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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): JULY 14, 2005
UNITED STATES BASKETBALL LEAGUE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-15913 06-1120072
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
46 Quirk Road
Milford, Connecticut 06460
(Address of Principal Executive Offices) (Zip Code)
(203) 877-9508
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTANT'S CERTIFYING ACCOUNTANT
(a) On July 14, 2005, United States Basketball League, Inc. (the
"Company") dismissed Holtz Rubenstein Reminick LLP ("Holtz") as independent
auditors for the Company. The decision to dismiss Holtz and to seek new
accountants was approved by the Company's Board of Directors.
The audit reports of Holtz on the Company's financial statements for
the years ended February 29, 2004 and February 28, 2005 did not contain any
adverse opinion or disclaimer of opinion and were not modified as to
uncertainty, audit scope, or accounting principles, except that the opinion
issued with respect to the Company's financial statements for the years ended
February 29, 2004 and February 28, 2005 included a reference to substantial
doubt that exists regarding the Company's ability to continue as a going
concern.
With respect to the financial statements for the years ended February
29, 2004 and February 28, 2005 and the subsequent interim period to the date of
dismissal, there were no disagreements with Holtz, whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Holtz, would have caused them to make reference thereto
in their reports on the financial statements of the Company; and there were no
reportable events or disagreements with Holtz as described in Item 304(a)(1)(iv)
of Regulation S-B.
The Company requested that Holtz furnish it with a letter addressed to
the Securities and Exchange Commission stating whether they agree with the
statements made in this Item 4.01, and if not, stating the respects in which
they do not agree. A copy of such letter, dated July 15, 2005, has been
furnished by Holtz and is filed as Exhibit 16 to this Current Report on Form
8-K.
(b) On July 14, 2005, the Company engaged Michael T. Studer CPA P.C.
("Studer") to serve as the Company's independent auditor. Neither the Company
nor anyone acting on its behalf consulted with Studer regarding (i) either the
application of any accounting principles to a specific completed or contemplated
transaction of the Company, or the type of audit opinion that might be rendered
by Studer on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement with Holtz or a reportable event with
respect to Holtz.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
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16 Letter, dated July 15, 2005, from Holtz Rubenstein Reminick
LLP to the Securities and Exchange Commission.
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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 hereunto duly authorized.
Dated: July 15, 2005
UNITED STATES BASKETBALL LEAGUE, INC.
By: /s/ Daniel T. Meisenheimer, III
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Daniel T. Meisenheimer, III
President
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter, dated July 15, 2005, from Holtz Rubenstein Reminick
LLP to the Securities and Exchange Commission.
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