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 January 31, 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 February 28, 2005: 125,286,492 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 January 31, 2005  (Unaudited) and October 31, 2004            2

Condensed Consolidated Statements of Loss and Comprehensive Loss for the three months
ended January  31, 2005 and 2004  (Unaudited)                                                             4

Condensed Consolidated Statements of Stockholders' Deficit (unaudited) as of January 31, 2005             5

Condensed Consolidated Statements of Cash Flows for the nine months ended
January 31, 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
JANUARY 31, 2005 AND OCTOBER 31, 2004
--------------------------------------------------------------------------------

ASSETS                                               January 31,     October 31,
                                                        2005            2004
                                                    -----------     -----------
                                                    (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                         $   384,276     $   782,848
  Restricted cash                                        58,681          18,578
  Accounts receivable                                   775,256         377,739
  Prepaid expenses and other assets                       3,809           1,706
  Deferred consulting expense                            70,834            --
  Deferred direct costs                               2,967,005       3,096,094
                                                    -----------     -----------
           Total current assets                       4,259,861       4,276,965
                                                    -----------     -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                    330,605         330,605
  Office equipment and furniture                        140,259         140,259
  Vehicle                                                15,000          15,000
  Leasehold improvements                                 80,182          80,182
                                                    -----------     -----------
           Total property and equipment                 566,046         566,046
  Accumulated depreciation and amortization            (463,030)       (456,650)
                                                    -----------     -----------
           Property and equipment - net                 103,016         109,396

OTHER ASSETS
 Equity in Blue Sky Motorcycle Rentals, Inc.            330,251            --
 Deferred direct costs                                4,000,413       4,263,901
                                                    -----------     -----------
          Total Other Assets                          4,330,664       4,263,901
                                                    -----------     -----------

TOTAL ASSETS                                        $ 8,693,541     $ 8,650,262
                                                    ===========     ===========


See notes to condensed consolidated financial statements.


                                       2

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

<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2005 AND OCTOBER 31, 2004
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                  January 31,       October 31,
                                                                                                         2005              2004
                                                                                                     -----------        -----------
                                                                                                      (Unaudited)
<S>                                                                                                  <C>                <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                                                        $   610,074        $   330,651
  Accounts payable and accrued expenses                                                                  574,058            656,927
  Accounts payable to affiliated entity                                                                  373,750            416,566
  Capital lease obligation - current portion                                                               7,059              7,059
  Deferred revenues                                                                                    3,492,350          3,606,028
                                                                                                     -----------        -----------
           Total current liabilities                                                                   5,057,291          5,017,231

Capital lease obligations  - net of current portion                                                  $     2,830              3,116
Deferred income tax liability                                                                             12,802             12,802
Deferred revenues                                                                                      4,684,809          4,895,266
                                                                                                     -----------        -----------
           Total liabilities                                                                           9,757,732          9,928,415
                                                                                                     -----------        -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
  Preferred stock, no par value; $.0001 stated value 100,000,000 shares authorized
   2,000,000 Class A convertible preferred issued and outstanding                                            200                200
  Common stock, no par value, $.0001 stated value, 800,000,000 shares
    authorized (post split), 125,602,492 shares issued (post split) in 2005 and
    120,450,492 (post split) in 2004, 125,286,492 shares (post split)
    outstanding in 2005 and 120,134,492 (post split) in 2004                                              12,560             12,045
  Additional paid-in-capital                                                                           3,026,926          2,433,286
  Accumulated deficit                                                                                 (4,048,377)        (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' deficit                                                                   (1,064,191)        (1,278,153)
                                                                                                     -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                          $ 8,693,541        $ 8,650,262
                                                                                                     ===========        ===========

<FN>
See notes to condensed consolidated financial statements
</FN>
</TABLE>
                                       3
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARIES

<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND
   COMPREHENSIVE  LOSS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2005 AND 2004
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                   Three Months Ended January 31,
                                                                                                   2005                     2004
                                                                                             -------------            -------------
<S>                                                                                          <C>                      <C>
REVENUES:
  Vehicle service contract gross income                                                      $     958,787            $   1,227,881
  Net mechanical breakdown insurance income                                                          3,339                   39,495
  Brokerage, association and administrative service revenue                                         67,640                   66,744
                                                                                              -------------            -------------
          Total net revenues                                                                     1,029,766                1,334,120
                                                                                             -------------            -------------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts                                            857,395                1,151,858
  Salaries and employee benefits                                                                   306,658                  183,352
  Mailings and postage                                                                              12,596                    2,732
  Rent and lease expense                                                                            75,318                   75,674
  Professional fees                                                                                 83,928                   30,070
  Telephone                                                                                        (19,768)                  25,558
  Depreciation and amortization                                                                      6,380                    9,139
  Merchant and bank charges                                                                          6,858                    3,010
  Insurance                                                                                          3,996                    4,026
  Supplies                                                                                           3,448                    1,119
  License and fees                                                                                   1,517                    3,876
  Other operating expenses                                                                          58,858                   19,093
                                                                                             -------------            -------------
           Total operating expenses                                                              1,397,184                1,509,507

Equity in net loss of Blue Sky Motorcycle Rentals, Inc.                                            (19,749)                    --
                                                                                             -------------            -------------

OPERATING LOSS                                                                                    (387,167)                (175,387)
OTHER INCOME (EXPENSE):
  Finance and other fee income                                                                       2,103                    4,120
  Interest income                                                                                      166                    3,923
  Interest expense and fees                                                                         (6,434)                 (14,109)
  Other income (expense)                                                                            11,139                   14,084
                                                                                             -------------            -------------
           Other income (expense) - net                                                              6,974                    8,018
                                                                                             -------------            -------------
LOSS BEFORE INCOME TAXES                                                                          (380,193)                (167,369)
INCOME TAXES                                                                                          --                     11,817
                                                                                             -------------            -------------
NET LOSS                                                                                     $    (380,193)           $    (179,186)
                                                                                             =============            =============

BASIC AND DILUTED NET LOSS PER SHARE                                                         $       (0.00)           $       (0.01)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED (Post Split)                                                 124,171,855               21,509,492
                                                                                             =============            =============

Net loss                                                                                     $    (380,193)           $    (179,186)
Other comprehensive gain net of tax:
    Net unrealized gain on available-for-sale securities                                              --                         72
                                                                                             -------------            -------------
Comprehensive loss                                                                           $    (380,193)           $    (179,114)
                                                                                             =============            =============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

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

<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEAR ENDED OCTOBER 31, 2004 AND THREE MONTHS ENDED JANUARY 31, 2005 (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                        Accumulated
                                                                                                         Additional        Other
                                                  Preferred Stock                Common Stock               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
   under stock option plan                                                  5,152,000            515        593,640

Net loss                                          --              --             --             --             --             --
                                            ----------     -----------    -----------    -----------    -----------    -----------
BALANCE JANUARY 31, 2005                     2,000,000     $       200    125,602,492    $    12,560    $ 3,026,926           --
                                            ==========     ===========    ===========    ===========    ===========    ===========
</TABLE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEAR ENDED OCTOBER 31, 2004 AND THREE MONTHS ENDED JANUARY 31, 2005
--------------------------------------------------------------------------------
                                                                       Total
                                       Retained                    Stockholders'
                                       Earnings       Treasury       (Deficit)
                                       (Deficit)        Stock         Equity
                                      -----------    -----------    -----------

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
   under stock option plan                                              594,034

Net loss                                 (380,193)          --         (380,193)
                                      -----------    -----------    -----------
BALANCE JANUARY 31, 2005              $(4,048,377)   $   (55,500)   $(1,064,312)
                                      ===========    ===========    ===========

See notes to condensed consolidated financial statements

                                       5
<PAGE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2005 AND 2004
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                              January 31,
                                                                                                      2005                   2004
                                                                                                   ---------              ---------
<S>                                                                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                         $(380,193)             $(179,186)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                                                    6,880                  9,139
      Related party rent expense accrued but not paid                                                   -0-                  66,230
       Deferred income taxes                                                                            --                   16,510
      Issuance of  stock for services                                                                121,541                   --
  Equity in net loss of Blue Sky Motorcycle Rentals, Inc.                                             19,749                   --
      Changes in assets and liabilities:
        Restricted cash                                                                              (40,103)               174,522
        Accounts receivable                                                                         (397,517)              (132,345)
        Prepaid expenses and other assets                                                             (2,103)                 3,355
        Deferred consulting expense                                                                  (70,834)                  --
        Deferred direct costs                                                                        392,577                 43,240
        Net premiums payable to insurance companies                                                  279,423                 18,490
        Accounts payable and accrued expenses                                                        (82,869)               (56,978)
        Deferred rent                                                                                   --                   (4,809)
        Deferred income taxes                                                                           --                   (4,666)
        Deferred revenues                                                                           (324,135)               (25,575)
                                                                                                   ---------              ---------
           Net cash (used in) operating activities                                                  (478,084)               (72,073)
                                                                                                   ---------              ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in Blue Sky Motorcycle Rentals, Inc.                                                   (350,000)                  --
  Purchase of property and equipment                                                                    --                   (9,671)
  Purchase of investments                                                                               --                  (22,043)
                                                                                                   ---------              ---------
          Net cash used in investing activities                                                     (350,000)               (31,714)
                                                                                                   ---------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                                                            --                    2,112
  Proceeds (repayment) of borrowing from affiliated entity                                           (42,816)               149,449
   Issuance of common stock                                                                          472,614                   --
  Payments on capital lease obligation                                                                  (286)                (1,411)
                                                                                                   ---------              ---------
          Net cash provided by (used in) financing activities                                        429,512                150,150
                                                                                                   ---------              ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                (398,572)                46,363
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                       782,848                448,240
                                                                                                   ---------              ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                           $ 384,276              $ 494,603
                                                                                                   =========              =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                         $     796              $   2,752
                                                                                                   =========              =========
<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)
THREE MONTHS ENDED JANUARY 31, 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)  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 months ended January 31, 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 A
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 January  31, 2005 there are  204,372,010  (unaudited)
potential dilutive securities outstanding.

3. OTHER COMPREHENSIVE GAIN (LOSS)

In March 2004, the Company  completed the liquidation of its  available-for-sale
investments. Accordingly, there were no unrealized gains reported in the current
period.  Other  comprehensive  gain for the three months ended  January 31, 2004
resulted from unrealized gains of $72 on available-for-sale investments.

4. INCOME TAXES

There is no current  provision for income taxes in the periods ended January 31,
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 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 three months ended January 31, 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

                                       7
<PAGE>


space was $72,376 and $74,016 for the three  months  ended  January 31, 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 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.

In addition, the Company increased the number of its authorized common shares to
800,000,000, changed the par value of those shares to no par value with a stated
value of $.0001 and  increased  its issued  Common  Stock  shares to  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.

As of January 31, 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.

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
Under the terms of the plans,  employees are granted options to purchase Company
stock  at  an  average  discount  of  10%.  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
January 31,  2005,  the Company  has granted  options for a total of  92,275,000
shares to selected  employees.  Compensation  expense of $73,717 was recorded in
connection  with these  transactions in the three months ended January 31, 2005.
No similar  expense was recorded in the three months ended  January 31, 2004. As
of January 31, 2005, there were 2,322,000 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 January 31, 2005,  the Company
has   granted   options   for  a  total  of   8,502,000   shares   to   selected
directors/consultants.   Compensation   expense  of  $121,543  was  recorded  in
connection  with these  transactions in the three months ended January 31, 2005.
As of January 31, 2005 there were 200,000 options outstanding under this plan.


                                       8
<PAGE>


8. SIGNIFICANT CUSTOMERS

In 2004 a major manufacturer  accounted for $1,750,893 of VSC revenues or 33% of
the 2004 Net Commission Income. During 2003, a national insurance brokerage firm
accounted for $2,433,000 of VSC sales while another major customer accounted for
$1,673,000 of 2003 VSC sales.  These two firms combined accounted for 77% of all
2003 VSC sales.  The Company  services these  accounts under  contracts that are
subject to renewal annually.  The contract with the manufacturer was not renewed
at its expiration on December 31, 2004.

9. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and lawsuits that arise in the ordinary  course
of  business,   consisting  principally  of  alleged  errors  and  omissions  in
connection with the sale of insurance and personnel matters and of disputes over
outstanding accounts. The Company is currently involved in a dispute with one of
its associated insurance companies over alleged wrongdoing, an alleged breach of
its Administrative  Agreement and over reimbursement for claims and cancellation
expenditures.  The Company maintains a $40,000 reserve for claims arising in the
ordinary  course of business and believes  that this  reserve is  sufficient  to
cover the costs of such claims. On the basis of information presently available,
management  does not believe the  settlement of any such claims or lawsuits will
have a material adverse effect on the financial position,  results of operations
or cash flows of the Company.

The Company had  available a $200,000  working  capital line of credit which was
renewed on April 30,  2003 and expired in February  2004.  Borrowings  under the
line of credit bear  interest  at a variable  rate per annum equal to the sum of
3.15 % plus the thirty day dealer  commercial  paper rate,  as  published in The
Wall Street Journal and were secured by the Company's  investments.  The line of
credit  was  secured  by a pledge of the  Company's  investments  in  marketable
securities. The line of credit was repaid and cancelled upon its maturity.

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 is  negotiating  with two other
insurance  companies to provide  replacement  coverage but has not completed the
negotiations  as of the date of the filing of this report.  The Company  expects
that a definitive  agreement  will be reached to allow 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.

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 July 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.

11. EQUITY IN BLUESKY MOTORCYCLE RENTALS, INC.

During the quarter ended January 31, 2005 the Company made an equity  investment
in BlueSky Motorcycle Retnals,  Inc.  ("BlueSky")  respresenting 50% of BlueSky.
The investment is accounted for using the equity method.


12. RECLASSIFICATIONS

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

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<PAGE>
ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  financial
statements and footnotes that appear elsewhere in this report.

FORWARD-LOOKING STATEMENTS:

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

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

         A vehicle  service  contract  ("VSC") is a contract for certain defined
services  between the  Company and the  purchaser.  The  Company  reinsures  its
obligations by obtaining an insurance  policy that  guarantees  its  obligations
under the contract.  In accordance  with Financial  Accounting  Standards  Board
Technical  Bulletin 90-1, " Accounting for Separately  Priced Extended  Warranty
and Product Maintenance Contracts", revenues and costs associated with the sales
of these  contracts  are deferred and  recognized  in income on a  straight-line
basis over the actual life of the contracts.

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<PAGE>
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 of the  remaining  50%  interest has agreed to consult with the Company in
order to continue the business expansion of Blue Sky.

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 is
negotiating with two other insurance companies to provide  replacement  coverage
but has not  completed  the  negotiations  as of the date of the  filing of this
report. The Company expects that a definitive agreement will be reached to allow
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.

Income Taxes

There is no current  provision for income taxes in the periods ended January 31,
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 JANUARY 31, 2005 AND 2004

NET REVENUES

Net revenues for the fiscal  quarter ended January 31, 2005 totaled  $1,030,000,
down  $304,000 from the  $1,334,000  recognized in the quarter ended January 31,


                                       11
<PAGE>
2004.  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.

OPERATING EXPENSES

Operating  costs  decreased to  $1,397,000 in the quarter ended January 31, 2005
down  $113,000  from the  $1,510,000  expended in the quarter  ended January 31,
2004. The decrease is the result of a continuation  of the Company's  actions to
curtail expenses wherever possible.  The overall decline in costs was offset, in
part, by increased  costs of advertising  and promoting the new venture into the
motorcycle marketplace.  The Company concluded its negotiations with a telephone
service  provider  and was able to achieve  significant  savings  in  previously
accrued costs.

The physical location of Blue Sky Motorcycle Rentals, Inc. in Denver, CO and the
winter  season in general  have  contributed  to the net loss  incurred  by that
entity.  Both Blue Sky and NMDA have been met with  enthusiastic  acceptance  by
motorcycle  dealers at industry  conventions and expect to see excellent revenue
growth as the summer riding season arrives.

OTHER INCOME (EXPENSE)

Total other income  (expense)  declined in the quarter ended January 31, 2005 by
approximately  $1,000  below  the  comparable  2004  quarter.  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 Quarter included lesser amounts of fee income and included interest expense
that was incurred as a result of borrowings from related parties.

INCOME TAXES

There was no provision  for income taxes in the quarter  ended  January 31, 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.

LIQUIDITY AND CAPITAL RESOURCES

The Company incurred  significant  losses during the past fiscal quarter 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  addition,  the Company has
received  significant funds from the exercise of stock options. 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 when  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 quarter of 2005 and expects such losses to continue further into 2005.
The Company is pursuing the  development of NMDA, Blue Sky and of other warranty
products in its ongoing efforts to stem the losses.

COMPARISON OF JANUARY 31, 2005 AND OCTOBER 31, 2005

Working  capital at January 31, 2005  consisted of current  assets of $4,260,000
and  current  liabilities  of  $5,057,000,  or a  current  ratio of 0.84 : 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 negative trend continues
as the  Company  has  absorbed  additional  operating  losses.  Loans  from  the
Company's  principal  shareholder  and funds  derived from the exercise of stock
options have funded continuing operations.

Deferred  Revenues  decreased  $324,000  while Deferred  Direct Costs  increased
$393,000  from  balances  at October  31,  2004.  Deferred  revenues  consist of
unearned VSC gross sales and  estimated  administrative  service fees related to

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<PAGE>

MBI policies.  Deferred direct costs are costs that are directly  related to the
sale of VSCs. The change results from the overall decline in sales that has been
experienced  over the last  several  quarters  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 January 31, 2005, the amount owed to insurance
companies  increased  $279,000 above 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 January 31, 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 been  unable to hire a  replacement  as of this  date.  As a result,  a
significant  weakness has occurred in our internal controls in that we have been
late in preparing the normal schedules and  reconciliations  associated with the
preparation  of  our  quarterly  financial  statements.  This  matter  has  been
discussed with the audit  committee by our  independent  accountants  and we are
committed to promptly fill the position.

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

(b) The Company applied the $472,614 received from the exercise of stock options
to working capital.



                                       13
<PAGE>

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

              None


                                   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 March 22, 2005                       By: /s/ Gaylen Brotherson
--------------------                       -------------------------------------
                                           Gaylen Brotherson
                                           Chairman of the Board and
                                           Chief Executive Officer


Dated: March 22, 2005                      By: /s/ Dennis M. O'Connor
---------------------                      -------------------------------------
                                           Dennis M. O'Connor
                                           Chief Financial Officer



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