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


                                   FORM 10-QSB

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


                For the Three Months Ended     Commission File Number
                       November 30,2004                1-15913


                      UNITED STATES BASKETBALL LEAGUE, INC.
                                  46 Quirk Road
                           Milford, Connecticut 06460
                                Tel: 203-877-9508


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



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

As of February 4,  2005,  the latest  practicable  date,  there were  3,479,627
shares of Common Stock, $.01 par value per share, issued and outstanding.

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





<PAGE>


                      UNITED STATES BASKETBALL LEAGUE, INC.

                                      INDEX

                                                                         PAGE

PART I.         FINANCIAL INFORMATION

Item 1.         Unaudited Financial Statements:

         Consolidated Balance Sheets - November 30, 2004
         and February 29, 2004..............................................3

         Consolidated Statements of Operations for the
         Three Months Ended November 30, 2004 and 2003 and
         Nine Months Ended November 30, 2004 and 2003.......................4

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

         Consolidated Statements of Cash Flows for the
         Nine Months Ended November 30, 2004 and 2003 ......................6

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

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

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

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

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds  ....14

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

                                       2
                                    <PAGE>


PART I-  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                     November 30,   February 29,
                                                        2004            2004
                                                   --------------- -------------
<S>                                                <C>             <C>
ASSETS                                               (Unaudited)
------

CURRENT ASSETS:
         Cash                                        $    4,897    $      16,098
         Due from affiliates                             75,500          101,751
         Inventory                                       17,147           17,147
         Prepaid expenses & other current assets            600              600
                                                    -------------  -------------
         TOTAL CURRENT ASSETS                            98,144          135,596

PROPERTY AND PLANT, NET                                 271,306          273,154
                                                      -----------  -------------

Total Assets                                            369,450          408,750
                                                      ===========  =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
         Accounts payable and accrued expenses      $   267,472    $     146,310
         Due to affiliates                              258,500          151,367
         Due to stockholders                            263,508          278,433
         Short-term portion of mortgage payable           9,220            8,746
                                                     -----------  --------------

TOTAL CURRENT LIABILITIES                               798,700          584,856
LONG-TERM PORTION OF MORTGAGE PAYABLE                    96,060          102,895
NOTE PAYABLE                                             50,000           50,000
                                                      -----------  -------------
Total Liabilities                                       944,760          737,751

STOCKHOLDERS' DEFICIENCY
         Common stock, $0.01 par value 30,000,000
          shares authorized; 3,519,602 and 3,485,502
          shares issued and outstanding respectively     35,196           34,855
         Preferred stock $0.01 par value 2,000,000 shares
          authorized; 1,105,679 shares issued and
          outstanding                                    11,057           11,057
         Additional paid-in-capital                   2,666,009        2,627,192
         Deficit                                     (3,245,118)     (2,959,651)
         Treasury stock, at cost; 39,975 shares         (42,454)        (42,454)
                                                    -------------  -------------
                  Total stockholders' deficiency       (575,310)       (329,001)
                                                    -------------  -------------

Total Liabilities and Stockholders' Deficiency     $    369,450    $     408,750
                                                    ============   =============
</TABLE>

                 See notes to consolidated financial statements


                                       3
<PAGE>






              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                             THREE MONTHS ENDED          NINE MONTHS ENDED

                          November 30,  November 30,  November 30,  November 30,
                            2004          2003           2004          2003
                          ------------  -----------   -----------   ------------

<S>                       <C>           <C>           <C>            <C>
REVENUES:
   Initial franchise fees $       -0-   $    45,000   $    50,000    $   155,000
Continuing franchise fees      50,000        49,558       293,255        221,258
Sponsorship/Advertising        25,000        40,000        55,000         90,000
Other                          12,600        12,500        40,778         40,702
                          ------------  ------------  ------------  ------------
                               87,600       147,058       439,033        506,960
                          ------------  ------------  ------------  ------------


OPERATING EXPENSES:
Consulting                     95,958        63,600       204,348        187,297
Team and Post-Season Festival  17,993         5,000        51,127         14,990
Referee Fees                      -0-           -0-        62,545         54,200
Salaries                       11,519        14,736        37,619         44,136
Travel and Promotion           44,536        50,198       223,654        158,211
Depreciation                      616         1,282         1,848          2,564
Other                          45,344        11,141       127,618         54,424
                           -----------  ------------  ------------  ------------
                              215,966       145,957       708,759        515,822
                           -----------  ------------  ------------   -----------

(Loss) Income from operations (128,366)        1,101     (269,726)       (8,862)
                           -----------  ------------- ------------   -----------

OTHER INCOME (EXPENSES)
Interest expense                (4,806)       (6,995)     (15,789)      (13,656)
Interest income                      6             4           48            57
                           ------------  ------------  -----------  ------------
                                (4,800)       (6,991)     (15,741)      (13,599)

NET LOSS                    $ (133,166)    $  (5,890)  $ (285,467)    $ (22,461)
                           ------------   -----------  -----------    ----------


NET LOSS PER SHARE          $     (.04)    $       -   $     (.08)    $   (.01)
                           ------------   -----------  -----------    ----------

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING             3,461,617   3,445,527       3,450,851   3,445,527
                         =============== ===========    ============ ===========
</TABLE>

                 See notes to consolidated financial statements


                                       4
<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

<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, 2004    3,485,502   $ 34,855     1,105,679  $ 11,057  $2,627,192  $ (2,959,651)   $ (42,454)        $ (329,001)

Net Loss                     -            -             -        -          -           (285,467)        -              (285,467)

Stock Issuance               34,100        341          -        -          38,817        -              -                39,158
                         -----------    ------    ----------   -------  ----------    -----------     ---------         ---------


Balance November 30, 2004 3,519,602   $ 35,196    1,105,679   $ 11,057  $2,666,009   $ (3,245,118)   $ (42,454)        $ (575,310)
                         ===========  ========    ==========  ========= ==========   =============   ===========       ===========

</TABLE>


                 See notes to consolidated financial statements










                                       5


<PAGE>


              UNITED STATES BASKETBALL LEAGUE, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                NINE MONTHS ENDED

                                                                                       November 30,         November 30,
                                                                                          2004                  2003
                                                                                      -------------        --------------
<S>                                                                                  <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                                   $  (285,467)           $   (22,461)
         Adjustments to reconcile net loss to
          net cash (used in)provided by operating activities:
                  Depreciation                                                            1,848                  2,564
                  Non-cash compensation                                                  39,158                    -

                  Increase in liabilities:
                    Accounts payable and accrued expenses                               121,162                 35,448
                                                                                     ----------              ---------
                                                                                        162,168                 38,012
                                                                                     ----------              ---------
         Net cash (used in) provided by operating activities                           (123,299)                15,551
                                                                                     -----------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments from (to) affiliates                                                  133,384                 (8,280)
         (Decrease)/Increase in stockholders' loans                                     (14,925)                   382
         Repayment of mortgage payable                                                   (6,361)                (3,999)
         Net cash provided by (used in) financing                                   ------------             ----------
          activities                                                                     112,098                (11,897)
                                                                                    ------------             ----------

NET (DECREASE) INCREASE IN CASH                                                         (11,201)                  3,654

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

CASH AND CASH EQUIVALENTS, end of period                                            $     4,897                $   4522
                                                                                    ===========              ==========

</TABLE>



                 See notes to consolidated financial statements




                                       6


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                       NINE MONTHS ENDED NOVEMBER 30, 2004
                       -----------------------------------



1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

     The  Company  has  incurred  an   accumulated   deficit  of   approximately
     $3,245,000.  In addition,  the USBL's reliance on both substantial non-cash
     transactions  and related parties (see Notes 6 and 7) create an uncertainty
     as to the USBL's ability to continue as a going concern.

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

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  by the  Company  pursuant  to the  rules and  regulations  of the
     Securities and Exchange Commission.  Accordingly,  they may not include all
     of  the  information  and  footnotes  required  by  accounting   principles
     generally  accepted in the United States of America for complete  financial
     statements.  In the opinion of management,  all adjustments consisting of a
     normal and recurring nature  considered  necessary for a fair  presentation
     have been included.  Operating  results for the  three-month and nine-month
     periods ended  November 30, 2004 may not  necessarily  be indicative of the
     results  that may be expected for the year ended  February  28,  2005.  The
     notes  to  the  consolidated   financial   statements  should  be  read  in
     conjunction  with the notes to the  financial  statements  contained in the
     Company's Form 10-KSB for the year ended February 29, 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES  OF  CONSOLIDATION  - The  accompanying  consolidated  financial
     statements  include the accounts of the subsidiary in which the Company has
     voting control.  All significant  inter-company  accounts and  transactions
     have been eliminated.

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

                                       7

<PAGE>

     INVENTORY - Inventory consists of USBL trading cards,  basketball uniforms,
     sporting equipment and printed promotional material.  Certain inventory was
     obtained  through barter  transactions  whereby the USBL granted  suppliers
     various  advertising  space (print) and airtime  (television) in return for
     the supplier's  products.  These transactions were accounted for based upon
     the fair value of the assets and services involved in the transactions.

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

     REVENUE  RECOGNITION  - The Company  generally  uses the accrual  method of
     accounting in these financial  statements.  However, due to the uncertainty
     of collecting  royalty and franchise  fees from the  franchisees,  the USBL
     records  these  revenues  upon  receipt of cash  consideration  paid or the
     performance of related services by the franchisee. Franchise fees earned in
     non-monetary  transactions  are recorded at the fair value of the franchise
     granted  or the  service  received,  based on which  value is more  readily
     determinable. Upon the granting of the franchise, the Company has performed
     essentially all material conditions related to the sale. The offering price
     of a new franchise at November 30, 2004 and November 30, 2003 was $300,000.

     The Company  generates  advertising  revenue  from fees for arena  signage,
     tickets,  and program and year book advertising space.  Advertising revenue
     is recognized at the time the  advertising  space is made  available to the
     user.

     Fees charged to teams to allow them to relocate are  recognized  as revenue
     upon  collection  of the fee.  Souvenir  sales,  which are generated on the
     Company's web site,  are recorded  upon shipment of the order.  Essentially
     all orders are paid by credit card.

     INCOME TAXES - Deferred tax assets and liabilities are determined  based on
     differences  between  financial  reporting  and tax  bases  of  assets  and
     liabilities,  and are  measured  using the  enacted tax rates and laws that
     will be in effect when the differences are expected to reverse. A valuation
     allowance   has  been  fully   provided   for  the   deferred   tax  assets
     (approximating   $784,000)   resulting   from   the  net   operating   loss
     carryforward.

     As of November 30, 2004, a net operating loss carryforward of approximately
     $1,961,000 is available  through November 30, 2024 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.

                                       8

<PAGE>


     ADVERTISING  COSTS -  Advertising  costs are  expensed as incurred and were
     approximately  $77,900 and $61,000 for the nine months  ended  November 30,
     2004 and November 30, 2003,  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-employee is accounted for a fair value
     in accordance  with FASB  Statement No. 123.  "Accounting  for  Stock-Based
     Compensation" ("SFAS 123"). No options were issued during 2004 and 2003.

     On  December  16,  2004,  the  FASB  issued  Statement  No.  123  (revised)
     ("Statement  No.  123(R)"),  Share-Based  Payment,  an  Amendment  of  FASB
     Statements  No. 123 and APB No.  25,  that  addressed  the  accounting  for
     share-based awards to employees,  including  employee-stock-purchase plans,
     or ESPPs.  Statement  No. 123(R)  requires  companies to recognize the fair
     value of stock  options and other stock- based  compensation  to employees.
     The   statement   eliminates   the  ability  to  account  for   share-based
     compensation  transactions  using APB Opinion No. 25,  Accounting for Stock
     Issued to Employees, and generally requires instead, that such transactions
     be accounted  for using a  fair-value-based  method.  The  requirements  of
     Statement  No.  123(R) will be effective  for the Company  effective  March
     1,2006.

     EARNINGS (LOSS) PER SHARE - Statement of Financial Accounting Standards No.
     128,  "Earnings  Per  Share"  (SFAS  No.  128)  establishes  standards  for
     computing  and  presenting  earnings  (loss) per share (EPS).  SFAS No. 128
     requires  dual  presentation  of basic and diluted EPS.  Basic EPS excludes
     dilution  and is  computed  by  dividing  net  income  available  to common
     stockholders  by the weighted  average number of common shares  outstanding
     for the period.  Diluted EPS reflects  the  potential  dilution  that could
     occur  if  stock  options  or  convertible  securities  were  exercised  or
     converted into common stock. Basic and dilutive EPS were equivalent for all
     periods   presented  as  the  effect  of  common  stock   equivalents   was
     antidilutive or immaterial.

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

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

3. PROPERTY AND PLANT

<TABLE>
<CAPTION>

     Property and plant consist of the following at November 30, 2004:
         <S>                                                   <C>

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

         Accumulated depreciation                                 5,694
                                                              -----------
                                                               $271,306
                                                              ===========
</TABLE>

     The Company  leases a portion of its space,  acquired on May 31,  2003,  to
     unrelated  third  parties  on a  month-to-month  basis.  Rental  income was
     $37,500 for the nine months ended November 30, 2004.

                                       9

<PAGE>

4. MORTGAGE PAYABLE

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

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

<TABLE>
<CAPTION>

         Years ending February 28
         -----------------------------------------------------------------------
              <S>                                       <C>

              2005                                      $2,200
              2006                                       9,400
              2007                                      10,100
              2008                                      10,800
              2009                                      72,500

</TABLE>


5. NOTE PAYABLE

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

6. RELATED PARTY TRANSACATIONS

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

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

         b.       As  of  November  30,  2004,   amounts  due  to  stockholders,
                  including interest,  are approximately  $263,500.  This amount
                  includes loans totaling  $144,000  bearing  interest at 6% per
                  annum.

         c.       Included in revenues are amounts from various  related parties
                  affiliated  with  the  Meisenheimer   Group  of  approximately
                  $130,000 and  $227,400 for the nine months ended  November 30,
                  2004 and 2003,  respectively.  These revenues  include initial
                  franchise  fees,  continuing  franchise  fees, and advertising
                  fees.

         d.       Consulting  fees  included  $135,000  for both the nine months
                  ended  November 30, 2004 and November 30, 2003 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 the accrued
                  charges due to members of the Meisenheimer Group. Such amounts
                  are non-interest bearing and have no specified due date.

                                       10

<PAGE>


7. NON-CASH TRANSACTIONS

     The Company received $175,000 and $215,000 of consulting fees,  promotional
     services,  and expense reimbursements in lieu of cash, as consideration for
     franchise  fees and  advertising  during the nine months ended November 30,
     2004 and 2003 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.

     In October 2004, the Company issued an aggregate of 34,100 shares of common
     stock to employees and consultants as consideration for services. The value
     of the  shares,  approximating  $39,000,  has been  recorded as a charge to
     operations in the accompanying financial statements.

     TREASURY  STOCK - The Company has acquired  39,975 shares of its own stock,
     valued at approximately $42,500, in order to facilitate  compensatory stock
     grants to  employees.  These shares are  considered  treasury and have been
     valued at cost.

9. SUPPLEMENTARY CASH FLOW INFORMATION

     Cash paid for  interest was  approximately  $8,200 and $13,700 for the nine
     months ended November 30, 2004 and November 30, 2003, respectively.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

     It is  management's  belief  that the  carrying  amounts  of the  Company's
     financial instruments approximate their fair value at November 30, 2004.

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. The Company did activate a new franchise  (Florence,
SC) for the 2004 season.  In addition,  a dormant  franchise (St. Louis, MO) was
activated.  It is  anticipated  that one team will be  reactivated  for the 2005
season and the Company will sell another  franchise  which will be activated for
the 2005 season.  The Company is anticipating an increase in attendance based on
higher  visibility of coaches and players in the League.  Two franchises are now
using  coaches who enjoy high  visibility in basketball - John Starks and Darryl
Dawkins. Notwithstanding an anticipated increase in attendance, the Company will
still have to rely on financial  assistance from  affiliates.  The  Meisenheimer
family is fully committed to making the Company a profitable  operation and also
making the League a viable one.  Given the current lack of capital,  the Company
has not been able to develop any new programs to revitalize the League,  nor has
it been able to hire additional  sales and promotional  personnel.  As a result,
the Company is currently

                                       11

<PAGE>

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.   Recently,  the  NBA  established  a
developmental  basketball league known as the National Basketball  Developmental
League ("NBDL"). The Company believes that the establishment of this new league,
consisting of eight teams,  will have no effect on the Company's  season,  since
the NBDL season as  presently  constituted  runs from  November  through  March.
Further, nothing prohibits an NBDL player from playing in the USBL. Accordingly,
and as of the  present  time,  the  Company  does  not  perceive  the  NBDL as a
competitor.  However,  with the establishment of the NBDL it is unlikely that at
least for the present time the Company can develop any  meaningful  relationship
with the NBA.

THREE MONTHS ENDED NOVEMBER 30, 2004 AS COMPARED TO NOVEMBER 30, 2003

     Aggregate franchise fees decreased to $50,000 for the third quarter of 2004
from $94,600 in the third quarter of 2003.  Sponsorship and advertising revenues
totaled  $25,000  as  compared  to $40,000 in 2003.  Approximately  $25,000  and
$79,000 of the 2004 and 2003 third quarter revenues  respectively,  were derived
from various related parties.

     Operating  expenses  increased  from  $146,000  for the three  months ended
November  30, 2003 to $216,000  for the three  months  ended  November 30, 2004.
Operating  expenses for each of the periods included  management fees of $45,000
to MCI for management  services,  including the services provided to the Company
by Daniel T. Meisenheimer, III and Richard Meisenheimer.  Operating expenses for
the 2004 period include  non-cash  consideration  (salaries and consulting fees)
approximating  $39,000  related to the  aggregate  issuance of 34,100  shares of
common stock issued to employees and  consultants for services  rendered.  There
were no shares issued for services in the 2003 period.

     Interest  expense  decreased  to $4,800 in 2004,  as  compared to $7,000 in
2003.  The decrease  reflects  the  reduction  in the  principal  balance of the
underlying mortgage payable.

     Net loss for the three  months ended  November  30, 2004 was  approximately
$133,200 as compared to $5,900 for the three  months  ended  November  30, 2003.
This  variance  reflects  decreased  sales as well as  increased  team and other
expenses.

NINE MONTHS ENDED NOVEMBER 30, 2004 AS COMPARED TO NOVEMBER 30, 2003

     Initial  franchise fees for the nine months ended November 30, 2004 totaled
$50,000 as compared to $155,000 for the comparable  period in 2003. In addition,
continuing franchise fees increased to $293,300 from $221,300. One new franchise
was sold during the nine month period ended November 30, 2004.  Sponsorship  and
advertising revenues totaled $55,000 as compared to $90,000 in 2003.

     Operating  expenses  increased  from  $515,800  for the nine  months  ended
November  30, 2003 to $708,800  for the nine months  ended  November  30,  2004.
Operating expenses for each of the periods included  management fees of $135,000
to MCI for management  services,  including the services provided to the Company
by Daniel T. Meisenheimer,  III and Richard  Meisenheimer.  Travel and promotion
expenses increased from $158,200 in 2003 to $223,700 in 2004. The increase was a
result of referee travel,  league meetings and Post-Season  Festival.  Operating
expenses  for the 2004  period  include  non-cash  consideration  (salaries  and
consulting  fees)  approximating  $39,000  related to the aggregate  issuance of
34,100 shares of common stock issued to employees and  consultants  for services
rendered. There were no shares issued for services in the 2003 period.

     Interest  expense  increased to $15,800 in 2004,  as compared to $13,700 in
2003. The increase  reflects the fact that the mortgage  payable was outstanding
for nine months in 2004, as compared to six months in 2003.

                                       12

<PAGE>


     Net loss for the nine months  ended  November  30,  2004 was  approximately
$285,500 as compared to $22,500 for the nine months ended November 30, 2003. The
additional loss reflects decreased sales and increased team and other expenses.

LIQUIDITY AND CAPITAL RESOURCES

     At November 30, 2004 the Company had a cash position  approximating  $4,900
and a working capital deficit approximating $701,000. The Company's statement of
cash  flows  reflects  cash  used  in  operations  of  approximately   $123,300,
consisting  principally  of a net loss of  $285,500  offset  by an  increase  in
accounts  payable and accrued  expense of  approximately  $121,200  and non-cash
compensation  of $39,200.  The non-cash  compensation  represented  the value of
common stock issued to employees and consultants for services. Net cash provided
by financing activities  approximated  $112,000,  and consisted principally of a
decrease  in  stockholder  loans of  approximately  $15,000  and  payments  on a
mortgage  of  approximately  $6,400  offset by a net  increase in amounts due to
affiliates of approximately $133,400.

     In August  2003 the  Company  effected a  transaction  with MCI wherein MCI
assigned  all of the  outstanding  shares of  Meisenheimer  Capital  Real Estate
Holdings ("MCREH") to the Company in order to satisfy a certain payable due from
MCI to the Company. The assets and (liabilities) of MCREH were recorded at their
historical cost, and included land  ($121,000),  building  ($156,000),  due from
affiliates ($174,000),  mortgage payable ($117,000), note payable ($50,000), and
other liabilities ($4,000).

     The Company's  ability to generate cash flow from franchise royalty fees is
dependent on the financial stability of the individual  franchises  constituting
the League.  Each  franchise is confronted  with meeting its own fixed costs and
expenses  which are primarily  paid from  revenues  generated  from  attendance.
Experience  has shown that USBL is generally the last creditor to be paid by the
franchisee.  If  attendance  has been  poor,  USBL has  from  time to time  only
received  partial  payment  and in some cases,  no payments at all.  The Company
estimates  that it  requires  at least  $300,000  of working  capital to sustain
operations  over a 12 month  period.  Assuming  that all of the  teams pay their
annual royalty fees,  this would only amount to $240,000.  However,  the Company
believes that given prior experience it is more realistic to anticipate  royalty
fees of  approximately  $170,000 because some of these teams are simply not able
to generate significant attendance at games. Additionally, some of the teams owe
back  franchise  fees.  The Company  anticipates  that it will  receive at least
$100,000 of back  franchise  fees during the next 12 months.  Adding this to the
$170,000 of anticipated royalty fees, this could amount to $270,000 of revenues.
Accordingly, if the Company is unable to generate additional sales of franchises
within  the next 12 months it will again  have 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 officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of November 30, 2004 and, based on such evaluation,  our principal
executive  and  financial   officer  have  concluded  that  these  controls  and
procedures  are  effective.  There were no  significant  changes in our internal
control over financial reporting that occurred during the

                                       13

<PAGE>


quarter ended November 30, 2004 that has materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

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

PART II- OTHER INFORMATION

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

         In October  2004, we issued an aggregate of 34,100 shares of our common
stock to employees and consultants of the Company as consideration  for services
to the  Company.  The  issuance  of these  shares was exempt  from  registration
pursuant  to Section  4(2) of the  Securities  Act. No general  solicitation  or
advertising was made in connection with the issuance.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

EXHIBIT NO.:                 DESCRIPTION:
------------                 ------------

31.1                         Certification of principal executive officer

31.2                         Certification of principal financial officer

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

                                       14
<PAGE>




                                   SIGNATURES

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

                                        UNITED STATES BASKETBALL LEAGUE,
                                        INC.


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

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

Date: February 4, 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


                                       16