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 January 31, 2000.


                             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, 2000:
2,011,787

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 [ ]  No [X]
<PAGE>
                               MBA Holdings, Inc

                                     Index


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

     Condensed Consolidated Balance Sheets as of January 31, 2000
     and October 31, 1999                                                  3

     Condensed Consolidated Statements of Income (loss) for the three
     months ended January 31, 2000 and 1999                                5

     Condensed Consolidated Statements of Cash Flows for the three
     months ended January 31, 2000 and 1999                                6

     Notes to Condensed Consolidated Financial Statements                  7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS                                          8

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         9


                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                 10

SIGNATURE                                                                 11

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

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JANUARY 31, 2000 AND OCTOBER 31, 1999
--------------------------------------------------------------------------------

ASSETS                                               January 31,    October 31,
                                                        2000           1999
                                                     -----------    -----------
CURRENT ASSETS:
  Cash and cash equivalents                          $ 3,567,757    $ 3,424,934
  Restricted cash                                        239,173        924,698
  Receivables:
    Accounts receivable, net of allowance for
      doubtful accounts of $19,025 (2000 and 1999)       385,268        386,805
  Prepaid expenses and other assets                       97,286        109,888
  Deferred direct costs                                3,519,776      3,182,789
  Deferred income tax asset                              336,332        284,412
                                                     -----------    -----------
           Total current assets                        8,145,592      8,313,526
                                                     -----------    -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                     179,608        174,381
  Office equipment and furniture                         154,533        149,309
  Vehicle                                                 16,400         16,400
  Leasehold improvements                                  71,227         69,053
  Capitalized software costs                              21,865         17,500
                                                     -----------    -----------
           Total property and equipment                  443,633        426,643
  Accumulated depreciation and amortization             (170,683)      (154,267)
                                                     -----------    -----------
           Property and equipment - net                  272,950        272,376

Deferred direct costs                                  6,233,099      5,647,160
Deferred income tax asset                                554,137        502,216
                                                     -----------    -----------

TOTAL                                                $15,205,778    $14,735,278
                                                     ===========    ===========

                                                                     (Continued)

See notes to condensed consolidated financial statements.

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

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JANUARY 31, 2000 AND OCTOBER 31, 1999
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY                   January 31,   October 31,
                                                          2000          1999
                                                       -----------   -----------
CURRENT LIABILITIES:
  Net premiums payable to insurance companies          $ 2,256,606   $ 2,893,591
  Accounts payable and accrued expenses                    614,233       597,444
  Deferred revenues                                      4,242,932     3,872,479
  Income taxes payable                                      72,420        94,159
                                                       -----------   -----------

           Total current liabilities                     7,186,191     7,457,673

DEFERRED RENT                                               34,462        32,104
DEFERRED REVENUES                                        7,460,706     6,832,713
                                                       -----------   -----------

           Total liabilities                            14,681,359    14,322,490
                                                       -----------   -----------
COMMITMENTS AND CONTINGENCIES (Note 3)
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 (2000 and 1999)
    shares issued and outstanding                            2,012         2,012
  Additional paid-in-capital                               200,851       200,851
  Retained earnings                                        321,556       209,925
                                                       -----------   -----------

        Total stockholders' equity                         524,419       412,788
                                                       -----------   -----------

TOTAL                                                  $15,205,778   $14,735,278
                                                       ===========   ===========

See notes to condensed consolidated financial statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2000 AND 1999
--------------------------------------------------------------------------------

                                                             January 31,
                                                      -------------------------
                                                         2000          1999
                                                      -----------   -----------
REVENUES:
  Vehicle service contract gross income                $1,179,430    $  589,976
  Net mechanical breakdown insurance income               570,357       396,265
  MBI administrative service revenue                      162,057       127,295
                                                       ----------    ----------
NET REVENUES                                            1,911,844     1,113,536
                                                       ----------    ----------

OPERATING EXPENSES:
  Direct acquisition costs of vehicle service
   contracts                                            1,115,312       548,346
  Salaries and employee benefits                          375,409       357,861
  Mailings and postage                                     82,193        69,769
  Rent and lease expense                                   65,943        69,954
  Professional fees                                        42,081        41,762
  Telephone                                                24,623        23,064
  Depreciation and amortization                            16,416        14,468
  Merchant and bank charges                                 5,219         5,099
  Insurance                                                10,287         4,568
  Supplies                                                 10,486         7,117
  License and fees                                          4,170         2,138
  Other operating expenses                                 34,661        30,662
                                                       ----------    ----------
           Total operating expenses                     1,786,800     1,174,808
                                                       ----------    ----------
OPERATING INCOME (LOSS)                                   125,044       (61,272)

OTHER INCOME - NET                                         61,007        24,603
                                                       ----------    ----------
INCOME (LOSS) BEFORE INCOME TAXES                         186,051       (36,669)

INCOME TAXES                                               74,420       (14,666)
                                                       ----------    ----------
NET INCOME (LOSS)                                      $  111,631    $  (22,003)
                                                       ==========    ==========

BASIC NET INCOME (LOSS) PER SHARE                      $     0.06    $    (0.01)
                                                       ==========    ==========
DILUTED NET INCOME PER SHARE                           $     0.05    $    (0.01)
                                                       ==========    ==========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC     2,011,787     2,005,121
                                                       ==========    ==========
AVERAGE NUMBER OF COMMON AND DILUTIVE SHARES
 OUTSTANDING                                            2,093,134     2,005,121
                                                       ==========    ==========

See notes to condensed consolidated financial statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   January 31,
                                                          -----------------------------
                                                             2000               1999
                                                          ----------         ----------
<S>                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                       $   111,631        $   (22,003)
 Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
   Depreciation and amortization                              16,416             14,468
   Deferred income taxes                                    (103,841)           (85,666)
   Changes in assets and liabilities:
    Restricted cash                                          685,525            (71,874)
    Accounts receivable                                        1,537             19,608
    Receivable from affiliated entities                      (10,720)
    Prepaid expenses and other assets                         12,602            (29,388)
    Deferred direct costs                                   (922,926)          (949,028)
    Net premiums payable to insurance companies             (636,985)           443,905
    Accounts payable and accrued expenses                     16,789           (130,854)
    Accounts payable to affiliated entities                   70,384
    Income taxes payable                                     (21,739)            11,000
    Deferred rent                                              2,358              9,631
    Deferred revenues                                        998,446          1,079,694
                                                         -----------        -----------
         Net cash provided by operating activities           159,813            349,157
                                                         -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                          (16,990)            (9,445)
                                                         -----------        -----------
         Net cash used in investing activities               (16,990)            (9,445)
                                                         -----------        -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                    142,823            339,712

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               3,424,934          1,914,001
                                                         -----------        -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $ 3,567,757        $ 2,253,713
                                                         ===========        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid for interest                                  $       125        $       159
                                                         ===========        ===========
 Cash paid for income taxes                              $   200,000        $    60,000
                                                         ===========        ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2000 AND 1999
--------------------------------------------------------------------------------

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 generally  accepted  accounting  principles 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 ended  January 31, 2000 may not be  indicative of the results that may be
expected for the year ending October 31, 2000. For further  information , please
refer to the consolidated financial statements and notes thereto included in the
Company's Form 10K/A for the year ended October 31, 1999.

2. 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. Below is the reconciliation required by
SFAS No. 128.

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

                                                            Three Months Ended
                                                                January 31,
                                                             2000        1999
                                                           ---------   ---------
Average number of common shares outstanding - Basic        2,011,787   2,005,121

Dilutive shares from common stock options calculated
 using the treasury stock method                              81,347          --
                                                           ---------   ---------
Average number of common and dilutive shares outstanding   2,093,134   2,005,121
                                                           =========   =========

3. 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.

                                       7
<PAGE>
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.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JANUARY 31, 2000 AND 1999

Total  revenues for the quarter  ended  January 31, 2000  totaled  approximately
$1,912,000,  an increase of $798,000  from net  revenues of  $1,114,000  for the
quarter ended January 31, 1999. The increase in revenues is primarily due to the
number of  contracts  sold  during the quarter  ended  January 31, 2000 of 8,224
which is an increase of 1,244 from 6,980 contracts sold during the quarter ended
January 31, 1999.

Operating income increased by $186,000 to $125,000 for the quarter ended January
31, 2000,  from an operating  loss of $61,000 for the quarter  ended January 31,
1999.  The  increase is due to the  increase in sales  during the quarter  ended
January 31,  2000  compared to the quarter  ended  January 31,  1999,  partially
offset by an increase in direct costs of $567,000 from  $548,000 to  $1,115,000.
Direct  costs are premiums to insurers  and broker  commissions  relating to VSC
sales. The Company did not start selling VSCs until fiscal 1998.  Therefore,  at
January 31, 2000 there were two years of previously  deferred direct costs being
amortized to expense  compared to only one year of  previously  deferred  direct
costs being amortized to expense in 1999.

Total operating  expenses  including  direct vehicle service contract costs were
$1,787,000  for the quarter ended January 31, 2000,  compared to $1,175,000  for
the quarter  ended  January 31,  1999.  In addition to the  increases  in direct
vehicle service  contract  costs,  there were increases in salaries and employee
benefits and mailings and postage,  as a result of the increase in sales volume.
As a percentage  of net revenues,  operating  expenses were 93.5 percent for the
quarter ended January 31, 2000,  compared to 105.5 percent for the quarter ended
January 31, 1999. The improvement in the margin was  attributable to the greater
increase in revenues relative to the corresponding increases in operating costs.

Total other  income  increased  by $36,000  from  $25,000 for the quarter  ended
January 31, 1999 to $61,000 for the quarter ended January 31, 2000. The increase
was primarily from a $30,000  increase in interest income due to greater amounts
of cash and cash equivalents available for investment during the period.

Net income for the quarter ended January 31, 2000 was $112,000 compared to a net
loss for the quarter ended January 31, 1999 of $22,000, which is a result of the
foregoing factors.

LIQUIDITY AND CAPITAL RESOURCES

COMPARISON OF JANUARY 31, 2000 AND OCTOBER 31, 1999

Working  capital at January 31, 2000  consisted of current  assets of $8,146,000
and current liabilities of $7,186,000,  or a current ratio of 1.13:1. At October
31, 1999,  the current ratio was 1.11:1 with current  assets of  $8,314,000  and
current liabilities of $7,458,000.

As of January 31, 2000, the Company's cash position decreased to $3,807,000 from
$4,350,000  at October 31, 1999.  Of the  $3,807,000,  $239,000 is classified as
restricted  cash; there was $925,000 of restricted cash at October 31, 1999. The
largest  component of the restricted cash  represented  claims payment  advances
provided  by  insurance  companies.  This  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.

                                       8
<PAGE>
Deferred  direct costs,  including  both the current and  non-current  portions,
increased  by $923,000 to  $9,753,000  at January  31, 2000 from  $8,830,000  at
October 31, 1999.  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
Company  started selling VSCs in 1998.  Therefore,  the increase in the costs is
due to an increase in VSC sales over the last two years.

The Company collects funds throughout the year and remits a portion of the funds
to the  insurance  companies.  As of January  31,  2000,  the amount owed to the
insurance companies decreased to $2,257,000 from $2,894,000 at October 31, 1999,
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 $999,000 to  $11,704,000  at January 31, 2000 from  $10,705,000  at
October 31, 1999.  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 Company beginning to sell VSCs in 1998.  Therefore,  the
increase  in the  deferred  revenue is due to an  increase in VSC sales over the
last two years. Additionally, MBI sales have increased over the last five years.

The  Company is not  operating  with a working  capital  line of credit from any
facility or using any other debt instrument.  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 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.

                                       9
<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

        (a) Exhibits

            27 - Financial Data Schedule

        (b) 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 14, 2000
   -----------------------------                  --------------
   Gaylen Brotherson
   Chairman of the Board and
   Chief Executive Officer



By: /s/ Michael J. Zimmerman                Dated: June 14, 2000
   -----------------------------                  --------------
   Michael J. Zimmerman,
   Chief Financial Officer

                                       11