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


                                   FORM 10-QSB

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


          For the Three Months Ended            Commission File Number
                 May 31, 2005                           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 July 26, 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 - May 31, 2005
         and February 28, 2005................................................3

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

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

         Consolidated Statements of Cash Flows for the
         Three Months Ended May 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 ...............................................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>

                                                                               May 31,                    February 28,
                                ASSETS                                          2005                          2005
                                ------                                  ----------------------        ----------------------
                                                                            (Unaudited)

<S>                                                                    <C>                           <C>
CURRENT ASSETS:
         Cash                                                           $        14,453               $         2,770
         Marketable equity securities                                            40,275                             -
         Due from affiliates                                                     39,720                        33,071
         Inventory                                                                8,573                         8,573
         Prepaid expenses and other current assets                                  600                           600
                                                                        ----------------------        ----------------------
Total current assets                                                            103,621                        45,014

PROPERTY AND PLANT                                                              266,664                       267,962
                                                                        ----------------------        ----------------------
Total assets                                                            $       370,285               $       312,976
                                                                        ======================        ======================

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

CURRENT LIABILITIES:
         Accounts payable and accrued expenses                          $       221,636               $       232,748
         Due to affiliates                                                      288,500                       288,500
         Due to stockholders                                                    255,808                       256,808
         Current portion of mortgage payable                                      9,220                         9,383
                                                                        ----------------------        ----------------------
Total current liabilities                                                       775,164                       787,439
                                                                        ----------------------        ----------------------
Long-term portion of mortgage payable                                            91,592                        93,713
                                                                        ----------------------        ----------------------
NOTE PAYABLE                                                                     50,000                        50,000
                                                                        ----------------------        ----------------------

STOCKHOLDERS' DEFICIENCY
          Common stock, $0.01 par value 30,000,000
            shares authorized; 3,519,602 shares issued
            and outstanding                                                      35,196                        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                                          2,666,009                     2,666,009
          Deficit                                                            (3,216,279)                   (3,287,984)
          Treasury stock, at cost; 39,975 shares                                (42,454)                      (42,454)
                                                                        ----------------------        ----------------------
Total stockholders' deficiency                                                 (546,471)                     (618,176)
                                                                        ----------------------        ----------------------
Total liabilities and stockholders' deficiency                          $       370,285               $       312,976
                                                                        ======================        ======================

</TABLE>

                                 See notes to consolidated financial statements





                                       3
<PAGE>




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

                                                                                        Three Months Ended
                                                                        ----------------------------------------------------
                                                                               May 31,                       May 31,
                                                                                2005                          2004
                                                                        ----------------------        ----------------------
<S>                                                                    <C>                           <C>
REVENUES:
         Initial franchise fees                                         $         5,000               $        25,000
         Continuing franchise fees                                               76,250                       142,005
         Sponsorship/advertising                                                 55,000                        10,000
         Other                                                                   14,100                        15,531
                                                                        ----------------------        ----------------------
                                                                                150,350                       192,536
                                                                        ----------------------        ----------------------

OPERATING EXPENSES:
         Consulting                                                              51,150                        53,990
         Team and post-season festival expenses                                   2,509                         2,850
         Referee fees                                                            22,890                        23,450
         Salaries                                                                12,285                        14,700
         Travel and promotion                                                    14,046                        77,834
         Depreciation                                                             1,298                           616
         Other                                                                   39,870                        34,326
                                                                        ----------------------        ----------------------
                                                                                144,048                       207,766
                                                                        ----------------------        ----------------------

                Income/(Loss) from operations                                   6,302                          (15,230)
                                                                        ----------------------        ----------------------

OTHER INCOME (EXPENSES):
          Net gain from marketable equity Securities                             68,189                             -
          Interest expense                                                       (2,800)                       (7,653)
          Interest income                                                            14                             6
                                                                        ----------------------        ----------------------
                                                                                 65,403                        (7,647)
                                                                        ----------------------        ----------------------

                  NET INCOME/(LOSS)                                     $        71,705               $       (22,877)
                                                                        ======================        ======================

Earnings (loss) per common share:
         Basic                                                          $          0.02               $         (0.01)
         Dilute                                                         $          0.02               $         (0.01)
                                                                        ----------------------        ----------------------

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
         Basic                                                                3,479,627                     3,445,527
                                                                        ----------------------        ----------------------
         Diluted                                                              4,585,306                     4,551,206
                                                                        ----------------------        ----------------------
</TABLE>


                                  See notes to consolidated financial statements



                                       4
<PAGE>



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


                                               Common Stock                      Preferred Stock
                                    ---------------------------------   --------------------------------

                                                                                                                 Additional
                                      Shares                              Shares                                  Paid-in
                                      Outstanding          Amount         Outstanding          Amount             Capital
                                      -----------        ---------      --------------        --------            -------
<S>                                   <C>                 <C>             <C>                <C>               <C>

Balance March 1, 2005                   3,519,602           $35,196         1,105,679           $11,057         $2,666,009

Net Income                                      -                 -                 -                 -                  -
                                        ---------          --------         ---------          --------         ----------

Balance May 31, 2005                    3,519,602           $35,196         1,105,679           $11,057         $2,666,009
                                        =========         =========         =========         =========         ==========



<CAPTION>
                                                                            Total
                                                         Treasury       Stockholders'
                                         Deficit          Stock          Deficiency
                                         -------       -----------    ---------------


<S>                                   <C>                 <C>             <C>
Balance March 1, 2005                 $(3,287,984)        $ (42,454)       $ (618,176)

Net Income                                 71,705               -              71,705
                                        ---------          --------         ---------

Balance May 31, 2005                  $(3,216,279)        $ (42,454)       $ (546,471)
                                      ===========          ========         =========
</TABLE>

                 See notes to consolidated financial statements


                                       5
<PAGE>



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

                                                                                        Three Months Ended
                                                                        ----------------------------------------------------
                                                                               May 31,                       May 31,
                                                                                2005                          2004
                                                                        ----------------------        ----------------------

<S>                                                                    <C>                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net Income (loss)                                              $        71,705               $       (22,877)
                                                                        ----------------------        ----------------------
         Adjustments to reconcile net loss to
          net cash provided by operating activities:
                  Depreciation                                                    1,298                           616
                  Change in operating assets and liabilities:
                     Marketable equity securities                               (40,275)                            -
                     Accounts payable and accrued expenses                      (11,112)                       35,424
                                                                        ----------------------        ----------------------
                                                                                (50,089)                       36,040
                                                                        ----------------------        ----------------------
         Net cash (used in) provided by operating
         activities                                                              21,616                        13,163
                                                                        ----------------------        ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         (Increase)/Decrease due from affiliates                                 (6,649)                       (7,459)
         Increase (Decrease) in due to affiliates                                     -                        12,133
         Increase (Decrease) in stockholders' loans                              (1,000)                      (14,573)
         Decrease in mortgage payable                                            (2,284)                       (2,112)
                                                                        ----------------------        ----------------------

                  Net cash provided by (used in) financing
                    activities                                                   (9,933)                      (12,011)
                                                                        ----------------------        ----------------------

NET INCREASE IN CASH                                                             11,683                         1,152

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

CASH AND CASH EQUIVALENTS,
         end of period                                                  $        14,453               $        17,250
                                                                        ======================        ======================

</TABLE>



                                  See notes to consolidated financial statements




                                       6
<PAGE>



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

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

                         THREE MONTHS ENDED MAY 31, 2005
                         -------------------------------



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
         $3,200,000.  In  addition,  the  USBL's  reliance  on both  substantial
         non-cash transactions and related parties (see Notes 6 and 7) create an
         uncertainty as to the USBL's ability to continue as a going concern.

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

             The accompanying  unaudited  consolidated financial statements have
         been prepared by the Company  pursuant to the rules and  regulations of
         the  Securities  and  Exchange  Commission.  Accordingly,  they may not
         include all of the  information  and  footnotes  required by accounting
         principles  generally  accepted  in  the  United  States  for  complete
         financial  statements.  In the  opinion of  management,  the  unaudited
         financial statements reflect all adjustments, which include only normal
         recurring  adjustments  necessary  for a fair  presentation.  Operating
         results  for  the  three-month  period  ended  May  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
         consolidated  financial  statements  contained  in the  Company's  Form
         10-KSB for the year ended February 29, 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   intercompany   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.

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



                                       7
<PAGE>

         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 May 31, 2005 and May 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 asset
         (approximating   $780,000)   resulting  from  the  net  operating  loss
         carryforward.

         As of May 31, 2005, a net operating loss  carryforward of approximately
         $1,950,000 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  $1,100 and  $26,600 for the three  months  ended May 31,
         2005 and May 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 stock options were granted
         during 2005 and 2004 and none are outstanding at May 31, 2005.


                                       8
<PAGE>

         EARNINGS (LOSS) PER SHARE - Statement of Financial Accounting Standards
         No. 128, "Earnings Per Share" (SFAS No. 128) establishes  standards for
         computing and presenting  earnings (loss) per share (EPS). SFAS No. 128
         requires dual presentation of basic and diluted EPS. Basic EPS excludes
         dilution  and is computed by dividing  net income  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 May
         31, 2004 as the result would have been antidilutive.

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

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


3.       PROPERTY AND PLANT

         Property and plant consist of the following:
<TABLE>
<CAPTION>

                                                     May 31,           February 28,
                                                      2005                 2005
                                                      ----                 ----
<S>                                             <C>                   <C>
         Land                                   $    121,253           $  121,253
         Building                                    155,747              155,747
                                                     -------              -------
                                                     277,000              277,000

         Accumulated depreciation                    (10,336)              (9,038)
                                                    --------             ---------

                                                $    266,664           $  267,962
                                                ============           ===========
</TABLE>


         The Company leases a portion of its space to unrelated third parties on
         a month-to-month  basis. Rental income was $13,200 for the three months
         ended May 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 of $67,800 in August 2008.  The mortgage is  guaranteed  by the
         Company's officers. Future maturities of the mortgage are as follows:
<TABLE>
<CAPTION>

         Year Ending February 28,
--------------------------------------------------------------------------------
        <S>                                                          <C>
         2006                                                         $    7,412
         2007                                                             10,100
         2008                                                             10,800
         2009                                                             72,500
                                                                          ------
         TOTAL                                                        $  100,812
                                                                         =======
</TABLE>



                                       9
<PAGE>

5.   NOTE PAYABLE

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

6.       RELATED PARTY TRANSACTIONS

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

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

         b.       As of May 31,  2005,  amounts due to  stockholders,  including
                  interest,  approximated $256,000.  This amounts 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
                  $100,000  and $55,000 for the three  months ended May 31, 2005
                  and 2004,  respectively.  These  revenues  include  continuing
                  franchise fees and advertising fees.

         d.       Consulting  fees  included  $45,000 for both the three  months
                  ended  May 31,  2005  and  May 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

     In the  three  months  ended  May 31,  2005 and  2004,  the  USBL  received
     consulting and management services from Meisenheimer  Capital,  Inc. valued
     at $45,000 and $45,000, respectively, in lieu of cash, as consideration for
     continuing franchise fees.

8.   STOCKHOLDER'S EQUITY

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


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

9.   SUPPLEMENTARY CASH FLOW INFORMATION


                                      10
<PAGE>


     Cash paid for  interest was  approximately  $2,800 and $7,700 for the three
     months ended May 31, 2005 and May 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 May 31, 2005.

11.  OTHER REVENUES

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



                                       11
<PAGE>


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

OVERVIEW

         It is  anticipated  that the Company will continue to operate at a loss
for the next twelve months.  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 MAY 31, 2005 AS COMPARED TO MAY 31, 2004

         Aggregate  franchise fees decreased to $81,250 for the first quarter of
2005 from $167,005 in the first quarter of 2004. This decrease was primarily due
to the sale of one less team during the first quarter of 2005.  Sponsorship  and
advertising  revenues  totaled  $55,000  during  the  first  quarter  of 2005 as
compared to $10,000 in the first  quarter of 2004.  This  increase  was due to a
$45,000 increase in revenues from the Company's  affiliate Spectrum  Associates.
Approximately  $100,000 and $55,000 of the 2005 and 2004 first quarter revenues,
respectively, were derived from various related parties.

         Operating  expenses  decreased from $207,766 for the three months ended
May 31, 2004 to $144,048  for the three  months  ended May 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 the $63,788  decrease in travel  expenses  which  occurred
because the Company did not operate any teams in 2005.

         Interest  expense  decreased to $2,800 in the first quarter of 2005, as
compared to $7,653 in 2004.  The  decrease  reflects  primarily  lower  interest
charges on loans from related parties.

         Net income for the three  months  ended May 31, 2005 was  approximately
$71,705 as compared to a net loss of $22,877 for the three  months ended May 31,
2004.  This is due  primarily  to the  $68,189 net gain from  marketable  equity
securities in 2005 and the $63,718 reduction in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company  had a cash  position  of  $14,453  and a working  capital
deficit of $671,543  at May 31,  2005.  The  Company's  statement  of cash flows
reflects cash provided by operations of $21,616,


                                       12
<PAGE>


resulting  principally  from net income,  offset by an  increase  in  marketable
securities  and a decrease in accounts  payable and accrued  expenses.  Net cash
used in financing activities was $9,933.

         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 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.  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 $17,000 of back franchise  fees during the next 12 months.  Adding this to
the  $170,000 of  anticipated  royalty  fees,  this could  amount to $187,000 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.  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.

The table below  summarizes  aggregate  maturities of future debt payments as of
May 31, 2005:

<TABLE>
<CAPTION>

                                 Total                 Less than                  1-3                    4-5
                                                         1 Year                  Years                  Years
<S>                         <C>                    <C>                       <C>                    <C>
Mortgage payable             $    100,812           $        7,412            $     20,400           $     72,500
Note payable                       50,000                        -                  50,000                      -
Total                        $    150,812           $        7,412            $     70,400           $     72,500

</TABLE>


ITEM 3.   CONTROLS AND PROCEDURES

         Under the  supervision  and with the  participation  of our management,
including our principal  executive and financial officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as of May 31,  2005 and,  based on such  evaluation,  our  principal
executive  and  financial   officer  have  concluded  that  these  controls  and
procedures  are  effective.  There were no  significant  changes in our internal
control over financial  reporting that occurred during the quarter ended May 31,
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 officer, as appropriate to allow
timely decisions regarding required disclosure.



                                       13
<PAGE>

PART II- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

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

31.1                         Certification of principal executive officer

31.2                         Certification of principal financial officer

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



                                       14
<PAGE>





                                   SIGNATURES

         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: July 27, 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
<PAGE>