**Table
        of Contents**





**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,
                  2006**or**o**
              
              **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: **000-28221**





**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)





Registrant’s
      telephone number, including area code: 
**(480)-860-2288**





Former
      name, former address and former fiscal year, if changed since last report: 
**None**





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  ýNo
o





Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer.  See definition of 
“accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 
(Check one)
 Large accelerated filer o
                        Accelerated filer o
                        Non-accelerated filer ý
 Indicate
                by check mark if the registrant is a shell company (as defined in
                Rule 12b-2 of
                the Exchange Act).     Yes  oNo ý
 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 June 30,
                    2006:   212,689,313
                    shares.





**Table
          of Contents**





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




**PART
                I - FINANCIAL
                INFORMATION**PageItem 1.
            Consolidated Financial
              StatementsCondensed
                Consolidated Balance Sheets as of
                April 30, 2006 (Unaudited) and October 31, 2005
            3Condensed
                Consolidated Statements of Loss for the three and six monthsended
                April 30, 2006 and 2005 (Unaudited)
            5Condensed
                Consolidated Statements of Stockholders’ Deficit
                as of April 30, 2006(Unaudited)
            6Condensed
                Consolidated Statements of Cash Flows for the six months ended April
                30,
                2006 and 2005 (Unaudited)
            7Notes
                to Condensed Consolidated Financial
                Statements (Unaudited)
            8Item 2.
            Management's
              Discussion and Analysis of Financial Condition
              and Results of Operations
            12Item 3.
            Quantitative
              and
              Qualitative Disclosures About Market Risk
            16Item 4.
            Controls and
              Procedures
            16**PART
                II - OTHER
                INFORMATION**Item
              1.
            Legal
              Proceedings
            17Item
              1A.
            Risk
              Factors
            17Item
              2.
            Unregistered
              Sales of Equity Securities and Use of Proceeds
            18Item
              3.
            Defaults
              Upon Senior Securities
            18Item
              4.
            Submissions
              of Matters to a Vote of Security
              Holders
            18Item
              5.
            Other
              Information
            18Item
              6.
            Exhibits
            18Signatures
            19




2
 **Table
          of Contents**




PART
        I - FINANCIAL
        INFORMATION
 **ITEM
                  1.**
                **CONSOLIDATED
                    FINANCIAL STATEMENTS**
  **M.B.A.
                      HOLDINGS, INC. AND
                      SUBSIDIARIES****CONDENSED
                      CONSOLIDATED BALANCE SHEETS****APRIL
                      30, 2006 AND OCTOBER 31, 2005****ASSETS**
                  
                  **April
                      30,**
                  
                  **October
                      31,****2006**
                  
                  **2005****(Unaudited)**CURRENT
                      ASSETS:Cash
                      and cash equivalents
                  
                  $
                  172,696
                  
                  $
                  545,184Restricted
                      cash
                  
                  
                  118,911
                  
                  
                  25,653Accounts
                      receivable
                  
                  
                  269,220
                  
                  
                  284,502Prepaid
                      expenses and other assets
                  
                  
                  22,510
                  
                  
                  31,481Deferred
                      direct costs
                  
                  
                  2,287,492
                  
                  
                  2,496,606Total
                      current assets
                  
                  
                  2,870,829
                  
                  
                  3,383,426PROPERTY
                      AND EQUIPMENT:Computer
                      equipment
                  
                  
                  348,971
                  
                  
                  332,523Office
                      equipment and furniture
                  
                  
                  207,083
                  
                  
                  208,523Vehicles
                  
                  
                  392,157
                  
                  
                  410,318Leasehold
                      improvements
                  
                  
                  80,181
                  
                  
                  80,182Total
                      property and equipment
                  
                  
                  1,028,392
                  
                  
                  1,031,546Accumulated
                      depreciation and amortization
                  
                  
                  (535,151
                  )
                  
                  (498,274
                  )Property
                      and equipment - net
                  
                  
                  493,241
                  
                  
                  533,272OTHER
                      ASSETSDeposits
                  
                  
                  8,475
                  
                  
                  —Deferred
                      direct costs
                  
                  
                  2,422,228
                  
                  
                  2,925,2562,430,703
                  
                  
                  2,925,256TOTAL
                      ASSETS
                  
                  $
                  5,794,773
                  
                  $
                  6,841,954See
                      notes to condensed consolidated financial statements.




3
 **Table
            of Contents**
  **M.B.A.
                      HOLDINGS, INC. AND SUBSIDIARIES****CONDENSED
                      CONSOLIDATED BALANCE SHEETS (Continued)****APRIL
                      30, 2006 AND OCTOBER 31, 2005****LIABILITIES
                      AND STOCKHOLDERS’ DEFICIT**
                  
                  **April
                      30,**
                  
                  **October
                      31,****2006**
                  
                  **2005****(Unaudited)**CURRENT
                      LIABILITIES:Net
                      premiums payable to insurance companies
                  
                  $
                  353,165
                  
                  $
                  349,000Notes
                      payable - short term
                  
                  
                  404,118
                  
                  
                  458,695Notes
                      payable - officer
                  
                  
                  392,525
                  
                  
                  147,500Accounts
                      payable and accrued expenses
                  
                  
                  770,615
                  
                  
                  721,884Accounts
                      payable - officer
                  
                  
                  300,065
                  
                  
                  175,006Capital
                      lease obligations
                  
                  
                  10,453
                  
                  
                  9,828Deferred
                      revenues
                  
                  
                  2,614,235
                  
                  
                  2,871,093Total
                      current liabilities
                  
                  
                  4,845,176
                  
                  
                  4,733,006Capital
                      lease obligations - net of current portion
                  
                  
                  19,838
                  
                  
                  14,067Notes
                      payable less current portion
                  
                  
                  411,915
                  
                  
                  477,624Deferred
                      income tax liability
                  
                  
                  12,802
                  
                  
                  12,802Deferred
                      revenues
                  
                  
                  2,770,190
                  
                  
                  3,356,602Total
                      liabilities
                  
                  
                  8,059,921
                  
                  
                  8,594,101COMMITMENTS
                      AND CONTINGENCIES
                  
                  
                  —
                  
                  
                  —Minority
                      interest in consolidated subsidiary
                  
                  
                  —
                  
                  
                  —STOCKHOLDERS’
                      DEFICIT:Preferred
                      stock, no par value; $.0001 stated value 100,000,000 sharesauthorized
                      in 2006 and 2005; 2,000,000 Class B non-convertiblepreferred
                      issued and outstanding in 2006 and 2005
                  
                  
                  200
                  
                  
                  200Common
                      stock, no par value, $.0001 stated value, 350,000,000 sharesauthorized
                      (post split), 213,005,313 shares issued (post split) in 2006
                      and209,871,980
                      (post split) in 2005, 212,689,313 shares (post split)outstanding
                      in 2006 and 209,555,980 (post split) in 2005
                  
                  
                  21,300
                  
                  
                  20,987Additional
                      paid-in capital
                  
                  
                  9,917,787
                  
                  
                  9,805,836Accumulated
                      deficit
                  
                  
                  (12,148,935
                  )
                  
                  (11,523,670
                  )Less:
                      316,000 (post split) shares in 2006 and 2005 ofcommon
                      stock in treasury, at cost
                  
                  
                  (55,500
                  )
                  
                  (55,500
                  )Total
                      stockholders’ deficit
                  
                  
                  (2,265,148
                  )
                  
                  (1,752,147
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                  
                  $
                  5,794,773
                  
                  $
                  6,841,954See
                      notes to condensed consolidated financial statements.
 4
 **Table
              of Contents**
  **M.B.A.
                      HOLDINGS, INC. AND
                      SUBSIDIARIES****CONDENSED
                      CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
                      (UNAUDITED)****THREE
                      AND SIX MONTHS ENDED APRIL 30, 2006 AND 2005****Three
                      Months Ended****April 30,**
                  ****
                  **Six
                      Months Ended****April 30,****2006**
                  
                  **2005**
                  
                  **2006**
                  
                  **2005**REVENUES:Vehicle
                      service contract gross income
                  
                  $
                  563,912
                  
                  $
                  933,175
                  
                  $
                  1,205,683
                  
                  $
                  1,891,962Net
                      mechanical breakdown insurance income (cancellations)
                  
                  
                  96,048
                  
                  
                  18,392
                  
                  
                  95,943
                  
                  
                  21,731Brokerage,
                      association and administrative service revenue
                  
                  
                  27,835
                  
                  
                  38,681
                  
                  
                  45,413
                  
                  
                  106,321Motorcycle
                      rental and related revenues
                  
                  
                  185,355
                  
                  
                  —
                  
                  
                  301,901
                  
                  
                  —Licensing
                      and association fees
                  
                  
                  40,749
                  
                  
                  —
                  
                  
                  103,671
                  
                  
                  —Total
                      net revenues
                  
                  
                  913,899
                  
                  
                  990,248
                  
                  
                  1,752,611
                  
                  
                  2,020,014OPERATING
                      EXPENSES:Direct
                      acquisition costs of vehicle service contracts
                  
                  
                  608,886
                  
                  
                  897,126
                  
                  
                  1,167,084
                  
                  
                  1,754,521Costs
                      of motorcycle and insurance premium expense
                  
                  
                  861
                  
                  
                  —
                  
                  
                  27,725
                  
                  
                  —Salaries
                      and employee benefits
                  
                  
                  235,638
                  
                  
                  157,204
                  
                  
                  397,347
                  
                  
                  463,862Mailings
                      and postage
                  
                  
                  3,106
                  
                  
                  10,133
                  
                  
                  7,231
                  
                  
                  22,729Rent
                      and lease expense
                  
                  
                  76,111
                  
                  
                  77,134
                  
                  
                  188,844
                  
                  
                  152,452Professional
                      fees
                  
                  
                  139,525
                  
                  
                  307,355
                  
                  
                  262,289
                  
                  
                  391,283Telephone
                  
                  
                  13,726
                  
                  
                  9,795
                  
                  
                  26,133
                  
                  
                  (9,973
                  )Depreciation
                      and amortization
                  
                  
                  18,438
                  
                  
                  6,313
                  
                  
                  36,876
                  
                  
                  12,693Merchant
                      and bank charges
                  
                  
                  10,879
                  
                  
                  3,185
                  
                  
                  21,450
                  
                  
                  10,043Insurance
                  
                  
                  25,967
                  
                  
                  1,494
                  
                  
                  40,600
                  
                  
                  5,490Supplies
                  
                  
                  16,337
                  
                  
                  2,924
                  
                  
                  22,748
                  
                  
                  6,372License
                      and fees
                  
                  
                  4,732
                  
                  
                  2,384
                  
                  
                  10,084
                  
                  
                  3,901Other
                      operating expenses
                  
                  
                  76,326
                  
                  
                  76,061
                  
                  
                  149,816
                  
                  
                  134,918Total
                      operating expenses
                  
                  
                  1,230,532
                  
                  
                  1,551,107
                  
                  
                  2,358,227
                  
                  
                  2,948,291Equity
                      in net loss of Blue Sky Motorcycle Rentals, Inc.
                  
                  
                  —
                  
                  
                  (20,327
                  )
                  
                  —
                  
                  
                  (40,076
                  )OPERATING
                      LOSS
                  
                  
                  (316,633
                  )
                  
                  (581,186
                  )
                  
                  (605,616
                  )
                  
                  (968,353
                  )OTHER
                      INCOME (EXPENSE):Finance
                      and other fee income
                  
                  
                  3,346
                  
                  
                  1,822
                  
                  
                  5,335
                  
                  
                  3,925Interest
                      income
                  
                  
                  320
                  
                  
                  78
                  
                  
                  431
                  
                  
                  244Interest
                      expense and fees
                  
                  
                  (11,446
                  )
                  
                  (5,109
                  )
                  
                  (17,232
                  )
                  
                  (11,543
                  )Other
                      income
                  
                  
                  (8,195
                  )
                  
                  (31,778
                  )
                  
                  (8,183
                  )
                  
                  (20,639
                  )Other
                      income (expense) - net
                  
                  
                  (15,975
                  )
                  
                  (34,987
                  )
                  
                  (19,649
                  )
                  
                  (28,013
                  )LOSS
                      BEFORE INCOME TAXES
                  
                  
                  (332,608
                  )
                  
                  (616,173
                  )
                  
                  (625,265
                  )
                  
                  (996,366
                  )INCOME
                      TAXES
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —NET
                      LOSS
                  
                  $
                  (332,608
                  )
                  $
                  (616,173
                  )
                  $
                  (625,265
                  )
                  $
                  (996,366
                  )BASIC
                      AND DILUTED NET LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  $
                  (0.01
                  )
                  $
                  (0.00
                  )
                  $
                  (0.02
                  )WEIGHTED
                      AVERAGE NUMBER OF COMMON SHARESOUTSTANDING
                      - BASIC AND DILUTED (Post Split)
                  
                  
                  212,261,822
                  
                  
                  139,872,778
                  
                  
                  211,973,585
                  
                  
                  133,123,570See
                      notes to condensed consolidated financial statements.
 5
 **Table
                  of Contents**
 **M.B.A.
                            HOLDINGS, INC. AND
                            SUBSIDIARIES****CONSOLIDATED
                            STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited)****YEAR
                            ENDED OCTOBER 31, 2005 AND SIX MONTHS ENDED APRIL 30,
                            2006****Total****Additional**
                        
                        **Retained**
                        
                        
                        
                        **Stockholders’****Preferred
                            Stock**
                        
                        **Common
                            Stock**
                        
                        **Paid-In**
                        
                        **Earnings**
                        
                        **Treasury**
                        
                        **(Deficit)****Shares**
                        
                        **Amount**
                        
                        **Shares**
                        
                        **Amount**
                        
                        **Capital**
                        
                        **(Deficit)**
                        
                        **Stock**
                        
                        **Equity**BALANCE
                            NOVEMBER 1, 2004
                        
                        
                        2,000,000
                        
                        $
                        200
                        
                        
                        121,268,264
                        
                        $
                        12,126
                        
                        $
                        2,433,205
                        
                        $
                        (3,668,184
                        )
                        $
                        (55,500
                        )
                        $
                        (1,278,153
                        )Issuance
                              of common shares and exercise of stock options
                        
                        
                        
                        
                        
                        
                        
                        
                        42,603,716
                        
                        
                        4,261
                        
                        
                        2,777,231
                        
                        
                        
                        
                        
                        
                        
                        
                        2,781,492Conversion
                            of preferred to common shares
                        
                        
                        (460,000
                        )
                        
                        (46
                        )
                        
                        46,000,000
                        
                        
                        4,600
                        
                        
                        4,595,400
                        
                        
                        
                        
                        
                        
                        
                        
                        4,599,954Retirement
                            of Class A preferred shares
                        
                        
                        (1,540,000
                        )
                        
                        (154
                        )
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (154
                        )Issuance
                            of preferred shares
                        
                        
                        2,000,000
                        
                        
                        200
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        200Net
                            loss
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        (7,855,486
                        )
                        
                        —
                        
                        
                        (7,855,486
                        )BALANCE
                            OCTOBER 31, 2005
                        
                        
                        2,000,000
                        
                        
                        200
                        
                        
                        209,871,980
                        
                        
                        20,987
                        
                        
                        9,805,836
                        
                        
                        (11,523,670
                        )
                        
                        (55,500
                        )
                        
                        (1,752,147
                        )Issuance
                              of common shares and exercise of stock options (Unaudited)
                        
                        
                        
                        
                        
                        
                        
                        
                        3,133,333
                        
                        
                        313
                        
                        
                        111,951
                        
                        
                        
                        
                        
                        
                        
                        
                        112,264Net
                            loss (Unaudited)
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —
                        
                        
                        (625,265
                        )
                        
                        —
                        
                        
                        (625,265
                        )BALANCE
                            APRIL 30, 2006 (Unaudited)
                        
                        
                        2,000,000
                        
                        $
                        200
                        
                        
                        213,005,313
                        
                        $
                        21,300
                        
                        $
                        9,917,787
                        
                        $
                        (12,148,935
                        )
                        $
                        (55,500
                        )
                        $
                        (2,265,148
                        )See
                            notes to condensed consolidated financial statements.


6
 **Table
              of Contents**
 **M.B.A.
                        HOLDINGS, INC. AND
                        SUBSIDIARIES****CONDENSED
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)****SIX
                        MONTHS ENDED APRIL 30, 2006 AND 2005****April
                        30,****2006**
                    
                    **2005**CASH
                        FLOWS FROM OPERATING ACTIVITIES:Net
                        loss
                    
                    $
                    (625,265
                    )
                    $
                    (996,366
                    )Adjustments
                        to reconcile net loss to net cashused
                        in operating activities:Depreciation
                        and amortization
                    
                    
                    36,877
                    
                    
                    12,693Issuance
                        of stock for services
                    
                    
                    44,634
                    
                    
                    317,382Write-off
                        of Book Value of Vehicle Sold
                    
                    
                    8,789
                    
                    
                    —Equity
                        in net loss of Blue Sky Motorcycle Rentals, Inc.
                    
                    
                    —
                    
                    
                    (40,076
                    )Changes
                        in assets and liabilities:Accounts
                        receivable
                    
                    
                    15,282
                    
                    
                    (171,889
                    )Prepaid
                        expenses and other assets
                    
                    
                    8,970
                    
                    
                    (4,477
                    )Deferred
                        consulting expense
                    
                    
                    —
                    
                    
                    (11,814
                    )Deferred
                        direct costs
                    
                    
                    712,143
                    
                    
                    714,202Net
                        premiums payable to insurance companies
                    
                    
                    4,165
                    
                    
                    (65,481
                    )Accounts
                        payable - officer
                    
                    
                    135,059
                    
                    
                    —Accounts
                        payable and accrued expenses
                    
                    
                    48,731
                    
                    
                    (110,463
                    )Deposits
                    
                    
                    (8,475
                    )
                    
                    —Deferred
                        revenues
                    
                    
                    (843,270
                    )
                    
                    (769,809
                    )Net
                        cash (used in) operating activities
                    
                    
                    (462,360
                    )
                    
                    (1,126,098
                    )CASH
                        FLOWS FROM INVESTING ACTIVITIES:Investment
                        in Blue Sky Motorcycle Rentals, Inc.
                    
                    
                    —
                    
                    
                    (350,000
                    )Payments
                        from Restricted cash
                    
                    
                    (93,258
                    )
                    
                    (5,508
                    )Purchase
                        of Computer Equipment
                    
                    
                    (15,008
                    )
                    
                    —Purchase
                        of Vehicles and Equipment
                    
                    
                    (2,627
                    )
                    
                    —Proceeds
                        of Sale of Vehicle and Equipment
                    
                    
                    12,000
                    
                    
                    —Net
                        cash provided by investing activities
                    
                    
                    (98,893
                    )
                    
                    (355,508
                    )CASH
                        FLOWS FROM FINANCING ACTIVITIES:Proceeds
                        (repayment) of borrowing from officers and affiliates
                    
                    
                    235,025
                    
                    
                    (16,667
                    )Issuance
                        of common stock
                    
                    
                    67,630
                    
                    
                    1,101,260Payments
                        of notes payable
                    
                    
                    (120,286
                    )
                    
                    —Payments
                        on capital lease obligation
                    
                    
                    6,396
                    
                    
                    (3,387
                    )Net
                        cash provided by (used in) financing activities
                    
                    
                    188,765
                    
                    
                    1,081,206NET
                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                    
                    
                    (372,488
                    )
                    
                    (400,400
                    )CASH
                        AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                    
                    
                    545,184
                    
                    
                    782,848CASH
                        AND CASH EQUIVALENTS, END OF PERIOD
                    
                    $
                    172,696
                    
                    $
                    340,584SUPPLEMENTAL
                        DISCLOSURES OF CASH FLOW INFORMATION:Cash
                        paid for interest
                    
                    $
                    5,786
                    
                    $
                    1,442Non
                        Cash Investing and Financing ActivitiesStock
                        issued to employees and consultants for services
                    
                    $
                    44,634
                    
                    $
                    121,541See
                        notes to condensed consolidated financial statements.


7
 **Table
                of
                Contents**




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




**NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **THREE
        MONTHS ENDED APRIL 30, 2006 AND 2005**







**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, 2005, expressed concern about this uncertainty. The accompanying
        condensed consolidated financial statements do not include any adjustment
        that
        might arise from the outcome of this assumption. The unaudited interim condensed
        consolidated financial statements furnished herein reflect all adjustments
        (which include only normal, recurring adjustments) which are, in the opinion
        of
        management, necessary for a fair statement of the results for the interim
        periods presented. Operating results for the three and six months ended April
        30, 2006 may not be indicative of the results of operations that may be expected
        for the year ending October 31, 2006. 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, 2005.


**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 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. SFAS No. 128 requires that loss per common share assuming
        dilution is computed on the same weighted average number of shares of common
        stock outstanding as basic loss per share. The additional shares representing
        the exercise of outstanding common stock options using the treasury stock
        method
        are not considered nor are the dilutive effect of the voting rights of the
        Class
        B preferred stock and employee stock options for the same reason. The 10-1
        forward stock split, the 1 for 100 stock dividend and the 1 for 200 stock
        dividend are reflected retroactively for all periods presented. At April
        30,
        2006, the Company had 6,150,010 stock options outstanding that have been
        excluded from the diluted loss per share calculation because inclusion of
        such
        would be anti-dilutive.


**3.**
            **LIQUIDITY
                AND GOING CONCERN**





The
        Company has incurred losses in prior years and in both quarters of 2006 and
        expects such losses to continue through 2006. In fiscal 2005 and earlier
        periods, the Company has used funds obtained from the exercise of stock options
        by its employees to supplement funds provided by operations. In the current
        fiscal quarter a related party has advanced funds on demand notes and through
        the deferral of rent payments (See Note 4) in order to overcome working capital
        deficiencies. The Company has granted the related party, Cactus Family
        Investments, LLC, a security interest in all of its unencumbered assets.
        There
        is no assurance that additional advances will be made if additional working
        capital is required. The Company’s auditors have expressed a doubt about the
        Company’s ability to continue as a going concern in their opinion. Based upon
        the foregoing, the accompanying condensed consolidated financial statements
        have
        been prepared assuming the Company will continue as a going concern. The
        Company
        is attempting to reverse this downward trend of its motorcycle rental
        operations, with increased marketing contacts with other Internet vendors
        and
        further expansion into the motorcycle market through its subsidiaries, National
        Motorcycle Dealers Association, LLC., Rent 2 Ride Nationwide, LLC., Blue
        Sky
        Motorcycle Rentals, Inc. and the Street Eagle licensed
        dealerships.


8
 **Table
          of Contents**




**4.**
            **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 $46,350 for the three months ending April 30, 2006 and $72,376
        for the
        three months ended January 31, 2006 and 2005. The current lease expires on
        January 31, 2008.
 
 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.




**5.**
            **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 and on July 7, 2004, the M.B.A. Holdings. Inc. Employee
          Stock Incentive Plan for the Year 2004 -B. These plans have 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 plans, employees are granted options
          to
          purchase Company stock at specified prices. The plan is administered by
          the
          Compensation Committee of the Board of Directors and is authorized to grant
          options for up to 128,000,000 shares of the common stock of the Company.
          As of
          April 30, 2006, the Company has granted options for a total of 118,275,000
          shares to selected employees. There were no options granted during the
          current
          quarter and no compensation expense was recorded in the three months ended
          April
          30, 2006. As of April 30, 2006, there were 2,500,000 options outstanding
          under
          this plan.
 
 On
          that
          same date, the Company also adopted the M.B.A. Holdings, Inc. Non-Employee
          Directors and Consultants Retainer Stock Plan for 2004 and the M.B.A. Holdings,
          Inc. Non-Employee Directors and Consultants Retainer Stock Plan for 2004-B.
          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 22,000,000 shares of the common
          stock
          of the Company. As of April 30, 2006, the Company has granted options for
          a
          total of 19,987,000 shares to selected directors/consultants. Compensation
          expense of $5000 was recorded in connection with these transactions in
          the
          quarter ended April 30, 2006. As of April 30, 2006 there were 2,013,000
          options
          outstanding under this plan.
 
 **6.**
                **BUSINESS
                    SEGMENTS**
 During
            the fiscal quarter ended April 30, 2006 and the fiscal year ended October
            31,
            2005, the Company operated in two business segments: Extended Warranty
            Sales and
            Servicing and Motorcycles. The Company’s reportable segments are strategic
            business units that offer different products and services. They are managed
            separately based on the fundamental differences in their operations.
            The
            Motorcycle segment became a reportable segment during 2005.
 
 The
            Extended Warranty Sales and Servicing segment consists of Mechanical
            Breakdown
            Administrators, Inc. that markets and administers vehicular mechanical
            breakdown
            insurance (“MBI”) policies and sells contracts for repair services to vehicles
            (“VSCs”). The MBI policies and VSC contracts are for the repair of automobiles,
            light trucks, recreational vehicles, motorcycles, boats and certain automotive
            components, that
            are
            sold though Credit Unions, Auto, Recreational Vehicle, and Motorcycle
            Dealers,
            and via Direct Mail and Inbound Telemarketing with call centers in several
            cities, including Scottsdale, Az., Baton Rouge, La., and the Atlanta
            Area.
 9
 **Table
                    of
                    Contents**
 The
            Motorcycle segment offers motorcycles and off road vehicles for rental
            both
            through Company owned and operated locations and through licensees. The
            segment
            also provides assistance to Motorcycle Dealer Members in being professional,
            successful, and profitable businesses through special services, products
            and
            programs through the National Motorcycle Dealers Association.
 
 Information
            by industry segment is set forth below for the quarter ended April 30,
            2006 and
            2005, and the year ended October 31, 2005:
  **April
                  30, 2006**
              ****
              **April
                  30, 2005**Net
                  revenues:Extended
                  Warranty Sales and Servicing
              
              $
              687,795
              
              $
              934,196Motorcycles
              
              
              226,104
              
              
              56,052913,899
              
              
              990,248Loss
                  from operations:Extended
                  Warranty Sales and Servicing
              
              
              280,407
              
              
              491,881Motorcycles
              
              
              36,226
              
              
              89,305316,633
              
              
              581,186**April
                  30, 2006**
              ****
              ****
              **October
                  31, 2005**Identifiable
                  assets:Extended
                  Warranty Sales and Servicing
              
              
              607,131
              
              
              1,042,301Motorcycles
              
              
              455,487
              
              
              377,7911,062,618
              
              
              1,420,092Deferred
                  policy acquisition costs:Extended
                  Warranty Sales and Servicing
              
              
              4,709,720
              
              
              5,421,862Motorcycles
              
              
              None
              
              
              None


**7.**
            **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 has been named as a party to a lawsuit involving the plaintiff
          and the
          former owner of Blue Sky Motorcycle Rentals, Inc. (“BSMR”). The complaint
          alleges that the Company and the former owner of BSMR improperly utilized
          certain assets of the plaintiff as security for its borrowings. The Company
          has
          responded to the complaint by denying the allegations and intends to vigorously
          pursue all defenses available.
 
 The
          Company has received a letter from an attorney representing the former
          owner of
          BSMR that alleges wrong doing, including securities violations, on the
          part of
          the Company and contends that certain of the representations and warranties
          made
          at the time of the purchase of BSMR were incorrect. The Company denies
          the
          allegations and contends that the former owner of BSMR misrepresented the
          ownership and location of BSMR’s assets and misled the Company concerning the
          amount of BSMR’s liabilities. The former owner has refused to transfer ownership
          of all BSMR’s assets to the Company. The Company has unilaterally terminated its
          consulting contract with the former owner of BSMR and believes it has no
          further
          obligations thereunder. At the direction of the Board of Directors of the
          Company, a subcommittee has been formed to vigorously pursue the location
          and
          title to the BSMR assets and to use all defenses available to answer any
          formal
          complaint received. To this end, the subcommittee has retained a legal
          firm to
          represent it in this matter and to pursue all possible claims against the
          former
          owner. MBA Holdings, Inc and MBA, Inc. has filed a complaint in the Superior
          Court of the State of Arizona, Case Number CV2006-004615, and were most
          recently
          awarded a Partial Judgment in the amount of $622,000.00, and eleven (11)
          Domain
          Names and eleven (11) Websites including www.blueskymotorcyclerentals.com .
          The
          monetary award far exceeds the amount of a Note Payable to the former owner
          on
          the books of MBA, Inc. in the amount of $83,000. At the time of filing
          of this
          document, no formal summons has been received relating alleged company
          wrong
          doing, however a formal complaint has been filed against the former owner
          of
          BSMR which resulted in a formal judgment against the former owner.
 10
 **Table
                  of
                  Contents**
 The
          Company maintains a reserve for claims arising in the ordinary course of
          business and believes that this reserve is sufficient to cover the costs
          of such
          claims. On the basis of information presently available, management does
          not
          believe the settlement of any such claims or lawsuits will have a material
          adverse effect on the financial position, results of operations or cash
          flows of
          the Company.
 
 Pursuant
          to the terms of employment agreements entered into with the former owner
          of
          Escape Eagles, Inc. and the 50% owner of iDigital, LLC, the Company is
          obligated
          to award each of them 200,000 common shares of M.B.A. Holdings, Inc. as
          additional compensation for each year of service that they complete with
          the
          Company.


**8.**
            **NEW
                ACCOUNTING PRONOUNCEMENTS**





In
          January 2003, the FASB issued FIN No. 46, *Consolidation
          of Variable Interest Entities* (“FIN
          46”) that is an interpretation of Accounting Research Bulletin No. 51, *Consolidated
          Financial Statements* .
          FIN 46
          requires a variable interest entity (“VIE”) to be consolidated by a company that
          is considered to be the primary beneficiary of that VIE. In December 2003,
          the
          FASB issued FIN No. 46 (revised December 2003), *Consolidation
          of Variable Interest Entities* (“FIN
          46-R”) to address certain FIN 46 implementation issues. The Company has
          determined that FIN 46 does not require the consolidation of Cactus Family
          Investments, LLC, an entity owned by the majority shareholders of the
          Company.
 
 In
          December 2004, the FASB published FASB Statement No. 123 (R), *Share-Based
          Payment* ,
          (“FAS
          123 (R)”) which will provide investors and other users of financial statements
          with more complete and neutral financial information by requiring that
          the
          compensation cost relating to share-based payment transactions be recognized
          in
          financial statements. That cost will be measured based on the fair value
          of the
          equity or liability instruments issued. The Company is required to and
          will
          apply FAS 123 (R) at October 31, 2006. Since the options that are currently
          outstanding are exercisable at prices that are at or above current market
          values, the Company does not expect that implementation will have a material
          effect on its reported results of operations.
 
 In
          December 2004, the FASB issued Statement No. 153, *Exchanges
          of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
          for
          Non-monetary Transactions* (“FAS
          153”). The amendments made by FAS 153 are based on the principle that exchanges
          of non-monetary assets should be measured based on the fair value of the
          assets
          exchanged. The Company has adopted FAS 153 in these statements.
 
 In
          May
          2005, the FASB issued FAS 154 ***,***  *Accounting
          Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB
          Statement No. 3.* This
          Statement requires retrospective application to prior periods’ financial
          statements of changes in accounting principle, unless it is impracticable
          to
          determine either the period-specific effects or the cumulative effect of
          the
          change. It shall be effective for accounting changes and corrections of
          errors
          made in fiscal years beginning after December 15, 2005. The Company will
          adopt
          this Statement in fiscal 2006. The Company does not expect that implementation
          will have a material effect on its reported results of operations.
 **9.**
                **RECLASSIFICATIONS**
  Certain
            prior period amounts have been reclassified to conform to the current
            period
            presentation.


11
 **Table
          of Contents**




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




The
            following discussion should be read in conjunction with the condensed
            consolidated 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 consolidated
            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 condensed 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.
  12
 **Table
                  of Contents**
  **SIGNIFICANT
            EVENTS**
 
 In
            December 2004, the Company acquired a 50% interest in Blue Sky Motorcycle
            Rentals, Inc. (BSMR) for the sum of $350,000 in cash. BSMR is a Colorado
            corporation that serves the motorcycle rental industry through the rental
            of its
            motorcycles out of Denver and through its internet web sites that offer
            a
            reservation system to those desiring to rent motorcycles throughout the
            United
            States. BSMR has licensed its name and business plan to motorcycle rental
            stores
            located within the southwestern United States. The former owner of BSMR
            entered
            into a consulting contract with the Company to provide a continuity of
            services.
            The Company purchased the remaining 50% equity interest in April 2005
            by
            forgiving $75,000 of indebtedness owed to it by the former owner of BSMR
            and by
            issuing a note in the amount of $200,000 payable in installments over
            the next
            twelve months, but MBA has since found out that 48% percent of the stock
            in Blue
            Sky was encumbered by a large loan which was not disclosed to MBA. The
            Company
            amended and extended the consulting contract with the former owner of
            BSMR to
            acquire his services for a period of eight (8) years. The Company unilaterally
            terminated this consulting contract during the year ended October 31,
            2005. Blue
            Sky - Denver rental store was closed by the former owner in December
            2005. MBA
            Holdings, Inc and MBA, Inc. has filed a complaint in the Superior Court
            of the
            State of Arizona, Case Number CV2006-004615, and were most recently awarded
            a
            Partial Judgment in the amount of $622,000.00, and eleven (11) Domain
            Names and
            eleven (11) Websites including www.blueskymotorcyclerentals.com .
            The
            monetary award far exceeds the balance due on the Note Payable to the
            former
            owner in the amount of $83,000.
  MBA
            has
            returned to it’s root business plan by restarting it’s Direct Mail and Inbound
            Telemarketing with call centers in several cities, including Scottsdale,
            Az.,
            Baton Rouge, La., and Atlanta. These call centers produced additional
            gross
            sales of $272,000.00 for April, May, and June 2006.
  MBA,
            and
            other marketers of third party VSC and MBI contracts, may find it difficult
            to
            maintain their sales and profit margins should the major automakers resume
            0%
            financing. This is because MBA acquires most of its business through
            alternative
            financing sources such as credit unions.
  In
            May
            2005, the Company purchased the assets of Street Eagle, Inc., Rent2Ride
            Nationwide, Inc. and Rent2Ride Arizona, Inc. (“R2R”) for the sum of $200,000
            payable in monthly installments over an eleven (11) month period. The
            R2R
            companies are engaged in the motorcycle rental business in Hawaii and
            are the
            owners of computer software that is specifically designed to be used
            in a
            motorcycle rental location. The R2R purchase gave the Company access
            to this
            series of specialty programs that it intends to incorporate into its
            own and its
            licensed locations. The company has opened a Rent 2 Ride store Murphysboro,
            Tenn. We have opened Street Eagle Rental stores in Spring of 2006 in
            Mountain
            View, California, San Antonio, Texas and Maui, Hawaii
  In
            July
            2005, the Company acquired the assets of Liberty Motorcycle Rentals,
            LLC
            (“Liberty”), an Arizona Limited Liability Company located in Tempe, AZ for the
            sum of $20,000 in cash, the issuance of 500,000 unregistered shares of
            M.B.A.
            Holdings, Inc. common stock valued at $18,500 which was based on the
            stock’s
            trading price at the time of issue, the issuance of a note in the amount
            of
            $105,180 and the assumption of $54,820 of indebtedness relating to the
            assets
            acquired. The Company now operates a motorcycle rental location in the
            Liberty
            leased facility under the name WorldWide Rentals, LLC (“WorldWide”). One of the
            former owners of Liberty has accepted a three-year employment contract
            with
            WorldWide. The other former owner of Liberty has accepted a consulting
            contract
            with Mechanical Breakdown Administrators, Inc. and WorldWide covering
            a one year
            period.
  In
            July
            2005, in two concurrent transactions, the Company also acquired certain
            of the
            assets of Escape Eagles, Inc. for the sum of $200,000 and 200,000 unregistered
            shares of M.B.A Holdings, Inc. common stock valued at $8,000 which was
            based on
            the stock’s trading price at the time of issue. The purchase price was paid with
            the payment of $100,000 in cash and the issuance of a note in the amount
            of
            $100,000. The note is payable in equal monthly installments over a one
            year
            period. The Company acquired all of the outstanding equity of Escape
            Eagles,
            Inc. with the issuance of a note in the amount of $300,000. The note
            is payable
            in equal monthly installments over a three year period beginning on the
            first
            anniversary of the closing of the transactions. Escape Eagles, Inc. operates
            a
            motorcycle rental facility in Las Vegas, NV.
 13
 **Table
                  of Contents**
 **RESULTS
            OF OPERATIONS**
 
 **COMPARISON
            OF THE THREE MONTHS ENDED April 30, 2006 AND 2005**
 
 **NET
            REVENUES**
 
 Net
            revenues for the fiscal quarter ended April 30, 2006 totaled $914,000,
            down $76,000 from the $990,000 recognized in the quarter ended April 30, 2005. The decline is the result
            of
            continuing competitive pressures being experienced by the Company from
            vehicle
            manufacturers and other competitors as well as legislative changes in
            certain
            states that limited the companies that were allowed to underwrite policies
            in
            those states. In addition, the Company has not been able to generate
            significant
            revenues from its motorcycle rental operations.
 
 **OPERATING
            EXPENSES**
 
 Operating
            Expenses decreased to $1,230,000 in the quarter ending April 30,
            2006 .
            This
            was a decrease of $321,000 from the $1,551,000 reported for the quarter
            ended
            April 30, 2005. The closure of the Blue Sky Motorcycle Rentals, Inc.
            in Denver,
            CO this past November was beneficial to the operating costs in the motorcycle
            segment, while the balance of the decrease is attributable to the Company’s
            continued efforts at cost containment. The decline in operating costs
            was
            moderated some by the appearance of price inflation in the economy this
            year
            owing to higher energy costs.
 
 **OTHER
            INCOME (EXPENSE)**
 
 Total
            other income/expense for the quarter ended April 30, 2006 was an expense
            of
            $16,000. This
            was an improvement of $19,000 over the $35,000 expense reported in the
            corresponding quarter of 2005 .
            The
            previous year had seen far more miscellaneous entries posted to this
            account
            than the current year.
 
 **COMPARISON
            OF THE SIX MONTHS ENDED April 30, 2006 AND 2005**
 
 **NET
            REVENUES**
 
 The
            downward trend in revenues that has been noted in prior periods continued
            in the
            six months ended April 30, 2006 with net revenues down $267,000 from
            the
            comparable six months in 2005. The decline is the result of continuing
            competitive pressures being experienced by the Company from vehicle
            manufacturers and other competitors as well as legislative changes in
            certain
            states that limited the companies that were allowed to underwrite policies
            in
            those states. In addition, the Company has not been able to generate
            significant
            revenues from its motorcycle rental operations.
  **OPERATING
            EXPENSES**
 
 Operating
            Expenses decreased to $2,358,000 in the six months ending April 30, 2006.
            This
            was a decrease of $590,000 from the $2,948,000 reported for the six months
            ended
            April 30, 2005. The
            closure of the Blue Sky Motorcycle Rentals, Inc. in Denver, CO this past
            November was beneficial to the operating costs in the motorcycle segment,
            while
            the balance of the decrease is attributable to the Company’s continued efforts
            at cost containment. The decline in operating costs was moderated some
            by the
            appearance of price inflation in the economy this year owing to higher
            energy
            costs.
 14
 **Table
                  of Contents**
 **OTHER
            INCOME (EXPENSE)**
 
 Total
            other income/expense for the six months ended April 30, 2006 was a $35,000
            expense. This
            was an increase of $7,000 over the $28,000 expense reported in the corresponding
            period of 2005 .
            The
            previous year had seen far more miscellaneous entries posted to this
            account
            than the current year.
 
 **LIQUIDITY
            AND CAPITAL RESOURCES**
 
 The
            Company has incurred losses in prior years and in both quarters of 2006
            and
            expects such losses to continue through 2006. In fiscal 2005 and earlier
            periods, the Company has used funds obtained from the exercise of stock
            options
            by its employees to supplement funds provided by operations. In the current
            fiscal quarter a related party has advanced funds on demand notes and
            through
            the deferral of rent payments in order to overcome working capital deficiencies.
            The Company has granted the related party, Cactus Family Investments,
            LLC, a
            security interest in all of its unencumbered assets. There is no assurance
            that
            additional advances will be made if additional working capital is required.
            The
            Company’s auditors have expressed a doubt about the Company’s ability to
            continue as a going concern in their opinion. The Company is attempting
            to
            reverse this downward trend with its motorcycle rental operations, with
            increased marketing contacts with other Internet vendors and further
            expansion
            into the motorcycle market through its subsidiary, National Motorcycle
            Dealers
            Association, LLC, Rent 2 Ride, Blue Sky Motorcycle Rentals and its Street
            Eagle
            licensed dealerships. The Company is seeking to grow its warranty business
            by
            means of a direct mail marketing program of a product warranty facilitated
            by
            inbound telemarketing. with call centers in several cities, including
            Scottsdale, Az., Baton Rouge, La., and in the Atlanta Area these call
            centers
            produced additional gross sales of $272,000.00 for April, May, and June
            2006.
  The
            Company anticipates new warranty products for autos, Recreational Vehicles,
            and
            motorcycles. These new products will be marketed by MBA and member dealers
            of
            NMDA, Street Eagle, Rent2Ride, and Blue Sky. This growth will require
            additional
            capital through either borrowings or infusions of equity.
 
 **SEASONALITY**
 
 The
            motorcycle rental business is seasonal in nature in that sales increase
            as
            weather becomes favorable and decline as weather worsens. To mitigate
            this
            affect on sales, the Company expects to relocate its rental assets with
            seasonal
            changes to its owned and/or licensed locations having the most favorable
            expected weather for motorcycle riding.
 
 **COMPARISON
            OF APRIL 30, 2006 AND OCTOBER 31, 2005**
 
 Working
            capital at April 30, 2006 consisted of current assets of $2,871,000 and
            current
            liabilities of $4,845,000, for a current ratio of 0.59 : 1. At
            October 31, 2005 the working capital ratio was 0.71 : 1 with current
            assets of
            $3,383,000 and current liabilities of $4,733,000. 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 $843,000 while Deferred Direct Costs decreased $712,000
            from
            balances at October 31, 2005. 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 is due to the overall decline in new policy sales that has
            been
            experienced over the last several years and changes in the contract terms
            of
            contracts in the deferral pool.
 
 The
            Company collects funds throughout the year and remits a portion of the
            funds to
            the insurance companies. As of April 30, 2006, the amount owed to insurance
            companies, $353,000, is little changed from the $349,000 owed at October
            31, 2005.


15
 **Table
              of Contents**


**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 insurance companies
            such as Old Republic Insurance Company and Capital Assurance Risk Retention
            Group, Inc., 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.
 
 The
            Company does not have any variable interest rate outstanding debt or
            long-term
            receivables. Therefore, it is not subject to significant interest rate
            risk.


**ITEM
                4.**
            **CONTROLS
                AND PROCEDURES**





We
          have
          evaluated, with the participation of our Chief Executive Officer/ Chief
          Financial Officer, the effectiveness of our disclosure controls and procedures
          as of the end of the period covered by this report. Based on that evaluation,
          the Chief Executive Officer/Chief Financial Officer has concluded that
          our
          disclosure controls and procedures were not effective as of the end of
          the last
          reporting period and have moved to improve the controls covered by this
          report
          and appointed a new Audit company Epstein, Weber and Conover of Scottsdale,
          Arizona.
 
 It
          has
          been noted that a material weakness exists in the internal controls over
          the
          newly acquired assets namely BSMR. It was noted that the recent experiences
          with
          the acquisition of BSMR clearly indicated that these controls needed to
          be
          reinforced in order to create an acceptable level of control over those
          assets,
          we have we have moved to enforce . Further, in December, 2005, the Company’s
          Chief financial officer resigned and the CEO has been acting as replacement.
          As
          such, the Company identified a material weakness due to a lack of a chief
          financial officer with appropriate knowledge of US GAAP and SEC reporting
          requirements. The Company has recognized these weaknesses and has established
          a
          group to evaluate those controls and to recommend changes to those internal
          controls to the Board of Directors.
 
 It
          should
          be noted that any system of controls, however well designed and operated,
          can
          provide only reasonable, not absolute, assurance that the objectives of
          the
          system are met. In addition, the design of any control system is based
          in part
          upon certain assumptions about the likelihood of future events. Because
          of these
          and other inherent limitations of control systems, there can be no assurance
          that any design will succeed in achieving its stated goals
          under all potential future conditions, regardless of how remote.
 16
 **Table
              of Contents**


**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 has been named as a party to a lawsuit involving the plaintiff and
        the
        former owner of Blue Sky Motorcycle Rentals, Inc. (“BSMR”). The complaint
        alleges that the Company and the former owner of BSMR improperly utilized
        certain assets of the plaintiff as security for its borrowings. The Company
        has
        responded to the complaint by denying the allegations and intends to vigorously
        pursue all defenses available.
 
 The
        Company has received a letter from an attorney representing the former owner
        of
        BSMR that alleges wrong doing, including securities violations, on the part
        of
        the Company and contends that certain of the representations and warranties
        made
        at the time of the purchase of BSMR were incorrect. The Company denies the
        allegations and contends that the former owner of BSMR misrepresented the
        ownership and location of BSMR’s assets and misled the Company concerning the
        amount of BSMR’s liabilities. The former owner has refused to transfer ownership
        of all of BSMR’s assets to the Company. The Company has unilaterally terminated
        its consulting contract with the former owner of BSMR and believes it has
        no
        further obligations thereunder. At the direction of the Board of Directors
        of
        the Company, a subcommittee has been formed to vigorously pursue the location
        and title to the BSMR assets and to use all defenses available to answer
        any
        formal complaint received. To this end, the subcommittee has retained a legal
        firm to represent it in this matter and to pursue all possible claims against
        the former owner. MBA Holdings, Inc and MBA, Inc. has filed a complaint in
        the
        Superior Court of the State of Arizona, Case Number CV2006-004615, and were
        most
        recently awarded a Partial Judgment in the amount of $622,000.00 total, and
        eleven (11) Domain Names and eleven (11) Websites including www.blueskymotorcyclerentals.com .
        The
        monetary award far exceeds the amount of a Note Payable balance of $83,000
        to
        the former owner on the books of MBA, Inc. At the time of filing of this
        document, no formal summons has been received relating alleged company wrong
        doing, however a formal complaint has been filed against the former owner
        of
        BSMR which resulted in a formal judgment against the former owner.
 
 The
        Company maintains a reserve for claims arising in the ordinary course of
        business and believes that this reserve is sufficient to cover the costs
        of such
        claims. On the basis of information presently available, management does
        not
        believe the settlement of any such claims or lawsuits will have a material
        adverse effect on the financial position, results of operations or cash flows
        of
        the Company.


**ITEM 1A.**
                        **RISK
                            FACTORS**
  In
            addition to the risk factors enumerated in Form 10K under Item 1A, it
            should be
            noted that during the current fiscal quarter a related party has advanced
            funds
            on demand notes and through the deferral of rent payments (See Note 4)
            in order
            to overcome working capital deficiencies. In prior years, the Company
            has
            granted the related party, Cactus Family Investments, LLC, a security
            interest
            in all of its unencumbered assets. There is no assurance that additional
            advances will be made if additional working capital is required. Based
            upon the
            foregoing, the accompanying condensed consolidated financial statements
            have
            been prepared assuming the Company will continue as a going concern.
 
 The
            Company has incurred a loss in May 2006 and expects such losses to continue
            thru
            2006. The Company is attempting to reverse this downward trend with its
            Direct
            Mail Warranty sales and inbound telemarketing call center and had gross
            sales of
            $272,000.00 from the new Direct Mail Call Center activities and expect
            this
            trend to continue, motorcycle rental operations, with increased marketing
            contacts with other Internet vendors and with further expansion into
            the
            motorcycle market through its subsidiary, National Motorcycle Dealers
            Association, LLC and its Street Eagle licensed dealerships. There is
            no
            assurance that these efforts will be successful in reversing the trend
            of
            operating losses.
 17
 **Table
                  of Contents**


**ITEM 2.**
                  **UNREGISTERED
                      SALES OF EQUITY SECURITIES AND USE OF
                      PROCEEDS**
  None
 **ITEM 3.**
                  **DEFAULTS
                      UPON SENIOR SECURITIES**
  None
 **ITEM 4.**
                **SUBMISSIONS
                    OF MATTERS TO A VOTE OF SECURITY
                    HOLDERS**
 None
 **ITEM 5.**
                **OTHER
                    INFORMATION**
 
 None


**ITEM 6.**
                **EXHIBITS**
 
 Exhibit
                31
              Certification
                  of Chief Executive Officer and Acting 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
                32
              Certification
                  of Chief Executive Officer and Acting Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002
  18
 **Table
            of Contents**
 
 **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.
 **M.B.A.
                  HOLDINGS, INC.**Dated: 
                  July 17, 2006
                By:
                /s/ Gaylen
                  M. BrothersonGaylen
                    M. Brotherson
                  Chairman of the Board, Chief Executive Officer
                    and
                  Chief Financial
                    Officer
 19