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


                                  FORM 10-QSB/A
                                (Amendment No. 2)

 [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
                                                                         --------            -----------
         ASSETS                                                        (Unaudited)
         ------
<S>                                                                     <C>                 <C>
CURRENT ASSETS:
     Cash                                                               $   4,213            $    2,770
     Marketable equity securities                                          56,611                     -
     Due from affiliate                                                         -                33,071
     Inventory                                                              8,573                 8,573
     Prepaid expenses & other current assets                                  600                   600
                                                                         --------            ----------
Total current assets                                                       69,997                45,014

PROPERTY AND PLANT, NET                                                   265,366               267,962
                                                                         --------            ----------

Total assets                                                            $ 335,363            $  312,976
                                                                        =========            ==========

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

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                             $  190,998           $   232,748
     Due to affiliates.                                                   380,433               288,500
     Due to stockholders                                                  260,658               256,808
     Current portion of mortgage payable                                    9,220                 9,383
                                                                       ----------           -----------
Total current liabilities                                                 841,309               787,439

MORTGAGE PAYABLE                                                           89,328                93,713
NOTE PAYABLE                                                               50,000                50,000
                                                                       ----------           -----------

     TOTAL LIABILITIES                                                    980,637               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                                                           (3,321,082)           (3,287,984)
     Treasury stock, at cost; 39,975 shares                               (42,454)              (42,454)
                                                                       ----------           -----------
              Total stockholders' deficiency                             (645,274)             (618,176)
                                                                       ----------           -----------

                                                                       $  335,363           $   312,976
                                                                       ==========           ===========
</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 (loss) from marketable
        securities                  11,310                -                    820               -
  Interest and dividend income          12               35                     30              41
                                  --------        ---------              ---------        --------
                                     8,436           (3,294)                (4,836)        (10,941)

NET (LOSS) INCOME                 $(26,128)       $(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>

<TABLE>
<CAPTION>

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




                                       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               3,519,602  $35,196   1,105,679  $11,057 $2,666,009  $(3,287,984)  $(42,454)   $(618,176)
   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  $(3,321,082)  $(42,454)   $(645,274)
                                     =========  =======   =========  ======= ==========  ===========   ========    =========

</TABLE>


                 See notes to consolidated financial statements







                                       5


<PAGE>

<TABLE>
<CAPTION>

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



                                                                                                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:
      Loans from (Repayments to) affiliates-net                                           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
                                                                                    ============        ==============


SCHEDULE OF NON-CASH TRANSACTION:
      Acquisition of marketable equity securities in exchange for
       Increase in amount due to affiliate                                          $     68,674        $            -
                                                                                    ------------        --------------


</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 $3,321,082. 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,  marketable  equity  securities with a fair value of $68,674
     were  transferred to the Company from its affiliate  Meisenheimer  Capital,
     Inc.  ("MCI") in exchange for a $33,071 decrease in the amount due from MCI
     and a $35,603 increase in the amount due to MCI. The Company has classified
     its investment in marketable equity securities as trading  securities.  The
     change in net unrealized  holding gain (loss)  included in earnings for the
     three and six months  ended  August 31, 2005 was to $11,585  and  $(7,664),
     respectively.


                                       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 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.


                                       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 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
                                                 -------
     Total                                       $98,548
                                                 -------

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, amount due to stockholders, including interest,
          is $260,658. This amount includes loans approximating $148,000 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.


                                       10
<PAGE>


     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

     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.

12.  RESTATEMENT

     When the August 31, 2005 Form 10-QSB was  originally  filed,  the Company's
     accoutant was unaware of the  circumstances  surrounding the acquisition of
     certain marketable equity securities.  Accordingly,  the Company recorded a
     prior period adjustment of $68,674, increasing marketable equity securities
     and reducing deficit at February 28, 2005.

     The Company's  accountant  subsequently  learned that the  securities  were
     acquired in March 2005 from a related party for  consideration  of $68,674.
     Accordingly,  the  Company  has  amended the August 31, 2005 Form 10-QSB to
     decrease  due from  affiliate  by $26,741,  increase  due to  affiliate  by
     $41,933 and increase the deficit at February 28, 2005 by $68,674.


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


                                       11
<PAGE>

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.

     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 $26,128 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 $771,312. 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 net
loans from 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.


                                       12
<PAGE>


     If  attendance  has been  poor,  USBL has from time to time  only  received
partial  payment and in some cases,  no payments at all.  The Company  estimates
that it requires at least $300,000 of working capital to sustain operations over
a 12 month period. Assuming that all of the teams pay their annual royalty fees,
this would only amount to $240,000.  However,  the Company  believes  that given
prior   experience  it  is  more   realistic  to  anticipate   royalty  fees  of
approximately  $170,000  because  some of these  teams  are  simply  not able to
generate significant  attendance at games.  Additionally,  some of the teams owe
back  franchise  fees.  The Company  anticipates  that it will  receive at least
$100,000 of back  franchise  fees during the next 12 months.  Adding this to the
$170,000 of anticipated royalty fees, this could amount to $270,000 of revenues.
Accordingly, if the Company is unable to generate additional sales of franchises
within the next 12 months it will again have to rely on affiliates  for loans to
assist it in meeting its current  obligations.  The Company may generate revenue
from  the  rental  of  excess  space in its  building,  though  there  can be no
assurance  that such revenue will be realized.  With respect to long term needs,
the Company  recognizes  that in order for the League and USBL to be successful,
USBL has to  develop a  meaningful  sales  and  promotional  program.  This will
require  an  investment  of  additional  capital.  Given the  Company's  current
financial  condition,  the  ability of the Company to raise  additional  capital
other than from affiliates is questionable.  At the current time the Company has
no definitive plan as to how to raise additional capital.

ITEM 3.  CONTROLS AND PROCEDURES

     In connection  with the original  filing of this  Quarterly  Report on Form
10-QSB for the quarter  ended  August 31,  2005,  our  principal  executive  and
financial  officers had concluded  that our  disclosure  controls and procedures
were  effective  as of August 31,  2005.  Followng  the  original  filing of our
Quarterly  Report on Form  10-QSB for the  quarter  ended  August 31,  2005,  we
determined that our financial  statements for the period included therein should
be amended.  In light of the amenmdment,  and under the supervision and with the
participation of our management, including the principal exeuctive and financial
officers,  we reevaluated 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  were not effective as of such date. We intend to
take steps to improve our disclosure controls and procedures.

     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


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<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:  March 7, 2006


                                       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