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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended April 30, 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 Identification No.)
incorporation or organization)

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

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

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

[ ]  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 ___

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

Number of Common Stock shares (no par value,  $0.0001 stated value)  outstanding
at May 1, 2004: 25,651,870 shares.


<PAGE>
MBA Holdings, Inc

                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
Item 1   Financial Statements

Condensed Consolidated Balance Sheets as of April 30, 2004 (Unaudited) and October 31, 2003               2

Condensed Consolidated Statements of Loss and Comprehensive Loss for the three and six months
ended April 30, 2004 and 2003 (Unaudited)                                                                 4

Condensed Consolidated Statements of Shareholder Deficit                                                  5

Condensed Consolidated Statements of Cash Flows for the six months ended
April 30, 2004 and 2003 (Unaudited)                                                                       6

Notes to Condensed Consolidated Financial Statements                                                      7

Item 2   Management's Discussion and Analysis of Financial Condition and Results of Operations           10

Item 3   Quantitative and Qualitative Disclosures about Market Risk                                      12

ITEM 4. Controls and Procedures                                                                          13

                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                                               13

Signatures                                                                                               14

Certifications                                                                                           15
</TABLE>



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

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2004 AND OCTOBER 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------

ASSETS                                                                                           April 30,               October 31,
                                                                                                  2004                      2003
                                                                                               -----------              -----------
                                                                                               (Unaudited)
<S>                                                                                            <C>                      <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                                    $   417,156              $   448,240
  Restricted cash                                                                                   20,459                  291,437
  Investments                                                                                         --                    117,203
  Accounts receivable                                                                              401,389                  232,184
  Prepaid expenses and other assets                                                                  3,791                    5,248
  Deferred direct costs                                                                          3,161,069                3,730,410
                                                                                               -----------              -----------
           Total current assets                                                                  4,003,864                4,824,722
                                                                                               -----------              -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                                                               320,844                  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                                                            556,285                  544,569
  Accumulated depreciation and amortization                                                       (444,818)                (426,661)
                                                                                               -----------              -----------
           Property and equipment - net                                                            111,467                  117,908

Deferred direct costs                                                                            5,254,969                4,804,532
                                                                                               -----------              -----------

TOTAL ASSETS                                                                                   $ 9,370,300              $ 9,747,162
                                                                                               ===========              ===========

<FN>
See notes to condensed consolidated financial statements
</FN>
</TABLE>

                                       2
<PAGE>

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

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2004 AND OCTOBER 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                April 30,          October 31,
                                                                                                       2004                2003
                                                                                                   ------------        ------------
                                                                                                   (Unaudited)
<S>                                                                                                <C>                 <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                                                      $    674,531        $    736,442
  Accounts payable and accrued expenses                                                                 658,882             622,756
  Line of credit borrowings                                                                                --               196,897
  Accounts payable to affiliated entity                                                                 546,203             516,309
  Capital lease obligation - current portion                                                             13,301               7,882
  Deferred revenues                                                                                   3,963,882           4,332,133
                                                                                                   ------------        ------------
           Total current liabilities                                                                  5,856,799           6,412,419

Capital lease obligations  - net of current portion                                                        --                 8,301
Deferred rent                                                                                              --                 4,809
Deferred income tax liability                                                                            16,510               4,666
Deferred revenues                                                                                     5,855,882           5,548,214
                                                                                                   ------------        ------------
           Total liabilities                                                                         11,729,191          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), 25,967,870 shares issued (post split) in 2004 and
    20,617,870 (post split) in 2003, 25,651,870 shares (post split)
    outstanding in 2004 and 20,301,870 (post split) in 2003                                               2,597               2,062
  Additional paid-in-capital                                                                            570,624             280,801
  Accumulated other comprehensive loss                                                                     --                   119
  Accumulated deficit                                                                                (2,876,812)         (2,458,729)
  Less: 316,000 (post split) shares of common stock in treasury,
   at cost                                                                                              (55,500)            (55,500)
                                                                                                   ------------        ------------
        Total stockholders' deficit                                                                  (2,358,891)         (2,231,247)
                                                                                                   ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                        $  9,370,300        $  9,747,162
                                                                                                   ============        ============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

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

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE  LOSS (UNAUDITED)
THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Three Months Ended April 30,       Six Months Ended April 30,
                                                                    -----------------------------     -----------------------------
                                                                        2004             2003             2004             2003
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
REVENUES:
  Vehicle service contract gross income                             $  1,236,913     $  1,325,527     $  2,464,794     $  2,674,111
  Net mechanical breakdown insurance income                               15,663           27,771           55,158           51,971
  MBI administrative service revenue                                      72,964           68,198          139,708          136,188
                                                                    ------------     ------------     ------------     ------------
           Total net revenues                                          1,325,540        1,421,496        2,659,660        2,862,270
                                                                    ------------     ------------     ------------     ------------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts                1,155,010        1,251,877        2,306,868        2,518,313
  Salaries and employee benefits                                         242,647          259,832          425,999          511,890
  Mailings and postage                                                    (1,450)           2,308            1,282            4,330
  Rent and lease expense                                                  77,488           89,939          153,162          161,559
  Professional fees                                                       42,465           28,765           72,535           63,885
  Telephone                                                               15,844           42,355           41,402           67,621
  Depreciation and amortization                                            9,018           17,893           18,157           35,798
  Merchant and bank charges                                                2,368            1,928            5,378            3,711
  Insurance                                                                5,262            5,958            9,288            8,120
  Supplies                                                                 1,020            3,059            2,139            7,352
  License and fees                                                         3,900            7,593            7,776           12,145
  Other operating expenses                                                15,920           31,483           35,013           52,379
                                                                    ------------     ------------     ------------     ------------
           Total operating expenses                                    1,569,492        1,742,990        3,078,999        3,447,103
                                                                    ------------     ------------     ------------     ------------
OPERATING LOSS                                                          (243,952)        (321,494)        (419,339)        (584,833)
                                                                    ------------     ------------     ------------     ------------
OTHER INCOME (EXPENSE):
  Finance and other fee income                                            19,103           39,320           37,417           49,478
  Interest income                                                             30            1,655            3,952            3,944
  Interest expense and fees                                              (14,078)          (2,620)         (28,296)          (4,138)
                                                                    ------------     ------------     ------------     ------------
           Other income (expense) - net                                    5,055           38,355           13,073           49,284
                                                                    ------------     ------------     ------------     ------------
LOSS BEFORE INCOME TAXES                                                (238,897)        (283,139)        (406,266)        (535,549)
INCOME TAXES                                                                --             46,219           11,817            6,352
                                                                    ------------     ------------     ------------     ------------
NET LOSS                                                            $   (238,897)    $   (329,358)    $   (418,083)    $   (541,901)
                                                                    ============     ============     ============     ============

BASIC AND DILUTED NET LOSS PER SHARE                                $      (0.01)    $      (0.02)    $      (0.02)    $      (0.03)
                                                                    ============     ============     ============     ============

AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING -- BASIC AND DILUTED                                    21,193,537       19,801,870       20,742,804       19,801,870
                                                                    ============     ============     ============     ============

Net loss                                                            $   (238,897)    $   (329,358)    $   (418,083)    $   (541,901)
Other comprehensive gain net of tax:
    Net unrealized gain on available-for-sale securities                    --                851             --                877
                                                                    ------------     ------------     ------------     ------------
Comprehensive loss                                                  $   (238,897)    $   (328,507)    $   (418,083)    $   (541,024)
                                                                    ============     ============     ============     ============

<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEAR ENDED OCTOBER 31, 2003 AND SIX MONTHS ENDED APRIL 30, 2004
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                         Accumulated
                                                    Preferred Stock              Common Stock                Additional    Other
                                              -------------------------   -----------------------------         Paid   Comprehensive
                                                Shares         Amount         Shares          Amount        In-Capital     Income
                                              ---------      ----------   -------------    ------------     -----------  -----------
<S>                                           <C>            <C>          <C>               <C>            <C>            <C>
BALANCE, NOVEMBER 1, 2002                                                     2,011,787     $     2,012    $   200,851    $  (5,418)

  Unrealized gain on
   available-for-sale
   securities                                                                                                                 5,537

 Issuance of common shares                                                       50,000              50         79,950

  Net loss                                         --              --             --             --              --             --
                                              ---------      ----------   -------------    ------------     -----------  -----------

BALANCE, OCTOBER 31, 2003                          --              --        2,061,787          2,062         280,801           119

 Realization of gain on
  available-for-sale
  securities                                                                                                                   (119)

 Forward stock split effective
  March 22, 2004                                                            18,556,083

 Issuance of common shares                                                   5,350,000             535         90,023

 Issuance of preferred shares                 2,000,000             200                                       199,800

  Net loss                                         --              --             --             --              --             --
                                              ---------      ----------   -------------    ------------     -----------  -----------
                                              2,000,000             200      25,967,870           2,597         570,624           --
                                              =========      ==========   =============    ============     ===========  ===========
</TABLE>
                                      Retained                        Total
                                      Earnings        Treasury     Stockholders'
                                      (Deficit)        Stock    (Deficit) Equity
                                     ----------      ---------  ----------------
BALANCE, NOVEMBER 1, 2002            $ (673,269)     $ (55,500)      $ (531,324)

  Unrealized gain on
   available-for-sale
   securities                                                             5,537

 Issuance of common shares                                               80,000

  Net loss                           (1,785,460)            -        (1,785,460)
                                     ----------      ---------       ----------

BALANCE, OCTOBER 31, 2003            (2,458,729)       (55,500)      (2,231,247)

 Realization of gain on
  available-for-sale
  securities                                                               (119)

 Forward stock split effective
  March 22, 2004

 Issuance of common shares                                               90,558

 Issuance of preferred shares                                           200,000

  Net loss                             (418,083)            -          (418,083)
                                     ----------      ---------       ----------
                                     (2,876,812)       (55,500)      (2,358,891)
                                     ==========      =========       ==========

See notes to condensed consolidated financial statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED APRIL 30, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 APRIL 30,
                                                                                                     -------------------------------
                                                                                                       2004                 2003
                                                                                                     ---------            ---------
<S>                                                                                                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                           $(418,083)           $(541,901)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                                                     18,157               34,399
      Deferred income taxes                                                                               --                 83,091
      Issuance of preferred stock in exchange for related party loans                                  200,000                 --
      Changes in assets and liabilities:
        Restricted cash                                                                                270,978              134,594
        Accounts receivable                                                                           (169,205)            (120,948)
        Prepaid expenses and other assets                                                                1,457               (5,766)
        Deferred direct costs                                                                          118,904               94,289
        Net premiums payable to insurance companies                                                    (61,911)              46,758
        Accounts payable and accrued expenses                                                           36,126              213,546
        Income taxes receivable                                                                           --                353,774
        Deferred rent                                                                                   (4,809)             (49,572)
         Deferred income taxes                                                                          11,844              (15,315)
        Deferred revenues                                                                              (60,583)            (177,335)
                                                                                                     ---------            ---------
           Net cash provided by operating activities                                                   (57,125)              49,614
                                                                                                     ---------            ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Retirement of equipment                                                                                 --                  1,400
  Purchase of property and equipment                                                                   (11,716)              (9,836)
  Unrealized (gain) loss on available-for-sale securities                                                 --                    877
  Sale of short-term investments                                                                       117,084               44,207
                                                                                                     ---------            ---------
          Net cash provided by (used in) investing activities                                          105,368               36,648
                                                                                                     ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                                                              --                185,288
  Repayments of line of credit drawings                                                               (196,897)            (185,288)
  Proceeds (repayment) of borrowing from related party                                                  29,894              (19,999)
   Issuance of common stock                                                                             90,558                 --
  Payments on capital lease obligation                                                                  (2,882)              (1,255)
                                                                                                     ---------            ---------
          Net cash provided by (used in) financing activities                                          (79,327)             (21,254)
                                                                                                     ---------            ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                                   (31,084)              65,008
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                         448,240              611,520
                                                                                                     ---------            ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                             $ 417,156            $ 676,528
                                                                                                     =========            =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                           $   6,778            $     552
                                                                                                     =========            =========
    Cash received from income tax refunds                                                            $    --              $ 431,186
                                                                                                     =========            =========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED APRIL 30, 2004 AND 2003
--------------------------------------------------------------------------------

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. Accounting principles
assume  the  continuation  of the  Company  as a going  concern.  The  Company's
auditors,  in their  opinion  on the  financial  statements  for the year  ended
October 31, 2003,  expressed  concern about this  uncertainty.  The accompanying
financial  statements  do not include any  adjustment  that might arise from the
outcome of this assumption. In the opinion of management,  the unaudited interim
financial  statements  furnished  herein reflect all adjustments  (which include
only  normal,  recurring  adjustments),  necessary  for a fair  statement of the
results for the interim periods presented.  Operating results for the six months
ended April 30, 2004 may not be  indicative  of the results that may be expected
for the year ending October 31, 2004. For further  information,  please refer to
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's Form 10-K for the year ended October 31, 2003.

2. NET LOSS PER SHARE

Net loss per share is calculated in accordance  with SFAS No. 128,  Earnings Per
Share that  requires dual  presentation  of basic and diluted EPS on the face of
the  statements  of loss and  requires a  reconciliation  of the  numerator  and
denominator of basic and diluted EPS  calculations.  Basic loss per common share
is computed on the weighted average number of shares of common stock outstanding
during each period.  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.  As the company has a net loss for the six months ended
April 30, 2004 and 2003, the average number of outstanding  shares for basic and
dilutive net loss per share is  20,742,804  (post split) in 2004 and  19,801,870
(post split) in 2003.  The 10-1 forward stock split is  reflected.  The dilutive
effect of the voting  rights of the Class A preferred  stock and employee  stock
options are not  reflected  because  dilutive  effects are not reflected in loss
situations.

3. OTHER COMPREHENSIVE GAIN (LOSS)

In March 2004, the Company  completed the liquidation of its  available-for-sale
investments. Accordingly, there were no unrealized gains reported in the current
period.  Other  comprehensive  gain for the three  months  ended  April 30, 2003
resulted from unrealized gains of $851 on available-for-sale investments. During
the six  months  ended  April  30,  2004  and  2003,  there  were $0 and $877 of
unrealized gains on available-for-sale investments, respectively.

4. INVESTMENTS

At  October  31,  2003,  all of the  Company's  investments  are  classified  as
available-for-sale  and are stated at  estimated  fair value  determined  by the
quoted  market  price.  At  April  30,  2004,  the  Company  has  sold  all such
investments and realized all gains and losses.

5. INCOME TAXES

There is no current  provision  for income taxes in the periods  ended April 30,
2004 and 2003 as the Company has recovered all  available  federal  income taxes
paid in previous years.  Similar  provisions for recoverable  state income taxes
were not provided, as Arizona law does not allow for loss carry back.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax basis of assets  and  liabilities  based on income  tax rates
currently in effect.  As the  realization  of deferred tax assets is  considered

                                       7
<PAGE>
doubtful,  a valuation  allowance has been  provided to eliminate  that asset in
both the current quarter and the year ended October 31, 2003.

6. RELATED PARTY TRANSACTIONS

The Company  leases its office space from Cactus  Family  Investments,  LLC on a
month-to-month  basis. The managing member of Cactus Family Investments,  LLC is
Gaylen  Brotherson,  the Chief Executive  Officer.  Rent expense for this office
space was $73,204 and $85,452 for the three months ended April 30, 2004 and 2003
and $147,220 and  $152,443.13  for the six months ended April 30, 2004 and 2003,
respectively.  The current  lease  expired on  December  31, 2003 and is renewed
monthly by agreement between the parties.

From time to time, Gaylen Brotherson,  the Chief Executive Officer, directly and
through an affiliated company, has loaned the Company funds to enable it to meet
its operating expenses. The loans are evidenced by a note that matures on demand
and bears  interest at a rate of 6%. As security  for the loan,  the Company has
granted the  affiliated  company,  Cactus  Family  Investments,  LLC, a security
interest in all of its unencumbered assets.

7. RECAPITALIZATION

In March 2004, the Company increased its authorized but unissued preferred stock
from 20,000,000 shares to 100,000,000  shares,  changed the preferred stock from
$.001 par  value to no par  value,  $.0001  stated  value and  created a Class A
Preferred  Stock  consisting  of  2,000,000  shares that are assigned the voting
power of one  hundred  (100)  voting  shares  for each  Preferred  Stock  share.
Further, each Preferred Stock share is convertible into one hundred (100) Common
Stock  shares at the  option of the holder  thereof.  The  Company  subsequently
issued  the  2,000,000  shares  of  Class A  Preferred  Stock to  Cactus  Family
Investments,  LLC, an  affiliated  company  (See Note 6 above),  in repayment of
$200,000 of rent and other debt due to that entity.

In addition, the Company increased the number of its authorized common shares to
800,000,000, changed the par value of those shares to no par value with a stated
value of $.0001 and increased  its issued Common Stock shares to Twenty  Million
Six Hundred Seventeen Thousand Eight Hundred Seventy shares by means of a 10 - 1
forward stock split.

As of April 30, 2004,  the Company  holds  316,000  (post split)  shares of its'
common stock in the  Treasury.  These shares were  purchased  for the purpose of
retirement and bonuses to employees.  Management will explore additional uses of
the stock.

8. EMPLOYEE STOCK OPTION PLAN

On April 7, 2004, the Company adopted the M.B.A.  Holdings.  Inc. Employee Stock
Incentive Plan for the Year 2004 which has the purpose of advancing the business
and development of the Company and its  shareholders  by affording  employees of
the Company the opportunity to acquire an equity interest in the Company.  Under
the terms of the plan,  employees are granted options to purchase  Company stock
at  specified  prices.  The  options  vest to the  employees  over  time and are
exercisable  at the  employees'  discretion.  The  plan is  administered  by the
Compensation  Committee of the Board of  Directors  and is  authorized  to grant
options for up to  48,000,000  shares of the common stock of the Company.  As of
April 30, 2004, the Company has granted options for 4,250,000 shares to selected
employees.  Compensation  expense of $6,984 was recorded in connection with this
transaction.

On  that  same  date,  the  Company  also  adopted  the  M.B.A.  Holdings,  Inc.
Non-Employee Directors and Consultants Retainer Stock Plan for 2004. The Company
seeks to motivate, retain and attract highly competent directors and consultants
to advance the business and  development of the Company and its  shareholders by
affording  directors  and  consultants  the  opportunity  to  acquire  an equity
interest in the Company.  Under the terms of the plan, directors and consultants
are granted options to purchase  Company stock at specified prices in return for
their services to the Company. The options include a deferral option that allows
the  director/consultant  to defer delivery of the stock  retainer.  The plan is
administered  by the  Compensation  Committee of the Board of  Directors  and is
authorized to grant  options for up to 12,000,000  shares of the common stock of
the Company. As of April 30, 2004, the Company has granted options for 1,100,000
shares to selected  directors/consultants.  Compensation  expense of $44,000 was
recorded in connection with this transaction

                                       8
<PAGE>
9. 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 with one of
its associated insurance companies over alleged wrongdoing, an alleged breach of
its Administrative  Agreement and over reimbursement for claims and cancellation
expenditures.  The Company maintains a $40,000 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.

The Company had  available a $200,000  working  capital line of credit which was
renewed on April 30, 2003 and expired in February,  2004.  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 secured by the Company's  investments.  The line of
credit  was  secured  by a pledge of the  Company's  investments  in  marketable
securities. The line of credit was repaid and cancelled upon its maturity.

10. NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148,  "Accounting for Stock-Based  Compensation - Transition and Disclosure"
("SFAS  148").  SFAS 148  amends  the  transition  provisions  of FASB No.  123,
"Accounting  for  Stock-Based  Compensation"  ("SFAS  123"),  for entities  that
voluntarily  change to the fair  value  method  of  accounting  for  stock-based
compensation.  SFAS 148 also  amends the  disclosure  provisions  of SFAS 123 to
require  prominent  disclosure  about the effects on  reported  net income of an
entity's  accounting  policy  decision  with  respect  to  stock-based  employee
compensation and amends APB Opinion No. 28, "Interim Financial  Reporting" ("APB
28") to require disclosure about such effects in interim financial  information.
The  amendments  to APB 28 for  interim  disclosure  of pro  forma  results  are
effective for interim periods  beginning after December 15, 2002,  which for the
Company  is  the  three  months  ended  April  30,  2003.  The  adoption  had no
significant impact on the Company's financial position or results of operations.

In April 2003, the FASB issued Statement of Financial  Accounting  Standards No.
149,  "Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities"  ("SFAS  149").  SFAS 148 amends  the  provisions  of FASB No.  133,
"Accounting for Derivative Instruments and Hedging Activities" by requiring that
contracts with similar  characteristics be accounted for similarly.  SFAS 149 is
effective  for contracts  entered into after June 30, 2003.  The adoption had no
significant impact on the Company's financial position or results of operations.

In May 2003,  the FASB issued  Statement of Financial  Accounting  Standards No.
150, "Accounting for Certain Financial  Instruments with Characteristics of both
Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and  equity.  SFAS 150 is  effective  for
financial  instruments  entered  into after May 31,  2003.  The  adoption had no
significant impact on the Company's financial position or results of operations.

In December 2003, the FASB issued  Interpretation No. 46 (R),  "Consolidation of
Variable  Interest  Entities"  (FIN 46)  which  requires  the  consolidation  of
variable  interest  entities,  as defined.  FIN 46 is  applicable  to  financial
statements  to be issued by the Company  after 2002;  however,  disclosures  are
required  currently if the Company expects to consolidate any variable  interest
entities. The Company does not currently believe that any material entities will
be consolidated with the Company as a result of FIN 46.

11. RECLASSIFICATIONS

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.

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<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.

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.

CRITICAL ACCOUNTING POLICIES

The  Company  has  prepared  the  accompanying   unaudited  condensed  financial
statements in conformity with accounting  principles  generally  accepted in the
United  States  for  interim  financial  information.  The  preparation  of  the
financial statements requires the use of judgement and estimates that affect the
reported amounts of revenues,  expenses, assets and liabilities. The Company has
adopted  accounting  policies and practices  that are generally  accepted in the
industry in which it operates.  The Company  believes the following are its most
critical   accounting   policies  that  affect  significant  areas  and  involve
management's  judgement and estimates.  If these estimates differ  significantly
from actual results, the impact to the consolidated  financial statements may be
material.

Revenue Recognition

The  Company  receives  a  single  commission  for the  sale of each  mechanical
breakdown  insurance  policy ("MBI") that  compensates it both for the effort in
selling  the  policy,  and  for  providing  administrative  claims  services  as
required.  The Company has no direct liability for claims losses on MBI. It acts
as the issuing  insurance  company's  agent in these  transactions.  The Company
apportions   the   commissions   received  in  a  manner  that  it  believes  is
proportionate to the values of the services  provided.  The revenues relating to
policy sales are recorded in income when the policy  information is received and
approved by the Company. The revenues related to providing administrative claims
services are deferred and recognized in income on a straight-line basis over the
actual life of the policy.

A vehicle service  contract  ("VSC") is a contract for certain defined  services
between the Company and the purchaser.  The Company reinsures its obligations by
obtaining  an  insurance  policy  that  guarantees  its  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.

                                       10
<PAGE>
Income Taxes

There is no current  provision  for income taxes in the periods  ended April 30,
2004 and 2003 as the Company has recovered all  available  federal  income taxes
paid in previous years.  Similar  provisions for recoverable  state income taxes
were not provided, as Arizona law does not allow for loss carry back.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax basis of assets  and  liabilities  based on income  tax rates
currently in effect.  As the  realization  of deferred tax assets is  considered
doubtful,  a valuation  allowance has been  provided to eliminate  that asset in
both the current period and the year ended October 31, 2003.


RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED APRIL 30, 2004 AND 2003

NET REVENUES

Net revenues  for the fiscal  quarter  ended April 30, 2004 totaled  $1,326,000,
down $96,000 from the $1,421,000 recognized in the quarter ended April 30, 2003.
The 6.8%  decline  is the  result  of  continuing  competitive  pressures  being
experienced by the Company from vehicle manufacturers and other competitors.

OPERATING EXPENSES

Operating costs decreased to $1,569,000 in the quarter ended April 30, 2004 down
$173,000 from the  $1,743,000  expended in the quarter ended April 30, 2003. The
decrease is the result of a  continuation  of the  Company's  actions to curtail
expenses  wherever  possible  and of a 7.7%  decrease  in the cost of the mix of
products sold.

OTHER INCOME (EXPENSE)

Total other income declined in the quarter ended April 30, 2004 by approximately
$33,000 over the comparable 2003 quarter.  The 2003 quarter included the receipt
of the 2% fee that was negotiated as a part of the service termination agreement
with two insurance  companies in July 2002. The comparable 2004 Quarter included
significant  interest  expense incurred as a result of borrowings on the line of
credit and from related parties.

INCOME TAXES

There was no  provision  for income  taxes in the  quarter  ended April 30, 2004
because the Company has already recovered all federal income taxes paid in prior
years to the extent  available.  In the quarter ended April 30, 2003,  provision
was  made  for  the tax  consequences  arising  from  changes  in the  temporary
differences created by the fluctuation in the deferred revenue and deferred cost
balances.


COMPARISON OF THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003

NET REVENUES

The downward trend in revenues that has been noted in prior periods continued in
the six months ended April 30, 2004 with net  revenues  down  $202,000  from the
comparable  six  months in 2003.  The  number of  contracts  and  policies  sold
continues to decline as a result of  continuing  competitive  pressure  from the
vehicle manufacturers and others.

OPERATING EXPENSES

Operating  costs  decreased to $3,079,000 in the six months ended April 30, 2004
down  $368,000  from the  $3,447,000  expended in the six months ended April 30,
2003. The decrease is the result of staff  reductions  and expense  curtailments
that have been  instituted  to protect the Company  during this  extended  sales
downturn.

                                       11
<PAGE>
OTHER INCOME (EXPENSE)

Other  income  (expense)  rose  in the  six  months  ended  April  30,  2004  by
approximately  $36,000 over the comparable 2003 period.  As explained above, the
six months in 2003  contained the receipt of the 2% fee that was negotiated as a
part of the service  termination  agreement with two insurance companies in July
2002. The comparable 2004 half year contained this same fee but also included an
additional  $24,000 of interest  expense  incurred as a result of line of credit
borrowings and the accrual of interest due to affiliates.

INCOME TAXES

Provision  for income taxes in the six months ended April 30, 2004 were recorded
in  recognition  of  changes  in  the  temporary   differences  created  by  the
fluctuation in the deferred revenue and deferred cost balances.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  incurred  significant  losses  during the past 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 in order to overcome
working  capital  deficiencies  during the year.  In January  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
the first two quarters of 2004 and expects such losses to continue  further into
2004. The Company  continues to pursue cost cutting  measures,  to relieve it of
obligations to provide uncompensated services and to seek additional business to
reduce working capital needs.

COMPARISON OF APRIL 30, 2004 AND OCTOBER 31, 2003

Working  capital at April 30, 2004 consisted of current assets of $4,004,000 and
current  liabilities of  $5,857,000,  or a current ratio of 0.68 : 1. At October
31,  2003  the  working  capital  ratio  was  0.75 : 1 with  current  assets  of
$4,825,000 and current  liabilities of $6,412,000.  The negative trend continues
as the  Company  has  absorbed  additional  operating  losses.  Loans  from  the
Company's principal shareholder have funded continuing operations.

Deferred Revenues decreased $61,000 and Deferred Direct Costs decreased $119,000
from  balances at October 31, 2003.  Deferred  revenues  consist of unearned VSC
gross sales and estimated  administrative  service fees related to MBI policies.
Deferred  direct costs are costs that are directly  related to the sale of VSCs.
The change results from the overall  decline in sales that has been  experienced
over the last several quarters.

The Company collects funds throughout the year and remits a portion of the funds
to the insurance  companies.  As of April 30, 2004, the amount owed to insurance
companies  decreased $61,000 over the balance at October 31, 2003. The change is
due  to  differences  in the  timing  of  payments  remitted  to  the  insurance
companies.


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  is not  expected to have a material  effect on the Company.
Nevertheless,   the  precise  effect  of  inflation  on  operations   cannot  be
determined.

Under the terms of the Company's VSC  contracts  that are reinsured  with highly
rated insurance  companies such as Fireman's Fund Insurance Company and Heritage
RRG, the Company is primarily  responsible for liability under these  contracts.
In the unlikely event that the third party  reinsuring  companies were unable to
meet their contractual  commitments to the Company,  the Company itself would be
required  to perform  under the  contracts.  Such an event could have a material
adverse effect on the Company's operations.

                                       12
<PAGE>

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

ITEM 4. CONTROLS AND PROCEDURES

In the  quarter  and six  months  ended  April  30,  2004,  we did not  make any
significant  changes in, nor take any corrective  actions regarding our internal
controls or other factors that could  significantly  affect these  controls.  We
periodically  review  our  internal  controls  for  effectiveness  and  we  have
performed  an  evaluation  of  disclosure  controls and  procedures  during this
quarter. We will conduct a similar evaluation each quarter.

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 and of 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 cancellation
expenditures.  The Company maintains a $40,000 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.

Item 2   Changes in Securities and Use of Proceeds

   a.)   Securities  sold - On March 22, 2004 the Company  issued an  additional
         2,000,000  shares of its Class A Preferred  Stock of 2,000,000  shares.
         Each Preferred  Stock share is assigned the voting power of one hundred
         (100) voting  shares of Common Stock.  Further,  each  Preferred  Stock
         share shall be  convertible  into one hundred (100) Common Stock shares
         at  the  option  of  the  holder  thereof.  In  addition,  the  Company
         authorized a 10 for 1 forward stock split of its Common Stock.

   b.)   Underwriters  and other  purchasers  -The new Class A Preferred  shares
         were  exchanged  with Cactus  Family  Investments,  LLC, an  affiliated
         company, in repayment of $200,000 of debt owing to that affiliate.

   c.)   Consideration  - The shares  were  issued at a price of $.10 per share,
         which was  determined  to be the market  price on the date of issuance.
         There was no underwriting discount or commission paid.

   d.)   Exemption  from  registration  claimed  - The  Securities  Act of  1933
         Section 4 (2).

   e.)   Terms of conversion or exercise - Each  Preferred  Stock share shall be
         convertible into one hundred (100) Common Stock shares at the option of
         the holder thereof.

   f.)   Use of proceeds - The Company converted $200,000.00 of the indebtedness
         due to an affiliated  company by issuing the new convertible  preferred
         shares to Cactus Family Investments, LLC.

Item 3   Defaults upon Senior Securities

None

Item 4 Submissions of Matters to a Vote of Security Holders

On March 16, 2004,  pursuant to Nevada statue section  78.315,  the holders of a
majority of the  outstanding  common  stock shares of M.B.A.  Holdings,  Inc., a
Nevada  corporation  (the  "Corporation"),  waived  the  required  notice  of  a
shareholder  meeting and consented to an increase in 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 to an  increase  in its  authorized  Preferred  Stock  shares to One Hundred
Million (100,000,000) shares and change the par value of each Common Stock share
to no par value shares with a stated value $0.0001 per share.

Item 5   Other Information

None

                                       13
<PAGE>

Item 6   Exhibits 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

         None


                                       14
<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.


Dated: June 14, 2004                 By: /s/ Gaylen Brotherson
--------------------                 -------------------------------------------
                                     Gaylen Brotherson
                                     Chairman of the Board and Chief Executive
                                     Officer


Dated: June 14, 2004                 By: /s/ Dennis M. O'Connor
--------------------                 -------------------------------------------
                                     Dennis M. O'Connor
                                     Chief Financial Officer








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