8-K 1 usbl-8k_050714.txt ===================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 -------------------------------------- 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) -------------------------------------- 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 ----------- ----------- 16 Letter, dated July 15, 2005, from Holtz Rubenstein Reminick LLP to the Securities and Exchange Commission. 2 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 ---------------------------------- Daniel T. Meisenheimer, III President 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 16 Letter, dated July 15, 2005, from Holtz Rubenstein Reminick LLP to the Securities and Exchange Commission. 4