[UNITED STATES BASKETBALL LEAGUE, INC. LETTERHEAD]
January 26, 2006
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Yong Choi
Re: United States Basketball League
Form 10-QSB for the quarter ended May 31,
2005 File No: 001-15913
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Ladies and gentlemen:
The following are the responses to the comments of the Securities and
Exchange Commission (the "SEC") set forth in your letter dated January 11, 2006
(the "Comment Letter") with respect to the filing by the United States
Basketball League (the "Company") of the above-referenced Form 10-QSB. All
responses set forth herein are numbered to correspond to the numerical
paragraphs in the Comment Letter.
Consolidated Statements of Operations
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1. Subsequent to the Company's filing of its Forms 10-QSB for each
of the first and second quarters of 2005 and its response to your comment letter
dated November 1, 2005, the Company's accountant learned that the marketable
equity securities in question were owned by Meisenheimer Capital, Inc. ("MCI"),
an affiliate of the Company, and had been accounted for as such through February
2005. In March 2005, the Company obtained ownership of such securities through a
transfer from MCI, of which the accountant was unaware. Simultaneously with the
filing of this letter, the Company is amending the Quarterly Reports on Form
10-QSB for the quarters ended May 31, 2005 and August 31, 2005 previously filed
with the SEC to reflect this transfer. See Note 2 to each of such Forms 10-QSB,
which discloses the time at which the securities were acquired and contains the
disclosures required under paragraph 21 of FASB Statement No. 115.
2. As discussed above, when the May 31, 2005 Form 10-QSB was
originally filed, the Company's accountant was unaware of the circumstances
surrounding the acquisition of the marketable equity securities. Accordingly,
the
accountant recorded as gain from marketable equity securities an amount
(i.e., $68,189) equal to the market value of the securities at May 31, 2005
(i.e., $40,275) plus what he believed at the time to be net proceeds from the
sales of securities with $0 carrying value (i.e., $27,914).
The Company's accountant subsequently learned that the securities were
acquired in March 2005 from a related party for consideration of $68,674 and
that $10,000 of the $27,914 was a loan from a stockholder, not proceeds from the
sale of securities. Accordingly, the Company has amended the May 31, 2005 Form
10-QSB to increase the amount due to affiliates by $68,674, increase the amount
due to stockholders by $10,000, decrease the gain from marketable equity
securities by $68,189, increase the loss from marketable equity securities by
$10,490, increase dividend income by $4.00, and increase accounts payable and
accrued expensed by $1.00 (rounding). The Company has also amended the August 31
Form 10-QSB accordingly.
The Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the SEC from taking any action with
respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the SEC or any person under the federal
securities laws of the United States.
If you have any questions, or if we can be of any assistance with
respect to the foregoing, please do not hesitate to contact the Company's legal
counsel, Kevin W. Waite, at (516) 937-5900.
Very truly yours,
UNITED STATES BASKETBALL LEAGUE, INC.
By: /s/Daniel T. Meisenheimer
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Daniel T. Meisenheimer
President