            =========       ========     =========      ========


                              ------------------------------------------------
                         Additional                                    Total
                          Paid-in                      Treasury    Stockholders'
                          Capital        Deficit         Stock      Deficiency
                          -------        -------         -----      ----------

Balance March 1, 2004    $2,627,192   $(2,959,651)      $(42,454)     $(329,001)

Net Loss                          -       (22,877)             -        (22,877)

                          ---------  ------------      ---------      ----------

Balance May 31, 2004     $2,627,192   $(2,982,528)      $(42,454)     $(351,878)
                          =========   ===========       ========      =========

</TABLE>


See notes to consolidated financial statements



                                      -5-
<PAGE>





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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                                         THREE MONTHS ENDED
                                                                                         ------------------
                                                                                       May 31,           May 31,
                                                                                        2004              2003
                                                                                        ----              ----


                                                                                  <c>                <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                                    $(22,877)           $(25,768)
                                                                                      ---------          ---------
          Adjustments to reconcile net loss to net cash  provided by
            operating activities:
                  Depreciation                                                             616                   -
                  Increase in liabilities:
                    Accounts payable and accrued expenses                               35,424              29,083
                                                                                        ------              ------
                                                                                        36,040              29,083
                                                                                        ------              ------
          Net cash provided by operating activities                                     13,163               3,315
                                                                                        ------               -----

CASH FLOWS FROM FINANCING ACTIVITIES:
          Increase due (to) affiliates                                                   4,674               4,708
          (Decrease) increase in stockholders' loans                                   (14,573)                406
          Decrease in mortgage payable                                                  (2,112)                  -
                                                                                        -------              -----

                  Net cash (used in) provided by financing activities                  (12,011)              5,114
                                                                                       --------              -----

NET INCREASE IN CASH                                                                     1,152               8,429

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

CASH AND CASH EQUIVALENTS,
          end of period                                                                $17,250              $9,297
                                                                                        ======               =====

</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, 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
         $2,983,000.  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  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
         period  ended May 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  consolidated  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.


                                      -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  buildings  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 May 31, 2004 and May 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 asset
         (approximating   $679,000)   resulting  from  the  net  operating  loss
         carryforward.

         As of May 31, 2004, a net operating loss  carryforward of approximately
         $1,698,000 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  $26,600 and $25,500 for the three  months  ended May 31,
         2004 and May 31, 2003 respectively. Advertising costs include the value
         of radio air time received as


                                      -8-
<PAGE>


         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  COMPENSATIONS - 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 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.

         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:
<TABLE>
<CAPTION>

                                                                         May 31                 February 29,
                                                                          2004                     2004
                                                                          ----                    -----

                                                           <c>                         <c>
         Land                                                         $121,253                    $121,253
         Building                                                      155,747                     155,747
                                                                       -------                     -------
                                                                       277,000                     277,000

         Accumulated depreciation                                        4,462                       3,846
                                                                       -------                     -------
                                                                      $272,538                    $273,154
                                                                       =======                     =======
</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
         $12,300 for the three months ended May 31, 2004.




                                      -9-
<PAGE>


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:
<TABLE>
<CAPTION>

         Year 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 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,  2004,  amounts due to  stockholders,  including
                  interest,  is  approximately  $264,000.  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
                  $55,000 and $77,500  for the three  months  ended May 31, 2004
                  and  2003,   respectively.   These  revenues  include  initial
                  franchise  fees,  continuing  franchise  fees, and advertising
                  fees.

         d.       Consulting  fees  included  $45,000 for both the three  months
                  ended  May 31,  2004  and  May 31,  2003  for  consulting  and
                  management  services  provided by Meisenheimer  Capital,  Inc.
                  ("MCI").

         e.       The Company leased its office space from Meisenheimer  Capital
                  Real  Estate   Holdings,   Inc.   ("MCREH"),   a  wholly-owned
                  subsidiary  of MCI,  until May 2003 (Note 3). Rent  expense on
                  this operating lease was $7,500 for the three months ended May
                  31, 2003.


                                      -10-
<PAGE>


         f.       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 USBL entered into the  following  non-cash  transaction  during the
         three months ended May 31, 2004.

         The Company received $70,000 of consulting fees,  promotional services,
         and  expense  reimbursements  in lieu of  cash,  as  consideration  for
         franchise fees and advertising.

         The USBL entered into the following  non-cash  transactions  during the
         three months ended May 31, 2003.

         The Company received $70,000 of consulting fees,  promotional services,
         and  expense  reimbursements  in lieu of  cash,  as  consideration  for
         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  approximately   $42,400,  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  $7,700  and $1,910 for the
         three months ended May 31, 2004 and May 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 May 31, 2004.

11.      OTHER REVENUES

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




                                      -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. The Company did activate a new franchise (Florence,  SC)
for the 2004 season.  In  addition,  a dormant  franchise  (St.  Louis,  MI) 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.  Notwithstanding  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  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  Development  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 working relationship with the NBA.


THREE MONTHS ENDED MAY 31, 2004 AS COMPARED TO MAY 31, 2003

     Initial  franchise  fees for the three  months  ended May 31, 2004  totaled
$25,000 as compared to $65,000 for the  comparable  period in 2003. In addition,
continuing  franchise  fees  increased to $142,000 from  $99,200.  The aggregate
increase  of $2,800  (1.7%)  reflects  the  concerted  efforts by the Company to
collect  franchise fees earned in the season. No new franchises were sold in the
three-month  period ended May 31, 2004.  Sponsorship  and  advertising  revenues
totaled $10,000 as compared to $5,000 in 2003.  Approximately $55,000 and$77,500
of the 2004 and 2003 quarterly revenues, respectively, were derived from various
related parties.

     Operating  expenses  decreased from $210,000 for the three months ended May
31, 2003 to $208,000 for the three months ended May 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
Meisenheimer  III  and  Richard  Meisenheimer.  Travel  and  promotion  expenses
increased  from $58,000 in 2003 to $78,000 in 2004. The increase was a result of
increased  referee travel and the  acquisition  of the Florence,  South Carolina
team. Other operating expenses remained relatively consistent.


                                      -12-
<PAGE>



     Interest  expense  increased  to $7,600 in 2004,  as  compared to $1,900 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 three months ended May 31, 2004 was $23,000 as compared to
$26,000 for the three months ended May 31, 2003.  The decrease  reflects  higher
revenues,  relatively consistent operating expenses, and an increase in interest
expense.

LIQUIDITY AND CAPITAL RESOURCES

     At May 31, 2004 the Company had a cash position approximating $17,300 and a
working capital deficit approximating  $473,000. The Company's statement of cash
flows reflects cash provided by operations of approximately $13,000,  consisting
principally of a net loss of $23,000  offset by an increase in accounts  payable
and  accrued  expenses  of  approximately  $35,000.  Net cash used in  financing
activities  approximated  $12,000,  consisting  principally  of  a  decrease  in
stockholder loans of approximately $15,000,  offset by a net increase in amounts
due from  affiliates  of  approximately  $5,000 and  payments  on a mortgage  of
approximately $2,000.

     In May 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 $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 $100,000 of back franchise fees during the next 12 months.  Adding this to
the $170,000  of anticipated  royalty  fees,  this could  amount to  $270,000 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


                                      -13-
<PAGE>

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 May 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 May 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  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



                                      -14-
<PAGE>





                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                               UNITED STATES BASKETBALL LEAGUE,
                                               INC.
                                               (Registrant)

                                               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: July 15, 2004



                                      -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-
<PAGE>