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


                                   FORM 10-QSB

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

                                 For the quarterly period ended: August 31, 2005

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

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

                                 Commission File Number: 1-15913

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

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

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

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


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

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

As of November 8, 2005 the latest  practicable date, there were 3,487,627 shares
of Common Stock, $.01 par value per share, issued and outstanding.

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


<PAGE>


                      UNITED STATES BASKETBALL LEAGUE, INC.

                                      INDEX

                                                                            PAGE

PART I.  FINANCIAL INFORMATION................................................3

Item 1.    Unaudited Financial Statements:

           Consolidated Balance Sheets - August 31, 2005
           and February 28, 2005..............................................3

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

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

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

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

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

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

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

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.......13

Item 6.    Exhibits..........................................................14


                                       2

<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>

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

                                                         August 31,      February 28,
                                                           2005              2005
                                                        ----------       ------------
                                                        (Unaudited)       (Restated)

         ASSETS
         ------
<S>                                                       <C>            <C>
CURRENT ASSETS:
         Cash                                             $  4,213       $      2,770
         Marketable equity securities                       56,611             68,674
         Due from affiliates                                26,741             33,071
         Inventory                                           8,573              8,573
         Prepaid expenses & other current assets               600                600
                                                         ---------       ------------
Total current assets                                        96,738            113,688

PROPERTY AND PLANT, NET                                    265,366            267,962
                                                         ---------       ------------
Total assets                                              $362,104       $   381,650
                                                         =========       ============

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


CURRENT LIABILITIES:
         Accounts payable and accrued expenses            $190,998       $    232,748
         Due to affiliates                                 338,500            288,500
         Due to stockholders                               260,658            256,808
         Current portion of mortgage payable                 9,220              9,383
                                                          --------       ------------
Total current liabilities                                  799,376            787,439

MORTGAGE PAYABLE                                            89,328             93,713
NOTE PAYABLE                                                50,000             50,000
                                                          --------       ------------
         TOTAL LIABILITIES                                 938,704            931,152

STOCKHOLDERS' DEFICIENCY
         Common stock, $0.01 par value, 30,000,000
           shares authorized;  issued 3,527,602
           and 3,519,602 shares respectively                35,276             35,196
         Preferred stock, $0.01 par value, 2,000,000
           shares authorized; 1,105,679 shares
            issued and outstanding                          11,057             11,057
         Additional paid-in-capital                      2,671,929          2,666,009
         Deficit                                        (3,252,408)        (3,219,310)
         Treasury stock, at cost; 39,975 shares            (42,454)           (42,454)
                                                        ----------       ------------
                  Total stockholders' deficiency          (576,600)          (549,502)
                                                        ----------       ------------

                                                        $  362,104       $    381,650
                                                        ==========       ============

</TABLE>

                 See notes to consolidated financial statements


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                    Three Months Ended                       Six Months Ended
                                                    ------------------                       ----------------

                                                August 31,         August 31,         August 31,        August 31,
                                                  2005               2004               2005               2004
                                                --------           ----------         ----------        ---------
<S>                                             <C>                <C>                 <C>               <C>
REVENUES:
   Initial franchise fees                       $      -           $  25,000           $   5,000         $ 50,000
   Continuing franchise fees                      66,250             101,250             142,500          243,255
   Sponsorship/Advertising                        25,000              20,000              80,000           30,000
   Other                                          12,600              12,647              26,700           28,178
                                                --------           ---------          ----------       ----------
                                                 103,850             158,897             254,200          351,433
                                                --------           ---------          ----------       ----------

OPERATING EXPENSES:
   Consulting                                     52,650              54,400             103,800          108,390
   Team expenses                                  17,919              30,283              20,428           33,133
   Referee Fees                                   24,770              39,095              47,660           62,545
   Salaries                                       11,671              11,399              23,956           26,099
   Travel and Promotion                            3,756             101,285              17,802          179,118
   Depreciation                                    1,298                 616               2,596            1,232
   Other                                          26,350              47,950              66,220           82,276
                                                --------           ---------           ---------        ---------
                                                 138,414             285,028             282,462          492,793
                                                --------           ---------

(Loss) Income from operations                    (34,564)           (126,131)            (28,262)        (141,360)
                                                --------           ---------           ---------        ---------

OTHER INCOME
 (EXPENSES):
   Interest expense                               (2,886)             (3,329)             (5,686)         (10,982)
   Net gain from marketable
         securities                               11,310                   -                 825                -
   Interest income                                    11                  35                  25               41
                                                --------           ---------          ----------        ---------
                                                   8,435              (3,294)             (4,836)         (10,941)

NET (LOSS) INCOME                             $  (26,129)          $(129,425)         $  (33,098)       $(152,301)
                                                --------           ---------          ----------        ---------

NET (LOSS) INCOME
 PER SHARE:
    Basic                                     $     (.01)          $    (.04)         $     (.01)       $    (.04)
                                                --------           ---------         -----------        ---------
    Diluted                                         (.01)               (.04)               (.01)            (.04)
                                                --------           ---------         -----------        ---------

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
    Basic                                      3,483,627           3,445,527           3,481,627        3,445,527
                                              ----------           ---------         -----------        ---------
    Diluted                                    4,589,306           4,551,206           4,587,306        4,551,206
                                              ----------           ---------         -----------        ---------


</TABLE>

                 See notes to consolidated financial statements

                                       4


<PAGE>


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


<TABLE>
<CAPTION>


                                      Common Stock         Preferred Stock
                                ----------------------  --------------------   Additional                             Total
                                   Shares                Shares                 Paid-in                  Treasury  Stockholders'
                                Outstanding    Amount  Outstanding   Amount     Capital      Deficit      Stock     Deficiency
                                -----------    ------- -----------   -------   ----------  -----------   --------  ------------
<S>                               <C>          <C>      <C>          <C>       <C>         <C>           <C>        <C>
Balance, March 1, 2005
(as originally reported)          3,519,602    $35,196  1,105,679    $11,057   $2,666,009  $(3,287,984)  $(42,454)  $(618,176)
Prior period adjustment                   -          -          -          -            -       68,674          -      68,674
                                  ---------    -------  ---------    -------   ----------  -----------   --------   ---------

Balance, March 1, 2005
(as restated)                     3,519,602     35,196  1,105,679     11,057    2,666,009   (3,219,310)   (42,454)   (549,502)
Shares Issued For Services            8,000         80          -          -        5,920            -          -       6,000
            Net Loss                      -          -          -          -            -      (33,098)         -     (33,098)
                                  ---------    -------  ---------    -------    ---------   ----------   --------   ---------
Balance, August 31, 2005          3,527,602    $35,276  1,105,679    $11,057   $2,671,929  $(3,252,408)  $(42,454)  $(576,600)
                                  =========    =======  =========    =======   ==========  ===========   ========   =========
</TABLE>


                 See notes to consolidated financial statements


                                       5
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        Six Months Ended
                                                                                        ----------------

                                                                                 August 31,        August 31,
                                                                                    2005              2004
                                                                                -----------       ----------

<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Income (Loss)                                                      $  (33,098)       $ (152,301)
                                                                                ----------        ----------
         Adjustments to reconcile net income (loss) to
           net cash provided by (used in) operating activities:
                  Depreciation                                                       2,596             1,232
                  Shares issued for services                                         6,000                 -
                  Change in operating assets and liabilities:
                  Marketable equity securities                                      12,063                 -
                    Accounts payable and accrued expenses                          (41,750)          109,946
                                                                                ----------        ----------
                                                                                   (21,091)          111,178
                                                                                ----------        ----------
                  Net cash provided by (used in) operating activities              (54,189)          (41,123)
                                                                                ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments from (to) affiliates                                              56,330            53,061
         Increase (decrease) in stockholders' loans                                  3,850           (16,792)
         Repayment of mortgage payable                                              (4,548)           (4,217)
                                                                                ----------        ----------
                  Net cash provided by financing
                    activities                                                      55,632            32,052
                                                                                ----------        ----------

NET INCREASE (DECREASE) IN CASH                                                      1,443            (9,071)

CASH AND CASH EQUIVALENTS, beginning of period                                       2,770            16,098
                                                                                ----------        ----------

CASH AND CASH EQUIVALENTS, end of period                                        $    4,213        $    7,027
                                                                                ==========        ==========

</TABLE>


                 See notes to consolidated financial statements

                                       6

<PAGE>


                      UNITED STATES BASKETBALL LEAGUE, INC.
                      -------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                        SIX MONTHS ENDED AUGUST 31, 2005
                        --------------------------------
                                   (Unaudited)


1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

          The Company has  incurred an  accumulated  deficit of  $3,252,408.  In
     addition, the USBL's reliance on both substantial non-cash transactions and
     related  parties (see Notes 6 and 7) create an uncertainty as to the USBL's
     ability to continue as a going concern.

          The Company is making efforts to raise equity capital,  revitalize the
     league and market new franchises,  however,  there can be no assurance that
     the USBL will be successful in accomplishing its objectives. Because of the
     uncertainties  surrounding  the  ability  of the  Company to  continue  its
     operations,  there is  substantial  doubt  about the  Company's  ability to
     continue as a going  concern.  The financial  statements do not include any
     adjustments  that might be necessary  should the USBL be unable to continue
     as a going concern.

          The accompanying unaudited consolidated financial statements have been
     prepared  by the  Company  pursuant  to the  rules and  regulations  of the
     Securities and Exchange Commission.  Accordingly,  they may not include all
     of  the  information  and  footnotes  required  by  accounting   principles
     generally  accepted in the United States of America for complete  financial
     statements.   In  the  opinion  of  management,   the  unaudited  financial
     statements  reflect all  adjustments,  which include only normal  recurring
     adjustments,  considered  necessary  for  a  fair  presentation.  Operating
     results for the three-month and six-month periods ended August 31, 2005 may
     not  necessarily  be indicative of the results that may be expected for the
     year ended  February  28,  2006.  The notes to the  consolidated  financial
     statements  should be read in  conjunction  with the notes to the financial
     statements  contained  in the  Company's  Form  10-KSB  for the year  ended
     February 28, 2005.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES  OF  CONSOLIDATION  - The  accompanying  consolidated  financial
     statements  include the  accounts of USBL and its wholly  owned  subsidiary
     Meisenheimer   Capital  Real  Estate   Holdings,   Inc.   All   significant
     inter-company accounts and transactions have been eliminated.

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

     MARKETABLE EQUITY SECURITIES - Marketable equity securities are recorded at
     fair value with unrealized  gains and losses included in income.  Effective
     March 1, 2005, the Company reclassified its investment in marketable equity
     securities from the  available-for-sale  category to the trading securities
     category.  The change in net  unrealized  holding  gain (loss)  included in
     earnings  for the three  months and six months  ended  August 31,  2005 was
     $13,062 and $(14,275), respectively.

     INVENTORY - Inventory consists of USBL trading cards,  basketball uniforms,
     sporting equipment and printed promotional material.  Certain inventory was
     obtained  through barter


                                       7

<PAGE>

     transactions  whereby the USBL granted suppliers various  advertising space
     (print) and airtime  (television)  in return for the  supplier's  products.
     These  transactions  were  accounted  for based  upon the fair value of the
     assets and services involved in the transactions.

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

     REVENUE  RECOGNITION  - The Company  generally  uses the accrual  method of
     accounting in these financial  statements.  However, due to the uncertainty
     of collecting  royalty and franchise  fees from the  franchisees,  the USBL
     records  these  revenues  upon  receipt of cash  consideration  paid or the
     performance of related services by the franchisee. Franchise fees earned in
     non-monetary  transactions  are recorded at the fair value of the franchise
     granted  or the  service  received,  based on which  value is more  readily
     determinable. Upon the granting of the franchise, the Company has performed
     essentially all material conditions related to the sale. The offering price
     of a new franchise at August 31, 2005 and August 31, 2004 was $300,000.

          The Company generates advertising revenue from fees for arena signage,
     tickets,  and program and year book advertising space.  Advertising revenue
     is recognized at the time the  advertising  space is made  available to the
     user.  Fees  charged to teams to allow them to relocate are  recognized  as
     revenue upon collection of the fee. Souvenir sales,  which are generated on
     the  Company's  web  site,   are  recorded  upon  shipment  of  the  order.
     Essentially all orders are paid by credit card.

     INCOME TAXES - Deferred tax assets and liabilities are determined  based on
     differences  between  financial  reporting  and tax  bases  of  assets  and
     liabilities,  and are  measured  using the  enacted tax rates and laws that
     will be in effect when the differences are expected to reverse. A valuation
     allowance   has  been  fully   provided   for  the   deferred   tax  assets
     (approximating   $790,000)   resulting   from   the  net   operating   loss
     carryforward.

          As  of  August  31,  2005,  a  net  operating  loss   carryforward  of
     approximately $1,975,000 is available to offset future taxable income.

     ESTIMATES - The  preparation  of financial  statements in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     ADVERTISING  COSTS -  Advertising  costs are  expensed as incurred and were
     approximately  $1,700 and $53,600 for the six months  ended August 31, 2005
     and August 31, 2004  respectively.  Advertising  costs include the value of
     radio air time received as  consideration  for franchise fees. The value of
     this  advertising  is based  upon  the  standard  market  price of air time
     available to third party entities.

     STOCK-BASED  COMPENSATION  - The  Company  applies  APB  Opinion No. 25 and
     related  interpretations  in accounting  for  stock-based  compensation  to
     employees.  Stock  compensation to  non-employees  is accounted for at fair
     value  in  accordance   with  FASB  Statement  No.  123.   "Accounting  for
     Stock-Based Compensation" ("SFAS 123"). No options were granted during 2005
     and 2004 and none are outstanding at August 31, 2005.

     EARNINGS (LOSS) PER SHARE - Statement of Financial Accounting Standards No.
     128,

                                       8
<PAGE>


     "Earnings Per Share" (SFAS No. 128) establishes standards for computing and
     presenting  earnings  (loss) per share (EPS).  SFAS No. 128  requires  dual
     presentation  of basic and diluted EPS. Basic EPS excludes  dilution and is
     computed by dividing  net income  available to common  stockholders  by the
     weighted  average  number  of common  shares  outstanding  for the  period.
     Diluted  EPS  reflects  the  potential  dilution  that could occur if stock
     options or convertible  securities  were exercised or converted into common
     stock,  if dilutive.  The Company did not include the  1,105,679  shares of
     convertible  preferred  stock in its  calculation of diluted loss per share
     for the three  months ended August 31, 2005 and 2004 and for the six months
     ended August 31, 2005 as the result would have been antidilutive.

     COMPREHENSIVE   INCOME  -  Other  comprehensive  income  (loss)  refers  to
     revenues,   expenses,  gains  and  losses  that  under  generally  accepted
     accounting principles are included in comprehensive income but are excluded
     from net  income  (loss)  as these  amounts  are  recorded  directly  as an
     adjustment  to  stockholders'  equity.   Comprehensive  income  (loss)  was
     equivalent to net income (loss) for all periods presented.

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

3.   PROPERTY AND PLANT

     Property and plant consist of the following:

                                                     August 31,
                                                        2005
                                                     ----------

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

         Accumulated depreciation                       11,634
                                                      --------
                                                      $265,366
                                                      ========

          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
     $25,800 for the six months ended August 31, 2005.

4.       MORTGAGE PAYABLE

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

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


                                       9

<PAGE>


         Years ending February 28
         -------------------------------------------------
         2006                                     $  5,148
         2007                                       10,100
         2008                                       10,800
         2009                                       72,500

5.   NOTE PAYABLE

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

6.   RELATED PARTY TRANSACATIONS

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

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

          b.   As of August 31,  2005,  amounts due to  stockholders,  including
               interest,  is $250,658.  This amount includes loans approximating
               $143,000 bearing interest at 6% per annum.

          c.   Included in revenues  are amounts from  various  related  parties
               affiliated with the Meisenheimer Group of approximately  $155,000
               and  $105,000  for the six months ended August 31, 2005 and 2004,
               respectively.  These revenues include  continuing  franchise fees
               and advertising fees.

          d.   Consulting  fees  included  $90,000 for both the six months ended
               August 31, 2005 and August 31, 2004 for consulting and management
               services provided by Meisenheimer Capital, Inc. ("MCI").

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

7.   NON-CASH TRANSACTIONS

          The  Company  received  $116,000  and  $125,000  of  consulting  fees,
     promotional  services,  and  expense  reimbursements  in lieu of  cash,  as
     consideration  for  franchise  fees and  advertising  during the six months
     ended August 31, 2005 and 2004 respectively.

8.   STOCKHOLDER'S EQUITY

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

     TREASURY  STOCK - The Company has acquired  39,975 shares of its own stock,
     valued at $42,454,  in order to  facilitate  compensatory  stock  grants to
     employees.  These shares are


                                       10

<PAGE>


     considered treasury and have been recorded at cost.

9.   SUPPLEMENTARY CASH FLOW INFORMATION

          Cash paid for interest was approximately $3,600 and $6,200 for the six
     months ended August 31, 2005 and August 31, 2004, respectively.

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

          It is management's  belief that the carrying  amounts of the Company's
     financial instruments approximate their fair value at August 31, 2005.

11.  OTHER REVENUES

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

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

OVERVIEW

     It is  anticipated  that the Company will continue to operate at a loss for
the next twelve months.  It is anticipated that one team will be reactivated for
the 2006  season and the  Company  will sell  another  franchise,  which will be
activated  for the 2006  season.  The  Company is  anticipating  a  decrease  in
attendance  based on fewer teams in 2005, but individual  teams may actually see
an  increase  in  attendance.  One  franchise  is using a coach who enjoys  high
visibility in basketball - Darryl  Dawkins.  The Company  anticipates  continued
reliance on financial  assistance from affiliates.  The  Meisenheimer  family is
fully committed to making the Company a profitable operation and also making the
League a viable one. Given the current lack of capital, the Company has not been
able to develop any new programs to revitalize the League,  nor has it been able
to hire additional sales and promotional personnel.  As a result, the Company is
currently dependent on the efforts of Daniel T. Meisenheimer,  III and two other
employees  for all  marketing  efforts.  Their  efforts have not resulted in any
substantial  increase in the number of  franchises.  The NBA has  established  a
developmental  basketball league known as the National Basketball  Developmental
League  ("NBDL").  The Company  believes that the  establishment of this league,
consisting of eight teams,  will have no effect on the Company's  season,  since
the NBDL season as  presently  constituted  runs from  November  through  March.
Further,  nothing prohibits a NBDL player from playing in the USBL. Accordingly,
and as of the  present  time,  the  Company  does  not  perceive  the  NBDL as a
competitor.  However, with the establishment of the NBDL, it is unlikely that at
least for the present time the Company can develop any  meaningful  relationship
with the NBA.

THREE MONTHS ENDED AUGUST 31, 2005 AS COMPARED TO AUGUST 31, 2004

     Aggregate  franchise  fees  decreased to $66,250 for the second  quarter of
2005 from  $126,250 in the second  quarter of 2004.  This decrease was primarily
due to the sale of no teams during the second  quarter of 2005 and the operation
of three less teams in the League during the second quarter of 2005. Sponsorship
and  advertising  revenues  totaled $25,000 during the second quarter of 2005 as
compared  to $20,000 in the second  quarter of 2004.  This  increase  was due to
increased  advertising  expenditures  during  the  second  quarter  of 2005 by a
related  party.  Approximately  $58,000  and $50,000 of the 2005 and 2004 second
quarter revenues, respectively, were derived from various related parties.



                                       11
<PAGE>


     Operating  expenses  decreased  from  $285,028  for the three  months ended
August  31,  2004 to  $138,414  for the three  months  ended  August  31,  2005.
Operating  expenses for each of the periods included  management fees of $45,000
to MCI for management  services,  including the services provided to the Company
by Daniel  T.  Meisenheimer,  III and  Richard  Meisenheimer.  The  decrease  in
operating  expenses was primarily due to lower travel  expenses,  which occurred
because the Company did not operate any teams in 2005.

     Interest  expense  decreased  to $2,886 in the second  quarter of 2005,  as
compared to $3,329 in 2004.  The  decrease  reflects  primarily  lower  interest
charges on loans from related parties.

     Net loss for the three months ended August 31, 2005 was $26,129 as compared
to a net loss of $129,425 for the three  months  ended August 31, 2004.  This is
due primarily to lower  operating  expenses in 2005,  especially  for travel and
promotion.

SIX MONTHS ENDED AUGUST 31, 2005 AS COMPARED TO AUGUST 31, 2004

     Initial  franchise  fees for the six months  ended  August 31, 2005 totaled
$5,000 as compared to $50,000 for the  comparable  period in 2004.  In addition,
continuing franchise fees decreased to $142,500 from $243,255. This decrease was
due to no teams  sold  and  three  less  teams in the  League.  Sponsorship  and
advertising   revenues   totaled   $80,000  as  compared  to  $30,000  in  2004.
Approximately  $155,000 and  $105,000 of the 2005 and 2004 first half  revenues,
respectively were derived from various related parties.

     Operating  expenses decreased from $492,793 for the six months ended August
31,  2004 to  $282,462  for the six  months  ended  August 31,  2005.  Operating
expenses for each of the periods included  management fees of $90,000 to MCI for
management services, including the services provided to the Company by Daniel T.
Meisenheimer,  III and  Richard  Meisenheimer.  Travel  and  promotion  expenses
decreased from $179,118 in 2004 to $17,802 in 2005. The decrease was a result of
not  repossessing  and  operating  any  USBL  teams.  We  also  had  less  press
conferences and less referee travel.

     Interest  expense  decreased  to $5,686 in 2005,  as compared to $10,982 in
2004.  The  decrease  is a result of  waived  interest  on  certain  loans  from
stockholders in 2005.

     Net loss for the six months  ended  August 31, 2005 was $33,098 as compared
to a loss of $152,301  for the six months  ended  August 31,  2004.  This is due
primarily to the $210,331 reduction in operating expenses, offset by the $97,233
reduction in operating revenues.

LIQUIDITY AND CAPITAL RESOURCES

     At August 31, 2005 the Company had a cash  position of $4,213 and a working
capital deficit of $702,638. The Company's statement of cash flows reflects cash
used in operations of $54,189, which results primarily from the $33,098 net loss
and the  $41,750  decrease in accounts  payable and accrued  expenses.  Net cash
provided  by  financing  activities  was  $55,632  resulting  primarily  from an
increase in amounts due to affiliates of $56,330.

     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


                                       12

<PAGE>


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 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 officers,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of August 31, 2005 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 August
31, 2005 that has  materially  affected,  or is reasonably  likely to materially
affect, our internal control over financial reporting.

     Disclosure  controls and procedures  are our controls and other  procedures
that are designed to ensure that  information  required to be disclosed by us in
the  reports  that  we  file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including our principal  executive and financial  officers,  as  appropriate  to
allow timely decisions regarding required disclosures.

PART II  OTHER INFORMATION

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     In June 2005,  we issued an aggregate of 10,000  shares of our Common Stock
pursuant to an  exemption  from  registration  pursuant  to Section  4(2) of the
Securities Act of 1933, as amended, to two consultants as payment for consulting
services to the Company.  No general  solicitation  or  advertising  was made in
connection  with the  offering,  and the  offering  was made solely to a limited
number  of  sophisticated  investors  with  access to all  material  information
regarding the Company.


                                       13
<PAGE>


Item 6.       EXHIBITS

        (a) Exhibits:

Exhibit No.:            Description:
-----------             -----------

31.1                    Certification of principal executive officer

31.2                    Certification of principal financial officer

32                      Certification  pursuant to 18 U.S.C. Section 1350
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002


                                       14


<PAGE>


                                  SIGNATURES

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



                                   UNITED STATES BASKETBALL LEAGUE, INC.

                                   By: /s/Daniel T. Meisenheimer, III
                                      --------------------------------
                                       Daniel T. Meisenheimer, III
                                       Chairman and President



                                   By: /s/Richard C. Meisenheimer
                                      --------------------------------
                                       Richard C. Meisenheimer
                                       Chief Financial Officer and
                                       Director

Date: November 9, 2005

                                       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