U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended April 30, 2001.


                             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, AZ 85258-5510
                                 (480)-860-2288
      (Address of principal executive offices, including telephone number)


                 Number of Common Stock shares (.001 par value)
                     outstanding at May 31, 2001: 1,980,187


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]
<PAGE>
                               MBA Holdings, Inc

                                     Index

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets as of April 30, 2001
        (Unaudited) and October 31, 2000

        Condensed Consolidated Statements of Income (Loss) and
        Comprehensive Income (Loss) for the three and six months
        ended April 30, 2001 and 2000 (Unaudited)

        Condensed Consolidated Statements of Cash Flows for the
        six months ended April 30, 2001 and 2000 (Unaudited)

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

SIGNATURES
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2001 (UNAUDITED) AND OCTOBER 31, 2000
--------------------------------------------------------------------------------

ASSETS                                               APRIL 30,      OCTOBER 31,
                                                       2001            2000
                                                   ------------    ------------
                                                    (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                        $  1,192,573    $  1,128,281
  Restricted cash                                       260,152         487,015
  Investments (Note 4)                                  370,090         442,278
  Accounts receivable, net of allowance for
    doubtful accounts of $19,025 (2001 and 2000)        310,694         404,370
  Prepaid expenses and other assets                      94,108         115,074
  Deferred direct costs                               5,683,890       5,048,367
  Income tax receivable                                 188,126         155,437
  Deferred income tax asset                             394,454         387,787
                                                   ------------    ------------
       Total current assets                           8,494,087       8,168,609
                                                   ------------    ------------
PROPERTY AND EQUIPMENT:
  Computer equipment                                    241,731         226,777
  Office equipment and furniture                        167,237         165,919
  Vehicle                                                16,400          16,400
  Leasehold improvements                                 79,596          79,596
  Capitalized software costs                             27,289          26,959
                                                   ------------    ------------
       Total property and equipment                     532,253         515,651

  Accumulated depreciation and amortization            (267,846)       (229,020)
                                                   ------------    ------------
       Property and equipment - net                     264,407         286,631
                                                   ------------    ------------

Other assets                                             46,169          46,170
Deferred direct costs                                 7,240,240       7,650,100
Deferred income tax asset                               479,487         496,039
                                                   ------------    ------------

TOTAL                                              $ 16,524,390    $ 16,647,549
                                                   ============    ============

                                                                     (Continued)

See notes to condensed consolidated financial statements.

                                       2
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2001 (UNAUDITED) AND OCTOBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                              APRIL 30,        OCTOBER 31,
                                                                    2001              2000
                                                                ------------      ------------
                                                                 (Unaudited)
<S>                                                             <C>               <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                   $    332,660      $    437,214
  Accounts payable and accrued expenses                              780,331           753,802
  Capital lease obligation - current portion                          10,147             9,333
  Deferred revenues                                                6,527,726         5,878,696
                                                                ------------      ------------
       Total current liabilities                                   7,650,864         7,079,045
CAPITAL LEASE OBLIGATION - net of current portion                     13,650            18,840
DEFERRED RENT                                                         41,897            41,539
DEFERRED REVENUES                                                  8,428,775         8,961,473
                                                                ------------      ------------
       Total liabilities                                          16,135,186        16,100,897
                                                                ------------      ------------

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value; 20,000,000 shares
    authorized; none issued and outstanding
  Common stock, $.001 par value; 80,000,000 shares
    authorized; 2,011,787 (2001 and 2000) shares issued;
    1,980,187 (2001 and 2000) shares outstanding                       2,012             2,012
  Additional paid-in-capital                                         200,851           200,851
  Accumulated other comprehensive income (loss)                      (10,362)           12,215
  Retained earnings                                                  252,203           387,074
Less: 31,600 shares of common stock in treasury, at cost             (55,500)          (55,500)
                                                                ------------      ------------
       Total stockholders' equity                                    389,204           546,652
                                                                ------------      ------------

TOTAL                                                           $ 16,524,390      $ 16,647,549
                                                                ============      ============
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

THREE AND SIX MONTHS ENDED APRIL 30, 2001 AND 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED APRIL 30,   SIX MONTHS ENDED APRIL 30,
                                                         ----------------------------   --------------------------
                                                             2001           2000           2001           2000
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>
REVENUES:
  Vehicle service contract gross income                   $ 2,054,745    $ 1,249,072    $ 3,742,106    $ 2,428,502
  Net mechanical breakdown insurance income                   134,772        601,759        411,953      1,172,116
  MBI administrative service revenue                          159,981        164,250        326,905        326,307
                                                          -----------    -----------    -----------    -----------
NET REVENUES                                                2,349,498      2,015,081      4,480,964      3,926,925
                                                          -----------    -----------    -----------    -----------

OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts     1,947,326      1,185,335      3,556,564      2,300,647
  Salaries and employee benefits                              333,813        455,536        699,430        830,945
  Mailings and postage                                         39,226         96,406         70,048        178,599
  Rent and lease expense                                       77,447         73,738        167,710        139,681
  Professional fees                                            20,334         43,748         43,398         85,829
  Telephone                                                    25,801         20,580         42,207         45,203
  Depreciation and amortization                                18,033         22,296         38,826         38,712
  Merchant and bank charges                                     4,023          5,548          7,214         10,767
  Insurance                                                     5,428          8,430         16,486         18,717
  Supplies                                                      5,975          8,403         10,974         18,889
  License and fees                                              9,067          6,080         12,369         10,250
  Other operating expenses                                     55,371         50,934         86,283         85,595
                                                          -----------    -----------    -----------    -----------
       Total operating expenses                             2,541,844      1,977,034      4,751,509      3,763,834
                                                          -----------    -----------    -----------    -----------
OPERATING INCOME (LOSS)                                      (192,346)        38,047       (270,545)       163,091

  Finance fee income                                            5,206         15,162         10,287         30,869
  Interest income                                              12,774         34,896         28,876         81,315
  Interest expense                                             (5,762)          (373)        (7,956)          (763)
  Other expense                                                                  (45)                         (774)
  Realized gains on investments                                20,938                        20,938
                                                          -----------    -----------    -----------    -----------
       Total other income                                      33,156         49,640         52,145        110,647
                                                          -----------    -----------    -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                            (159,190)        87,687       (218,400)       273,738
INCOME TAXES                                                  (59,829)        35,750        (83,529)       110,170
                                                          -----------    -----------    -----------    -----------
NET INCOME (LOSS)                                         $   (99,361)   $    51,937    $  (134,871)   $   163,568
                                                          ===========    ===========    ===========    ===========

BASIC NET INCOME (LOSS) PER SHARE                         $     (0.05)   $      0.03    $     (0.07)   $      0.08
                                                          ===========    ===========    ===========    ===========
DILUTED NET INCOME (LOSS) PER SHARE                       $     (0.05)   $      0.02    $     (0.07)   $      0.08
                                                          ===========    ===========    ===========    ===========

AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC                                       1,980,187      2,011,787      1,980,187      2,011,787
                                                          ===========    ===========    ===========    ===========
AVERAGE NUMBER OF COMMON AND
  DILUTIVE SHARES OUTSTANDING                               1,980,187      2,116,487      1,980,187      2,136,025
                                                          ===========    ===========    ===========    ===========

Net income (loss)                                         $   (99,361)   $    51,937    $  (134,871)   $   163,568

Other comprehensive income (loss) net of tax:
  Net unrealized loss on available for sale securities        (33,302)                      (22,577)
                                                          -----------    -----------    -----------    -----------

Comprehensive income (loss)                               $  (132,663)   $    51,937    $  (157,448)   $   163,568
                                                          ===========    ===========    ===========    ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED APRIL 30, 2001 AND 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            APRIL 30,
                                                                   ----------------------------
                                                                      2001             2000
                                                                   -----------      -----------
<S>                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                 $  (134,871)     $   163,568
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                                        38,826           38,712
   Deferred income taxes                                                 9,885         (136,421)
   Changes in assets and liabilities:
    Restricted cash                                                    226,863          278,430
    Accounts receivable                                                 93,676          (38,754)
    Prepaid expenses and other assets                                   20,967           11,647
    Deferred direct costs                                             (225,663)      (1,944,149)
    Net premiums payable to insurance companies                       (104,554)      (1,023,761)
    Accounts payable and accrued expenses                               26,529          (27,301)
    Income tax receivable                                              (32,689)         (58,409)
    Deferred rent                                                          358            4,716
    Deferred revenues                                                  116,332        2,110,788
                                                                   -----------      -----------
       Net cash provided by (used in) operating activities              35,659         (620,934)
                                                                   -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                    (16,602)         (23,670)
 Sale (purchase) of marketable securities, net                          49,611         (473,326)
                                                                   -----------      -----------
       Net cash provided by (used in) investing activities              33,009         (496,996)
                                                                   -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital lease obligation                                   (4,376)
                                                                   -----------      -----------
       Net cash used in financing activities                            (4,376)
                                                                   -----------      -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    64,292       (1,117,930)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                         1,128,281        3,424,934
                                                                   -----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $ 1,192,573      $ 2,307,004
                                                                   ===========      ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid for interest                                            $     8,414      $     1,633
                                                                   ===========      ===========
 Cash paid for income taxes                                        $                $   305,000
                                                                   ===========      ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED APRIL 30, 2001 AND 2000
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

In accordance  with the  instructions  to Form 10-Q and Rule 10-01 of Regulation
S-X, the accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information. Accordingly, not all
of  the  information  and  notes  required  by  generally  accepted   accounting
principles for complete financial statements are included. The unaudited interim
financial  statements  furnished  herein reflect all adjustments  (which include
only normal, recurring adjustments), in the opinion of management, necessary for
a fair  statement of the results for the interim  periods  presented.  Operating
results  for the three  months and six months  ended  April 30,  2001 may not be
indicative  of the results that may be expected for the year ending  October 31,
2001.  For  further  information,  please  refer to the  consolidated  financial
statements  and notes thereto  included in the  Company's  Form 10K for the year
ended October 31, 2000.

2. NET INCOME (LOSS) PER SHARE

Net income  (loss) per share is  calculated  in  accordance  with  Statement  of
Financial  Acconting  Standards  ("SFAS")  No.  128,  EARNINGS  PER SHARE  which
requires  dual  presentation  of  BASIC  and  DILUTED  EPS  on the  face  of the
statements of income (loss) and requires a  reconciliation  of the numerator and
denominator  of basic and  diluted EPS  calculations.  Basic  income  (loss) per
common  share is computed  on the  weighted  average  number of shares of common
stock  outstanding  during each period.  Income (loss) 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.   Below  is  the
reconciliation   required  by  SFAS  No.  128.  All  common  stock  options  are
anti-dilutive for the three and six months ended April 30, 2001.

NUMBER OF SHARES USED IN COMPUTING INCOME (LOSS) PER SHARE

                                                               THREE MONTHS
                                                                  ENDED
                                                                 APRIL 30,
                                                           ---------------------
                                                             2001        2000
                                                           ---------   ---------
Average number of common shares outstanding - Basic        1,980,187   2,011,787

Dilutive shares from common stock options
  calculated using the treasury stock method                             104,700
                                                           ---------   ---------

Average number of common and dilutive shares outstanding   1,980,187   2,116,487
                                                           =========   =========

                                                                SIX MONTHS
                                                                  ENDED
                                                                 APRIL 30,
                                                           ---------------------
                                                             2001        2000
                                                           ---------   ---------
Average number of common shares outstanding - Basic        1,980,187   2,011,787

Dilutive shares from common stock options
  calculated using the treasury stock method                 124,238
                                                           ---------   ---------

Average number of common and dilutive shares outstanding   1,980,187   2,136,025
                                                           =========   =========

                                       6
<PAGE>
3. OTHER COMPREHENSIVE INCOME (LOSS)

Other  comprehensive  income  (loss) for the six  months  ended  April 30,  2001
resulted from unrealized  losses of $22,577 on  available-for-sale  investments.
There was no additional other comprehensive  income (loss) during the six months
ended April 30, 2001.

4. INVESTMENTS

All of the  Company's  investments  (U.S.  treasury  bonds and  certificates  of
deposits) are classified as available-for-sale  and are stated at estimated fair
value determined by the quoted market price.

5. TREASURY STOCK

As of April 30, 2001,  the Company has purchased  31,600 shares of the Company's
common stock.  These shares were  purchased  for the purpose of  retirement  and
bonuses  to  employees.  Additional  uses  of the  stock  will  be  explored  by
management.

6. 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.  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.

The Company has  available a $300,000  working  capital line of credit which was
renewed on February 28, 2001 and expires on February 28, 2002.  Borrowings under
the line of credit bear  interest at a variable  rate per annum equal to the sum
of 3.15 % plus the thirty day dealer  commercial paper rate, as published in The
Wall Street Journal and are collateralized by the Company's  investments.  There
were no borrowings outstanding at April 30, 2001.

7. NEW ACCOUNTING PRONOUNCEMENT

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging Activities.  SFAS No. 133, as amended,  requires that an
enterprise  recognize all  derivatives  as either assets or  liabilities  in the
balance sheet and measure those  instruments at fair value.  The Company adopted
SFAS No.  133  effective  November  1,  2000,  and the  adoption  did not have a
material impact on the Company.

ITEM 2. 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.

FORWARD-LOOKING STATEMENTS:

This report on Form 10-Q contains forward-looking statements. Additional written
or oral  forward-looking  statements  may be  made  by us  from  time to time in
filings with the  Securities  and Exchange  Commission or  otherwise.  The words
"believe,"  "expect,"  "anticipate,"  and  "project,"  and  similar  expressions
identify  forward-looking  statements,  which  speak  only  as of the  date  the
statement was made.  Such  forward-looking  statements are within the meaning of
that term in section 27A of the Securities and Exchange Act of 1934, as amended.
Such  statements  may include,  but not be limited to,  projections of revenues,
income or loss, capital  expenditures,  plans for future  operations,  financing
needs or plans,  the impact of inflation,  and plans relating to our products or
services,  as well as  assumptions  relating to the  foregoing.  We undertake no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events, or otherwise.

Forward-looking  statements are inherently  subject to risks and  uncertainties,
some of which  cannot be  predicted  or  quantified.  Future  events  and actual
results could differ  materially  from those set forth in,  contemplated  by, or
underlying the forward-looking statements.  Statements in this Report, including
the  Notes  to  Condensed  Consolidated  Financial  Statements  (Unaudited)  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  describe factors,  among others, that could contribute to or cause
such differences.

                                       7
<PAGE>
RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED APRIL 30, 2001 AND 2000

Net  revenues  for the  quarter  ended  April  30,  2001  totaled  approximately
$2,349,000,  an increase of $334,000  from net  revenues of  $2,015,000  for the
quarter  ended April 30, 2000.  The increase in revenues is primarily due to the
increase in vehicle service contracts ("VSC") sold offset by the decrease in net
mechanical  breakdown  insurance ("MBI") income. The increase in vehicle service
contracts is due to an increase in the number of dealerships  selling automotive
VSCs and  recreational  vehicle  VSCs.  The  decrease in MBI is due to increased
competition that has resulted in a loss of market share for MBA. Vehicle service
contracts are contracts where the Company is the original obligor and therefore,
these contracts are required to be reported at the gross sales price. The direct
acquisition costs of vehicle service contracts,  which would be premiums paid to
the  insurance  companies  and agent  commissions,  are  reported  as  operating
expenses.

Operating  income  (loss)  decreased  by $230,000 to a loss of $192,000  for the
quarter ended April 30, 2001,  from operating  income of $38,000 for the quarter
ended April 30, 2000. The decrease is due to a $467,000 decrease in MBI revenue.
This  decrease  in MBI  revenue is offset by a decrease  in salary and  employee
benefits  due to a decrease  in the number of  employees  and a decrease  in the
mailings and postage expense due to the phase out of the direct mail operations.
The decrease in employees is due to process improvement and technology upgrades.

Total operating  expenses  including  direct vehicle service contract costs were
$2,542,000 for the quarter ended April 30, 2001,  compared to $1,977,000 for the
quarter ended April 30, 2000.  The increase in direct vehicle  service  contract
costs were due to the  increase in VSC sales offset by decreases in salaries and
employee benefits and mailings and postage.

Total other income decreased by $17,000 from $50,000 for the quarter ended April
30, 2000 to $33,000  for the quarter  ended April 30,  2001.  The  decrease  was
primarily  due to a  decrease  in cash  and  cash  equivalents  which,  in turn,
decreased  the interest  income  earned.  In  addition,  there was a decrease in
finance fee income due to the reduction in the amount of policies  financed from
the direct mail  operations.  This was offset by a gain recognized on securities
sold during the quarter.

Net loss for the quarter ended April 30, 2001 was $99,000 compared to net income
for the  quarter  ended  April  30,  2000 of  $52,000,  which is a result of the
foregoing factors.

COMPARISON OF THE SIX MONTHS ENDED APRIL 30, 2001 AND 2000

Net  revenues  for the six months  ended  April 30, 2001  totaled  approximately
$4,481,000,  an increase of $554,000 from net revenues of $3,927,000 for the six
months  ended April 30, 2000.  The increase in revenues is primarily  due to the
increase in VSCs sold offset by the decrease in MBI policies sold.

Operating  income (loss)  decreased by $434,000 to an operating loss of $271,000
for the six months  ended April 30, 2001,  from an operating  income of $163,000
for the six months  ended April 30, 2000.  The  decrease is  primarily  due to a
decrease in MBI sales during the six months ended April 30, 2001 compared to the
six months  ended  April 30,  2000.  This is offset by the  increase  in net VSC
revenue  and a decrease in salaries  and  employee  benefits  and  mailings  and
postage.

Total operating  expenses  including  direct vehicle service contract costs were
$4,752,000  for the six months ended April 30, 2001,  compared to $3,764,000 for
the six months ended April 30,  2000.  The  increases  are due to an increase in
direct  vehicle  service  contract  costs  offset by a decrease in salaries  and
employee benefits and mailings and postage.

Total other income  decreased by $59,000 from  $111,000 for the six months ended
April 30, 2000 to $52,000 for the six months ended April 30, 2001.  The decrease
is  primarily  due to a decrease  in  interest  income  due to less  cash,  cash
equivalents and restricted cash available for investment during the period. This
is offset by a gain recognized on securities sold.

Net loss for the six months  ended April 30, 2001 was  $135,000  compared to net
income of $164,000 for the six months ended April 30, 2000, which is a result of
the foregoing factors.

                                       8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

COMPARISON OF APRIL 30, 2001 AND OCTOBER 31, 2000

Working  capital at April 30, 2001 consisted of current assets of $8,494,000 and
current liabilities of $7,651,000,  or a current ratio of 1.11:1. At October 31,
2000, the current ratio was 1.15:1 with current assets of $8,169,000 and current
liabilities of $7,079,000.

As of April 30, 2001, the Company's cash position  decreased to $1,453,000  from
$1,615,000  at October 31, 2000.  Of the  $1,453,000,  $260,000 is classified as
restricted  cash; there was $487,000 of restricted cash at October 31, 2000. The
largest  component of the restricted cash  represented  claims payment  advances
provided  by  insurance  companies  which  enables  the  Company to make  claims
payments on behalf of the  insurance  companies.  The decrease in cash is due to
the timing of when the Company  receives cash from the  insurance  companies for
claims payments.

Deferred  direct costs,  including  both the current and  non-current  portions,
increased  by $226,000 to  $12,924,000  at April 30,  2001 from  $12,698,000  at
October 31, 2000.  Direct costs are costs that are directly  related to the sale
of VSCs.  These costs are deferred in the same  proportion  as VSC revenue.  The
increase in these costs is due to less costs recognized as expense than deferred
onto the balance sheet from an increase in sales.

The Company collects funds throughout the year and remits a portion of the funds
to the  insurance  companies.  As of April  30,  2001,  the  amount  owed to the
insurance  companies  decreased to $333,000  from  $437,000 at October 31, 2000,
which is due to the timing of payments remitted to the insurance companies.

Deferred  revenues,   including  both  the  current  and  non-current  portions,
increased  by $117,000 to  $14,957,000  at April 30,  2001 from  $14,840,000  at
October 31, 2000.  Deferred  revenue  consists of VSC gross sales and  estimated
administrative  service fees relating to the sales of MBI policies. The increase
is  primarily  due to the  increase in VSC sales  offset by the  decrease in MBI
sales.

The Company is  operating  with a working  capital  line of credit from  Merrill
Lynch.  This is the only debt utilized by the Company.  The working capital line
of credit is used to make claims payment if there is a timing difference between
when the Company pays for the claims and when the claims are  reimbursed  by the
insurance  companies.  The  Company's  ability to fund its  operations  over the
short-term  is not hindered by lack of  short-term  financing.  The Company uses
premiums  received  to pay agent  commissions  and fund  operations  and  claims
payment advances  provided by insurance  companies to administer and pay claims.
The Company  believes its current working capital plus future  anticipated  cash
flows from  operations  will be  sufficient  to meet cash  requirements  for the
foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since the Company does not underwrite its own policies,  a change in the current
rates of inflation or  hyperinflation  is not expected to have a material effect
on the Company.  However,  the precise effect of inflation on operations can not
be determined.

The  Company  does not  have  any  outstanding  debt or  long-term  receivables.
Therefore, it is not subject to significant interest rate risk.

Due to increased  competition,  the Company has seen a  substantial  loss in MBI
market  share.  This is offset by an increase in market  share of the VSCs.  The
future effect of this increased competition may have an adverse effect on future
earnings.

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<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. 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  in
connection  with the sale of insurance  and personnel  matters.  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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None
                                       10
<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 Brotherson                                   Dated: June 12, 2001
    -----------------------------------                            -------------
    Gaylen Brotherson
    Chairman of the Board and Chief Executive Officer

By: /s/ Michael J. Zimmerman                                Dated: June 12, 2001
    -----------------------------------                            -------------
    Michael J. Zimmerman,
    Chief Financial Officer

                                       11