UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549





FORM
10-Q





(Mark
One)





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





For the
quarterly period ended November 30,
2008





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





For the
transition period from _____________ to _____________





Commission
File Number 1-15913





UNITED STATES BASKETBALL
LEAGUE, INC.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
                
                06-1120072(State
      or Other Jurisdiction of
                
                (I.R.S.
      EmployerIncorporation
      or Organization)
                
                Identification
      Number)





183 Plains Road, Suite 2
Milford, Connecticut 06461


(Address
of Principal Executive Offices)





(203)
877-9508


(Registrant’s
Telephone Number, Including Area Code)





___________________________________________


(Former
Name, Former Address and Former Fiscal Year, if Changed


Since
Last Report)





Indicate
by check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x     No
 ̈





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





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock as of the latest
practicable date.  As of December 29, 2008, there were 3,482,527
shares of Common Stock, $.01 par value per share, outstanding.





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





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







UNITED
STATES BASKETBALL LEAGUE, INC.


INDEX





PAGEPART
      I.
                                                                FINANCIAL
      INFORMATION
                                                                
                                                                3Item
      1.
                                                                UNAUDITED
      FINANCIAL STATEMENTS.Consolidated
      Balance Sheets – November 30, 2008and February 29,
      2008
                                                                
                                                                3Consolidated
      Statements of Operations for the three andnine months ended
      November 30, 2008 and 2007
                                                                
                                                                4Consolidated
      Statement of Stockholders’Deficiency
                                                                
                                                                5Consolidated
      Statements of Cash Flows for thenine months ended November 30,
      2008 and 2007
                                                                
                                                                6Notes
      to Consolidated Financial Statements
                                                                
                                                                7Item
      2.
                                                                Management’s
      Discussion and Analysis of Financial Condition and
      Results of Operation
                                                                
                                                                13Item
      3.
                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                
                                                                14Item
      4T.
                                                                Controls
      and Procedures
                                                                
                                                                14PART
      II.
                                                                OTHER
      INFORMATION
                                                                
                                                                15Item
      1.
                                                                Legal
      Proceedings
                                                                
                                                                15Item
      5.
                                                                Other
      Information
                                                                
                                                                15Item
      6.
                                                                Exhibits
                                                                
                                                                16




2


PART
I


FINANCIAL
INFORMATION





ITEM
1.                                CONSOLIDATED
FINANCIAL STATEMENTS.





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED BALANCE
SHEETS





November
      30,
                            2008
                          
                          
                          February
      29,
                            2008(Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                          
                          $
                          4,698
                          
                          
                          $
                          17,975Marketable
      equity securities
                          
                          
                          17,078
                          
                          
                          
                          3,642Inventory
                          
                          
                          5,000
                          
                          
                          
                          5,000Due
      from related parties
                          
                          
                          36,836
                          
                          
                          
                          28,895Total
      current assets
                          
                          
                          63,612
                          
                          
                          
                          55,512PROPERTY,
      NET
                          
                          
                          248,492
                          
                          
                          
                          252,386Total
      assets
                          
                          $
                          312,104
                          
                          
                          $
                          307,898LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                          
                          $
                          147,196
                          
                          
                          $
                          73,375Deferred
      Revenue
                          
                          
                          25,000
                          
                          
                          
                          -Credit
      card obligations
                          
                          
                          115,647
                          
                          
                          
                          96,688Due
      to related parties
                          
                          
                          1,179,256
                          
                          
                          
                          994,604Current
      portion of mortgage payable
                          
                          
                          -
                          
                          
                          
                          74,245Total
      current liabilities
                          
                          
                          1,467,099
                          
                          
                          
                          1,238,912Due
      to related parties, net of current portion
                          
                          
                          50,000
                          
                          
                          
                          50,000Total
      Liabilities
                          
                          
                          1,517,099
                          
                          
                          
                          1,288,912STOCKHOLDERS’
      DEFICIENCYCommon
      stock, $0.01 par value; 30,000,000 shares authorized;
      issued  and outstanding  3,522,502 and 3,522,502,
      shares respectively
                          
                          
                          35,225
                          
                          
                          
                          35,225Preferred
      stock,  $0.01 par value; 2,000,000  shares authorized;
      1,105,679 shares issued  and outstanding
                          
                          
                          11,057
                          
                          
                          
                          11,057Additional
      paid-in-capital
                          
                          
                          2,668,155
                          
                          
                          
                          2,668,155Deficit
                          
                          
                          (3,876,978
                          )
                          
                          
                          (3,652,997
                          )Treasury
      stock, at cost; 39,975 shares
                          
                          
                          (42,454
                          )
                          
                          
                          (42,454
                          )Total
      stockholders’ deficiency
                          
                          
                          (1,204,995
                          )
                          
                          
                          (981,014
                          )Total
      liabilities and stockholders’ deficiency
                          
                          $
                          312,104
                          
                          
                          $
                          307,898





See notes
to consolidated financial statements.




3





UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)





Three
      Months Ended
                      
                      
                      Nine
      Months EndedNovember
      30,
                        2008
                      
                      
                      November
      30,
                        2007
                      
                      
                      November
      30,
                        2008
                      
                      
                      November
      30,
                        2007REVENUES:Initial
      franchise fees
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Continuing
      franchise fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      20,000
                      
                      
                      
                      85,000Sponsorship/advertising
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      45,000Other
                      
                      
                      -
                      
                      
                      
                      16,575
                      
                      
                      
                      22,000
                      
                      
                      
                      49,698-
                      
                      
                      
                      16,575
                      
                      
                      
                      42,000
                      
                      
                      
                      179,698OPERATING
      EXPENSES:Consulting
                      
                      
                      5,600
                      
                      
                      
                      1,000
                      
                      
                      
                      10,100
                      
                      
                      
                      79,500Referee
      fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      20,200Salaries
                      
                      
                      13,585
                      
                      
                      
                      14,950
                      
                      
                      
                      42,985
                      
                      
                      
                      44,850Travel
      and promotion
                      
                      
                      16,458
                      
                      
                      
                      15,635
                      
                      
                      
                      37,680
                      
                      
                      
                      19,013Depreciation
                      
                      
                      1,298
                      
                      
                      
                      1,298
                      
                      
                      
                      3,894
                      
                      
                      
                      3,894Other
                      
                      
                      24,866
                      
                      
                      
                      15,105
                      
                      
                      
                      101,081
                      
                      
                      
                      63,46361,807
                      
                      
                      
                      47,988
                      
                      
                      
                      195,740
                      
                      
                      
                      230,920Income
      (loss) from operations
                      
                      
                      (61,807
                      )
                      
                      
                      (31,413
                      )
                      
                      
                      (153,740
                      )
                      
                      
                      (51,222
                      )OTHER
      INCOME (EXPENSES):Net
      gain (loss) from marketable equity securities
                      
                      
                      (56,255
                      )
                      
                      
                      307
                      
                      
                      
                      (42,964
                      )
                      
                      
                      (714
                      )Interest
      expense
                      
                      
                      (9,551
                      )
                      
                      
                      (9,882
                      )
                      
                      
                      (27,382
                      )
                      
                      
                      (22,817
                      )Interest
      and dividend income
                      
                      
                      33
                      
                      
                      
                      2
                      
                      
                      
                      105
                      
                      
                      
                      16(65,773
                      )
                      
                      
                      (9,573
                      )
                      
                      
                      (70,241
                      )
                      
                      
                      (23,515
                      )NET
      INCOME (LOSS)
                      
                      $
                      (127,580
                      )
                      
                      $
                      (40,986
                      )
                      
                      $
                      (223,981
                      )
                      
                      $
                      (74,737
                      )Earnings
      (loss) per common share:Basic
                      
                      $
                      (.04
                      )
                      
                      $
                      (.01
                      )
                      
                      $
                      (.06
                      )
                      
                      $
                      (.02
                      )Diluted
                      
                      $
                      (.04
                      )
                      
                      $
                      (.01
                      )
                      
                      $
                      (.06
                      )
                      
                      $
                      (.02
                      )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDINGBasic
                      
                      
                      3,482,527
                      
                      
                      
                      3,482,527
                      
                      
                      
                      3,482,527
                      
                      
                      
                      3,482,527Diluted
                      
                      
                      4,588,206
                      
                      
                      
                      4,588,206
                      
                      
                      
                      4,588,206
                      
                      
                      
                      4,588,206





See notes
to consolidated financial statements.


4


UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENT OF
STOCKHOLDERS’ DEFICIENCY


(Unaudited)





Common Stock
                
                
                Preferred Stock
                
                
                Additional
                
                
                
                
                
                
                
                
                TotalShares
                
                
                
                
                
                Shares
                
                
                
                
                
                Paid-in
                
                
                
                
                
                Treasury
                
                
                Stockholders’Outstanding
                
                
                Amount
                
                
                Outstanding
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                Stock
                
                
                DeficiencyBalance
      February 29, 2008
                
                
                3,522,502
                
                
                $
                35,225
                
                
                
                1,105,679
                
                
                $
                11,057
                
                
                $
                2,668,155
                
                
                $
                (3,652,997
                )
                
                $
                (42,454
                )
                
                $
                (981,014
                )Net
      Income (loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (223,981
                )
                
                
                -
                
                
                
                (223,981
                )Balance
      November 30, 2008
                
                
                3,522,502
                
                
                $
                35,225
                
                
                
                1,105,679
                
                
                $
                11,057
                
                
                $
                2,668,155
                
                
                $
                (3,876,978
                )
                
                $
                (42,454
                )
                
                $
                (1,204,995
                )





See notes
to consolidated financial statements.


5




UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF
CASH FLOWS


(Unaudited)





Nine
      Months EndedNovember
      30,
                      2008
                    
                    
                    November
      30,
                      2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                    
                    $
                    (223,981
                    )
                    
                    $
                    (74,737
                    )Adjustments
      to reconcile net income(loss) to net cash provided by (used in) operating
      activities:Depreciation
                    
                    
                    3,894
                    
                    
                    
                    3,894Judgment
      Reserve
                    
                    
                    -
                    
                    
                    
                    (150,000
                    )Change
      in operating assets and liabilities:Increase
      in deferred revenue
                    
                    
                    25,000Marketable
      equity securities
                    
                    
                    (13,436
                    )
                    
                    
                    (2,493
                    )Accounts
      payable and accrued expenses
                    
                    
                    73,821
                    
                    
                    
                    (16,517
                    )Credit
      card obligations
                    
                    
                    18,959
                    
                    
                    
                    10,529Net
      cash used in operating activities
                    
                    
                    (115,743
                    )
                    
                    
                    (229,324
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Loans
      from (repayments to) related parties
                    
                    
                    176,711
                    
                    
                    
                    233,652Decrease
      in mortgage payable
                    
                    
                    (74,245
                    )
                    
                    
                    (7,888
                    )Net
      cash provided by financing activities
                    
                    
                    102,466
                    
                    
                    
                    225,764NET
      INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
                    
                    
                    (13,277
                    )
                    
                    
                    (3,560
                    )CASH
      AND CASH EQUIVALENTS, beginning of period
                    
                    
                    17,975
                    
                    
                    
                    4,061CASH
      AND CASH EQUIVALENTS, end of period
                    
                    $
                    4,698
                    
                    
                    $
                    501SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
                    
                    $
                    19,733
                    
                    
                    $
                    20,179Income
      tax paid
                    
                    $
                    -
                    
                    
                    $
                    -





See notes
to consolidated financial statements.





6




UNITED STATES BASKETBALL
LEAGUE, INC. AND SUBSIDIARY


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS


NINE MONTHS ENDED NOVEMBER
30, 2008


(Unaudited)




1.
            Description
      of Business and Basis of
Presentation:




United
States Basketball League, Inc. (“USBL”), incorporated in Delaware on May 29,
1984, operates a professional summer basketball league through franchises
located in the United States. Its
wholly owned subsidiary Meisenheimer Capital Real Estate Holdings, Inc.
(“MCREH”) owns a commercial building in Milford, Connecticut.





At
November 30, 2008, USBL and MCREH (collectively, the “Company”) had negative
working capital of $1,403,487, a stockholders’ deficiency of $1,204,995 and
accumulated losses of $3,876,978.  Further USBL suspended its 2008
season and may suspend its 2009 season.  These factors, as well as the
Company’s reliance on related parties (see Notes 6 and 8), create substantial
doubt as to the Company’s ability to continue as a going concern.





The
Company is making efforts to raise equity capital, revitalize the league and
market new franchises. However, there can be no assurance that the Company will
be successful in accomplishing its objectives.  The consolidated
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.





The
accompanying unaudited consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Accordingly, they may not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.  In the opinion of
management, the unaudited financial statements reflect all adjustments, which
include only normal recurring adjustments, necessary for a fair
presentation.  Operating results for the nine-month period ended
November 30, 2008 may not necessarily be indicative of the results that may be
expected for the year ending February 28, 2009.  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, 2008.




2.
            Summary
      of Significant Accounting
Policies:




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





Fair value
disclosures –The carrying amounts of the Company’s financial
instruments, which consist of cash and cash equivalents, marketable equity
securities, accounts payable and accrued expenses, credit card obligations, due
to related parties and mortgage payable, approximate their fair value due to
their short term nature or based upon values of comparable
instruments.





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.




7





Marketable equity
securities–Marketable equity securities are recorded at fair value with unrealized
gains and losses included in income.  The Company has classified its
investment in marketable equity securities as trading securities.  The
change in net unrealized holding gain (loss) included in earnings for the three
months and nine months ended November 30, 2008 and 2007 was $ (56,255), $307,
$(42,964), and $(10,621), respectively.





Inventory -Inventory consists of USBL trading cards, basketball uniforms, sporting
equipment and printed promotional material and is stated at the lower of cost or
market.  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 November 30, 2008 was
$100,000.





The
Company generates advertising revenue from fees for arena signage, tickets, and
program and year book advertising space. Advertising revenue is recognized over
the period that 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 $680,000) resulting from the net operating
loss carryforward.





As of
November 30, 2008, the Company had a net operating loss carryforward of
approximately $1,700,000 available to offset future taxable
income.  The carryforward expires in varying amounts through year
ended February 29, 2029.





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.




8




Advertising
costs - Advertising costs are expensed as incurred.





Stock-based
compensation -  Stock compensation is accounted for at fair
value in accordance with SFAS No. 123 and 123(R),   “Accounting
for Stock-Based Compensation.”  No stock options were granted during
2008 and 2007 and none are outstanding at November 30, 2008.




Earnings (loss)
per share-SFAS
No. 128, “Earnings Per Share”, 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.  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, 2008 and 2007 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.
            Due From Related
      Parties





Due from related parties consist
of:




November
      30,
            
            
            February
      29,2008
            
            
            2008(unaudited)Due
      from Meisenheimer Capital, Inc. (“MCI”) controlling stockholder of USBL,
      non-interest bearing, due on demand
            
            $
            34,836
            
            
            $
            26,895Due
      from Synercom (“Synercom”), a corporation controlled by the two officers
      of USBL, non-interest bearing, due on demand
            
            
            2,000
            
            
            
            2,000Total
            
            $
            36,836
            
            
            $
            28,895




9







4.
            Property,
      Net




Property,
net consists of:





November
      30,
                    
                    
                    February
      29,2008
                    
                    
                    2008(unaudited)Land
                    
                    $
                    121,253
                    
                    
                    $
                    121,253Building
                    
                    
                    155,747
                    
                    
                    
                    155,747Total
                    
                    
                    277,000
                    
                    
                    
                    277,000Accumulated
      depreciation
                    
                    
                    (28,508
                    )
                    
                    
                    (24,614
                    )Property,
      net
                    
                    $
                    248,492
                    
                    
                    $
                    252,386





Through
June 2008, MCREH leased parts of the property to Cadcom, Inc., a corporation
controlled by the two officers of USBL, on a month-to-month
basis.  Rental income from Cadcom (which is included in other revenues
in the consolidated statements of operations) for the three months ended
November 30, 2008 and 2007 and for the nine months ended November 30, 2008 and
2007 was $0, $16,500, $22,000, and $49,500, respectively.





Since
June 2008, MCREH has had no tenants at the property.





5.
            Credit Card
      Obligations





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




10




6.
            Due to Related
      Parties





Due to
related parties consists of:




November
              30,
      2008
            
            
            February
      29,
              2008(Unaudited)USBL
      loans payable to Spectrum Associates, Inc. (“Spectrum”), acorporation
      controlled by the two officers of USBL, interest at 6%,due
      on demand
            
            $
            659,286
            
            
            $
            553,919USBL
      loans payable to the two officers of USBL,interest
      at 6%, due on demand
            
            
            309,970
            
            
            
            300,685MCREH
      note payable to the two officers of USBL,interest
      at 6%, due December 31, 2011
            
            
            50,000
            
            
            
            50,000MCREH
      note payable to Spectrum, interest at 7%, due on demand,secured
      by MCREH property
            
            
            25,000
            
            
            
            25,000MCREH
      note payable to president of USBL, interest at 7%,due
      on demand, secured by MCREH property
            
            
            45,000
            
            
            
            45,000MCREH  note
      payable to the two officers of USBL,interest
      at 7%, due on demand, secured by MCREH property
            
            
            70,000
            
            
            
            70,000MCREH
      note payable to the two officers of USBL,interest
      at 4%, due October 22, 2009, secured by MCREH property
            
            
            70,000
            
            
            
            -Total
            
            
            1,229,256
            
            
            
            1,044,604Less
      current portion
            
            
            (1,179,256
            )
            
            
            (994,604
            )Noncurrent
      portion
            
            $
            50,000
            
            
            $
            50,000





For the
nine months ended November 30, 2008 and 2007, interest due under the USBL loans
was waived by the respective lenders.





At
November 30, 2008 and February 29, 2008, accounts payable and accrued expenses
included accrued interest payable to related parties totaling $12,737 and
$5,088, respectively.


7.
              Stockholders’
      Equity
 
 Each
share of common stock has one vote.  Each share of preferred stock has
five votes, is entitled to a 2% non-cumulative annual dividend, and is
convertible at any time into one share of common stock.
 
 8.
              Related Party
      Transactions
 
 In
      the three months ended November 30, 2008 and 2007 and the nine months
      ended November 30, 2008 and 2007, USBL included in continuing franchise
      fees revenues from MCI of $0, $0, $0, and $75,000 respectively, and
      revenues from Spectrum of $0, $0, $20,000 and $0,
      respectively.
 
 In
      the three months ended November 30, 2008 and 2007 and the nine months
      ended November 30, 2008 and 2007, USBL received advertising revenues from
      Spectrum totaling $0, $0, $0, and $45,000,
  respectively.
 
 In
      the three months ended November 30, 2008 and 2007 and the nine months
      ended November 30, 2008 and 2007, MCREH received rental income from
      Cadcom, Inc., a corporation controlled by the two officers of USBL,
      totaling $0, $16,500, $22,000, and $49,500,
  respectively.
 
 In
      the three months ended November 30, 2008 and 2007 and the nine months
      ended November 30, 2008 and 2007, USBL included in consulting fees
      expenses to MCI of $0, $0, $0, and $75,000,
  respectively.
  11





9.
            Commitments and
      Contingencies





Occupancy
Agreement





In
September 2007, the Company moved its offices from the MCREH building to a
building owned by Genvest, LLC, an organization controlled by the two officers
of USBL.  Improvements to the Company’s space were completed in
February 2008.  Pursuant to a verbal agreement, the Company is to pay
Genvest monthly rentals of $1,000 commencing March 2008.  At November
30, 2008, accounts payable and accrued expenses included accrued rent payable to
Genvest totaling $9,000.





Financial Advisory
Agreement





On
November 28, 2007, USBL executed an agreement with Colebrooke Capital, Inc.
(“Colebrooke”).  The agreement provided for Colebrooke to provide
financial advisory services to USBL.  As compensation, USBL was to pay
Colebrooke monthly fees of $3,000 commencing December 15, 2007.  In
the event that a financing is consummated with a participant introduced to USBL
by Colebrooke or with which Colebrooke was in discussions with on behalf of
USBL, Colebrooke is to receive consideration equal to 7.5% of the total capital
raised.  For non-financing capital transactions Colebrooke is to earn
a cash fee equal to 5% of the Transaction Value; alternatively and
at  Colebrooke’s option, Colebrooke may receive 6% of the Transaction
Value in an equivalent form to that received or issued by USBL.  The
term of the agreement is four months and renews automatically unless either
party has provided written notice of cancellation.  Colebrooke’s
engagement may be terminated by USBL or Colebrooke at any time upon 30 days
written notice from one party to the other.





No
monthly fees to Colebrooke were paid or accrued in the nine months ended
November 30, 2008.  The Company has obtained a verbal waiver of such
fees from Colebrooke.





Suspension of 2008
Season





In
December 2007, USBL announced the suspension of its 2008 season.  This
suspension has resulted in one legal action and may result in additional claims
and legal actions from franchisees.





USBL may
also suspend its 2009 season.





Litigation





On June
30, 2008, a legal action was commenced by Albany Patroons, Inc., a franchisee of
USBL, against the Company in the United States District Court for the Northern
District of New York.  The complaint alleges breach of contract by
USBL due to the suspension of the 2008 season and seeks total damages of
$285,000.  On September 5, 2008, the Company answered the complaint
and asserted a counter-claim against plaintiff for breach of franchise agreement
and/or memorandum of agreement.  The Company believes that it has a
meritorious defense to the action and does not expect the ultimate resolution of
this matter to have a material adverse effect on its consolidated financial
condition or results of operations.




12




South Korean
Venture





In August
2008, the Company received $170,667 from a third party to investigate business
opportunities with the South Korea Basketball League, and with prospective South
Korean sponsors.  Under a verbal agreement with the third party, the
$170,667 is to be used to pay certain expenditures approved by the third party
in connection with such investigation.  From August 2008 to November
2008, the Company paid a total of $100,000 to a consulting firm approved by the
third party.  Since the third party effectively controls the funds,
the Company recorded the $170,667 as a liability (not as revenue) and recorded
the $100,000 expenditures as a reduction of the liability (not as an
expense).  At November 30, 2008, the Company has included the $70,667
unexpended portion of the money in accounts payable and accrued
expenses.





ITEM2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION.





OVERVIEW





It is anticipated that the Company will
continue to rely on financial assistance from affiliates.  The
Meisenheimer family is fully committed to making the Company a profitable
operation and also making the League a viable one.  Given the current
lack of capital, the Company has not been able to develop any new programs to
revitalize the League, nor has it been able to hire additional sales and
promotional personnel.  As a result, the Company is currently
dependent on the efforts of Daniel T. Meisenheimer, III and two other employees
for all marketing efforts.  Their efforts have not resulted in any
substantial increase in the number of franchises.  The NBA has
established a developmental basketball league known as the National Basketball
Developmental League (“NBDL”).  The Company believes that the
establishment of this league, consisting of eight teams, will have no effect on
the Company’s season, since the NBDL season as presently constituted runs from
November through March.  Further, nothing prohibits a NBDL player from
playing in the USBL.  Accordingly, and as of the present time, the
Company does not perceive the NBDL as a competitor.  However, with the
establishment of the NBDL, it is unlikely that, at least for the present time,
the Company can develop any meaningful relationship with the
NBA.





THREE
MONTHS ENDED NOVEMBER 30, 2008 AS COMPARED TO NOVEMBER 30, 2007





Revenues decreased $16,575 from $16,575
in 2007 to $0 in 2008. In 2007, the Company had $16,500 in rental revenues from
the MCREH property.





Operating expenses increased $13,819
from $47,988 in 2007 to $61,807 in 2008 primarily due to an increase in
professional fees.





Net loss increased $86,594 from $40,986
in 2007 to $127,580 in 2008, primarily due to $16,575 lower revenues, $13,819
higher operating expenses, and a $56,255 loss from marketable equity securities
in 2008.




13




NINE
MONTHS ENDED NOVEMBER 30, 2008 AS COMPARED TO NOVEMBER 30, 2007





Aggregate franchise fees decreased to
$20,000 for the first nine months of 2008 from $85,000 for the first nine months
of 2007.  This decrease was due to the suspension of the 2008
season.  Sponsorship and advertising revenues totaled $0 during the
first nine months of 2008 as compared to $45,000 in the first nine months of
2007, all from the Company’s affiliate Spectrum Associates.  $42,000
and $169,500 of the 2008 and 2007 revenues, respectively, were derived from
various related parties.





Operating expenses decreased from
$230,920 for the nine months ended November 30, 2007 to $195,740 for the nine
months ended November 30, 2008.  This decrease was due to the $69,400
decrease in consulting fees and $20,200 decrease in referee fees as a result of
the suspension of the 2008 season.  Operating expenses for the nine
months ended November 30, 2008 and 2007 included consulting fees of $0 and
$75,000 respectively, to MCI for management services, including the services
provided to the Company by Daniel T. Meisenheimer, III and Richard
Meisenheimer.





Net loss
increased $149,244 from $74,737 in 2007 to $223,981 in 2008.  The
decrease was due mainly to the $137,698 decrease in revenues and the $42,964
loss from marketable securities, offset partially by the $35,180 decrease in
operating expenses.





LIQUIDITY
AND CAPITAL RESOURCES





The Company had cash of $4,698 and a
working capital deficit of $1,403,487 at November 30, 2008.  The
Company's statement of cash flows reflects cash used in operations of $115,743
in 2008, which results primarily from the $223,981 net loss, offset partially by
a $73,821 increase in accounts payable and accrued expenses.  Net cash
provided by financing activities was $102,466 in 2008, primarily due to loans
from related parties.





The Company’s ability to generate cash
flow from franchise royalty fees is dependent on scheduling of a 2009 season and
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.  Accordingly, if the Company is unable to generate additional
sales of franchises and schedule a 2009 season within the next 12 months, it
will again have to rely on affiliates for loans and revenues to assist it in
meeting its current obligations.  With respect to long term needs, the
Company recognizes that in order from 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.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
      applicable





ITEM4T.
            CONTROLS
      AND PROCEDURES.





Under the
supervision and with the participation of our management, including our
principal executive and financial officers, we have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of
November 30, 2008 and, based on such evaluation, our principal executive and
financial officers 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 November 30,
2008 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.




14




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
      1.
            LEGAL
      PROCEEDINGS.





On June 30, 2008, a legal action was
commenced by Albany Patroons, Inc., a franchisee of USBL, against the Company in
the United States District Court for the Northern District of New
York.  The complaint alleges breach of contract by USBL due to the
suspension of the 2008 season and seeks total damages of $285,000.  On
September 5, 2008, the Company answered the complaint and asserted a
counter-claim against plaintiff for breach of franchise agreement and/or
memorandum of agreement.  The Company believes that it has a
meritorious defense to the action and does not expect the ultimate resolution of
this matter to have a material adverse effect on its consolidated financial
condition or results of operations.





ITEM
      5.
              OTHER
      INFORMATION.





In August 2008, the Company received
$170,667 from a third party to investigate business opportunities with the South
Korea Basketball League, and with prospective South Korean
sponsors.  Under a verbal agreement with the third party, the $170,667
is to be used to pay certain expenditures approved by the third party in
connection with such investigation.  From August 2008 to November
2008, the Company paid a total of $100,000 to a consulting firm approved by the
third party.  Since the third party effectively controls the funds,
the Company recorded the $170,667 as a liability (not as revenue) and recorded
the $100,000 in expenditures as a reduction of the liability (not as an
expense).  At November 30, 2008, the Company has included the $70,667
unexpended portion of the money in accounts payable and accrued
expenses.





The Company does not have in place
procedures by which security holders may recommend nominees to the Company’s
board of directors.




15




ITEM
      6.
            EXHIBITS.





Exhibit No.:
                    
                    Description:*3(i)
                    
                    Certificate
      of Incorporation (May 29, 1984)*3(i)a
                    
                    Amended
      Certificate of Incorporation (Sept. 4, 1984)*3(i)b
                    
                    Amended
      Certificate of Incorporation (March 5, 1986)*3(i)c
                    
                    Amended
      Certificate of Incorporation (Feb. 19, 1987)*3(i)d
                    
                    Amended
      Certificate of Incorporation (June 30, 1995)*3(i)e
                    
                    Amended
      Certificate of Incorporation (January 12, 1996)*3(i)f
                    
                    Certificate
      of Renewal (June 23, 1995)*3(i)g
                    
                    Certificate
      of Renewal (May 22, 2000)*3(ii)a
                    
                    By-Laws
      of USBL*3(ii)b
                    
                    Amended
      By-Laws+10.2
                    
                    Standard
      Franchise Agreement of USBL31.1
                    
                    Certification
      of President (principal executive officer)31.2
                    
                    Certification
      of  Chief Financial Officer (principal financial
      officer)32
                    
                    Certification
      pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002





___________________





*Incorporated
      by reference to the Company’s Registration Statement on Form 10-SB, and
      amendments thereto, filed with the SEC on May 30, 2000.
                
                +Incorporated
      by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
      year ended February 28, 2001.




16




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 IIIDaniel
      T. Meisenheimer IIIChairman
      and PresidentBy:
                  /s/
      Richard C. MeisenheimerRichard
      C. MeisenheimerChief Financial Officer andDirector





Date:  January
12, 2009




17




EXHIBIT
INDEX




Exhibit No.:
                  
                  Description:*3(i)
                  
                  Certificate
      of Incorporation (May 29, 1984)*3(i)a
                  
                  Amended
      Certificate of Incorporation (Sept. 4, 1984)*3(i)b
                  
                  Amended
      Certificate of Incorporation (March 5, 1986)*3(i)c
                  
                  Amended
      Certificate of Incorporation (Feb. 19, 1987)*3(i)d
                  
                  Amended
      Certificate of Incorporation (June 30, 1995)*3(i)e
                  
                  Amended
      Certificate of Incorporation (January 12, 1996)*3(i)f
                  
                  Certificate
      of Renewal (June 23, 1995)*3(i)g
                  
                  Certificate
      of Renewal (May 22, 2000)*3(ii)a
                  
                  By-Laws
      of USBL*3(ii)b
                  
                  Amended
      By-Laws+10.2
                  
                  Standard
      Franchise Agreement of USBL31.1
                  
                  Certification
      of President (principal executive officer)31.2
                  
                  Certification
      of Chief Financial Officer (principal financial
officer)32
                  
                  Certification
      pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002









*Incorporated
by reference to the Company’s Registration Statement on Form 10-SB, and
amendments thereto, filed with the SEC on May 30, 2000





+Incorporated
by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year
ended February 28, 2001.




18