[UNITED STATES BASKETBALL LEAGUE, INC. LETTERHEAD]
March 7, 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 November 30, 2005
File No: 001-15913
Response Letter dated January 26, 2006
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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 February 15, 2006
(the "Comment Letter") with respect to the filing by the United States
Basketball League (the "Company") of the above-referenced Form 10-QSB and the
Company's Response Letter dated January 26, 2006. All responses set forth herein
are numbered to correspond to the numerical paragraphs in the Comment Letter.
General
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1. We have made all parallel changes to comply with your comment.
2. The Company discovered that a report on Form 8-K may have been
required after the four business days had elapsed. The Company promptly remedied
the error in the quarterly financials by filing the necessary Forms 10-QSB/A.
Consolidated Statement of Operations
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3. The net gain (loss) from marketable equity securities amount on
the statements of operations consists of realized and unrealized gains and
losses; the amount disclosed in note 2 represents only unrealized gains and
losses.
The statements of cash flows have been revised to reflect the transfer
as a non-cash transaction. We have not presented the net gain (loss) from
marketable equity securities as an adjustment to net loss since the securities
are trading securities (and thus should be accounted for as an operating
activity, not an investing activity).
Marketable Equity Securities
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4. We have added a note to comply with your comment.
Controls and Procedures
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5. The Company has amended the Forms 10-QSB for the quarters ended
May 31, 2005, August 31, 2005 and November 30, 2005 to disclose that its
disclosure controls and procedures were not effective as of such dates.
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, III
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Daniel T. Meisenheimer, III
President