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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission file number 000-24711



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EBS LITIGATION, L.L.C.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 13-3989964                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



c/o Foley &
Lardner LLP

90 Park Avenue

New York, New York 10016

(Address of principal executive offices)



(212) 682-7474

(Registrants telephone number, including area code)



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



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



At
November 1, 2005 there were 10,000,000 Class A Membership Units outstanding and no Class B Membership Units outstanding.



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EBS LITIGATION, L.L.C.

Income Statement

September 30, 2005 and December 31, 2004



|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|------------------------------------------------- |  | --------------------------------------- | ------ | -------------------------------------- | - | ----------- |  | - | ----------- | - |  | - | ---------
|                                                  |  | For the three months endedSeptember 30, |        | For the nine months endedSeptember 30,
|                                                  |  | 2005                                    |        | 2004                                   |   | 2005        |  |   | 2004       
|                                                  |  | (unaudited)                             |        | (unaudited)                            |   | (unaudited) |  |   | (unaudited)
|Income                                            |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Interest                                          |  | $                                       | 11,185 |                                        | $ | 6,885       |  | $ | 44,624      |   |  | $ | 10,755   
|Defendant payment income                          |  |                                         | 20,815 |                                        |   | 161,370     |  |   | 32,770      |   |  |   | 2,651,940
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Total income                                      |  |                                         | 32,000 |                                        |   | 168,255     |  |   | 77,394      |   |  |   | 2,662,695
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Expenses                                          |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Legal fees                                        |  |                                         |       |                                        |   | 7,406       |  |   | 8,518       |   |  |   | 106,594  
|Insurance                                         |  |                                         | 16,623 |                                        |   | 17,500      |  |   | 47,385      |   |  |   | 70,958   
|Transfer agent and settlement administration fees |  |                                         | 4,000  |                                        |   | 4,000       |  |   | 9,000       |   |  |   | 12,000   
|Accounting fees                                   |  |                                         | 7,500  |                                        |   | 7,500       |  |   | 22,500      |   |  |   | 23,580   
|Manager fees                                      |  |                                         | 211    |                                        |   | 13,205      |  |   | 22,915      |   |  |   | 29,184   
|Other                                             |  |                                         | 1,071  |                                        |   | 3,121       |  |   | 4,246       |   |  |   | 5,395    
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Total expenses                                    |  |                                         | 29,405 |                                        |   | 52,732      |  |   | 114,564     |   |  |   | 247,711  
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Net income (loss)                                 |  | $                                       | 2,595  |                                        | $ | 115,523     |  | $ | (37,170     | ) |  | $ | 2,414,984
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          
|Net income (loss) per unit - basic and diluted    |  | $                                       | 0.000  |                                        | $ | 0.012       |  | $ | (0.004      | ) |  | $ | 0.241    
|                                                  |  |                                         |        |                                        |   |             |  |   |             |   |  |   |          



The accompanying notes
are an integral part of these financial statements.



2



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EBS LITIGATION, L.L.C.

Balance Sheet

September 30, 2005 and December 31, 2004



|                                                                                                                       |  |                   |           |                  |   |          
|---------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | ---------------- | - | ---------
|                                                                                                                       |  | September 30,2005 |           | December 31,2004
|                                                                                                                       |  | (unaudited)       |           |                 
|Assets                                                                                                                 |  |                   |           |                  |   |          
|Cash and cash equivalents Available for general operations                                                             |  | $                 | 1,208,559 |                  | $ | 3,320,404
|Prepaid expenses                                                                                                       |  |                   | 33,091    |                  |   | 187      
|Interest receivable                                                                                                    |  |                   | 2,881     |                  |   | 4,144    
|                                                                                                                       |  |                   |           |                  |   |          
|Total assets                                                                                                           |  | $                 | 1,244,531 |                  | $ | 3,324,735
|                                                                                                                       |  |                   |           |                  |   |          
|Liabilities                                                                                                            |  |                   |           |                  |   |          
|Accounts payable                                                                                                       |  | $                 |          |                  | $ | 493      
|Accrued expenses                                                                                                       |  |                   | 38,281    |                  |   | 80,822   
|                                                                                                                       |  |                   |           |                  |   |          
|Total liabilities                                                                                                      |  |                   | 38,281    |                  |   | 81,315   
|                                                                                                                       |  |                   |           |                  |   |          
|Commitments and Contingencies (Note 5)                                                                                 |  |                   |           |                  |   |          
|                                                                                                                       |  |                  
|Members equity                                                                                                        |  |                   |           |                  |   |          
|Membership Units (Class A - 10,000,000 authorized, issued and outstanding at September 30, 2005 and December 31,
2004) |  |                   |          |                  |   |         
|Retained earnings                                                                                                      |  |                   | 1,206,250 |                  |   | 3,243,420
|                                                                                                                       |  |                   |           |                  |   |          
|Total members equity                                                                                                  |  |                   | 1,206,250 |                  |   | 3,243,420
|                                                                                                                       |  |                   |           |                  |   |          
|Total liabilities and members equity                                                                                  |  | $                 | 1,244,531 |                  | $ | 3,324,735
|                                                                                                                       |  |                   |           |                  |   |          



The accompanying notes
are an integral part of these financial statements.



3



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EBS LITIGATION, L.L.C.

Statements of Changes in Members Equity

For the Periods Ended

September 30, 2005 and December 31, 2004



|                                        |  |                        |  |                  |            |   |       |   |            |  
|--------------------------------------- |  | ---------------------- |  | ---------------- | ---------- | - | ----- | - | ---------- | -
|                                        |  | Class AMembershipUnits |  | RetainedEarnings |            |   | Total |  
|Balance, December 31, 2003              |  | 10,000,000             |  | $                | 907,803    |   |       | $ | 907,803    |  
|                                        |  |                        | 
|Net income                              |  |                       |  |                  | 2,335,617  |   |       |   | 2,335,617  |  
|                                        |  |                        |  |                  |            |   |       |   |            |  
|Balance, December 31, 2004              |  | 10,000,000             |  |                  | 3,243,420  |   |       |   | 3,243,420  |  
|                                        |  |                        | 
|Net loss (unaudited)                    |  |                       |  |                  | (37,170    | ) |       |   | (37,170    | )
|                                        |  |                        | 
|Capital distribution (unaudited)        |  |                       |  |                  | (2,000,000 | ) |       |   | (2,000,000 | )
|                                        |  |                        |  |                  |            |   |       |   |            |  
|Balance, September 30, 2005 (unaudited) |  | 10,000,000             |  | $                | 1,206,250  |   |       | $ | 1,206,250  |  
|                                        |  |                        |  |                  |            |   |       |   |            |  



The accompanying notes
are an integral part of these financial statements.



4



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EBS LITIGATION, L.L.C.

Statements of Cash Flows

For the Nine Months Ended

September 30, 2005 and 2004



|                                                                                                                          |  |             |            |   |             |   |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ----------- | - | --------- | -
|                                                                                                                          |  | 2005        |            |   | 2004        |  
|                                                                                                                          |  | (unaudited) |            |   | (unaudited) |  
|Cash flows from operating activities                                                                                      |  |             |            |   |             |   |           |  
|Net (loss) income                                                                                                         |  | $           | (37,170    | ) |             | $ | 2,414,984 |  
|Reconciliation of net (loss) income to cash flows provided by (used in) operating activities Increase in prepaid expenses |  |             | (32,904    | ) |             |   | (70       | )
|(Increase) decrease in interest receivable                                                                                |  |             | 1,263      |   |             |   | (2,216    | )
|Decrease in accounts payable                                                                                              |  |             | (493       | ) |             |   | (85,612   | )
|Decrease in accrued expenses                                                                                              |  |             | (42,541    | ) |             |   | (43,857   | )
|                                                                                                                          |  |             |            |   |             |   |           |  
|Cash flows (used in) provided by operating activities                                                                     |  |             | (111,845   | ) |             |   | 2,283,229 |  
|                                                                                                                          |  |             |            |   |             |   |           |  
|Cash flows used in financing activities                                                                                   |  |             |            |   |             |   |           |  
|Capital distribution                                                                                                      |  |             | (2,000,000 | ) |             |   |          |  
|                                                                                                                          |  |             |            |   |             |   |           |  
|Cash flows used in financing activities                                                                                   |  |             | (2,000,000 | ) |             |   |          |  
|                                                                                                                          |  |             |            |   |             |   |           |  
|Net (decrease) increase in cash and cash equivalents                                                                      |  |             | (2,111,845 | ) |             |   | 2,283,229 |  
|                                                                                                                          |  |            
|Cash and cash equivalents at beginning of period                                                                          |  |             | 3,320,404  |   |             |   | 1,103,644 |  
|                                                                                                                          |  |             |            |   |             |   |           |  
|Cash and cash equivalents at end of period                                                                                |  | $           | 1,208,559  |   |             | $ | 3,386,873 |  
|                                                                                                                          |  |             |            |   |             |   |           |  



The accompanying notes
are an integral part of these financial statements.



5



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EBS Litigation, L.L.C.

Notes to Financial Statements

September 30, 2005 and December 31, 2004



|1. | Description of Business
|-- | -----------------------



EBS Litigation, L.L.C. (the Company) is governed by a Members Agreement, dated as of September 25, 1997 (the Members
Agreement). Pursuant to the Members Agreement, the Companys purposes are to (a) prosecute, settle and/or liquidate the Unresolved Avoidance Claims relating to the distribution by Edison Brothers Stores, Inc. (Edison) of
approximately 4.4 million shares of common stock of Dave & Busters, Inc. to holders of Edison common stock in the form of a dividend and all related transactions (the Unresolved Avoidance Claims), (b) receive and
administer the cash proceeds of the Unresolved Avoidance Claims, and (c) distribute the net proceeds to the appropriate holders of Membership Units (the Members) in accordance with the Members Agreement.



Section 1.4 of the Companys Members Agreement originally limited
the Companys existence to three years, subject to extension(s) approved by the Bankruptcy Court for good cause shown. In September 2000 and once again in September 2002, the Bankruptcy Court granted the Companys motions to extend the
existence of the Company for additional two-year terms. In September 2004, the Company filed a motion with the Bankruptcy Court to reopen the bankruptcy case of Edison for the limited purpose of extending the term of the Company. The Court approved
the motion at that time, extending the existence of the Company for an additional two-year term.



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



This summary of significant accounting policies is presented to assist in evaluating the Companys financial statements included in this report.
These policies conform to accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions
which impact the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Adjustments are of a normal and recurring nature. Actual results could
differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents consist of amounts held in an
account in the Companys name at a highly-rated financial institution. Such amounts are invested in an institutional money market fund investing solely in direct obligations of the United States Government.



The Companys cash and cash equivalents represent the sum of the
aggregate Dave & Busters, Inc. Spinoff Settlement Proceeds and the L.L.C. Funding Amount. These funds will be used for general operations. Any amounts not used in general operations will be made available for future distributions to
holders of Class A Membership Unitholders.



Accrued
Expenses



Accrued expenses include amounts payable to
service providers and other vendors. Amounts are payable within one year.



Defendant Payment Revenue



Defendant payment revenue is determined on the accrual basis and represents settlements with individual defendants of avoidance claims during the period.



Interest



Interest income is determined on the accrual basis. Interest receivable is due to be received within one year.



Expenses



All expenses of the Company are recorded on the accrual basis of accounting.



6



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EBS Litigation, L.L.C.

Notes to Financial Statements

September 30, 2005 and December 31, 2004



Income Taxes



The Company is not subject to income taxes. Instead, the Members report
their distributive share of the Companys profits and losses on their respective income tax returns.



|3. | Members Equity
|-- | ---------------



On September 25, 1997, Edison transferred its rights, title and interest in the Unresolved Avoidance Claims. In addition, as of September 25,
1997, Edison was obligated to provide cash funding to the Company of $2.0 million (the LLC Funding Amount), which was subsequently paid to the Company on October 16, 1997. Such transfer and funding were in exchange for 10,000,000
Class B Membership Units of the Company, which represented all of the outstanding Membership Units of the Company. On December 12, 1997, in accordance with the Companys Members Agreement and the Plan of Reorganization, Edison exchanged
9,064,140 Class B Membership Units for 9,064,140 Class A Membership Units of the Company and simultaneously distributed such Class A Membership Units to holders of Allowed General Unsecured Claims (as defined in the Plan).



During 1998, Edison exchanged 936,138 Class B Membership Units for 936,138
Class A Membership Units of the Company and simultaneously distributed such Class A units to holders of Allowed General Unsecured Claims.



During 1998, the Company distributed $13.7 million to holders of Class A Membership Units. In addition, $0.8 million was reserved for holders of the
Class A Membership Units that were distributed in December 1998.



Also during 1998, certain holders of Class A Membership Unit returned 278 Class A Membership Units to Edison as such Membership Units had been distributed in error. The distribution proceeds relating to these returned Membership
Units are included in retained earnings and were made available for future distributions to holders of Class A Membership Units. At December 31, 1999, Edison had no Class B Membership Units outstanding.



On February 1, 1999, the Company distributed the $0.8 million of
reserved amounts of D&B Spinoff Settlement Proceeds (as defined in the Plan) to the holders of the Class A Membership Units that were distributed in November and December 1998. This represents the entire amount of funds reserved for future
holders of Class A Membership Units.



During 2004 and the
first and second quarters of 2005, the Company did not make any distributions to holders of Class A Membership Units.



The Company made distributions to its Class A Membership Unit holders of record as of July 14, 2005 on July 21, 2005 and July 29, 2005
in the amounts of $1,938,872 and $61,128, respectively.



At
September 30, 2005, the Company had no Class B Membership Units outstanding.



7



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EBS Litigation, L.L.C.

Notes to Financial Statements

September 30, 2005 and December 31, 2004



The following table sets forth the computation of basic and diluted income
(loss) per unit for the periods ended:



|                                           |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|------------------------------------------ |  | --------------------------------------- | ---------- | -------------------------------------- | - | ---------------- |  | - | ---------------- | - |  | - | ----------
|                                           |  | For the three months endedSeptember 30, |            | For the nine months endedSeptember 30,
|                                           |  | 2005 (unaudited)                        |            | 2004 (unaudited)                       |   | 2005 (unaudited) |  |   | 2004 (unaudited)
|                                           |  |                                         |            |                                       
|Numerator                                  |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|Net income (loss) - basic and diluted      |  | $                                       | 2,595      |                                        | $ | 115,523          |  | $ | (37,170          | ) |  | $ | 2,414,984 
|                                           |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|Denominator                                |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|Weighted-average units outstanding - basic |  |                                         | 10,000,000 |                                        |   | 10,000,000       |  |   | 10,000,000       |   |  |   | 10,000,000
|Effect of potentially dilutive units       |  |                                         |           |                                        |   |                 |  |   |                 |   |  |   |          
|                                           |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|Units outstanding - diluted                |  |                                         | 10,000,000 |                                        |   | 10,000,000       |  |   | 10,000,000       |   |  |   | 10,000,000
|                                           |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           
|Basic and diluted income (loss) per unit   |  | $                                       | 0.00       |                                        | $ | 0.01             |  | $ | (0.00            | ) |  | $ | 0.24      
|                                           |  |                                         |            |                                        |   |                  |  |   |                  |   |  |   |           



|4. | Commitments and Contingencies
|-- | -----------------------------



On March 31, 2004 the District Court granted the motion to approve the settlement of all claims in the matter of EBS Litigation, L.L.C. v.
Barclays Global Investors, et. al(the case). The settlement allowed for members of the defendant class to opt out of the portion of the settlement addressing the claims of the Company against Barclays Global Investors, et. al.
(the defendant class). The District Courts Order and Final Judgment provides for releases of all Third-party claims and Fourth-party claims resulting from the case. The Order and Final Judgment requires members of the defendant
class to pay $5.00 per Dave & Busters share received in the dividend, with $0.50 per share going to defray the litigation costs and fees incurred by the class representatives (Barclays Global Investors, N.A., Greenway Partners, L.P.,
and Greentree Partners, L.P.) of the defendant class, and the remaining $4.50 per share being paid to the Company. The Order and Final Judgment was subject to various contingencies, including the receipt by counsel for the defendant class of
settlement payments by members of the class in excess of $1,800,000. To the Companys knowledge, the contingencies have been met and no members of the Defendant Class have opted out of the settlement. On May 13, 2004, the Company received
a wire of $2,490,570 in settlement proceeds from counsel for the defendant class. Pursuant to the Order and Final Judgment, the Company will have a judgment in the amount of $5.00 per share against class members who have not already paid to settle
claims, with $0.50 per share being paid to the defendant class representatives in satisfaction of their defense expenses. The Company is in the process of determining what steps, if any, should be taken as to these remaining class members.



8



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following is a discussion and analysis of the
financial condition and results of operations of the Company as of and for the years ended December 31, 2004, 2003, 2002, 2001, 2000, 1999 and 1998 and as of and for the periods ended December 31, 1997, January 1, 2004 through
September 30, 2004 (unaudited), January 1, 2005 through September 30, 2005 (unaudited), and of certain factors that may affect the Companys prospective financial condition and results of operations. The following should be read
in conjunction with the Companys Financial Statements and Notes thereto included elsewhere herein and included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. This discussion contains certain
forward-looking statements that involve risks and uncertainties. The Companys actual results could differ materially from the results expressed in, or implied by, such statements.



Results of Operations/Overview



The Company, which was formed pursuant to the Amended Joint Plan of
Reorganization Under Chapter 11 of the U.S. Bankruptcy Code filed by the Debtors (the Plan) and the Members Agreement, is a limited purpose entity organized solely for the purposes of (a) prosecuting, settling and/or liquidating the
Unresolved Avoidance Claims, (b) receiving and administering the proceeds from the Unresolved Avoidance Claims (the Avoidance Claim Proceeds), and (c) distributing the net Avoidance Claim Proceeds to holders of the
Companys Class A Membership Units pursuant to the terms of the Members Agreement. The Company commenced its activities on September 25, 1997.



On October 16, 1997, the Company received the L.L.C. Funding Amount of $2 million. The Company recognizes income from amounts received from the
prosecution, settlement and liquidation of the Unresolved Avoidance Claims. To date, the Company has only received settlement amounts. During the period ended December 31, 1997, the Company received approximately $10.0 million in D&B
Spinoff Settlement Proceeds. The D&B Spinoff Settlement Period was to initially expire on October 27, 1997, at which time the Company had received approximately $7.8 million in D&B Spinoff Settlement Proceeds. However, many defendants
were not able to accept the D&B Spinoff Settlement by the initial deadline for reasons including, without limitation, (a) the time lag attendant to the transmission of settlement-related documents from record holders to their beneficial
holders, and (b) the desire of certain D&B Spinoff Stockholders to consult with counsel or other advisors prior to participating in the D&B Spinoff Settlement. The Manager therefore decided that an extension of the D&B Spinoff
Settlement Period was in the best interests of the Company. The extension permitted the recovery of additional D&B Settlement Proceeds of approximately $2.2 million between October 27, 1997 and December 31, 1997, approximately $5.0
million for the year ended December 31, 1998 and none for the years ended December 31, 2001, 2000 and 1999. For the year ended December 31, 2002, the Company received approximately $211,000 in D&B Settlement Proceeds. For the year
ended December 31, 2003, the Company received defendant payment revenue of $615,940. For the year ended December 31, 2004, the Company received approximately $2.7 million in defendant payment revenue. During the three months ended
September 30, 2005 and 2004, the Company received defendant payment revenue of $20,815 and $161,370, respectively. For the nine month periods ended September 30, 2005 and 2004, the Company received defendant payment revenue of $32,770 and
$2,651,940, respectively. The Company may recognize defendant payment revenue in future periods as the Unresolved Avoidance Claims are prosecuted, settled further, or both. However, there can be no assurance that the Company will recognize any
further defendant payment income.



The Company also recognizes
income from interest earned on Avoidance Claim Proceeds. The Company invests Avoidance Claim Proceeds in a money market fund investing solely in direct obligations of the United States Government. The Members Agreement permits all funds received by
the Company to be temporarily invested in United States treasury bills and notes with maturities of 12 months or less, institutional money market funds, and demand or time deposits with U.S. federal or state commercial banks having primary capital
of not less than $500 million. During the years ended December 31, 2004, 2003, 2002, 2001, 2000, 1999 and 1998, and the period ended December 31, 1997, the Company recognized approximately $22,000, $7,000, $13,000, $51,000, $98,000,
$92,000, $388,000 and $106,000 of interest income, respectively. During the three month periods ended September 30, 2005 and 2004, the Company recognized $11,185 and $6,885 of interest income, respectively. During the nine month periods ended
September 30, 2005 and 2004, the Company recognized interest income of $44,624 and $10,755,



9



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respectively. The amount of interest income recognized by the Company in future periods will be dependent on, among other
things, (1) fluctuations in interest rates, (2) the amounts and timing of any Avoidance Claims Proceeds received in the future, (3) the amounts and timing of any distributions to holders of Class A Membership Units, and
(4) the amount and timing of the Companys expenses.



The Companys expenses consist primarily of fees payable to the Companys lawyers and accountants, insurance expenses, the Transfer Agent and the Manager. The Company had expenses of approximately $338,000, $363,000, $691,000,
$442,000, $489,000, $299,000, $671,000 and $176,000, for the years ended December 31, 2004, 2003, 2002, 2001, 2000, 1999 and 1998, and the period ended December 31, 1997, respectively. During the three month periods ended
September 30, 2005 and 2004, the Company had expenses of $29,405 and $52,732, respectively. During the nine month periods ended September 30, 2005 and 2004, the Company had expenses of $114,564 and $247,711, respectively. These expenses
are expected to fluctuate in future periods primarily based on activity in any period in the D & B Spinoff Litigation.



Pursuant to Section 5.1(f) of the Plan, the Company and EBS Pension have agreed to indemnify the Debtors (as defined in the Plan) and their present
or former officers, directors and employees from and against any losses, claims, damages or liabilities by reason of any actions arising from or relating to the Company and any actions taken or proceeding commenced by the Company (other than with
respect to any Unresolved Avoidance Claims that the Company may have against such persons other than in their capacities as officers, directors or employees of the Debtors). Indemnification must first be sought from any applicable officers and
directors insurance policy, and then from the $1.5 million reserve (the Reserve) established by EBS Pension L.L.C. (EBS Pension). As is discussed below, the former and current directors of Dave & Busters, Inc.
(the D&B Third-party Defendants) have filed an indemnification claim seeking recovery from the Reserve. There can be no assurance of the merits of such claim or the amount, if any, that the D&B Third-party Defendants will be able
to recover. There can be no assurance that additional such claims will not be made in the future. All liabilities of the Company, including the foregoing indemnification obligations, will be satisfied from the Companys assets.



At December 31, 2004, 2003, 2002, 2001, 2000, 1999, 1998 and 1997, the
Company had cash and cash equivalents of approximately $3.3 million, $1.1 million, $778,000, $ 1.2 million, $1.5 million, $1.9 million, $3.0 million and $12.0 million, respectively. At September 30, 2005, the Company had cash and cash
equivalents of approximately $1.2 million. The Company made distributions to its Class A Membership Unit holders of record as of July 14, 2005, on July 21, 2005 and July 29, 2005 in the amounts of $1,938,872 and $61, 128,
respectively. When deciding the amount and timing of the July distribution, the Manager considered, among other things, (i) the terms of the Members Agreement governing distributions and (ii) the possible amount of future administrative
and other costs and expenses of the Company. During 2004, 2003, 2002, 2001 and 2000, the Company did not make any distributions to holders of Class A Membership Units. During 1999, the Company distributed an aggregate amount of
$0.8 million to holders of Class A Membership Units. During 1998, the Company distributed an aggregate amount of $13.7 million to holders of Class A Membership Units. During 1997, the Company did not make any distributions to holders
of Class A Membership Units. The Company made no distributions during the three and nine month periods ending September 30, 2004. The amount and timing of any future distributions of Avoidance Claim Proceeds will be determined by the
Manager in accordance with the terms of the Members Agreement. There can be no assurance as to the amount (if any) of any further distributions that will be made.



The Companys lawyers completed third-party discovery, including depositions of former officers and directors of
Edison, and third-party discovery closed on March 31, 2000, pursuant to court order. On or about March 29, 2000, the Class Representatives (D&B Stock is held by approximately 2,500 different individuals and entities (the
Class) The Class includes Barclays Global Investors, N.A., Greentree Partners, and Greenway Partners, which are referred to herein as the Class Representatives.) filed a third-party complaint against former directors of
Edison (the Edison Third-party Defendants) and against the D&B Third-party Defendants (collectively with Edison Third Party Defendants, the Third-party Defendants). The complaint purports to allege claims for breach of
fiduciary duties, aiding and abetting breaches of fiduciary duties, and for contribution or subrogation. Because these claims might have implicated the indemnification provisions described above, the claims were reviewed in detail by the
Companys lawyers, and found to be without substantial merit.



In June 2000, the Third-party Defendants each filed a motion to dismiss the third-party complaints against them (Motions to Dismiss). The Company filed a joinder in those Motions to Dismiss. On August 21, 2000, the



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Court held a hearing on the Motions to Dismiss and other matters. By Order dated as of August 28, 2000, the Court
granted the Motions to Dismiss in part, and denied them in part. The Court dismissed the breach of fiduciary duty claims and the related claims for aiding and abetting breach of fiduciary duty, finding the claims, if any, barred by the statute of
limitations. However, the Court denied the Motion to Dismiss the purported contribution and/or subrogation claim. Because of certain inconsistencies in the Courts rulings, the Third-party Defendants moved for clarification,
reconsideration, or in the alternative, interlocutory (immediate) appeal (Motions for Reconsideration). The Company filed a limited joinder in those Motions for Reconsideration, and the Class filed its opposition. The Court granted the
motion for interlocutory appeal.



In July 2000, the Class
Representatives also filed a Motion to Amend the Order Certifying the Defendant Class (Motion to Amend). In this Motion to Amend, the Class Representatives seek to add absent Class members as named Class representatives. The Company
opposed this Motion to Amend on the grounds that: (i) the Class Representatives should not have been represented by Class Counsel in the Motion to Amend against absent Class members; (ii) there was no showing of need to add named Class
representatives; and (iii) the adding of certain absent Class members as named Class representatives could create unnecessary conflicts for the Companys lawyers to the substantial prejudice of the Company. Two of the proposed named Class
representatives, Mellon Bank and Boston Safe Deposit, related entities, filed substantive objections to the Motion to Amend on similar grounds. On August 21, 2000, the Court heard argument on the issues presented by the Motion to Amend and took
the matter under advisement. The parties thereafter agreed that additional named Class Representatives may be added. The Court granted that motion on November 11, 2001.



In September 2000, the Company filed a motion with the United States Bankruptcy Court, District of Delaware (the
Bankruptcy Court) to reopen the bankruptcy case of Edison Brothers Stores, Inc. for the limited purpose of extending the term of the Company. Section 1.4 of the Companys Members Agreement limits the Companys existence to
three years subject to extension(s) approved by the Bankruptcy Court for good cause shown. Therefore, the Companys existence was set to expire on September 26, 2000 unless extended by the Bankruptcy Court. In its motion, the Company
argued that the Companys members would be best served by permitting the Company to remain a going concern. The Bankruptcy Court granted the Companys motion to extend the existence of the Company for an additional two-year term.



On January 22 and 23, 2002, the D&B Spinoff
Litigation was tried before Judge Robinson in the United States District Court for the District of Delaware.



In June and July 2002, the Company settled with two members of the Class. As a result of the settlements the Company collected approximately $210,626.



In September 2002, the Company filed a motion with the
Bankruptcy Court to reopen the bankruptcy case of Edison Brothers Stores, Inc. for the limited purpose of extending the term of the Company. As mentioned above, Section 1.4 of the Companys Members Agreement originally limited the
Companys existence to three years subject to extension(s) approved by the Bankruptcy Court for good cause shown. In September 2002, the Bankruptcy Court granted the Companys motion to extend the existence of the Company for an additional
two-year term.



After the January 2002 trial, on
September 18, 2002, the United States Court of Appeals for the Third Circuit (the Third Circuit) issued a decision of the Classs interlocutory appeal on Judge Robinsons decision dismissing their third party claims
against the Third-party Defendants. The Third Circuit reversed Judge Robinsons dismissal and remanded that portion of the case back to the District Court. No decision from that trial has been rendered.



On January 10, 2003, the Bankruptcy Court approved a settlement with
another member of the Class in the amount of $615,940. The Company received payment on February 18, 2003.



In February 2003, the District Court referred the D&B Spinoff Litigation to mediation before a magistrate judge. Mediation began on
March 28, 2003. The mediation involved all claims: the Companys claim against the Class, the Classs third party claims against the Third-party Defendants, as well as the fourth party indemnification claims brought by the
D&B Third-party Defendants against the Company.



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On March 28, 2003, the Company and EBS Pension were served with a Fourth Party Complaint brought by
the D&B Third-party Defendants. The Fourth Party Complaint asserts that if the D&B Third-party Defendants are found liable in the Third Party claim, then pursuant to Section 5.1(f) of the Plan establishing the Indemnification Reserve
mentioned above, the Company and EBS Pension are liable to the Third-party Defendants for all costs and expenses they have incurred or will incur in connection with the defense of the Third Party claim and with the prosecution of their Fourth Party
Complaint.



Prior to the Litigation being filed, in February
2003, the District Court hearing the Litigation referred the matter to mediation before a magistrate judge. The mediation took place on March 28, 2003. The mediation involved all claims involved in the Litigation, as well as the Fourth Party
Complaint indemnification claims brought by the Edison Directors against the Company and EBS Pension pursuant to indemnification provisions in the Debtors Amended Joint Plan or Reorganization.



On March 31, 2004 the District Court granted the motion to approve the
settlement of all claims in the Litigation. The settlement allowed for members of the defendant class to opt out of the portion of the settlement addressing the claims of the Company against the defendant class. The District Courts Order and
Final Judgment provides for releases of all Third-party claims and Fourth-party claims brought in the Litigation. The Order and Final Judgment requires members of the defendant class to pay $5.00 per Dave & Buster share received in the
dividend, with $.50 per share going to defray the litigation costs and fees incurred by the Class Representatives on behalf of the defendant class, and the remaining $4.50 per share being paid to the Company. The Order and Final Judgment was subject
to various contingencies, including the receipt by counsel for the defendant class of settlement payments by members of the Class in excess of $1.8 million dollars. To our knowledge, the contingencies have been met and no members of the defendant
class have opted out of the settlement. On May 13, 2004, the Company received a wire of $2,490,570 in settlement proceeds from counsel for the defendant class. The Company received an additional $10,000 in April 2005. Pursuant to the Order and
Final Judgment, the Company will have a judgment in the amount of $5.00 per share against Class members who have not already paid to settle claims, with $.50 per share being paid to the defendant class representatives in satisfaction of their
defense expenses. The Company is in the process of determining what steps, if any, should be taken as to these remaining Class members. There can be no assurances that the Company will recover any amounts on the judgement against class members who
have not already paid.



In September 2004, the Company filed a
motion with the Bankruptcy Court to reopen the bankruptcy case of Edison Brothers Stores, Inc. for the limited purpose of extending the term of the Company. As mentioned above, Section 1.4 of the Companys Members Agreement originally
limited the Companys existence to three years subject to extension(s) approved by the Bankruptcy Court for good cause shown. In September 2004, the Bankruptcy Court granted the Companys motion to extend the existence of the Company for
an additional two-year term.



The Company is classified as a
partnership for federal income tax purposes and, therefore, does not pay taxes. Instead, the Members pay taxes on their proportionate share of the Companys income.



Quarterly Results



Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September 30, 2004



Total income for the nine months ended September 30, 2005 and 2004, was $77,394 and $2,662,695, respectively. This
decrease is due primarily to the decrease in defendant payment income.



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Total expenses decreased for the nine months ended September 30, 2005, as compared to the nine
months ended September 30, 2004, by $133,147 due primarily to decreases in legal fees, insurance costs and transfer agent and settlement administration fees.



Item 4. Controls and Procedures



The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported with the time periods specified in the Securities and Exchange Commission rules and forms. As of September 30, 2005, an
evaluation was carried out under the supervision and with the participation of the Companys management of the effectiveness of the Companys disclosure controls and procedures. Based on that evaluation, the Companys management has
concluded that the Companys disclosure controls and procedures are effective.



Subsequent to the date of their evaluation, there have been no significant changes in the Companys internal controls or in other factors that could significantly affect these controls.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings.



Other than the D&B Spinoff Litigation referenced elsewhere herein, the Company is not involved in any legal proceedings.



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



|             |  |                                                                     
|------------ |  | --------------------------------------------------------------------
|(a) Exhibits |  | Description                                                         
|2.1*         |  | Amended Joint Plan of Reorganization of Edison Brothers Stores, Inc.
|             | 
|3.1*         |  | EBS Litigation, L.L.C. Certificate of Formation                     
|             | 
|3.2*         |  | EBS Litigation, L.L.C. Membership Agreement                         
|             | 
|31           |  | Certifications                                                      

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|* | Incorporated by reference to the same numbered exhibit filed with the Registrants Registration Statement on Form 10 originally filed with the SEC on July 29, 1998
(SEC File No. 000-24711).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |                                                                                                                                                                                                                          
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) Reports on Form 8-K |  |                                                                                                                                                                                                                          
|                        | 
|                        |  | On August 15, 2005, the Company filed a current report on Form 8-K under Item 9 (Regulation FD Disclosure) providing for the Companys Managers certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.



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Signatures



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



EBS LITIGATION, L.L.C./s/ Peter N. WangPeter N. Wang, Manager




Date: November 14, 2005