UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

(X)      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2004

                                       OR

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

For the transition period from _____________________ to______________________

Commission file number

                              M.B.A.  HOLDINGS,  INC.
          (Exact name of business issuer as specified in its charter)

              Nevada                                   87-0522680
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)

    9419 E. San Salvador, Suite 105
    Scottsdale, Arizona                                 85258-5510
   (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  (480) 860-2288

Securities registered under Section 12(b) of the Exchange Act: None.

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value
                                (Title of class)

Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  registrant.  The  aggregate  market  value  shall be
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked  prices of such  common  equity,  as of a  specified  date
within  60 days  prior to the date of  filing.  As of  December  31,  2004,  the
aggregate market value  non-affiliates  of the registrant as reported on NASDAQ,
was $18,882,886

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable date.

As of December 31, 2004,  there were  120,902,492  shares of the issuer's common
stock issued and 120,583,332 outstanding.

                                       1

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus  filed pursuant to Rule 42(b) or
(c) or under the Securities Act of 1933. The listed  documents should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for the fiscal year ended December 24, 1980).          None

                                     Part I

Item 1. Business

M.B.A.  Holdings,  Inc. (the  "Company"),  through its wholly owned  subsidiary,
Mechanical  Breakdown  Administrators,  Inc., markets and administers  vehicular
mechanical  breakdown  insurance ("MBI") policies and sells contracts for repair
services to vehicles  ("VSCs").  The MBI policies and VSC  contracts are for the
repair of automobiles,  light trucks, recreational vehicles,  motorcycles, boats
and certain automotive components.  In certain states, the insurance regulations
prohibit the Company from directly selling either MBI policies or VSC contracts.
In those states, the Company,  through its principal shareholders,  services its
customers by acting  solely as an insurance  broker in the sale of MBI policies.
The claims  administrative  responsibilities  associated with those policies are
assumed by the issuing  insurance  company.  The Company is compensated  for its
services through the payment of a commission.

In addition, through its subsidiary National Motorcycle Dealers Association, LLC
("NMDA"),  the Company sells memberships in NMDA and extended warranties for new
and used  motorcycles,  ATV's and trailers.  NMDA also provides  and/or plans to
provide Gap  Coverage,  Motorcycle  Leasing and Financing, Credit  Life/Accident
insurance,  Health insurance and Family Hospitalization insurance for Dealership
owners,  employees and their families.  As an additional  benefit of membership,
NMDA offers rental insurance and software for Dealer Motorcycle Rental Programs,
a Garage Keepers insurance  program,  Liability and Collision  Insurance for the
dealer and their  customers,  an  Association  Credit Card, a 401(k)  Retirement
Program, a Roadside  Assistance Program and many other benefits including member
discounts on advertising and trade show exhibits.

NATIONAL MOTORCYCLE DEALERS ASSOCIATION, LLC

NMDA was  formed by MBA in 2004 to assist  Motorcycle  Dealer  Members  in being
professional,  successful,  and profitable  businesses through special services,
products and  programs.  NMDA will also take a very active roll in education and
legislation to help our members achieve their business and personal goals.

This  Association is open to the tens of thousands of Motorcycle  Dealers in the
United States and Canada.  There is an annual  membership  fee. The  Association
offers  products  and  training  to its members  and brings  many  benefits  and
programs to aid the Motorcycle Dealer.  NMDA brings the purchasing power and the
voice of its many  members to aid the  individual  privately  -owned  Motorcycle
Dealership.   MBA  Holdings  has  been  appointed  to  provide   management  and
administration of the Association.

The   Association   also  offers  an  affiliate   membership   program  open  to
manufacturers of motorcycles,  motorcycle  component  manufacturers,  suppliers,
distributors,  finance  institutions,  insurance agencies,  insurance companies,
industry  associations,   trade  press,  publications  and  motorcycle  software
vendors. The affiliate program will also have a membership fee per year.

MECHANICAL BREAKDOWN INSURANCE

The  Company  acts as an agent  for  insurance  companies  and  sells  their MBI
policies.  In addition, it provides marketing  educational/support  services and
arranges  for  sub-agents  to sell the  policies.  After the sale,  the  Company
provides  third-party   administrative  policy  services  (claims  adjudication,
cancellation  processing  and  technical  computer  services) for certain of the
policies sold by the Company or its  sub-agents.  The MBI policies are contracts
of insurance  for repair  services to vehicles that are entered into between the
insurance companies and the ultimate  consumer/purchaser.  The insurance company
is  directly  liable for the costs of claims  that arise  under the terms of the
insurance policy.  The Company currently has agency and/or servicing  agreements
with Heritage  Warranty  Mutual  Insurance RRG, Inc., Old Republic Auto Services
Insurance Company and Warranty America, LLC, First Assured Insurance Company and
AON Warranty Company.


                                       2
<PAGE>

MBI policies have terms that range from twelve (12) to  eighty-four  (84) months
and  generally   contain   elapsed  mileage   limitations.   Actual  repairs  or
replacements  covered by the policies are made by independent repair facilities.
The costs of the repairs remain the responsibility of the insurance company that
provided the MBI policy.

The policy premium has been established by the insurance companies and agreed to
by the Company and insurance  regulators.  In general, at the time an MBI policy
is sold,  approximately  51% - 60% of the premium is  retained by the  insurance
company,  approximately  20%-36%  of the  premium is paid to the  sub-agent  (if
applicable).  The remainder is paid to the Company as its sales  commission  and
fee for providing administrative policy services.

For the years ended October 31, 2004,  2003, and 2002, the net revenues  related
to sales and servicing of MBI policies  represented  approximately  51%, 50% and
71%,  respectively,  of the Company's net revenues less direct acquisition costs
of vehicle service contracts.

VEHICLE SERVICE CONTRACTS

The  Company   markets  and   administers   VSC  programs  that  supplement  the
manufacturer's   warranty  and  enhance  the   profitability   of  the  sale  of
automobiles,  light  trucks,  recreational  vehicles,   motorcycles,  boats  and
automotive components. These contracts are sold principally through dealerships.
A VSC is a contract between the Company and the  consumer/purchaser  that offers
repair  coverage  for periods  ranging from one (1) to  eighty-four  (84) months
and/or  with  mileage  limitations  ranging  from  1,000 to 100,000  miles.  The
coverage is for a broad range of possible failures of mechanical components that
may occur during the term of the contract.  The coverage is  supplemental to the
manufacturers'   warranty.   The  Company  is  primarily   responsible  for  the
administration  of the  contract  and  related  claims  during  the  life of the
contract.

At the time a VSC is sold,  the  Company  purchases  an  insurance  policy  that
insures its' liability.  This coverage provides  indemnification  to the Company
against loss resulting from service contract claims. The insurance protection is
provided by highly rated  independent  insurance  companies  including  Heritage
Warranty  Mutual  Insurance RRG,  Inc.,  Warranty  Americia,  LLC, First Assured
Insurance Company and AON Warranty Company.

For the years ended October 31, 2004,  2003, and 2002, the net VSC revenues less
direct  acquisition  costs  related to sales and  servicing of VSCs  represented
approximately  60%,  50% and  29%,  respectively,  of the  Company's  total  net
revenues  less  direct  acquisition  costs of  vehicle  service  contracts.  The
relative  change in VSC revenues as a percent of total  business  written is the
result of the Company's ability to establish selling agency  relationships  with
Internet  direct  marketers  like  Consumers'  Guide  and  to  increases  in the
Company's direct Internet sales.


VIRTUAL PRIVATE NETWORK

The Company has developed a computerized sales system using the Internet that it
calls  its  Virtual  Private  Network   ("VPN").   The  VPN  enables   financial
institutions,  dealerships  and the  general  public  to  obtain  individualized
policy/contract  pricing using their personal computer. The system user provides
the VPN with the  vehicle  identification  number of the vehicle  being  insured
together  with a few other  specific  data  items.  The VPN  returns an accurate
premium  quotation  and provides  the customer  with the ability to purchase the
policy/contract on line. When an Internet purchase is made, the system transmits
the  completed  application,  approval and policy data directly to the financial
institution/dealership/purchaser  and prints the  insurance  policy itself on an
on-site  printer.   The  information   gathered  in  the  quotation  process  is
transmitted  directly to the Company's policy  management  system.  Payments for
Internet  sales are  accomplished  either by credit  card or by a billing to the
financial institution/dealership.

SIGNIFICANT CUSTOMERS

In 2004 a major manufacturer  accounted for $1,750,893 of VSC revenues or 30% of
the 2004 Net Commission Income. During 2003, a national insurance brokerage firm
accounted for $2,433,000 of VSC sales while another major customer accounted for
$1,673,000 of 2003 VSC sales.  These two firms combined accounted for 77% of all
2003 VSC sales.  The Company  services these  accounts under  contracts that are
subject to renewal annually.


                                       3
<PAGE>

COMPETITION

M.B.A.  Holdings,  Inc.  competes with a number of  independent  administrators,
divisions of distributors,  manufacturers,  financial institutions and insurance
companies.  While the Company  believes that it occupies a strong position among
competitors in its field, it is not the largest  marketer and  administrator  of
MBIs  and  VSCs.  Some  competitors  have  greater  operating  experience,  more
employees and/or greater financial resources. Furthermore, many manufacturers of
motor  vehicles  market and  administer  their own VSC  programs for and through
their captive dealers.

National Motorcycle Dealers  Association,  LLC has few direct competitors in its
market area and  provides a bundle of services  that are not  generally  offered
from a single source. The products do compete  individually with a wide range of
offerings from other firms. NMDA is still assessing the impact these competitors
will have on its business.

SALES AND MARKETING

The Company  maintains  its own staff of sales and  marketing  personnel.  These
individuals  conduct the sales training and  motivational  programs that are the
primary  form  of  specialized   assistance  provided  by  the  Company  to  its
retailers/dealers and financial  institutions.  As an adjunct to these programs,
the Company develops the training  materials that are used at these  educational
seminars.  In addition,  the Company markets its products  directly to consumers
through its VPN, through selected automobile magazine advertisements and through
the operation of a call center.

The number of policies and contracts sold annually  during the last three fiscal
years are:

                                                             Number of
Time Period                                          Policies and Contracts
-----------                                          --------------------------
For the twelve months ended October 31, 2004                    3,957
For the twelve months ended October 31, 2003                    4,858
For the twelve months ended October 31, 2002                    8,130


The decline in the numbers of policies  and  contracts  sold is due to a loss of
market  share by the  Company's  associated  credit  unions and to the loss of a
single major  customer in the current year. The loss by the credit unions is due
to increased  competition  for the  financing of vehicle  sales and the extended
warranties  that are sold at the time of  financing.  The  loans by the  vehicle
manufacturers  including  zero interest rate loans and cash refunds have changed
the manner in which vehicle buyers  finance their  purchases of both the vehicle
and the extended warranty program. The customer loss was the result of increased
price competition in the marketplace.

The Company will continue to look for ways to increase sales including strategic
alliances  with  vehicle  sellers and others,  the  inclusion  of other types of
mechanical  equipment  such as  watercraft  and off-road  vehicles,  the further
expansion of its VPN system to more  directly  reach the ultimate  consumer with
its  product  information  and from its recent  efforts  to expand the  economic
presence of the National Motorcycle Dealers Association, LLC.

FEDERAL AND STATE REGULATION

Federal law and the  statutes of most states  regulate  the MBI and VSC programs
that are developed and marketed by the Company.  The Company continually reviews
all  existing  and  proposed   statutes  and   regulations  to  ascertain  their
applicability to its existing and future operations. Generally, these state laws
regulate the type of coverage that is allowed to be offered within that state.

The Company or its  principals  are licensed in the following  states:  Alabama,
Arizona, California,  Colorado, Connecticut,  Delaware, Florida, Georgia, Idaho,
Illinois,   Indiana,  Iowa,  Kansas,  Kentucky,   Louisiana,   Maine,  Maryland,
Massachusetts,  Michigan, Minnesota,  Mississippi,  Missouri, Montana, Nebraska,
Nevada, New Hampshire,  New Jersey, New Mexico, New York, North Carolina,  North
Dakota,  Ohio, Oklahoma,  Oregon,  Pennsylvania,  South Carolina,  South Dakota,
Tennessee, Texas, Utah, Washington, West Virginia, Wisconsin, and Wyoming.


                                       4
<PAGE>

The  Company  makes  every  effort to comply with all  applicable  statutes  and
regulations.  Nevertheless,  it cannot be assured that its  interpretations,  if
challenged, would be upheld by a court or regulatory body. On each occasion that
the  Company  has  been  notified  that  it is  not  in  compliance  with  state
regulation,  the  Company has been able to take the steps  necessary  to achieve
compliance directly or by working through others..

In the event the Company's  authorization  to do business in a specific state is
challenged successfully, the Company may be required to cease operations in that
state and could suffer financial  sanctions.  These actions,  should they occur,
could have  materially  adverse  consequences  and could  affect  the  Company's
ability  to  continue  operating.  However,  within  the  framework  of  current
statutes, the Company does not believe that this is a present concern.

EMPLOYEES

The Company and its subsidiaries employed 14 individuals at October 31, 2004 and
29 at October 31, 2003. There is one external sales person who is responsible to
recruit  and train the  insurance  agents or  representatives  of the  financial
institutions  and  dealerships  in the M.B.A.  product  line.  In addition,  the
Company has assigned four  individuals  to handle  customer  inquiries that many
times  result in direct  sales.  The  remainder  of the staff is assigned to the
management and support departments including:  claims adjudication,  data entry,
information systems, finance and administration.

The Company is not a party to a collective bargaining agreement.


Item 2. Properties

The Company's  executive  offices are located in leased  premises at 9419 E. San
Salvador Drive, Suite 105, Scottsdale, Arizona. The Company leases approximately
19,750  square feet from  Cactus  Family  Investments,  LLC, a firm in which the
Company's Chief Executive Officer and Vice President are principals. The current
lease has an original five-year term that expired December 31, 2003. The Company
has entered into a lease extension  agreement that provides for a month-to-month
rental pending  renegotiation.  The original lease provided for annual base rent
payments ranging from $212,000 to $276,000. The lease extension requires monthly
payments  equal  to that  required  in the  last  month  of the  original  lease
(Approximately  $25,000  per  month).  (See Item 14  Certain  Relationships  and
Related Transactions).


Item 3. Legal Proceedings

The Company is subject to claims and lawsuits that arise in the ordinary  course
of business,  consisting  principally of alleged errors and omissions  connected
with the sale of  insurance,  with  personnel  matters  and with  disputes  over
outstanding accounts. The Company is currently involved in a dispute with one of
its associated insurance companies over alleged wrongdoing, an alleged breach of
its Administrative Agreement and over reimbursement for claims and cancellations
expenditures. The Company maintains a reserve for claims arising in the ordinary
course of business and believes  that this  reserve is  sufficient  to cover the
costs  of  such  claims.  Based  on  the  information  presently  available  and
considering the Company's Executive and Officers' Liability coverage, management
does not believe  the  settlement  of any such  claims or  lawsuits  will have a
material adverse effect on the financial position, results of operations or cash
flows of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

On March 16,  2004,  the holders of a majority of the  outstanding  common stock
shares of M.B.A.  Holdings,  Inc.,  waived the required  notice of a shareholder
meeting and consent to the adoption of the following Board Minutes:

RESOLVED,  the Corporation shall amend its Articles of Incorporation to increase
its authorized Common Stock shares to Eight Hundred Million (800,000,000) change
the par value of each Common  Stock  share to no par value  shares with a stated
value $0.0001 per share.  and increase its authorized  Preferred Stock shares to
One  Hundred  Million  (100,000,000)  shares  and  change  the par value of each
Preferred  Stock share to no par value  shares with a stated  value  $0.0001 per
share. (the "Stock Increase").


                                       5
<PAGE>

FURTHER RESOLVED,  the following paragraph shall be added as the second and last
paragraph of Article III of the  Corporation's  Articles of  Incorporation  (the
"Preferred Stock Addition"):

The Board of Directors  shall have the authority to divide the  Preferred  Stock
shares  into series and to fix by  resolution  the voting  powers,  designation,
preference  and  relative  participating  option  or other  special  rights  and
qualifications.

FURTHER RESOLVED,  the Corporation shall receive approval for the Stock Increase
and the  Preferred  Stock  Addition from  shareholders  owning a majority of its
outstanding common stock shares by means of written consent.

On June 10,  2004,  the holders of a majority of the  outstanding  common  stock
shares of M.B.A.  Holdings,  Inc.,  waived the required  notice of a shareholder
meeting and consent to the adoption of the following Board Minutes:

RESOLVED,  that the  Corporation's  action to adopt the Amended  Employee  Stock
Incentive  Plan For the Year 2004 and the  Amended  Non-employee  Directors  and
Consultants Stock Plan for the Year 2004 be and hereby are approved.

On July 12,  2004,  the holders of a majority of the  outstanding  common  stock
shares of M.B.A.  Holdings,  Inc.,  waived the required  notice of a shareholder
meeting and consent to the adoption of the following Board Minutes:

RESOLVED,  that the  Corporation's  action to adopt the Employee Stock Incentive
Plan For the Year 2004-B and the  Non-employee  Directors and Consultants  Stock
Plan for the Year 2004-B be and hereby are approved.


Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The  Company's  Common  Stock has been  reported  in NASDAQ,  and  currently  is
reported on NASDAQ's OTC: BB under the trading symbol "MBAH".  As of October 31,
2004, there were 120,450,492  common shares issued and 120,134,492  outstanding.
On that date, the closing bid price for the Company's  common stock, as reported
by NASDAQ was  $0.1079.  The  following  is a summary of the price  range of the
Company's common stock during its 2003 and 2002 fiscal years:


         Common Stock               Bid
------------------------------------------------
                              High       Low
------------------------------------------------
Quarter of Fiscal 2004
First                         0.158     0.149
Second                        0.277     0.040
Third                         0.086     0.005
Fourth                        0.117     0.003

Quarter of Fiscal 2003
First                         0.105     0.100
Second                        0.200     0.101
Third                         0.158     0.149
Fourth                        0.158     0.149


The Company has never paid cash dividends on any shares of its common stock, and
the  Company's  Board of  Directors  intends  to  continue  this  policy for the
foreseeable  future.  Earnings,  if any, will be used to finance the development
and expansion of the Company's business. Future dividend policy will depend upon
the Company's  earnings,  capital  requirements,  financial  condition and other
factors considered relevant by the Company's Board of Directors.


                                       6
<PAGE>
<TABLE>
<CAPTION>
                                             Equity Compensation Plan Information

                                                                                         Number of securities
                                                                                          remaining available
                                 Number of Securities                                     for future issuance
                                   to be issued upon           Weighted-average              under equity
                                      exercise of              exercise price of          compensation plans
                                  outstanding options         outstanding options        (excluding securities
        Plan Category             warrants and rights         warrants and rights      reflected in column (a))
-------------------------------------------------------------------------------------------------------------------
                                          (a)                         (b)                          (C)
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                          <C>
Equity compensation
   plans approved by
   security holders                      None                        None                     54,375,000

Equity compensation
   plans not approved by
   security holders                      None                        None                        None
</TABLE>



During the fiscal year ended 2004, the Company issued 96,625,000  registered and
3,000,000 unregistered common shares.


Item 6. Selected Financial Data
<TABLE>
<CAPTION>

Fiscal Year ended October 31,                          2004          2003          2002           2001           2000
<S>                                                <C>            <C>           <C>           <C>             <C>
Net revenues                                       $ 5,743,547    $ 5,628,408   $ 5,935,478   $ 16,468,434    $ 8,323,876
Net (loss) income                                   (1,209,455)    (1,785,460)     (847,797)      (212,546)       177,149
Net (loss) income per common share (basic)                (.02)          (.08)         (.04)          (.01)           .01
Total assets                                         8,650,262      9,747,162    11,212,975      9,423,030     16,647,549
Long-term obligations                                    3,116          8,301            --          8,077         18,840
Cash dividends declared per common share                    --             --            --             --             --
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The  following  discussion  should  be read in  conjunction  with the  financial
statements and footnotes that appear elsewhere in this report.

This discussion and analysis  provides  information that management  believes is
relevant  to an  assessment  and  understanding  of  the  Company's  results  of
operations  and  financial  condition.  The selected  financial  information  is
derived from the Company's historical financial statements and should be read in
conjunction with such financial statements and notes thereto set forth elsewhere
herein and the "Forward-Looking Statements" explanation included herein.


                                       7
<PAGE>

CRITICAL ACCOUNTING POLICIES

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations,  set forth below,  discusses our consolidated  financial  statements
that have been  prepared in  accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  us to make  estimates  and  assumptions  that  affect  the
reported  amount  of  assets  and  liabilities  at the  date  of  the  financial
statements, the disclosure of contingent assets and liabilities at that date and
the reported amounts of revenues and expenses during the reporting period. On an
on-going basis, we evaluate our estimates and judgments, including those related
to  revenue  recognition,  valuation  allowances  for  deferred  tax  assets and
accounts  receivable.  In addition,  we consider the potential impairment of our
long-lived assets. We base our estimates and judgments on historical  experience
and on various  other  factors  that are  believed  to be  reasonable  under the
circumstances.  The result of these  estimates and judgments  form the basis for
making  conclusions  about the carrying value of assets and liabilities that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

A critical  accounting policy is one which is both important to the portrayal of
the Company's financial condition and results and one that requires management's
most difficult,  subjective or complex judgments,  often as a result of the need
to make  estimates  about the effect of matters that are  inherently  uncertain.
Management  believes the following critical  accounting policies affect its more
significant  judgments  and  estimates in the  preparation  of its  consolidated
financial statements.

            Revenue and Direct Cost  Recognition  - Net  revenues  includes  the
            commissions   earned   on   sales  of  MBI,   fees   for   providing
            administrative  claims services related to the MBI sold and revenues
            related to the sales and servicing of VSC.

            The Company  receives a commission from the sale of each MBI policy.
            That  commission  is payment for  marketing  the policy and, in some
            instances,  for providing  administrative,  claims and  cancellation
            services.  The Company has elected early adoption of Emerging Issues
            Task Force Issue No.  00-21,  "Revenue  Arrangements  with  Multiple
            Deliverables".  It will  recognize the revenue  earned from each MBI
            policy on which it is  obligated to provide  administrative,  claims
            and cancellation  services on a straight-line basis over the term of
            that policy.

            Customers generally have the right to cancel their policy or vehicle
            service  contract at any time. When a customer cancels the policy or
            contract,  the unused  portion of the policy or contract  premium is
            returned to the customer after deduction of a cancellation  fee. The
            Company, the insurance companies, and the sub-agents (if applicable)
            repay  their  unearned  balance on the policy to the  customer.  The
            cancellation fee is retained entirely by the Company.  When a policy
            is  cancelled,  the  Company  records the  Company's  portion of the
            cancellation  repayment (net of any  cancellation fee received) as a
            reduction or increase (as applicable) in total revenues.

            VSCs are  contracts  between  the  Company  and the  purchaser.  The
            Company  insures its  obligations  by obtaining an insurance  policy
            that  guarantees the Company's  obligations  under the contract.  In
            accordance  with  Financial  Accounting  Standards  Board  Technical
            Bulletin 90-1 Accounting for Separately Priced Extended Warranty and
            Product  Maintenance  Contracts,  revenues and costs associated with
            the sales of these  contracts are deferred and  recognized in income
            on a straight-line basis over the estimated life of the contracts.

            Deferred  Income Taxes - Deferred  income tax is recorded based upon
            differences  between the financial statement and tax basis of assets
            and  liabilities  using income tax rates  currently  in effect.  The
            decline in the  number of  contracts  sold and the  losses  that the
            Company has  experienced  in both the  current  year and prior years
            have placed  serious doubt on the  Company's  ability to realize the
            value of the  deferred  income  tax  assets  that were  recorded  in
            earlier years.  Accordingly,  a valuation allowance equal to 100% of
            the value of the deferred income tax asset has been provided.

            The  Company  will  continue  to evaluate  its  critical  accounting
            policies and adjust them as circumstances dictate.


                                       8
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEAR 2004 AND FISCAL YEAR 2003

NET REVENUES

Net revenues for the year ended October 31, 2004 totaled $5,744,000,  a decrease
of $116,000 from the year ended October 31, 2003 net revenues of $5,628,000. The
decrease in net  revenues is the result of the loss of a single  major  customer
and of  increased  competition  for  vehicle  sales  and  loans  by the  vehicle
manufacturers  including zero interest rate loans and expanded  initial warranty
programs.  As discusses above,  during Fiscal 2003, the Company elected to adopt
EITF 00-21,  "Revenue  Arrangements with Multiple  Deliverables".  The effect of
this  action  is to  defer  all  MBI  related  revenue  for  policies  providing
administrative, claims and cancellation services over the life of the underlying
policy.  This policy adoption has resulted in less MBI revenue being  recognized
in the current year.  The Company is  attempting to reverse this downward  trend
with its VPN system,  with  increased  marketing  contacts  with other  Internet
vendors  and  with  its  expansion  into  the  motorcycle   market  through  its
subsidiary, National Motorcycle Dealers Association, LLC..

OPERATING EXPENSES

Operating expenses  decreased  increased $30,000 to $6,945,000 in the year ended
October  31,  2004  compared  to the similar  period  ended  October  31,  2003.
Excluding VSC direct acquisition costs,  operating expenses increased  $203,000.
The decrease in Direct  Acquisition costs is primarily the result of the loss of
a single  customer who provided  significant  business at very low margins.  The
increase in all other operating costs occurred in Salaries and employee benefits
and Professional fees as a result of the issuance and exercise of stock options.
Other operating  expenses also contributed to the increase as the Company worked
to develop the various  programs  and  materials  that are  included  within the
mantel of the NMDA.  The Company  recognized  a portion of the costs  associated
with the acquisition of First Eagle Group, LLC ("First Eagle) as an expense. The
Company  acquired  First Eagle with the express  intention  of working  with the
owning group to expand and  revitalize  the  Company's  marketing  capabilities.
During the ensuing six  months,  it became  apparent  that  strategic  conflicts
existed that would prevent the  successful  implementation  of the project.  The
project,  now known as NMDA, is now moving forward at an accelerating  rate. The
increase in all other operating cost occurred primarily in Salaries and employee
benefits  and  Professional  fees as the  Company  worked to develop the various
programs  and  materials  that are  included  within the mantel of the  National
Motorcycle Dealers Association, LLC. In addition,  compensation expense was also
incurred in 2004 from the issuance and exercise of stock options under the terms
of the M.B.A. Holdings, Inc. Employee Stock Incentive Plan for the Year 2004 and
the M.B.A. Holdings, Inc. Employee Stock Incentive Plan for the Year 2004-B.

Licenses and fees  increased  $40,000 in 2004 over the $21,000  expended in 2003
and Telephone  expense  decreased $77,000 from the $147,000 expended in 2003, as
the Company was able to settle two disputes arising over software  licensing and
negotiated long distance billing rates. In both instances,  the Company was able
to achieve reasonable settlement terms to resolve the dispute.

OTHER INCOME (EXPENSE)

Net other income decreased $81,000 to $144, as a result of the Company incurring
interest expense on the line of credit  borrowings and because the Company is no
longer  eligible  to  receive  further  contractual  overrides  from  one of its
insurance companies.

INCOME TAXES

Provisions  for income  taxes in the period  ended  October 31, 2004 reflect the
fact that the  Company is no longer  able to carry back  current  year losses to
recover  federal income taxes paid in previous  years.  The period ended October
31, 2002  included  provisions  for such loss carry back.  The Company  received
$431,000  during  the  prior  year  from the  carry  back of those  losses.  The
differences  in the  effective  tax rates in fiscal 2004 compared to fiscal 2003
and 2002 is the result of changes in the deferrals, an increase in the valuation
allowance  to 100% and the  receipt  of the  federal  income tax loss carry back
refund.

SIGNIFICANT EVENTS

The  Company  has been a  principal  agent in forming  the  National  Motorcycle
Dealers Association, LLC (NMDA) and has been appointed to provide management and
administration  of the Association.  NMDA will provide products and services for
the Association  members including  Extended  Motorcycle  Warranties for New and
Used  Motorcycles,  ATV's and Trailers,  New  Motorcycle  Manufacture's  Factory
Warranties,   Gap  Coverage,   Motorcycle   Leasinging   and  Financing,  Credit
Life/Accident Health Insurance, Family


                                       9
<PAGE>

Hospitalization  Insurance for Dealerships and their Families,  Rental Insurance
for Dealer  Motorcycle  Rental Programs and Software,  Garage keepers  Insurance
Program,  Liability and Collision  Insurance  for  Motorcycle  and Autos for the
dealer and their customers,  an Association Credit Card,  Dealership Credit Card
Processing,  401(k) Retirement Programs,  Roadside Assistance Programs, Tire and
Wheel  Protection,  Business Forms,  Communication  Services and a Prepaid Legal
Program.  Membership  will be required to  participate in these programs and the
Company  will  be  compensated   through   management  fees  and  product  sales
commissions.   The  NMDA's  aggregation  of  many  programs  represents  a  rare
opportunity for the Company and its partners to achieve business synergies and a
market edge not previously available to them.

In October, 2004, NMDA entered into an agreement with Wildside Motorcycles, Inc.
(Wildside)  whereby  NMDA  exchanged a 20%  membership  interest for a 20% stock
ownership of Wildside's  common stock. The parties have agreed to jointly market
the software  package that Wildside has developed for  accounting for motorcycle
rentals that enables individual motorcycle dealers to establish, account for and
invoice  their  rental  operations.  The Company will use equity  accounting  to
record the results of this investment.

In December  2004,  the Company  acquired a 50% interest in Blue Sky  Motorcycle
Rentals,  Inc. (Blue Sky) that operates a motorcycle rental business in Colorado
and has sold its business  model to similar  operations in Arizona,  California,
New  Mexico,  Nevada  and  Florida.  Its  business  plan  envisions  significant
expansion into other vacation  markets as well as motorcycle  exchange  programs
among the  participants  to maximize  the usage of the rental  motorcycles.  The
Company will use equity accounting to record the results of this investment.

PENDING ACCOUNTING STANDARDS

In December  2004,  the FASB  published  FASB  Statement  No.  123,  Share-Based
Payment,  ("FAS 123") which will provide  investors and other users of financial
statements  with more complete and neutral  financial  information  by requiring
that the  compensation  cost relating to  share-based  payment  transactions  be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability  instruments issued. The Company is required to
apply FAS 123 at October 31, 2005.

In December  2004, the FASB issued  Statement No. 153,  Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions  ("FAS  153").  The  amendments  made by FAS 153 are  based  on the
principle that  exchanges of nonmonetary  assets should be measured based on the
fair value of the assets  exchanged.  The  Company  has adopted FAS 153 in these
statements.

In January 2003, the FASB issued FIN No. 46,  Consolidation of Variable Interest
Entities ("FIN 46") which is an interpretation  of Accounting  Research Bulletin
No. 51, Consolidated  Financial Statements . FIN 46 requires a variable interest
entity  ("VIE") to be  consolidated  by a company that is  considered  to be the
primary  beneficiary  of that VIE. In December  2003, the FASB issued FIN No. 46
(revised  December  2003),  Consolidation  of Variable  Interest  Entities ("FIN
46-R") to address certain FIN 46 implementation issues. The Company is currently
evaluating   the   application  of  FIN  46  as  it  relates  to  the  potential
consolidation of Cactus Family Investments, LLC, an entity owned by the majority
shareholders of the Company.

COMPARISON OF FISCAL YEAR 2003 AND FISCAL YEAR 2002

NET REVENUES

Net revenues for the year ended October 31, 2003 totaled $5,628,000,  a decrease
of $307,000 from the year ended October 31, 2002 net revenues of $5,935,000. The
decrease in net  revenues  is the result of  increased  competition  for vehicle
sales and loans by the vehicle manufacturers  including zero interest rate loans
and expanded initial warranty programs.  As discusses above, during Fiscal 2003,
the Company  elected to adopt EITF 00-21,  "Revenue  Arrangements  with Multiple
Deliverables".  The effect of this  action is to defer all MBI  related  revenue
over the life of the  underlying  policy.  This policy  adoption has resulted in
less MBI revenue being recognized in the current year. The Company is attempting
to reverse this downward trend with its VPN system and with increased  marketing
contacts with other Internet vendors.

In 2001 two underwriters  transferred the  responsibility for the administration
of their  contracts  and  policies to an  unrelated  third party  relieving  the
Company  of  the  majority  of  its  continuing  responsibilities.  The  Company


                                       10
<PAGE>

continues to perform certain  administrative  duties relating to the calculation
and administration of policy and contract  cancellation for these  underwriters.
Approximately  $11,000 of net  deferred  income  remains at October  31, 2003 to
offset  costs  to be  incurred  in  administrating  the  cancellations  of these
policies.

OPERATING EXPENSES

Operating  expenses  decreased  $409,000 to $6,915,000 in the year ended October
31, 2003 compared to the similar  period ended  October 31, 2002.  Excluding VSC
direct acquisition  costs,  operating expenses declined $249,000 and were 33% of
net revenues in 2003 compared to 36% in 2002 as the Company  continued to reduce
expenses where ever possible.  These efforts  resulted in total  personnel costs
being  reduced  $151,000  from the  prior  year.  The  expense  reductions  were
accomplished through task combinations and staffing reductions.

OTHER INCOME (EXPENSE)

Other income increased  $31,000 to $64,000  primarily as a result of the Company
collecting a contractual override from one of its insurance companies.  Interest
income declined $7,000 from $14,000 in fiscal 2002 to $7,000 in fiscal 2003 as a
result of the nation-wide  decline in interest rates and to the decline in funds
available for investment.  There were $3,000 of realized gains on investments in
2003. There were no realized gains in 2002.

INCOME TAXES

Provisions  for income  taxes in the period  ended  October 31, 2003 reflect the
fact that the  Company is no longer  able to carry back  current  year losses to
recover  federal income taxes paid in previous  years.  The period ended October
31, 2002  included  provisions  for such loss carry back.  The Company  received
$431,000  during the year from the carry back of those  prior year  losses.  The
differences in the effective tax rates in fiscal 2003 compared to fiscal 2002 is
the result of changes in the deferrals,  an increase in the valuation  allowance
to 100% and the receipt of the federal income tax loss carry back refund.

LIQUIDITY AND CAPITAL RESOURCES

The Company incurred  significant  losses during the current fiscal year and has
experienced additional losses in prior years. A related party has advanced funds
on demand notes and through the deferral of rent  payments (See Note 4) in order
to overcome working capital  deficiencies in the past.  During 2004, the Company
granted the related party, Cactus Family  Investments,  LLC, a security interest
in all  of its  unencumbered  assets.  There  is no  assurance  that  additional
advances will be made if  additional  working  capital is required.  The lack of
continuing   working   capital   infusions   could  affect  future   operations.
Accordingly,  the accompanying  financial statements have been prepared assuming
the Company will continue as a going concern. The Company has incurred a loss in
November  and  December  2004 and  January  2005.  The  Company is  aggressively
pursuing the  development of NMDA and of other warranty  products in its ongoing
efforts to stem the losses.

Working  capital at October 31, 2004  consisted of current  assets of $4,277,000
and current liabilities of $5,017,000, or a current ratio of 0.85: 1. At October
31, 2003,  the current ratio was 0.75:1 with current  assets of  $4,825,000  and
current liabilities of $6,412,000.

As of October 31,  2004,  the  Company's  cash  position  increased  slightly to
$802,000  from  $739,000  at  October  31,  2003.  Of this  amount,  $19,000  is
classified  as  restricted  cash in 2004  and  $291,000  in  2003.  The  largest
component of the restricted cash represented claims payment advances provided by
insurance  companies.  These advances enable the Company to make claims payments
on behalf of the insurance companies. The decrease in restricted cash in 2004 is
due to the return of $350,000 advanced by American Bankers Insurance Company. In
addition,  the continuing decline in sales volume has resulted in lower premiums
being held on deposit pending  payment to the insurance  companies and therefore
lower cash balances.

Deferred  direct costs,  including  both the current and  non-current  portions,
decreased  $1,175,000  to  $7,360,000  at October  31, 2004 from  $8,535,000  at
October 31, 2003.  Direct costs are costs that are directly  related to the sale
of VSCs.  These costs are  deferred in the same manner as are VSC  revenue.  The
decrease is the result of a continuation of lower than normal sales levels.


                                       11
<PAGE>

The Company collects funds throughout the year and remits a portion of the funds
to the  insurance  companies.  As of October  31,  2004,  the amount owed to the
insurance  companies  decreased by $405,000 to $331,000 from $736,000 at October
31,  2003.  The  change  is  due to  the  timing  of  payments  remitted  to and
reimbursements  received from the insurance  companies as well as the continuing
decline in the numbers of contracts sold .

Deferred  revenues,   including  both  the  current  and  non-current  portions,
decreased  $1,379,000  to  $8,501,000  at October  31, 2004 from  $9,880,000  at
October 31, 2003.  Deferred  revenue  consists of VSC gross sales and  estimated
administrative  service fees relating to the sales of MBI policies. The decrease
is due to the continuing decline in sales volume in 2004.

Table of Contractual Obligations

                                     Payments Due By Period
                                     ----------------------
                                       Less than   1-3       3-5      More than
Contractual obligations         Total    1 year    years     years    5 years
                                -----    ------    -----     -----    -------

Capital Lease Obligations     $11,213    $8,203    $3,010    $  --     $   --
                              =======    ======    ======    ======    ======

The Company was  operating  with a working  capital  line of credit from Merrill
Lynch that expired November 30, 2003. The Company has repayed this  indebtedness
in February 2004. The Company also received  advances from related  parties that
are  secured  by a a pledge of the  unencumbered  assets of the  Company.  As of
October 31, 2004, the related party indebtedness  decreased $100,000 to $416,000
from  $516,000 at October 31, 2003.  The Company uses  premiums  received to pay
agent commissions,  to fund operations and to supplement claims payment advances
provided by  insurance  companies  to  administer  and pay  claims.  The Company
believes its future operations may require advances from outside sources.  There
is no assurance that such advances will be made.


This Annual Report on Form 10-K contains certain forward-looking  statements and
information  which we  believe  are within  the  meaning  of Section  27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended.  The forward looking statements contained herein can be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects," "may," "will," "should," or "anticipates," or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy that involve risks and uncertainties. The Company wishes to caution the
reader that these forward-looking  statements that are not historical facts, are
only predictions.  No assurances can be given that the future results indicated,
whether expressed or implied,  will be achieved.  While sometimes presented with
numerical  specificity,  these projections and other forward-looking  statements
are based upon a variety of assumptions relating to the business of the Company,
which,  although  considered  reasonable  by the  Company,  may not be realized.
Because  of the  number  and  range  of  assumptions  underlying  the  Company's
projections  and  forward-looking  statements,  many of  which  are  subject  to
significant  uncertainties  and  contingencies  that are beyond  the  reasonable
control of the Company, some of the assumptions inevitably will not materialize,
and  unanticipated  events and circumstances may occur subsequent to the date of
this  report.  Examples  of  uncertainties  that could  cause  such  differences
include,  but are not  limited  to, the  ability of the  Company to attract  and
retain key personnel, the ability of the Company to secure additional capital to
finance its business  plan,  and  competition  from other  companies in the same
industry. These forward-looking statements are based on current expectations and
the Company  assumes no obligation to update this  information.  Therefore,  the
actual  experience  of the Company and the  results  achieved  during the period
covered by any particular  projections or forward-looking  statements may differ
substantially from those projected.  Consequently,  the inclusion of projections
and other forward-looking  statements should not be regarded as a representation
by the Company or any other person that these estimates and projections  will be
realized, and actual results may vary materially. There can be no assurance that
any of these  expectations  will be realized or that any of the  forward-looking
statements contained herein will prove to be accurate.


Item 7A.  Qualitative Information about Market Risk

Since the Company does not underwrite its own policies,  a change in the current
rate of inflation is not expected to have a material effect on the Company.  The
precise effect of inflation on operations however cannot be determined.

The Company does not have any long-term  receivables and its line of credit debt
is fully repaid. Therefore, it is not subject to significant interest rate risk.

The Company has a net loss of $1,209,000 for the twelve months ended October 31,
2004. This net loss is due to the Company having a substantial decline in market
share  from  increased   competition.   The  future  effect  of  this  increased
competition may have an adverse effect on future earnings.


                                       12
<PAGE>

Item 8. Financial Statements and Supplementary Data

FINANCIAL STATEMENTS

Index to Consolidated Financial Statements for the years ended October 31, 2004,
2003, and 2002:

Report of Independent Certified Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Stockholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements


                                       13
<PAGE>

REPORT of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
M.B.A. Holdings, Inc.
Scottsdale, Arizona

We have audited the accompanying consolidated balance sheets of M.B.A. Holdings,
Inc. and  subsidiaries  (the  "Company") as of October 31, 2004 and 2003 and the
related   consolidated   statements  of  operations  and   comprehensive   loss,
stockholders'  (deficit) equity,  and cash flows for the years ended October 31,
2004, 2003 and 2002. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Companies
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
October 31, 2004 and 2003, and the results of its operations, comprehensive loss
and  changes  in  shareholder  deficit  and its cash  flows for the years  ended
October  31,  2004,  2003  and 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company has incurred significant losses
from  operations,  anticipates  additional  losses  in the  next  year  and  has
insufficient  working capital as of October 31, 2004 to fund such losses.  These
conditions raise  substantial doubt as to the ability of the Company to continue
as a going concern.  These consolidated  financial statements do not include any
adjustments that might result from such uncertainty.



/s/  Semple & Cooper, LLP
-------------------------------------
Phoenix, Arizona
January  21, 2005


                                       14
<PAGE>


M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

ASSETS                                                             2004          2003

<S>                                                            <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents                                    $   782,848   $   448,240
  Restricted cash                                                   18,578       291,437
  Investments                                                           --       117,203
  Accounts receivable, net of allowance for doubtful accounts
      of $0 (2004 and 2003)                                        377,739       232,184
  Prepaid expenses and other current assets                          1,706         5,248
  Deferred direct costs                                          3,096,094     3,730,410
                                                               -----------   -----------
           Total current assets                                  4,276,965     4,824,722
                                                               -----------   -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                               330,605       309,128
  Office equipment and furniture                                   140,259       140,259
  Vehicle                                                           15,000        15,000
  Leasehold improvements                                            80,182        80,182
                                                               -----------   -----------
           Total property and equipment                            566,046       544,569
  Accumulated depreciation and amortization                       (456,650)     (426,661)
                                                               -----------   -----------
           Property and equipment - net                            109,396       117,908

DEFERRED DIRECT COSTS                                            4,263,901     4,804,532
                                                               -----------   -----------

TOTAL ASSETS                                                   $ 8,650,262   $ 9,747,162
                                                               ===========   ===========
</TABLE>

See notes to consolidated financial statements.


                                       15
<PAGE>

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2004 AND 2003
--------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT                                                           2004              2003

<S>                                                                                         <C>               <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                                               $   330,651       $  736,442
  Accounts payable and accrued expenses                                                         656,927          622,756
  Line of credit borrowings                                                                           -          196,897
  Accounts and note payable - officer                                                           416,566          516,309
  Capital lease obligations                                                                       7,059            7,882
  Deferred revenues                                                                           3,606,028        4,332,133
                                                                                            -----------       ----------
           Total current liabilities                                                          5,017,231        6,412,419
Capital lease obligation - net of current portion                                                 3,116            8,301
Deferred rent                                                                                         -            4,809
Deferred income taxes                                                                            12,802            4,666
Deferred revenues - net of current portion                                                    4,895,266        5,548,214
                                                                                            -----------       ----------
           Total liabilities                                                                  9,928,415       11,978,409
                                                                                            -----------       ----------
COMMITMENTS AND CONTINGENCIES                                                                        --               --
STOCKHOLDERS' DEFICIT:
  Preferred  stock,  no  par  value;  $.0001  stated  value  100,000,000  shares
   authorized  in 2004  and  $.001  par  value  20,000,000  authorized  in 2003;
   2,000,000 Class A convertible preferred issued and outstanding
    in 2004, none issued and outstanding in 2003                                                    200               --
  Common stock, no par value, $.0001 stated value, 800,000,000 shares
    authorized (post split),  120,450,492 shares issued (post split) in 2004 and
    21,825,492 (post split) in 2003, 120,134,492 shares (post split)
    outstanding in 2004 and 21,509,492 (post split) in 2003                                      12,045            2,062
  Additional paid-in-capital                                                                  2,433,286          280,801
  Accumulated other comprehensive income                                                             --              119
  Accumulated deficit                                                                        (3,668,184)      (2,458,729)
  Less: 316,000 (post split) shares of common stock in treasury,
   at cost                                                                                      (55,500)         (55,500)
                                                                                            -----------      -----------
                                                                                             (1,278,153)      (2,231,247)
        Total stockholders' deficit
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 $ 8,650,262      $ 9,747,162
                                                                                            ===========      ===========
</TABLE>


See notes to consolidated financial statements.


                                       16
<PAGE>


M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
------------------------------------------------------------------------------------------------------------

                                                              2004               2003              2002

<S>                                                       <C>                <C>                <C>
NET REVENUES:
  Vehicle service contract gross income                   $  5,384,993       $  5,328,915       $  5,406,387
  Net mechanical breakdown insurance income                    358,554            299,493            529,091
                                                          ------------       ------------       ------------
Total net revenues                                           5,743,547          5,628,408          5,935,478
                                                          ------------       ------------       ------------

OPERATING EXPENSES:
  Direct acquisition costs of vehicle
   service contracts                                         4,856,281          5,029,185          5,189,412
  Salaries and employee benefits                             1,259,624          1,036,242          1,187,139
  Mailings and postage                                          14,683             17,932            101,287
  Related party rent expense                                   291,755            311,912            251,625
  Lease expense                                                  9,574             13,842             20,636
  Professional fees                                            171,099            132,232            160,379
  Telephone                                                     69,946            147,346             89,907
  Depreciation and amortization                                 29,989             59,996             79,866
  Merchant and bank charges                                     12,891              6,475              8,853
  Insurance                                                     14,947             21,587             32,613
  Supplies                                                       9,143             11,990             13,884
  License and fees                                              60,941             21,493             26,717
  Other operating expenses                                     144,164            104,578            162,080
                                                          ------------       ------------       ------------
           Total operating expenses                          6,945,037          6,914,810          7,324,398
                                                          ------------       ------------       ------------
OPERATING LOSS                                              (1,201,490)        (1,286,402)        (1,388,920)
                                                          ------------       ------------       ------------
OTHER INCOME (EXPENSE):
  Finance fee income                                            15,519             21,476             26,210
  Interest income                                                4,962              7,414             13,870
  Interest expense                                             (46,128)           (13,924)            (8,121)
  Other income (expense)                                        22,427             63,906             33,333
  Realized gains on investments                                  3,364              2,914                 --
                                                          ------------       ------------       ------------
        Other income (expense) - net                               144             81,786             65,292
                                                          ------------       ------------       ------------
LOSS BEFORE INCOME TAXES                                    (1,201,346)        (1,204,616)        (1,323,628)
INCOME TAXES (Note 6)                                            8,109            580,844           (475,831)
                                                          ------------       ------------       ------------
NET LOSS                                                  $ (1,209,455)      $ (1,785,460)      $   (847,797)
                                                          ============       ============       ============

BASIC AND DILUTED NET LOSS PER SHARE                      $      (0.02)      $      (0.08)      $      (0.04)
                                                          ============       ============       ============
AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                           69,133,252         21,034,152         21,009,492
                                                          ============       ============       ============
Net loss                                                  $ (1,209,455)      $ (1,785,460)      $   (847,797)
Comprehensive loss
  Net unrealized gain (loss) on
   available-for-sale securities                                    --              5,537             (2,269)
                                                          ------------       ------------       ------------
Comprehensive loss                                        $ (1,209,455)      $ (1,779,923)      $   (850,066)
                                                          ============       ============       ============
</TABLE>

See notes to consolidated financial statements.


                                       17
<PAGE>

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
------------------------------------------------------------------------------------------------------------------------------------

                                                                                            Accumulated
                                      Preferred Stock         Common Stock     Additional      Other          Retained
                                     ----------------    ------------------     Paid        Comprehensive     Earnings    Treasury
                                     Shares    Amount    Shares     Amount    In-Capital       Income        (Deficit)      Stock
                                     ------    ------    ------     ------    ----------       ------        ---------      -----
<S>                                <C>         <C>       <C>        <C>       <C>             <C>            <C>             <C>
BALANCE, NOVEMBER 1, 2001                               21,325,492    2,012      200,851       (3,149)         174,528      (55,500)

  Unrealized loss on available-
   for-sale securities                                                                         (2,269)
  Net loss                                                                                                    (847,797)
                                    ----------   ----    ---------   ------    ---------       ------        ---------       ------
BALANCE, OCTOBER 31, 2002                               21,325,492    2,012      200,851       (5,418)        (673,269)     (55,500)
  Unrealized gain on available-
   for-sale securities                                                                          5,537
  Issuance of common shares                                500,000       50       79,950
  Net loss                                                                                                  (1,785,460)
                                    ----------   ----    ---------   ------    ---------       ------        ---------       ------
BALANCE, OCTOBER 31, 2003                               21,825,492    2,062      280,801          119       (2,458,729)     (55,500)

  Realization of gain on available-
   for-sale securities                                                                           (119)
  Issuance of common shares                             98,625,000    9,983    1,952,685
  Issuance of preferred shares       2,000,000    200                            199,800
  Net loss                                  --     --           --       --           --           --       (1,209,455)          --
                                    ----------   ----  -----------   ------    ---------       ------        ---------       ------
BALANCE OCTOBER 31, 2004             2,000,000    200  120,450,492   12,045    2,433,286           --      $(3,668,184)    $(55,500)
                                    ==========   ====  ===========   ======    =========       ======        =========       ======
</TABLE>

See notes to consolidated financial statements


                                       18
<PAGE>

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        OCTOBER 31,
                                                                                      ----------------------------------------------
                                                                                           2004            2003             2002
<S>                                                                                   <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                            $(1,209,455)     $(1,785,460)     $  (847,797)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                                        29,989           59,996           79,866
      (Gain) loss on sale of equipment                                                         --               --          (22,500)
      Related party rent expense accrued but not paid                                          --          311,912               --
      Issuance of stock for services                                                      243,601               --               --
      Deferred income taxes                                                                 8,136          572,112          (26,737)
      Changes in assets and liabilities:
        Restricted cash                                                                   272,859           (6,471)        (124,564)
        Accounts receivable                                                              (145,555)         (49,884)         (35,990)
        Prepaid expenses and other current assets                                           3,542            5,181           69,921
        Deferred direct costs                                                           1,174,947          270,882       (2,166,872)
        Income tax receivable                                                                  --          436,778          (41,291)
        Net premiums payable to insurance companies                                      (405,791)         (56,947)         408,276
        Accounts payable and accrued expenses                                              61,599          100,620          143,311
        Accounts and notes payable - related party                                         36,764               --               --
        Other liabilities                                                                      --          (49,572)        (175,838)
        Deferred rent                                                                      (4,809)         (26,255)         (11,192)
        Deferred revenues                                                              (1,379,053)        (242,638)       2,179,649
                                                                                      -----------      -----------      -----------
           Net cash used in operating activities                                       (1,313,226)        (459,746)        (571,758)
                                                                                      -----------      -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                                      (21,477)          (3,833)         (17,593)
  Proceeds from sale of equipment                                                              --               --           22,500
  Purchase of investments                                                                      --           (2,612)            (458)
  Proceeds from sales and maturities of investments                                       117,084           49,988               --
                                                                                      -----------      -----------      -----------
          Net cash provided by investing activities                                        95,607           43,543            4,449
                                                                                      -----------      -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                                                   --          196,897          643,654
  Issuance of common stock                                                              1,719,067
  Repayments of line of credit                                                           (196,897)              --         (643,654)
  Proceeds of note payable - officer                                                       70,000           67,466          106,548
  Repayment of note payable - officer                                                     (33,935)              --               --
  Payments on capital lease obligations                                                    (6,008)         (11,440)         (10,743)
                                                                                      -----------      -----------      -----------
          Net cash provided by (used in) financing activities                           1,552,227          252,923           95,805
                                                                                      -----------      -----------      -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 334,608         (163,280)        (471,504)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                              448,240          611,520        1,083,024
                                                                                      -----------      -----------      -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                                $   782,848      $   448,240      $   611,520
                                                                                      ===========      ===========      ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for interest                                                              $     9,365      $     3,644      $     4,902
                                                                                      ===========      ===========      ===========

  Cash paid for (recovered from) income taxes                                                  --      $  (431,186)     $  (425,396)
                                                                                      ===========      ===========      ===========

NON-CASH TRANSACTIONS:
   Related party notes payable satisfied by issuing preferred shares
       in 2004, common shares and services provided in 2003                           $   200,000      $    80,000      $        --
                                                                                      ===========      ===========      ===========

   Unrealized gains (losses) on available -for-sale securities                                 --      $     5,537      $    (2,269)
                                                                                      ===========      ===========      ===========

     Property and equipment financed with capital lease obligations                   $        --      $    19,401      $        --
                                                                                      ===========      ===========      ===========
     Issuance of stock for services                                                   $   243,601      $        --      $        --
                                                                                      ===========      ===========      ===========
</TABLE>

See notes to consolidated financial statements.


                                       19
<PAGE>

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
--------------------------------------------------------------------------------

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business - M.B.A.  Holdings,  Inc. and subsidiary (the "Company")
are  located  in  Scottsdale,  Arizona  and are  principally  engaged in selling
mechanical  breakdown  insurance  policies  ("MBI")  (as an agent for  insurance
companies),  selling  vehicle  service  contracts  ("VSC") for new  automobiles,
trucks,  Motorcycles,  recreational vehicles, and travel trailers, and providing
claims  administrative  services for MBI and VSC sold.  The Company  operates in
approximately  27 states.  The  consolidated  financial  statements  include the
accounts of M.B.A.  Holdings,  Inc. and its wholly owned subsidiary,  Mechanical
Breakdown Administrators,  Inc. and the National Motorcycle Dealers Association,
LLC.  All  significant   intercompany   balances  and  transactions   have  been
eliminated.

The Company  prepares its financial  statements in  accordance  with  accounting
principles  generally  accepted  in the United  States of  America.  Significant
accounting policies are as follows:

      a.    Cash and Cash Equivalents - The Company  considers all highly liquid
            investments  with  original  maturities of three months or less when
            purchased to be cash equivalents.

      b.    Restricted cash represents  claims payment advances  provided by the
            insurance companies to enable the Company to make claims payments on
            their behalf.

      c.    Investments   that  are   primarily   marketable   debt  and  equity
            securities,  are classified as available-for-sale  and are stated at
            estimated  fair  value  as of  October  31 2003.  There  are no such
            investments  at October 31, 2004.  Fair value is estimated  based on
            quoted market  prices.  Unrealized  gains (losses) are excluded from
            earnings and reported, net of income tax, as a separate component of
            shareholders' equity (deficit).

      d.    Accounts  receivable consist primarily of amounts due from insurance
            companies for reimbursement of previously paid claims. For the years
            ended  October  31,  2004 and  2003,  management  believes  that all
            outstanding  balances  will be  realized.  Accounts  receivable  are
            unsecured and do not include finance charges.

      e.    Property and Equipment - The historical cost of computer  equipment,
            office  equipment and furniture is depreciated  by  accelerated  and
            straight-line methods over their estimated useful lives, which range
            from three to seven years. Leasehold improvements are amortized over
            the shorter of the life of the asset or the related lease term.  The
            costs of maintenance  and repairs are charged to expense in the year
            incurred.

            The Company reviews its long-lived assets for possible impairment in
            accordance  with SFAS No.  144,  Accounting  for the  Impairment  or
            Disposal  of  Long-Lived  Assets,  which  supercedes  SFAS No.  121,
            Accounting  for  the   Impairment  of  Long-Lived   Assets  and  for
            Long-Lived Assets to Be Disposed Of and amends Accounting Principles
            Board  Opinion  No.  30,  Reporting  the  Results  of  Operations  -
            Reporting  the Effects of  Disposal of a Segment of a Business,  and
            Extraordinary,   Unusual  and  Infrequently   Occurring  Events  and
            Transactions.   The  new  rules  apply  to  the  classification  and
            impairment  analysis  conducted  on  long-lived  assets  other  than
            certain intangible assets, resolve existing conflicting treatment on
            the  impairment  of  long-lived  assets and  provide  implementation
            guidance  regarding  impairment  calculations.  SFAS  No.  144  also
            expands the scope to include all  distinguishable  components  of an
            entity that will be eliminated from ongoing operations in a disposal
            transaction.  The Company has concluded that no impairment charge is
            necessary during 2004 and 2003.

      f.    Benefit  Plan  - The  Company  maintains  the  Mechanical  Breakdown
            Administrators 401(k) Profit Sharing Plan covering substantially all
            employees.  Participation  in employer  discretionary  contributions
            commences  on the earliest  plan entry date after an employee  meets
            eligibility  requirements.  Employees may elect to contribute to the
            plan  and the  Company  may  make  discretionary  contributions.  No
            discretionary contributions were made during the years ended October
            31, 2004, 2003 or 2002.

      g.    Net  premiums  payable to  insurance  companies  represent  premiums
            collected  from  the   policyholders  on  behalf  of  the  insurance
            companies.  Amounts  collected  are  periodically  remitted  to  the
            appropriate insurance company.


                                       20
<PAGE>

      h.    Revenue  Recognition - Net revenues includes the commissions  earned
            on sales of MBI, fees for providing  administrative  claims services
            related  to the MBI sold  and  revenues  related  to the  sales  and
            servicing of VSC.

            The Company  receives a commission from the sale of each MBI policy.
            In certain  instances,  that commission is payment for marketing the
            policy and for  providing  administrative  claims  and  cancellation
            services. The Company has elected early adoption on November 1, 2002
            of Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements
            for Multiple  Deliverables".  It will  recognize the revenue  earned
            from each MBI policy on a straight-line  basis over the term of that
            policy.  The net  effect  of this  change in 2004 is a  deferral  of
            revenues of $56,000.

            Customers generally have the right to cancel their policy or vehicle
            service  contract at any time. When a customer cancels the policy or
            contract,  the unused  portion of the policy or contract  premium is
            returned to the customer after deduction of a cancellation  fee. The
            Company, the insurance companies, and the sub-agents (if applicable)
            repay  their  unearned  balance on the policy to the  customer.  The
            cancellation fee is retained entirely by the Company.  When a policy
            is  cancelled,  the  Company  records the  Company's  portion of the
            cancellation  repayment (net of any  cancellation fee received) as a
            reduction or increase (as applicable) in total revenues.

            VSCs are generally  contracts between the Company and the purchaser.
            The Company insures its obligations by obtaining an insurance policy
            that  guarantees the Company's  obligations  under the contract.  In
            accordance  with  Financial  Accounting  Standards  Board  Technical
            Bulletin 90-1 Accounting for Separately Priced Extended Warranty and
            Product  Maintenance  Contracts,  revenues and costs associated with
            the sales of these  contracts are deferred and  recognized in income
            on a straight-line basis over the actual life of the contracts.  The
            Company also sells VSC on behalf of others.  In these instances,  it
            acts  solely as a broker  and  recognizes  income at the time of the
            sale.

            The Company  applies  Emerging  Issues Task Force ("EITF") No. 99-19
            Reporting  Revenue  Gross as a  Principal  versus  Net as an  Agent.
            Accordingly,  revenues from MBI and VSC sold on behalf of others are
            presented  on a net basis as the  Company  acts only as an agent for
            Insurance companies.  Conversely, VSC revenues and related costs are
            presented gross because the Company is contracting directly with the
            policyholders.

      i.    Income Taxes - Provision  for  recoverable  income taxes and related
            income tax receivable in the year ended October 31, 2002 reflect the
            fact that the  Company  carried  back the losses to recover  federal
            income  taxes paid in previous  years.  Arizona law does not provide
            for  the  carry  back  of  losses  and  therefore   provisions   for
            recoverable state income taxes have not been provided.

            Deferred income tax is recorded based upon  differences  between the
            financial  statement and tax basis of assets and  liabilities  using
            income tax rates  currently  in effect.  A  valuation  allowance  is
            recorded  against  deferred  tax assets  when it is likely  that the
            value of a deferred tax asset will not be realized.

      j.    Net  Income  (Loss)  Per  Share - Net  income  (Loss)  per  share is
            calculated in accordance with SFAS No. 128, Earnings Per Share which
            requires dual  presentation  of basic and diluted EPS on the face of
            the  statements  of income  and  requires  a  reconciliation  of the
            numerator  and  denominator  of basic and diluted EPS  calculations.
            Basic income per common  share is computed on the  weighted  average
            number of shares of common  stock  outstanding  during each  period.
            Income  per  common  share  assuming  dilution  is  computed  on the
            weighted  average number of shares of common stock  outstanding plus
            additional  shares  representing the exercise of outstanding  common
            stock options using the treasury stock method. No dilutive effect is
            assumed in loss years. Below is the reconciliation  required by SFAS
            No. 128.

                                       21
<PAGE>

 Number of shares used in computing income (Loss) per share


       Year Ended October 31,                 2004           2003       2002
                                          -----------  -----------  -----------
 Average number of common shares
 outstanding - Basic                       69,133,252   21,034,152   21,009,492
 Dilutive shares from common
 stock options
 calculated using the treasury
 stock method                                      --           --           --
                                          -----------  -----------  -----------
 Average number of common and
 dilutive shares outstanding               69,133,252   21,034,152   21,009,492
                                          ===========  ===========  ===========


The weighted average shares outstanding gives retroactive effect for all periods
presented of the 10 for 1 forward stocksplit authorized in March 2004 and the 1%
stock dividend declarded in November 2004.


      k.    Stock-Based  Compensation  - At October  31,  2003,  the Company had
            options  outstanding that related to stock-based  compensation  from
            prior years.  These options are accounted for under the  recognition
            and measurement  principles of Accounting  Principles  Board Opinion
            No.  25  Accounting  for  stock  issued  to  employees  and  related
            interpretations,  as more  fully  described  in Note  7.  Pro  Forma
            information regarding the impact of stock-based  compensation on net
            income and loss per share is required  by SFAS No.  123,  Accounting
            for  Stock-Based  Compensation  and SFAS  No.  148,  Accounting  for
            Stock-Based  Compensation  - Transition  and  Disclosure.  For years
            ended  October  31,  2004,  2003,  2002,  there  are  no  pro  forma
            adjustments  necessary  to net loss and basic and  diluted  loss per
            share information,  had the Company accounted for its employee stock
            options under the fair recognition provisions of SFAS No. 123.

      l.    Comprehensive  income  consists  of net income  and other  gains and
            losses affecting stockholders' equity that, under generally accepted
            accounting principles are excluded from net income. For the Company,
            such  items  consist  primarily  of  unrealized  gains and losses on
            marketable debt and equity investments.

      m.    Use of  Estimates  - The  preparation  of  financial  statements  in
            conformity  with  accounting  principles  generally  accepted in the
            United States of America  requires  management to make estimates and
            assumptions   that  affect  the  reported   amounts  of  assets  and
            liabilities,  disclosure of contingent assets and liabilities at the
            date  of the  financial  statements  and  the  reported  amounts  of
            revenues and expenses  during the reporting  period.  Actual results
            could differ from those estimates.

      n.    Pending Accounting  Standards - In January 2003, the FASB issued FIN
            No. 46, Consolidation of Variable Interest Entities ("FIN 46") which
            is  an  interpretation  of  Accounting  Research  Bulletin  No.  51,
            Consolidated  Financial  Statements.  FIN  46  requires  a  variable
            interest  entity  ("VIE") to be  consolidated  by a company  that is
            considered  to be the primary  beneficiary  of that VIE. In December
            2003,  the  FASB  issued  FIN  No.  46  (revised   December   2003),
            Consolidation of Variable  Interest Entities ("FIN 46-R") to address
            certain  FIN 46  implementation  issues.  The  Company is  currently
            evaluating the  application of FIN 46 as it relates to Cactus Family
            Investments,  LLC, an entity owned by the majority  shareholders  of
            the Company.

            In  December  2004,  the  FASB  published  FASB  Statement  No.  123
            restated,  Share-Based  Payment,  ("FAS  123R")  which will  provide
            investors and other users of financial statements with more complete
            and neutral financial information by requiring that the compensation
            cost relating to share-based  payment  transactions be recognized in
            financial  statements.  That cost will be measured based on the fair
            value of the equity or liability  instruments issued. The Company is
            required to and will apply FAS 123R at October 31, 2005.

            As of December 2004, the FASB issued Statement No. 153, Exchanges of
            Nonmonetary  Assets,  an amendment of APB Opinion No. 29, Accounting
            for Nonmonetary Transactions ("FAS 153"). The amendments made by FAS

                                       22
<PAGE>

            153 are based on the principle that exchanges of nonmonetary  assets
            should be measured based on the fair value of the assets  exchanged.
            The Company has adopted FAS 153 in these statements.


      o.    Concentrations  of  Credit  Risk - The  Company  maintains  its cash
            balances  in  financial   institutions.   Deposits,  not  to  exceed
            $100,000,  are insured by the Federal Deposit Insurance Corporation.
            At October 31, 2004 and 2003,  the  Company  had  uninsured  cash of
            approximately $916,000, and $619,000, respectively.

      p.    Advertising costs are expensed as incurred and are included in other
            operating  expenses.   Advertising  expense  totaled   approximately
            $17,000,  $19,000 and $23,000 for the years ended  October 31, 2004,
            2003 and 2002, respectively.

      q.    Reclassifications - Certain  reclassifications have been made to the
            2003 and 2002 amounts to conform to the 2004 presentation.

      r.    Stocksplit   and  Stock  Dividend  -  The   accompanying   financial
            statements give retroactive  effect in all periods  presented of the
            10 for 1  forward  stocksplit  authorized  in March  2004 and the 1%
            stock dividend declared in November 2004.

2. LIQUIDITY AND GOING CONCERN

The Company incurred  significant  losses during the current fiscal year and has
experienced additional losses in prior years. A related party has advanced funds
on demand notes and through the deferral of rent  payments (See Note 4) in order
to  overcome  working  capital  deficiencies  during the year.  The  Company has
granted the related party, Cactus Family  Investments,  LLC, a security interest
in all  of its  unencumbered  assets.  There  is no  assurance  that  additional
advances will be made if additional working capital is required. The Company has
been  notified  by the  State  of  Arizona  that  it  does  not  meet  Arizona's
requirement  that the Company be solvent to service VSC contracts in that state.
The Company is seeking  alternatives to meet Arizona's  regulations.  Based upon
the foregoing, the accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has incurred a loss in
November  and  December  2004 and January  2005.  The Company is  attempting  to
reverse  this  downward  trend with its VPN  system,  with  increased  marketing
contacts with other Internet  vendors and with its expansion into the motorcycle
market through its subsidiary, National Motorcycle Dealers Association, LLC.

3. SIGNIFICANT EVENTS

The Company has been the  principal  agent in forming  the  National  Motorcycle
Dealers Association, LLC (NMDA) and has been appointed to provide management and
administration  of the  Association.  NMDA  will  provide  or plans  to  provide
products and services for the Association  members including Extended Motorcycle
Warranties  for New and Used  Motorcycles,  ATV's and Trailers,  New  Motorcycle
Manufacture's   Factory  Warranties,   Gap  Coverage,   Motorcycle  Leasing  and
Financing,   Credit  Life/Accident  Health  Insurance,   Family  Hospitalization
Insurance  for  Dealerships  and their  Families,  Rental  Insurance  for Dealer
Motorcycle  Rental  Programs and Software,  Garage  keepers  Insurance  Program,
Liability and Collision  Insurance for  Motorcycle  and Autos for the dealer and
their customers,  an Association Credit Card, Dealership Credit Card Processing,
401(k)  Retirement  Programs,  Roadside  Assistance  Programs,  Tire  and  Wheel
Protection,  Business Forms, Communication Services and a Prepaid Legal Program.
Membership  will be required to  participate  in these  programs and the Company
will be compensated  through management fees and product sales commissions.  The
NMDA's  aggregation  of many  programs  represents  a rare  opportunity  for the
Company and its  partners to achieve  business  synergies  and a market edge not
previously available to them.

In October, 2004, NMDA entered into an agreement with Wildside Motorcycles, Inc.
(Wildside)  whereby  NMDA  exchanged a 20%  membership  interest for a 20% stock
ownership of Wildside's  common stock. The parties have agreed to jointly market
the software  package that Wildside has developed for  accounting for motorcycle
rentals that enables individual motorcycle dealers to establish, account for and
invoice  their  rental  operations.  The Company will use equity  accounting  to
reflect its share of the results.

In December  2004,  the Company  acquired a 50% interest in Blue Sky  Motorcycle
Rentals,  Inc. (Blue Sky) that operates a motorcycle rental business in Colorado
and has sold its business  model to similar  operations in Arizona,  California,
New  Mexico,  Nevada  and  Florida.  Its  business  plan  envisions  significant
expansion into other vacation  markets as well as motorcycle  exchange  programs
among the  participants  to maximize  the usage of the rental  motorcycles.  The
Company will use equity accounting to reflect its share of the results.


                                       23
<PAGE>

4. RELATED PARTY TRANSACTIONS

Included in accounts  and note payable - officer at October 31, 2004 and 2003 is
$398,000 and $349,000 of accrued rent for office space  payable to Cactus Family
Investments,  LLC, an entity owned by the Company's majority stockholders.  Rent
expense for the years  ending  October  31,  2004,  2003 and 2002 was  $292,000,
$312,000 and $252,000,  respectively.  The lease expiring  December 31, 2003 was
signed with an affiliate on January 1, 1999. A month-to-month lease extension at
the December 2003 rate (approximately  $25,000 per month) was signed in December
2003.  The  expiring  lease  included  escalating  rent  amounts  that have been
recorded as expense on a straight-line basis over the lease term.

At various times beginning in February 2002,  Gaylen  Brotherson,  the Company's
Chief Executive Officer,  has loaned the Company funds for working capital.  The
loan balance was repaid  through the issuance of Class A  convertible  preferred
stock during the fiscal year ended  October 31, 2004.  At October 31, 2003 there
was $167,709  outstanding.  The loans  mature  annually on October 31st and bear
interest at a rate of 6%. During fiscal 2004, the Company renegotiated the terms
of the notes and granted the related party,  Cactus Family  Investments,  LLC, a
security interest in all of its unencumbered  assets.  The current note includes
the unpaid rents discussed above, is payable on demand and bears interest at 6%.

The Company pays a substantial portion of its claims obligations through the use
of credit  cards held  personally  by its majority  shareholders  and repays the
credit card companies directly. The Company has agreed to indemnify the majority
shareholders from its obligations arising from the use of these credit cards.

5. MARKETABLE SECURITIES

The Company sold its available  for sale  securities in February 2004 and repaid
the secured line of credit with the  proceeds.  As of October 31, 2004 there are
no similar investments. At October 31, 2003, the marketable securities consisted
of the following:
<TABLE>
<CAPTION>
October 31, 2003
----------------
                                                        Gross            Gross
                                                      Amortized        Unrealized       Unrealized          Fair
                                                        Costs             Gains           Losses            Value
                                                    --------------   ---------------  ---------------   ------------
<S>                                                 <C>              <C>              <C>              <C>
Marketable Securities:
     Corporate bonds                                     $ 33,642           $ 4,158                         $37,800
     Mutual Funds                                          61,861             2,074                          63,935
     Equities                                              27,601                          $ (12,133)        15,468
                                                    --------------   ---------------  ---------------   ------------
Total Marketable Securities at October 31, 2003         $ 123,104           $ 6,232        $ (12,133)      $117,203
                                                    ==============   ===============  ===============   ============
</TABLE>

6.    INCOME TAXES

Income taxes were as follows for the years ended October 31:


                                               2004       2003        2002
                                               ----       ----        ----

Current                                          --          --    $(450,668)
Deferred                                      8,109     580,844      (25,163)
                                            -------    --------    ---------

Total income tax (benefit) expense          $ 8,109    $580,844    $(475,831)
                                            =======    ========    =========


                                       24
<PAGE>

The effective income tax rate differs from the federal statutory income tax rate
in effect each year as a result of the following items:


                                            2004      2003     2002
                                            ----      ----     ----
Federal statutory income tax rate            34%       34%      34 %
State taxes                                   6         6        6



                                            2002      2001     2000
                                            ----      ----     ----
Federal statutory income tax rate            34%       34%      34 %
State taxes                                   6         6        6
Operating loss utilization                             --      (34)
Net operating loss carryback                           --      (34)
Valuation Allowance                         (40)      (40)      (6)
Deferred revenues, net                        1         8       (2)
Other                                        --        40       --
                                           ----      ----     ----

Effective income tax  rate                    1%       48%     (36)%
                                           ====      ====     =====


At October 31, 2004,  the Company had a state net  operating  loss carry forward
deductions  available  of $973,000,  which  expires in 2006,  $1,237,000,  which
expires in 2007 and  $1,137,000  which  expires in 2008.  The Company will carry
forward the current  year  taxable  loss of  $1,404,000  for federal  income tax
purposes as well.

The  deferred tax  liabilities  at October 31, 2004 and 2003 are composed of the
tax effects of:

                                                  2004           2003
                                                  ----           ----

Excess of net book basis of fixed
 assets over tax basis                          $ 34,102       $  4,666
                                                ========       ========


7. STOCK OPTIONS AND STOCK AWARDS

The Company adopted the M.B.A. Holdings,  Inc. Employee Stock Incentive Plan for
the  Year  2004  and  the  M.B.A.  Holdings,  Inc.  Non-Employee  Directors  and
Consultants  Retainer Stock Plan for the Year 2004 on April 16, 2004 and adopted
the M.B.A. Holdings,  Inc. Employee Stock Incentive Plan for the Year 2004-B and
the M.B.A. Holdings,  Inc. Non-Employee Directors and Consultants Retainer Stock
Plan for the Year 2004-B on July 7, 2004.  The Company has reserved  110,000,000
shares for these plans.  Pursuant to the terms of those  plans,  The Company has
issued  options  to  employees  for  87,875,000  shares  and  to  Directors  and
consultants  options for  7,750,000.  All of such options have been exercised in
Fiscal 2004.

The Company applies APB Opinion No. 25 and related  interpretations in measuring
compensation  expense for its stock options.  The Company recognized $243,601 of
compensation  expense to employees in 2004 and $183,601 of compensation  expense
to Directors and  Consultants.  During the years ended October 31 2003 and 2002,
no compensation expense was recognized.


                                       25
<PAGE>


A summary  of the  Company's  outstanding  options  as of  October  31,  2004 is
presented below:


                                                            Weighted Average
                      Exercise          Expiration         Contractual Life
    Options            Price               Date                (In Years)
    -------            -----               ----                ----------
     33,334           $ 2.25         February 15, 2006            2.30
     25,000             1.20         September 30, 2008           4.92
      1,667             1.20          October 31, 2008            5.01
    100,000             0.94            June 1, 2008              4.59
     20,000             1.05         September 30, 2008           4.92
      5,000             1.05          October 31, 2008            5.01
------------                                                   --------
    185,001                                                       4.27
============                                                   ========


A summary of the activity  regarding the Company's  outstanding  options for the
years ended October 31 is presented below:

<TABLE>
<CAPTION>
                                                                2004                      2003                      2002
                                                         -------------------      --------------------      --------------------
                                                                    Weighted                   Weighted                  Weighted
                                                                     Average                   Average                   Average
                                                                    Exercise                   Exercise                  Exercise
                                                         Shares      Price         Shares       Price        Shares       Price
                                                         ------      -----         ------       -----        ------       -----
<S>                                                      <C>          <C>          <C>          <C>          <C>          <C>
Options outstanding at beginning of year                 185,001      $ 1.23       185,001      $ 1.23       185,001      $ 1.23
Options granted                                       95,625,000        0.02            --          --            --          --
Options exercised                                    (95,625,000)      (0.02)           --          --            --          --
Options cancelled                                             --          --            --          --            --          --
                                                      ----------     -------      --------     -------      --------     -------

Options outstanding at end of year                      185,001      $ 1.23       185,001      $ 1.23       185,001      $ 1.23
                                                      ==========     =======      ========     =======      ========     =======
</TABLE>


In addition to the options and shares  issued  during the year ended October 31,
1998,  discussed  above,  the Company also has reserved,  for issuance,  various
options and shares to  employees,  which are based on the  occurrence  of future
events including the Company reaching certain sales levels. Under an arrangement
approved  by the Board of  Directors,  the CEO and  Vice-President  each will be
granted  options if sales  growth  goals are met.  For every $5 million in sales
growth,  the CEO will  receive  options to purchase  1,667 shares at an exercise
price of 80  percent  of  market  price at the date  sales  goals  are met.  The
President will receive  options to purchase 5,000 shares at an exercise price of
70  percent of the market  price at the date sales  goals are met,  for every $5
million in sales  growth.  No  options  have been  granted  to date under  these
incentive plans.

8. OPERATING AND CAPITAL LEASES

The Company has  operating  leases for office space and  equipment and a capital
lease for equipment that expire on various dates through the year ending October
31,  2006.  The  equipment  under  capital  lease is included  in  property  and
equipment  at  October  31,  2004 and 2003 with  values of $20,965  and  $28,873
respectively,   net  of   accumulated   amortization   of  $5,093  and   $49,463
respectively.  Total rental expense was  approximately,  $291,000,  $312,000 and
$294,000 for the years ended October 31, 2004, 2003 and 2002, respectively.


                                       26
<PAGE>


Future minimum lease payments under  non-cancelable  lease agreements at October
31, 2004 are as follows:


                                                      Capital
                                                      Leases
                                                      ------
2005                                                 $  8,203
2006                                                    3,010
                                                     ---------

Total                                                  11,213

Less portion representing interest                      1,038
                                                     ---------
Total                                                $ 10,175
                                                     =========


The interest rates under the capital leases obligations range from approximately
15% to 19% per annum and are  imputed  based on the  lessor's  implicit  rate of
return at the inception of the lease.

9. SIGNIFICANT CUSTOMERS

In 2004 a major manufacturer  accounted for $1,750,893 of VSC revenues or 33% of
the 2004 Net Commission Income. During 2003, a national insurance brokerage firm
accounted for $2,433,000 of VSC sales while another major customer accounted for
$1,673,000 of 2003 VSC sales.  These two firms combined accounted for 77% of all
2003 VSC sales.  The Company  services these  accounts under  contracts that are
subject to renewal annually.

10. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and lawsuits that arise in the ordinary  course
of  business,   consisting  principally  of  alleged  errors  and  omissions  in
connection with the sale of insurance and personnel matters and of disputes over
outstanding  accounts.  The  Company is  currently  involved  in a dispute,  for
undisclosed damages, with one of its associated insurance companies over alleged
wrongdoing,   an  alleged  breach  of  its  Administrative  Agreement  and  over
reimbursement for claims and cancellations expenditures. The Company maintains a
reserve for claims arising in the ordinary  course of business and believes that
this reserve is  sufficient  to cover the costs of such claims.  On the basis of
information  presently available,  management does not believe the settlement of
any such claims or lawsuits will have a material adverse effect on the financial
position, results of operations or cash flows of the Company.

11. LINE OF CREDIT

The  Company had  available  a $200,000  working  capital  line of credit  which
expired on November 30, 2003.  Borrowings under the line of credit bear interest
at a  variable  rate  per  annum  equal  to the  sum of  the  thirty-day  dealer
commercial  paper rate,  as  published  in The Wall Street  Journal  plus 3.15 %
(4.21% at October 31,  2003).  Borrowings  are  collateralized  by the Company's
investments. The Company repayed the indebtedness in February 2004. There was no
outstanding  balance at October 31,  2004.  There was  $196,897  outstanding  at
October 31, 2003.


12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
                                                               For the year ended October 31, 2004
                                                               -----------------------------------

                                             1st                  2nd                  3rd                  4th
                                             Qtr                  Qtr                  Qtr                  Qtr
                                             ---                  ---                  ---                  ---
<S>                                       <C>                  <C>                 <C>                   <C>
Net revenues                              $1,334,120           $1,325,540          $1,303,371            $1,780,516
Gross profit                               182,262              170,530              190,090              160,369
Net (loss) income                         (179,186)            (238,897)            (318,248)            (473,124)
Net (loss) income per share                  (0.01)               (0.01)               (0.01)                 --


                                                               For the year ended October 31, 2003
                                                               -----------------------------------

                                             1st                  2nd                  3rd                  4th
                                             Qtr                  Qtr                  Qtr                  Qtr
                                             ---                  ---                  ---                  ---
Net revenues                              $1,440,774           $1,421,496          $1,400,657            $1,365,481
Gross profit                               174,338              169,619              172,801               82,466
Net (loss) income                         (212,543)            (329,358)            (375,010)            (868,549)
Net (loss) income per share                  (0.01)               (0.02)               (0.02)               (0.04)
</TABLE>


                                       27
<PAGE>


Item 9. Changes in and  Disagreements  with Auditors on Accounting and Financial
Disclosure.

The Company has not had disagreements  with its auditors on any matter regarding
accounting principles or financial statement disclosures.

Item 9A. Controls and Procedures

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Principal  Financial Officer,  we have evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  pursuant to Exchange Act Rule  13a-14(c) as of the end of the period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and Principal  Financial  Officer have concluded that these disclosure  controls
and procedures will be improved by performing the monthly deferral  calculations
on a cumulative  basis. This revised procedure was adopted in the quarter ending
October 31,  2004.  There are no other  changes in the  internal  controls  over
financial reporting that have materially  affected,  or are reasonably likely to
materially affect, our internal controls over financial reporting.

Part III

Item 10. Directors and Executive Officers of the Registrant

The Company's  Board of Directors  consists of four people.  All Directors  hold
offices  until the next annual  meeting at which time there is an  election  for
their successors.


                                           Position with
          Name           Age                 Company
--------------------------------------------------------------------------------
Gaylen M. Brotherson      65  President, CEO, Chairman of the Board, Director
Judy K. Brotherson        57  Vice-President, Secretary, Director
Edward E. Wilczewski      64  Director
Shelly Beesley            42  Director
Donald A. Gay             36  Director
Robert F. Murphy          68  Director

Gaylen  and  Judy  Brotherson  are  husband  and  wife  and  Donald  A. Gay is a
Son-in-Law.  No other family  relationship  exists  between the Directors or the
executive officers.

THE BUSINESS EXPERIENCE OF EACH OF THE COMPANY'S DIRECTORS IS AS FOLLOWS:

Gaylen  Brotherson,  65,  became  President,  CEO,  Chairman  of the Board,  and
Director  of the  Company in November  1995.  He was the  founder of  Mechanical
Breakdown Administrators,  Inc. Mr. Brotherson served in the United States Navy.
In 1960,  he  received  his life,  health and  accident  licenses as well as his
property and casualty license.  Presently,  he is licensed as an insurance agent
in 27 states.  He has been in the vehicle service contract  business since 1974.
Since  1984  he has  been  actively  involved  in  marketing  and  administering
mechanical  breakdown  insurance  policies and VSCs under  Mechanical  Breakdown
Administrators, Inc.

Judy  Brotherson,  57, has been  Vice-President,  Secretary  and Director of the
Company  since  November  1995.  Mrs.  Brotherson  is a  graduate  of  Creighton
University. Since 1975, she has worked primarily in family owned businesses. She
holds insurance  licenses in approximately  32 states.  She was one of the chief
designers  of the M.B.A.  software  management  system.  She has been working at
M.B.A.  since 1989  primarily  involved in overseeing the finance and data-entry
departments.

Edward  Wilczewski,  64, has been a Director of the Company since June 1998. Mr.
Wilczewski served in the Navy for six years. Mr. Wilczewski is a graduate of the
University of Omaha.  Primarily for the past thirty years  including the present
time,  he has owned and  operated  The Charter  Group of Arizona,  a real estate
development  company.  His company has  developed  various real estate  projects
ranging from single-family homes to apartment complexes.

Shelly  Beesley,  42,  became a Director and a member of the Audit  Committee in
March 2004. Ms Beesley worked with the Company as an  Administrative  Specialist
for more than ten years and is familiar with all aspects of its operations.  She
was educated at Red River Community College and brings her extensive  background
to the Board of Directors.


                                       28
<PAGE>


Donald A. Gay, 36, became a Director in March 2004.  Mr. Gay holds a degree from
DeVry  University and  specializes in electronic  communications  and networking
where he has more than fifteen years of varied experience.

Robert F. Murphy,  68, became a Director and a member of the Audit  Committee in
October  2004.  Mr.  Murphy  holds a Bachelor  of Science  Business  degree from
William Cerry College and an MBA from Webster  College.  Mr. Murphy served as an
officer in the U.S. Army for more than twenty years in increasingly  responsible
positions in operations  and logistics.  He retired as a Lieutenant  Colonel and
currently manages his consulting practice.


OTHER EXECUTIVE OFFICERS AND KEY EMPLOYEES

Dennis M. O'Connor, 65, is the Chief Financial Officer. He joined the Company in
November of 2001 as a consultant and entered the full time employ of the Company
in June 2002.  Prior to joining the Company,  Mr.  O'Connor worked for more than
forty years in various financial leadership positions. Mr. O'Connor was educated
at Canisius College,  Buffalo, NY where he received a Bachelor of Science degree
and Master of Business Administration degree. Mr. O'Connor is a Certified Public
Accountant.


Item 11. Executive Compensation

The  following  table  provides the annual and other  compensation  of the Chief
Executive  Officer and any other  employee who qualifies  under  Regulation  S-K
section 229.402 for the years ended October 31, 2002, 2003 and 2004.
<TABLE>
<CAPTION>

                                                             ANNUAL COMPENSATION           LONG-TERM COMPENSATION
                                                         -------------------------------- ------------------------
                                                                                          Restricted    Stock
                                                                                             Stock      Option
                                                                                           (shares)    (shares)
Name of Principal         Position                 Year       Salary    Bonus   Other(1)    awards      awards
-----------------         --------                 ----       ------    -----   --------    ------      ------
<S>                       <C>                      <C>       <C>        <C>     <C>         <C>         <C>
Gaylen M. Brotherson      Chairman of Board        2002      50,000              14,173
                          President and            2003      50,000               8,184
                          Chief Executive Officer  2004      50,000

Judy K. Brotherson        Vice-President,          2002      50,000
                          Secretary                2003      50,000
                                                   2004      50,000
<FN>
(1)  Included  in Other  Annual  Compensation  are an auto lease paid for Gaylen
Brotherson in fiscal 2002,  auto insurance for Gaylen  Brotherson in fiscal 2002
and life insurance premiums for Gaylen Brotherson in years 2002, 2003 and 2004
</FN>
</TABLE>

Option Grants In Last Fiscal Year

The  Company  has  issued  options to  employees  for  87,875,000  shares and to
Directors and consultants  options for 7,750,000.  All of such options have been
exercised in Fiscal 2004.


                                       29
<PAGE>

Other Incentives and Compensation

Currently,  stock options are granted by the Board of Directors.  At October 31,
2004, there were only two employees,  Gaylen Brotherson and Judy Brotherson, who
had unexercised stock options.  All options are exercisable.  Below is a summary
of existing options.


                       Number of   Strike   Expiration
        Name            Shares      Price      Date
--------------------------------------------------------
Gaylen Brotherson       33,334     $ 2.25     2/15/06
                        25,000       1.20    10/31/08
                         1,667       1.20    10/31/08

Judy Brotherson        100,000       0.94      6/1/08
                        20,000       1.05     9/30/08
                         5,000       1.05    10/31/08


In addition,  per the Board of Directors'  resolution  dated  February 15, 1996,
Gaylen  Brotherson  receives  an option to purchase  1,667  shares at 80% of the
stock's  fair  market  value  for  each  $5,000,000   increase  in  sales  after
$25,000,000 on the date the sales goals are reached. Per the Board of Directors'
resolution  dated June 1, 1998, Judy  Brotherson  receives an option to purchase
5,000  shares  at 70% of the  stock's  fair  market  value  for each  $5,000,000
increase in sales  after  $25,000,000  on the date the sales goals are  reached.
These options will expire ten years from the grant date.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following  table sets forth  information  as of October 31, 2004  concerning
shares of Common  Stock  with no par  value,  stated  value  $.0001  and Class A
Convertible  Preferred Stock, the Company's only voting  securities.  This table
includes all beneficial  owners who own more than 5% of the  outstanding  voting
securities,  each of the Company's  directors by each person who is known by the
Company to own beneficially more than 5% of the outstanding voting securities of
the Company, and by the Company's executive officers and directors as a group.


                    Name And Address       Amount and Nature
 Title of Class    of Beneficial Owner    of Beneficial Owner   Percent of Class
--------------------------------------------------------------------------------
Common Stock     Gaylen                    8,688,620 shares (1)       7.3%
                 Brotherson
                 9419 E. San
                 Salvador     Suite
                 105
                 Scottsdale, AZ 85258

Common Stock     Judy                      8,687,540 shares (1)       7.3%
                 Brotherson
                 9419 E. San
                 Salvador     Suite
                 105
                 Scottsdale, AZ 85258

Common Stock     CEDE &                    97,817,280 shares         82.3%
                 Co
                 Box 220
                 Bowling Green
                 Station
                 New York, NY 10274

Common Stock     All Directors and         17,398,160 shares         14.6%
                 Executive Officers as
                 a Group (seven people)


Preferred        Gaylen Brotherson         2,000,000 shares         100.0%
Stock            9419 E. San Salvador
                 Suite 105
                 Scottsdale, AZ 85258


                                       30
<PAGE>

(1) This amount  represents  shares  owned and  excludes  the 60,001  options to
purchase common stock for Gaylen  Brotherson and the 125,000 options to purchase
common stock for Judy  Brotherson and the conversion of 200,000  referred shares
into  200,000,000  common  shares.  If these  options  were  exercised by Gaylen
Brotherson and Judy Brotherson,  then their percentage of ownership would change
to 65.1% and 2.7%, respectively (see Item 6. Executive Compensation).


Item 13. Certain Relationships and Related Transactions

The Company  leases its office space from Cactus  Family  Investments,  LLC. The
managing  member of Cactus Family  Investments,  LLC is Gaylen  Brotherson,  the
Chief  Executive  Officer.  Rent  expense  for this office  space was  $291,000,
$312,000  and $252,000 for the years ended  October 31,  2004,  2003,  and 2002,
respectively.  The  Company  signed a new lease  with the  affiliated  entity on
January 1, 1999.  This new lease expires on December 31, 2003. In December 2003,
the  Company  extended  the  existing  lease on a  month-to-month  basis  and is
obligated to pay monthly rent equal to the final  monthly rent payment  required
by the expiring lease.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and reports on Form 8-K.

(a)      Exhibit Index

         Exhibit 99.1  Certification  of Chief Executive  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.2  Certification  of Chief Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.3  Certification  of Chief Executive  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.4  Certification  of Chief Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

         From 8-K Current  Report was filed June 23, 2004.  This Current  Report
         stated that Company had  acquired the First Eagle Group,  LLC. and it's
         "Screaming  Eagles" Parts  Performance  Motorcycle  Warranty  programs.
         Subsequently,   it  was  determined   that  the  assets  acquired  were
         immaterial to the Company.

The following documents are filed as part of this report under Part II Item 8:

Reference is made to the Index to Financial  Statements and Financial  Statement
Schedules included in Item 9 of Part II hereof, where such documents are listed.


                                       31
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereto duly authorized.


MBA Holdings, Inc.

By: /s/ Gaylen M. Brotherson                Dated: February 10, 2005
------------------------------------
Gaylen Brotherson
Chairman of the Board and Chief
Executive Officer


By: /s/ Dennis M. O'Connor                  Dated: February 10, 2005
-----------------------------------
Dennis M. O'Connor,
Chief Financial Officer


                                       32