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, 2005

                                       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 31, 2005: 186,536,492 shares.


<PAGE>


MBA Holdings, Inc and Subsidiaries

<TABLE>
<CAPTION>

                                    PART I - FINANCIAL INFORMATION
<S>                                                                                                       <C>
Item 1   Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of April 30, 2005  (Unaudited) and October 31, 2004              2

Condensed Consolidated Statements of Loss and Comprehensive Loss for the three and six months
ended April 30, 2005 and 2004  (Unaudited)                                                                4

Condensed Consolidated Statements of Stockholders' Deficit as of April 30, 2005                           5

Condensed Consolidated Statements of Cash Flows for the six months ended
April 30, 2005 and 2004  (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                                       13

Item 4. Controls and Procedures                                                                           13

                                      PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                                                13

Signatures                                                                                                14

Certifications                                                                                            14

</TABLE>


<PAGE>

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

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2005 AND OCTOBER 31, 2004
--------------------------------------------------------------------------------

ASSETS                                               April 30,       October 31,
                                                        2005            2004
                                                    -----------     -----------
                                                    (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                         $   340,584     $   782,848
  Restricted cash                                        24,086          18,578
  Accounts receivable                                   549,628         377,739
  Prepaid expenses and other assets                      13,520           1,706
  Inventory                                               4,477            --
  Deferred direct costs                               2,862,764       3,096,094
                                                    -----------     -----------
           Total current assets                       3,795,059       4,276,965
                                                    -----------     -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                    332,523         330,605
  Office equipment and furniture                        153,619         140,259
  Vehicles and shop equipment                           119,220          15,000
  Leasehold improvements                                 87,072          80,182
                                                    -----------     -----------
           Total property and equipment                 692,434         566,046
  Accumulated depreciation and amortization            (469,343)       (456,650)
                                                    -----------     -----------
           Property and equipment - net                 223,091         109,396

OTHER ASSETS
  Goodwill                                              520,853            --
  Deferred direct costs                               3,783,029       4,263,901
                                                    -----------     -----------
          Total Other Assets                          4,303,882       4,263,901
                                                    -----------     -----------

TOTAL ASSETS                                        $ 8,322,032     $ 8,650,262
                                                    ===========     ===========

See notes to condensed consolidated financial statements.



                                       2
<PAGE>

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

<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2005 AND OCTOBER 31, 2004
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                        April 30,          October 31,
                                                                                                         2005               2004
                                                                                                     -----------        -----------
                                                                                                     (Unaudited)
<S>                                                                                                  <C>                <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                                                        $   265,170        $   330,651
  Note payable                                                                                           183,333               --
  Insurance deposits from members                                                                         15,301               --
  Accounts payable and accrued expenses                                                                  546,464            656,927
  Accounts payable to affiliated entity                                                                   99,469            416,566
  Capital lease obligation - current portion                                                               6,788              7,059
  Deferred revenues                                                                                    3,339,283          3,606,028
                                                                                                     -----------        -----------
           Total current liabilities                                                                   4,455,808          5,017,231

Capital lease obligations  - net of current portion                                                         --                3,116
Deferred income tax liability                                                                             12,802             12,802
Deferred revenues                                                                                      4,392,202          4,895,256
                                                                                                     -----------        -----------
           Total liabilities                                                                           8,860,812          9,928,405
                                                                                                     -----------        -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, no par value; $.0001 stated value 100,000,000 shares
  authorized,  2,000,000 Class B voting preferred issued and outstanding
   in 2005, 2,000,000 Class A voting convertible preferred issued and
   outstanding in 2004                                                                                       200                200
  Common stock, no par value, $.0001 stated value, 350,000,000 shares
   authorized (post split) in 2005, 800,000,000 authorized (post split) in 2004,
   179,277,492 shares issued (post split) in 2005 and 120,450,492 (post split)
    in 2004, 178,961,492 shares (post split) outstanding in 2005 and
    120,134,492 (post split) in 2004                                                                      17,928             12,045
  Additional paid-in-capital                                                                           4,163,142          2,433,286
  Accumulated deficit                                                                                 (4,664,550)        (3,668,184)
  Less: 316,000 (post split) shares in 2005 and 2004 of
   common stock in treasury, at cost                                                                     (55,500)           (55,500)
                                                                                                     -----------        -----------
        Total STOCKHOLDERS' equity (deficit)                                                            (538,780)        (1,278,153)
                                                                                                     -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                 $ 8,322,032        $ 8,650,252
                                                                                                     ===========        ===========

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

                                       3
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE  LOSS (UNAUDITED)
THREE AND SIX MONTHS ENDED APRIL 30, 2005 AND 2004
------------------------------------------------------------------------------------------------------------------------------------
                                                                     Three Months Ended April 30,       Six Months Ended April 30,
                                                                   ------------------------------    -------------------------------
                                                                       2005              2004            2005              2004
                                                                   -------------    -------------    -------------    --------------
<S>                                                                <C>              <C>              <C>              <C>
REVENUES:
  Vehicle service contract gross income                            $     933,175    $   1,236,913    $   1,891,962    $   2,464,794
  Net mechanical breakdown insurance income                               18,392           15,663           21,731           55,158
  Brokerage, association and administrative service revenue               38,681           72,964          106,321          139,708
                                                                   -------------    -------------    -------------    -------------
           Total net revenues                                            990,248        1,325,540        2,020,014        2,659,660
                                                                   -------------    -------------    -------------    -------------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts                  897,126        1,155,010        1,754,521        2,306,868
  Salaries and employee benefits                                         157,204          242,647          463,862          425,999
  Mailings and postage                                                    10,133           (1,450)          22,729            1,282
  Rent and lease expense                                                  77,134           77,488          152,452          153,162
  Professional fees                                                      307,355           42,465          391,283           72,535
  Telephone                                                                9,795           15,844           (9,973)          41,402
  Depreciation and amortization                                            6,313            9,018           12,693           18,157
  Merchant and bank charges                                                3,185            2,368           10,043            5,378
  Insurance                                                                1,494            5,262            5,490            9,288
  Supplies                                                                 2,924            1,020            6,372            2,139
  License and fees                                                         2,384            3,900            3,901            7,776
  Other operating expenses                                                76,061           15,920          134,919           35,013
                                                                   -------------    -------------    -------------    -------------
           Total operating expenses                                    1,551,107        1,569,492        2,948,291        3,078,999
                                                                   -------------    -------------    -------------    -------------

Equity in net loss of Blue Sky Motorcycle Rentals, Inc.                  (20,327)            --            (40,076)            --
                                                                   -------------    -------------    -------------    -------------

OPERATING LOSS                                                          (581,186)        (243,952)        (968,353)        (419,339)
                                                                   -------------    -------------    -------------    -------------
OTHER INCOME (EXPENSE):
  Finance and other fee income                                             1,822           19,103            3,925           37,417
  Interest income                                                             78               30              244            3,952
  Interest expense and fees                                               (5,109)         (14,078)         (11,543)         (28,296)
  Other income (expense)                                                 (31,778)            --            (20,639)            --
                                                                   -------------    -------------    -------------    -------------
           Other income (expense) - net                                  (34,987)           5,055          (28,013)          13,073
                                                                   -------------    -------------    -------------    -------------
LOSS BEFORE INCOME TAXES                                                (616,173)        (238,897)        (996,366)        (406,266)
INCOME TAXES                                                                --               --               --             11,817
                                                                   -------------    -------------    -------------    -------------
NET LOSS                                                           $    (616,173)   $    (238,897)   $    (996,366)   $    (418,083)
                                                                   =============    =============    =============    =============

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING -- BASIC AND DILUTED (Post Split)                      139,872,778       21,193,537      133,123,570       20,742,804
                                                                   =============    =============    =============    =============

Net loss                                                           $    (616,173)   $    (238,897)   $    (996,366)   $    (418,083)
Other comprehensive gain net of tax:
    Net unrealized gain on available-for-sale securities                    --               --               --               --
                                                                   -------------    -------------    -------------    -------------
Comprehensive loss                                                 $    (616,173)   $    (238,897)   $    (996,366)   $    (418,083)
                                                                   =============    =============    =============    =============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       4
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEAR ENDED OCTOBER 31, 2004 AND SIX MONTHS ENDED APRIL 30, 2005
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                       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, 2003                              --      $      --       21,825,492   $     2,062   $   280,801   $       119

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

 Issuance of common shares                            --             --       98,625,000          9,983      1,952,685        --

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

  Net loss                                            --             --             --            --            --            --
                                                 ---------    -----------    -----------   -----------   -----------   ------------
BALANCE OCTOBER  31, 2004                        2,000,000            200    120,450,492        12,045     2,433,286          --

 Issuance of common shares:

   Stock options to employees                         --             --        8,400,000           840     1,098,245          --

   Consultants                                        --             --        4,102,000           410       319,029          --

   Other shares issued                                --             --          325,000            33          --            --

 Conversion and retirement of Class A           (2,000,000)          (200)    46,000,000         4,600       312,582          --
    preferred shares

 Issuance of Class B preferred shares            2,000,000            200           --            --            --            --

Net loss                                              --             --             --            --            --            --
                                                 ---------    -----------    -----------   -----------   -----------   ------------
BALANCE APRIL 30, 2005                           2,000,000    $       200    179,277,492   $    17,928   $ 4,163,142          --
                                                 =========    ===========    ===========   ===========   ===========   ============
</TABLE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEAR ENDED OCTOBER 31, 2004 AND SIX MONTHS ENDED APRIL 30, 2005
------------------------------------------------------------------------------------------------------------------------------------


                                            Retained                        Total
                                            Earnings       Treasury     STOCKHOLDERS'
                                            (Deficit)        Stock     Equity (Deficit)
                                           -----------    -----------  ----------------
<S>                                        <C>            <C>            <C>
BALANCE NOVEMBER 1, 2003                   $(2,458,729)   $   (55,500)   $(2,231,247)

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

 Issuance of common shares                        --             --        1,962,668

 Issuance of preferred shares                     --             --          200,000

  Net loss                                  (1,209,455)          --       (1,209,455)
                                           -----------    -----------    -----------
BALANCE OCTOBER  31, 2004                   (3,668,184)       (55,500)    (1,278,153)

 Issuance of common shares:

   Stock options to employees                     --             --        1,099,085

   Consultants                                    --             --          319,439

   Other shares issued                            --             --               33

 Conversion and retirement of Class A             --             --          316,982
    preferred shares

 Issuance of Class B preferred shares             --             --              200

Net loss                                      (996,366)          --         (996,366)
                                           -----------    -----------    -----------
BALANCE APRIL 30, 2005                     $(4,664,550)   $   (55,500)   $  (538,780)
                                           ===========    ===========    ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED APRIL 30, 2005 AND 2004
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         April 30,
                                                                                                           2005             2004
                                                                                                       -----------      -----------
<S>                                                                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                             $  (996,366)     $  (418,083)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                                                         12,693           18,157
       Issuance of preferred stock in exchange for related party debt                                      317,382          200,000
      Equity in net loss of Blue Sky Motorcycle Rentals, Inc.                                              (40,076)            --
      Advances to Blue Sky Motorcycle Rentals, Inc.                                                        (25,000)            --
      Changes in assets and liabilities:
        Restricted cash                                                                                     (5,508)         270,978
        Accounts receivable                                                                               (171,889)        (169,205)
        Inventory                                                                                           (4,477)            --
        Prepaid expenses and other assets                                                                  (11,814)           1,457
        Deferred direct costs                                                                              714,202          118,904
        Net premiums payable to insurance companies                                                        (65,481)         (61,911)
        Insurance deposits from members                                                                     15,301             --
        Accounts payable and accrued expenses                                                             (110,463)          36,126
        Deferred rent                                                                                         --             (4,809)
        Deferred income taxes                                                                                 --             11,844
        Deferred revenues                                                                                 (769,809)         (60,583)
                                                                                                       -----------      -----------
           Net cash (used in) operating activities                                                      (1,141,305)         (57,125)
                                                                                                       -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in Blue Sky Motorcycle Rentals, Inc.                                                         (255,777)            --
  Purchase of property and equipment                                                                      (126,388)         (11,716)
  Purchase of investments                                                                                     --            117,084
                                                                                                       -----------      -----------
          Net cash provided by (used in) investing activities                                             (382,165)         105,368
                                                                                                       -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Note payable - Blue Sky Motorcycle Rentals, Inc. acquisition                                            (16,667)            --
   Proceeds (repayment) of borrowing from affiliated entity                                                   --           (196,897)
   Proceeds of borrowing from related party                                                                   --             29,894
   Issuance of common stock                                                                              1,101,260           90,558
   Payments on capital lease obligation                                                                     (3,387)          (2,882)
                                                                                                       -----------      -----------
          Net cash provided by (used in) financing activities                                            1,081,206          (79,327)
                                                                                                       -----------      -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                               (442,264)         (31,084)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                             782,848          448,240
                                                                                                       -----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                               $   340,584      $   417,156
                                                                                                       ===========      ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                             $     1,442      $     6,778
                                                                                                       ===========      ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED April 30, 2005 AND 2004
--------------------------------------------------------------------------------

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, 2004,  expressed  concern about this  uncertainty.  The accompanying
financial  statements  do not include any  adjustment  that might arise from the
outcome of this assumption. The unaudited interim financial statements furnished
herein  reflect  all   adjustments   (which   include  only  normal,   recurring
adjustments)  that 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, 2005 may not be  indicative  of the
results of operations that may be expected for the year ending October 31, 2005.
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, 2004.

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 and the 1 for 100 stock dividend are reflected retroactively for all
periods   presented.   As  of  April  30,  2005  there  were  7,800,010  options
outstanding.

3. ACQUISITIONS & NOTE PAYABLE

In December  2004,  the Company  acquired a 50% interest in Blue Sky  Motorcycle
Rentals,  Inc. (Blue Sky), a company that operates a motorcycle  rental business
in Colorado and has sold its business  model to similar  operations  in Arizona,
California,  New  Mexico,  Nevada  and  Florida.  Its  business  plan  envisions
significant expansion into other vacation markets as well as motorcycle exchange
programs among the participants to maximize the usage of the rental motorcycles.
The owner has  agreed to  consult  with the  Company  in order to  continue  the
business  expansion  of Blue  Sky.  In April  2005,  the  Company  acquired  the
remaining  50%  interest  in Blue Sky and is  integrating  it into the  National
Motorcycle Dealers  Association  operations that were begun in the Fall of 2004.
In connection  with the  acquisition,  the Company issued its note to the former
owner in the amount of $200,000.  Then docs not bear  interest and is payable in
12 equal monthl installments.

4. INCOME TAXES

There is no current  provision  for income taxes in the periods  ended April 30,
2005 and 2004 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.

                                       7
<PAGE>

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 now considered
doubtful,  a valuation  allowance has been  provided to eliminate  that asset in
both the current  period and the year ended  October 31,  2004.  A deferred  tax
provision was made for the six months ended April 30, 2004.

5. 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 $70,376 and  $73,204  for the three  months  ended April 30 , 2005 and
2004 and $142,753 and $147,220 for the six months ended April 30, 2005 and 2004.
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.

6. 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 Class A  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 5 above), in exchange
for $200,000 of rent and other debt due to that entity.

At the same time,  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
20,617,870 shares by means of a 10 - 1 forward stock split.

On November 12, 2004,  the Company  declared a stock dividend equal to one share
of common stock for each one hundred  shares owned by  shareholders  on November
26,  2004.  The  Company  issued  1,207,622  new shares in payment of that stock
dividend.

On March 31, 2005, the Company honored the request of Cactus Family Investments,
LLC to convert  460,000  shares of the  Company's  Class A Preferred  Stock into
46,000,000  shares of its  common  stock and to donate the  remaining  preferred
shares to the Company as a contribution to its capital. In addition, the Company
created a Class B  Preferred  Stock  consisting  of  3,000,000  shares  that are
assigned the voting power of one hundred (100) voting shares for each  Preferred
Stock  share.  The Class B  Preferred  shares are not  convertible  into  common
shares.  The  Company  subsequently  issued  the  2,000,000  shares  of  Class B
Preferred Stock to Cactus Family  Investments,  LLC, an affiliated  company (See
Note 5 above),  in  exchange  for  $317,382  of rent and other  debt due to that
entity.

On April 18,  2005,  the  Company  decreased  its  authorized  common  shares to
350,000,000 no par value shares with a stated value of $.0001 per share.

As of April 30, 2005,  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 continues to explore additional
uses of the stock.


                                       8
<PAGE>
7. 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,  2005,  the  Company has  granted  options for a total of  104,527,000
shares to  selected  employees.  Compensation  expense of $8,710 and $82,427 was
recorded in connection with these transactions in the three and six months ended
April 30, 2005, respectively.  In the three and six months ended April 30, 2004,
$50,984 was recorded as compensation expense relating to this stock option plan.
As of April 30, 2005, there were 2,650,000 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, 2005, the Company has
granted    options   for   a   total   of   11,552,000    shares   to   selected
directors/consultants.   Compensation  expense  of  $207,109  and  $413,652  was
recorded in connection with these transactions in the three and six months ended
April 30, 2005, respectively.  In the three and six months ended April 30, 2004,
$49,500 was recorded as compensation expense relating to this stock option plan.
As of April 30, 2005 there were 3,300,000 options outstanding under this plan.

8. SIGNIFICANT CUSTOMERS

In 2004 a major manufacturer  accounted for $1,750,893 of VSC revenues or 33% of
the 2004 Net  Commission  Income.  The contract  with the  manufacturer  was not
renewed at its  expiration on December 31, 2004.  The Company is seeking ways to
replace this business through acquisitions and other avenues.

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 has been notified by Heritage Warranty  Insurance RRG, Inc. that its
Administration Agreement and Profit Sharing Agreement dated September 1, 2000 as
well as a Claims  Reserve  Account  and a Second  Amendment  to Inboard  Service
Agreement  dated  October  31,  2002  will  be  cancelled,  subject  to  certain
conditions,  effective  May 1, 2005.  The Company has entered  into an agreement
with  Capitol  Assurance  Risk  Retention  Group,  Inc.  to provide  replacement
coverage.  The Company is  attempting  to achieve a seamless  transition  of its
business  to the new  insurance  company.  The  Company's  agreements  with  Old
Republic  Insurance  Company,  Warranty  America,  LLC, First Assured  Insurance
Company and AON Warranty Company remain in effect.

                                       9
<PAGE>
10. NEW ACCOUNTING PRONOUNCEMENTS

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

In December  2004, the FASB issued  Statement No. 153,  Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions  ("FAS  153").  The  amendments  made by FAS 153 are  based  on the
principle that  exchanges of nonmonetary  assets should be measured based on the
fair value of the assets  exchanged.  The Company has adopted FAS 153 at October
31, 2004.

On June 1, 2005, the FASB issued Statement No. 154, Accounting Changes and Error
Corrections,  a replacement  of APB Opinion No. 20 and FASB Statement No. 3. The
Statement applies to all voluntary changes in accounting principle,  and changes
the  requirements  for  accounting  for and  reporting of a change in accounting
principle.  The  Company  will  adopt FAS 154 at  November  1, 2005 and does not
anticipate any material change to its operating results.

12. RECLASSIFICATIONS

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


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.


                                       10
<PAGE>
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, in some cases,  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.

SIGNIFICANT EVENTS

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

In December  2004,  the Company  acquired a 50% interest in Blue Sky  Motorcycle
Rentals,  Inc. (Blue Sky) that operates a motorcycle rental business in Colorado
and has sold its business  model to similar  operations in Arizona,  California,
New  Mexico,  Nevada  and  Florida.  Its  business  plan  envisions  significant
expansion into other vacation  markets as well as motorcycle  exchange  programs
among the  participants  to maximize  the usage of the rental  motorcycles.  The
owner has agreed to consult  with the Company in order to continue  the business
expansion of Blue Sky. In April 2005,  the Company  acquired the  remaining  50%
interest in Blue Sky and is integrating it into the National  Motorcycle Dealers
Association operations that are discussed in the preceding paragraph.

As  discussed  in Note 9, the  Company has been  notified  by Heritage  Warranty
Insurance  RRG,  Inc.  that its  Administration  Agreement  and  Profit  Sharing
Agreement  dated  September  1, 2000 as well as a Claims  Reserve  Account and a
Second  Amendment to Inboard  Service  Agreement  dated October 31, 2002 will be
cancelled, subject to certain conditions, effective May 1, 2005. The Company has
entered into an agreement with Capitol  Assurance Risk Retention Group,  Inc. to
provide replacement coverage.  The Company has achieved a seamless transition of
its business to the new insurance  company.  The Company's  agreements  with Old
Republic  Insurance  Company,  Warranty  America,  LLC, First Assured  Insurance
Company and AON Warranty Company remain in effect.

                                       11
<PAGE>
Income Taxes

There is no current  provision  for income taxes in the periods  ended April 30,
2005 and 2004 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,  2004.  A deferred  tax
provision was made for the three months ended January 31, 2004.

The Internal  Revenue Service has completed an examination of the tax year 2002.
Adjustments were made to the loss carryforward balances because certain expenses
that  were  deducted  in  that  year  were  not  paid  in  accordance  with  the
requirements of the Internal  Revenue Code. These expenses will be deducted when
paid in the current and future years.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED APRIL 30, 2005 AND 2004

NET REVENUES

Net revenues for the fiscal quarter ended April 30, 2005 totaled $990,000,  down
$40,000 from the  $1,030,000  recognized  in the quarter ended January 31, 2005.
The  decrease  is the result of the  Company's  loss of its major  manufacturing
customer's  VSC sales.  The loss was offset this quarter by the recording of the
final sales from the  manufacturer  and from revenues derived from NMDA and Blue
Sky operations (approximately $56,000).

OPERATING EXPENSES

Operating costs decreased to $1,551,000 in the quarter ended April 30, 2005 down
$18,000 from the  $1,569,000  expended in the quarter ended April 30, 2004.  The
decrease is the result of added expenses incurred in the continuing  development
of NMDA and of the added expenses incurred in connection with the acquisition of
the second half of the equity  position  in Blue Sky  Motorcycle  Rentals,  Inc.
offset by lower direct acquisition costs of policies.

The winter  off-season has contributed to the net loss incurred by both Blue Sky
and NMDA. The existence of both Blue Sky and NMDA has been met with enthusiastic
acceptance  by  motorcycle  dealers  throughout  the country.  Both entities are
looking  forward to the summer  riding season as the first true testing of their
business plans.

OTHER INCOME (EXPENSE)

Total other income (expense) declined in the quarter ended April 30, 2005 and in
the six month period when compared to the same periods of 2004. The 2004 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
2005 period  included  lesser amounts of fee income and included higher interest
expense charges.

INCOME TAXES

There was no  provision  for income  taxes in the quarter  and six months  ended
April 30, 2005  because the Company  has already  recovered  all federal  income
taxes paid in prior years to the extent available.  In the quarter ended January
31, 2004, a 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.


                                       12
<PAGE>
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 2005 and expects such losses to continue  further into
2005.  The  Company is  pursuing  the  development  of NMDA,  Blue Sky and other
warranty products in its ongoing efforts to stem the losses.

COMPARISON OF April 30, 2005 AND OCTOBER 31, 2004

Working  capital at April 30, 2005 consisted of current assets of $3,795,000 and
current liabilities of $4,456,000, or a current ratio of 0.85: 1. At October 31,
2004 the working capital ratio was 0.85: 1 with current assets of $4,277,000 and
current  liabilities  of $5,017,000.  The ratio moved only slightly  during this
quarter  despite a continuing  demand for funds to support the growth efforts of
NMDA and Blue Sky.  Loans from the  Company's  principal  shareholder  and funds
derived  from  the  exercise  of stock  options  have  funded  this  growth  and
continuing operations.

Deferred  Revenues  decreased  $770,000  while Deferred  Direct Costs  decreased
$714,000  from  balances  at October  31,  2004.  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 have
been experienced over the last several quarters and from 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, 2005, the amount owed to insurance
companies  decreased $65,000 from the balance at October 31, 2004. 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 Old Republic  Insurance  Company and Heritage
Warranty Mutual Insurance 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  outstanding  debt or  long-term  receivables.
Therefore, it is not subject to significant interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

In the quarter ended April 30, 2005, 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 lost the services of our
assistant  controller  at the end of the fiscal year ended  October 31, 2004 and
have recently hired a replacement.  As a result, the significant weakness in our
internal controls that was noted in the prior quarter is being corrected.  We do
not expect to be late in  preparing  the normal  schedules  and  reconciliations
associated  with the preparation of our quarterly  financial  statements in this
and future quarters.

                                       13
<PAGE>

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

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 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

         Form 8K Current  Report was filed April 15, 2005.  This Current  Report
         stated that the  Company had  acquired  the  remaining  50% of Blue Sky
         Motorcycle  Rentals,  Inc.  and  that a  Class  B  Preferred  Stock  of
         3,000,000  shares was created and approved by the State of Nevada April
         15,  2005.  The Class B Preferred  Stock has been  assigned  the voting
         power of one  hundred  (100)  voting  shares for each  Preferred  Stock
         share.  The Company  issued  2,000,000 of such shares to Cactus  Family


                                       14
<PAGE>

         Investments,  LLC  ("Cactus"),  a Limited  Liability  Company owned and
         controlled by Gaylen M.  Brotherson,  the Company's  CEO, in return for
         $317,382.50 of past due rents that were due to Cactus.

         In a related  transaction,  Cactus converted  460,000 shares of Class A
         Preferred Stock into 46,000,000 shares of common stock and returned the
         remaining 1,540,000 Class A Convertible  Preferred Stock to the Company
         as a contribution to capital.  The Board of Directors directed that the
         shares so received be cancelled.



                                   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, 2005                       By: /s/ Gaylen Brotherson
-------------------                       --------------------------------------
                                          Gaylen Brotherson
                                          Chairman of the Board and
                                          Chief Executive Officer


Dated: June 14, 2005                      By: /s/ Dennis M. O'Connor
--------------------                      --------------------------------------
                                          Dennis M. O'Connor
                                          Chief Financial Officer





                                       15