**Table
        of Contents**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)


x
              
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the quarterly period ended **January 31,
                  2006**oro
              
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the transition period from __________ to
                  __________





Commission
      File Number: **000-28221**





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


(Exact
      name of business issuer as specified in its charter)


**Nevada**
              
              **87-0522680**(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employer Identification No.)incorporation
                  or organization)**9419
                  E. San Salvador, Suite 105**
              ****
              ******Scottsdale,
                  AZ**
              
              **85258-5510**(Address
                  of principal executive offices)
              
              (Zip
                  Code)





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





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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.      Yes  ýNo
o





Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer.  See definition of 
“accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 
(Check one)
 Large accelerated filer o
                        Accelerated filer o
                        Non-accelerated filer ý
 Indicate
                by check mark if the registrant is a shell company (as defined in
                Rule 12b-2 of
                the Exchange Act).     Yes  oNo ý
 Indicate
                  the number of shares outstanding of each of the issuer’s classes of common
                  stock, as of the latest practicable
                  date.





Number
      of
      Common Stock shares (no par value, $0.0001 stated value) outstanding at February
      28, 2006:   211,207,085 shares.


**Table
          of Contents**





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




**PART
                I - FINANCIAL
                INFORMATION**PageItem 1.
            Consolidated Financial
              StatementsCondensed
                Consolidated Balance Sheets as of
                January 31, 2006 (Unaudited) and October 31, 2005
            3Condensed
                Consolidated Statements of Loss for the three monthsended
                January 31, 2006 and 2005 (Unaudited)
            5Condensed
                Consolidated Statements of Stockholders’ Deficit
                for the year ended October 31, 2005 and three months
              ended
                January 31,
                2006 (Unaudited)
            6Condensed
                Consolidated Statements of Cash Flows for the three months ended
                January31, 2006 and 2005 (Unaudited)
            7Notes
                to Condensed Consolidated Financial
                Statements (Unaudited)
            8Item 2.
            Management's
              Discussion and Analysis of Financial Condition
              and Results of Operations
            12Item 3.
            Quantitative
              and
              Qualitative Disclosures About Market Risk
            16Item 4.
            Controls and
              Procedures
            16**PART
                II - OTHER
                INFORMATION**Item 1.
            Legal
              Proceedings
            17Item
              1A.
            Risk
              Factors
            17Item
              2.
            Changes
              in Securities and Use of Proceeds
            17Item 3.
            Defaults
              Upon Senior Securities
            17Item 4.
            Submissions
              of Matters to a Vote of Security
              Holders
            18Item 5.
            Other
              Information
            18Item 6.
            Exhibits
              and Reports on Form 8-K
            18Signatures
            19




2
 **Table
          of Contents**




PART
        I - FINANCIAL
        INFORMATION
 **ITEM
                  1.**
                **CONSOLIDATED
                    FINANCIAL STATEMENTS**


**M.B.A.
                  HOLDINGS, INC. AND
                  SUBSIDIARIES****CONDENSED
                  CONSOLIDATED BALANCE SHEETS****JANUARY
                  31, 2006 AND OCTOBER 31, 2005****ASSETS**
              
              **January
                  31,**
              
              **October
                  31,****2006**
              
              **2005****(Unaudited)**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              275,380
              
              $
              545,184Restricted
                  cash
              
              
              27,264
              
              
              25,653Accounts
                  receivable
              
              
              426,936
              
              
              284,502Prepaid
                  expenses and other assets
              
              
              16,777
              
              
              31,481Deferred
                  direct costs
              
              
              2,404,701
              
              
              2,496,606Total
                  current assets
              
              
              3,151,058
              
              
              3,383,426PROPERTY
                  AND EQUIPMENT:Computer
                  equipment
              
              
              333,963
              
              
              332,523Office
                  equipment and furniture
              
              
              207,083
              
              
              208,523Vehicles
              
              
              412,945
              
              
              410,318Leasehold
                  improvements
              
              
              80,182
              
              
              80,182Total
                  property and equipment
              
              
              1,034,173
              
              
              1,031,546Accumulated
                  depreciation and amortization
              
              
              (516,713
              )
              
              (498,274
              )Property
                  and equipment - net
              
              
              517,460
              
              
              533,272OTHER
                  ASSETSDeposits
              
              
              8,475
              
              
              –Deferred
                  direct costs
              
              
              2,683,320
              
              
              2,925,2562,691,795
              
              
              2,925,256TOTAL
                  ASSETS
              
              $
              6,360,313
              
              $
              6,841,954




See
      notes
      to condensed consolidated financial statements.


3
 **Table
            of Contents**
 **M.B.A.
                  HOLDINGS, INC. AND SUBSIDIARIES****CONDENSED
                  CONSOLIDATED BALANCE SHEETS (Continued)****JANUARY
                  31, 2006 AND OCTOBER 31, 2005****LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**
              
              **January
                  31,**
              
              **October
                  31,****2006**
              
              **2005****(Unaudited)**CURRENT
                  LIABILITIES:Net
                  premiums payable to insurance companies
              
              $
              414,593
              
              $
              349,000Notes
                  payable - short term
              
              
              433,248
              
              
              458,695Notes
                  payable - officer
              
              
              282,525
              
              
              147,500Accounts
                  payable and accrued expenses
              
              
              632,632
              
              
              721,884Accounts
                  payable - officer
              
              
              254,235
              
              
              175,006Capital
                  lease obligations
              
              
              8,139
              
              
              9,828Deferred
                  revenues
              
              
              2,741,705
              
              
              2,871,093Total
                  current liabilities
              
              
              4,767,077
              
              
              4,733,006Capital
                  lease obligations - net of current portion
              
              
              13,294
              
              
              14,067Notes
                  payable less current portion
              
              
              451,131
              
              
              477,624Deferred
                  income tax liability
              
              
              12,802
              
              
              12,802Deferred
                  revenues
              
              
              3,053,549
              
              
              3,356,602Total
                  liabilities
              
              
              8,297,853
              
              
              8,594,101COMMITMENTS
                  AND CONTINGENCIES
              
              
              –
              
              
              –Minority
                  interest in consolidated subsidiary
              
              
              –
              
              
              –STOCKHOLDERS’
                  DEFICIT:Preferred
                  stock, no par value; $.0001 stated value 100,000,000 shares authorized
                  in
                  2006 and 2005; 2,000,000 Class B non-convertible preferred issued
                  and
                  outstanding in 2006 and 2005
              
              
              200
              
              
              200Common
                    stock, no par value, $.0001 stated value, 350,000,000 shares
                    authorized
                    (post split), 212,505,313 shares issued (post split) in 2006
                    and
                    209,871,980 (post split) in 2005, 212,189,313 shares (post split)
                    outstanding in 2006 and 209,555,980 (post split) in
                    2005
              
              
              21,250
              
              
              20,987Additional
                  paid-in-capital
              
              
              9,912,837
              
              
              9,805,836Accumulated
                  deficit
              
              
              (11,816,327
              )
              
              (11,523,670
              )Less:
                    316,000 (post split) shares in 2006 and 2005 of common stock
                    in treasury,
                    at cost
              
              
              (55,500
              )
              
              (55,500
              )Total
                  stockholders’ deficit
              
              
              (1,937,540
              )
              
              (1,752,147
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              6,360,313
              
              $
              6,841,954
  See
        notes
        to condensed consolidated financial statements.
 4
 **Table
              of Contents**
 **M.B.A.
                      HOLDINGS, INC. AND
                      SUBSIDIARIES****CONDENSED
                      CONSOLIDATED STATEMENTS OF LOSS (Unaudited)****THREE
                      MONTHS ENDED JANUARY 31, 2006 AND 2005****Three
                      Months Ended January 31,****2006**
                  
                  **2005**REVENUES:Vehicle
                      service contract gross income
                  
                  $
                  641,771
                  
                  $
                  958,787Net
                      mechanical breakdown insurance income (cancellations)
                  
                  
                  (105
                  )
                  
                  3,339Brokerage,
                      association and administrative service revenue
                  
                  
                  17,578
                  
                  
                  67,640Motorcycle
                      rental and related revenues
                  
                  
                  116,546
                  
                  
                  –Licensing
                      and association fees
                  
                  
                  62,922
                  
                  
                  –Total
                      net revenues
                  
                  
                  838,712
                  
                  
                  1,029,766OPERATING
                      EXPENSES:Direct
                      acquisition costs of vehicle service contracts
                  
                  
                  558,198
                  
                  
                  857,395Costs
                      of motorcycle and insurance premium expense
                  
                  
                  26,864
                  
                  
                  –Salaries
                      and employee benefits
                  
                  
                  161,709
                  
                  
                  306,658Mailings
                      and postage
                  
                  
                  4,125
                  
                  
                  12,596Rent
                      and lease expense
                  
                  
                  112,733
                  
                  
                  75,318Professional
                      fees
                  
                  
                  122,764
                  
                  
                  83,928Telephone
                  
                  
                  12,407
                  
                  
                  (19,768
                  )Depreciation
                      and amortization
                  
                  
                  18,438
                  
                  
                  6,380Merchant
                      and bank charges
                  
                  
                  10,571
                  
                  
                  6,858Insurance
                  
                  
                  14,633
                  
                  
                  3,996Supplies
                  
                  
                  6,411
                  
                  
                  3,448License
                      and fees
                  
                  
                  5,352
                  
                  
                  1,517Other
                      operating expenses
                  
                  
                  73,490
                  
                  
                  58,858Total
                      operating expenses
                  
                  
                  1,127,695
                  
                  
                  1,397,184Equity
                      in net loss of Blue Sky Motorcycle Rentals, Inc.
                  
                  
                  –
                  
                  
                  (19,749
                  )OPERATING
                      LOSS
                  
                  
                  (288,983
                  )
                  
                  (387,167
                  )OTHER
                      INCOME (EXPENSE):Finance
                      and other fee income
                  
                  
                  1,989
                  
                  
                  2,103Interest
                      income
                  
                  
                  111
                  
                  
                  166Interest
                      expense and fees
                  
                  
                  (5,786
                  )
                  
                  (6,434
                  )Other
                      income
                  
                  
                  12
                  
                  
                  11,139Other
                      income (expense) - net
                  
                  
                  (3,674
                  )
                  
                  6,974LOSS
                      BEFORE INCOME TAXES
                  
                  
                  (292,657
                  )
                  
                  (380,193
                  )INCOME
                      TAXES
                  
                  
                  –
                  
                  
                  –NET
                      LOSS
                  
                  $
                  (292,657
                  )
                  $
                  (380,193
                  )BASIC
                      AND DILUTED NET LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )WEIGHTED
                        AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (Post
                        Split)
                  
                  
                  211,694,748
                  
                  
                  124,171,855
 See
            notes
            to condensed consolidated financial statements.
 5
 **Table
                  of Contents**


**M.B.A.
                HOLDINGS, INC. AND
                SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited)****YEAR
                ENDED OCTOBER 31, 2005 AND THREE MONTHS ENDED JANUARY 31,
                2006****Total****Additional**
            
            **Retained**
            
            
            
            **Stockholders'******
            
            **Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid**
            
            **Earnings**
            
            **Treasury**
            
            **(Deficit)******
            
            **Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **In-Capital**
            
            **(Deficit)**
            
            **Stock**
            
            **Equity**BALANCE
                NOVEMBER 1, 2004
            
            
            2,000,000
            
            $
            200
            
            
            121,268,264
            
            $
            12,126
            
            $
            2,433,205
            
            $
            (3,668,184
            )
            $
            (55,500
            )
            $
            (1,278,153
            )Issuance
                  of common shares and exercise of stock options
            
            
            
            
            
            
            
            
            42,603,716
            
            
            4,261
            
            
            2,777,231
            
            
            
            
            
            
            
            
            2,781,492Conversion
                of preferred to common shares
            
            
            (460,000
            )
            
            (46
            )
            
            46,000,000
            
            
            4,600
            
            
            4,595,400
            
            
            
            
            
            
            
            
            4,599,954Retirement
                of Class A preferred shares
            
            
            (1,540,000
            )
            
            (154
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (154
            )Issuance
                of preferred shares
            
            
            2,000,000
            
            
            200
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            200Net
                loss
            
            
            –
            
            
            –
            
            
            –
            
            
            –
            
            
            –
            
            
            (7,855,486
            )
            
            –
            
            
            (7,855,486
            )BALANCE
                OCTOBER 31, 2005
            
            
            2,000,000
            
            
            200
            
            
            209,871,980
            
            
            20,987
            
            
            9,805,836
            
            
            (11,523,670
            )
            
            (55,500
            )
            
            (1,752,147
            )Issuance
                  of common shares and exercise of stock options (Unaudited)
            
            
            
            
            
            
            
            
            2,633,333
            
            
            263
            
            
            107,001
            
            
            
            
            
            
            
            
            107,264Net
                loss (Unaudited)
            
            
            –
            
            
            –
            
            
            –
            
            
            –
            
            
            –
            
            
            (292,657
            )
            
            –
            
            
            (292,657
            )BALANCE
                JANUARY 31, 2006 (Unaudited)
            
            
            2,000,000
            
            $
            200
            
            
            212,505,313
            
            $
            21,250
            
            $
            9,912,837
            
            $
            (11,816,327
            )
            $
            (55,500
            )
            
            (1,937,540
            )




See
        notes
        to condensed consolidated financial statements.
 6
 **Table
              of Contents**


**M.B.A.
                HOLDINGS, INC. AND
                SUBSIDIARIES****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)****THREE
                MONTHS ENDED JANUARY 31, 2006 AND 2005****January
                31,****2006**
            
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (292,657
            )
            $
            (380,193
            )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                and amortization
            
            
            18,438
            
            
            6,380Issuance
                of stock for services
            
            
            39,634
            
            
            121,541Equity
                in net loss of
                Blue Sky Motorcycle Rentals, Inc.
            
            
            –
            
            
            19,749Changes
                in assets and liabilities:Restricted
                cash
            
            
            (1,611
            )
            
            (40,103
            )Accounts
                receivable
            
            
            (142,434
            )
            
            (397,517
            )Prepaid
                expenses and other assets
            
            
            14,704
            
            
            (2,103
            )Deferred
                consulting expense
            
            
            –
            
            
            (70,834
            )Deferred
                direct costs
            
            
            333,841
            
            
            392,577Net
                premiums payable to insurance companies
            
            
            65,593
            
            
            279,423Accounts
                payable - officer
            
            
            79,229
            
            
            –Accounts
                payable and accrued expenses
            
            
            (89,252
            )
            
            (82,869
            )Deposits
            
            
            (8,475
            )
            
            –Deferred
                revenues
            
            
            (432,441
            )
            
            (324,135
            )Net
                cash (used in) operating activities
            
            
            (415,431
            )
            
            (478,084
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Investment
                in Blue Sky Motorcycle Rentals, Inc.
            
            
            –
            
            
            (350,000
            )Purchase
                of property and equipment
            
            
            (2,626
            )
            
            –Net
                cash provided by investing activities
            
            
            (2,626
            )
            
            (350,000
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                (repayment) of borrowing from officers and affiliates
            
            
            135,025
            
            
            (42,816
            )Issuance
                of common stock
            
            
            67,630
            
            
            472,614Payments
                of notes payable
            
            
            (51,940
            )
            
            –Payments
                on capital lease obligation
            
            
            (2,462
            )
            
            (286
            )Net
                cash provided by (used in) financing activities
            
            
            148,253
            
            
            429,512NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (269,804
            )
            
            (398,572
            )CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            545,184
            
            
            782,848CASH
                AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            275,380
            
            $
            384,276SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Cash
                paid for interest
            
            $
            5,786
            
            $
            796Non
                Cash Investing and Financing ActivitiesStock
                issued to employees and consultants for services
            
            $
            39,634
            
            $
            121,541


See
          notes
          to condensed consolidated financial statements.
 7
 **Table
                of
                Contents**




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




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**


THREE
      MONTHS ENDED JANUARY 31, 2006 AND
      2005







**1.**
            **BASIS
                OF PRESENTATION**





In
        accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
        S-X,
        the accompanying unaudited condensed consolidated financial statements have
        been
        prepared in accordance with accounting principles generally accepted in the
        United States of America for interim financial information. Accordingly,
        not all
        of the information and notes required by generally accepted accounting
        principles for complete financial statements are included. Accounting principles
        assume the continuation of the Company as a going concern. The Company’s
        auditors, in their opinion on the financial statements for the year ended
        October 31, 2005, expressed concern about this uncertainty. The accompanying
        condensed consolidated financial statements do not include any adjustment
        that
        might arise from the outcome of this assumption. The unaudited interim condensed
        consolidated financial statements furnished herein reflect all adjustments
        (which include only normal, recurring adjustments) which are, in the opinion
        of
        management, necessary for a fair statement of the results for the interim
        periods presented. Operating results for the three months ended January 31,
        2006
        may not be indicative of the results of operations that may be expected for
        the
        year ending October 31, 2006. For further information, please refer to the
        consolidated financial statements and notes thereto included in the Company's
        Form 10-K for the year ended October 31, 2005.


**2.**
            **NET
                LOSS PER SHARE**





Net
        loss
        per share is calculated in accordance with SFAS No. 128, *Earnings
        Per Share* that
        requires dual presentation of *basic* and *diluted* EPS on
        the face of the statements and requires a reconciliation of the numerator
        and
        denominator of basic and diluted EPS calculations. Basic loss per common
        share
        is computed on the weighted average number of shares of common stock outstanding
        during each period. SFAS No. 128 requires that loss per common share assuming
        dilution is computed on the same weighted average number of shares of common
        stock outstanding as basic loss per share. The additional shares representing
        the exercise of outstanding common stock options using the treasury stock
        method
        are not considered nor are the dilutive effect of the voting rights of the
        Class
        B preferred stock and employee stock options for the same reason. The 10-1
        forward stock split, the 1 for 100 stock dividend and the 1 for 200 stock
        dividend are reflected retroactively for all periods presented.


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





The
        Company incurred significant losses during the current fiscal quarter and
        has
        experienced additional losses in prior years. In fiscal 2005 and earlier
        periods, the Company has used funds obtained from the exercise of stock options
        by its employees to supplement funds provided by operations. In the current
        fiscal quarter a related party has advanced funds on demand notes and through
        the deferral of rent payments (See Note 5) in order to overcome working capital
        deficiencies. The Company has granted the related party, Cactus Family
        Investments, LLC, a security interest in all of its unencumbered assets.
        There
        is no assurance that additional advances will be made if additional working
        capital is required. The Company’s auditor’s have expressed a doubt about the
        Company’s ability to continue as a going concern in their opinion dated January
        20, 2006. Based upon the foregoing, the accompanying condensed consolidated
        financial statements have been prepared assuming the Company will continue
        as a
        going concern. The Company has incurred a loss in February 2006. The Company
        is
        attempting to reverse this downward trend with its motorcycle rental operations,
        with increased marketing contacts with other Internet vendors and with further
        expansion into the motorcycle market through its subsidiary, National Motorcycle
        Dealers Association, LLC and its Street Eagle licensed
        dealerships.




8
 **Table
          of Contents**




**4.**
            **INCOME
                TAXES**





There
        is
        no current provision for income taxes in the periods ended January 31, 2006
        and
        2005 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, 2005.


**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 $72,376 for the three months ended January 31, 2006
        and
        2005. 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.**
            **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
        January 31, 2006, the Company has granted options for a total of 118,275,000
        shares to selected employees. There were no options granted during the current
        quarter and no compensation expense was recorded in the three months ended
        January 31, 2006. Compensation expense of $73,717 was recorded in the three
        months ended January 31, 2005 in connection with these transactions. As of
        January 31, 2006, there were 2,500,000 options outstanding under this plan.
 
 On
        that
        same date, the Company also adopted the M.B.A. Holdings, Inc. Non-Employee
        Directors and Consultants Retainer Stock Plan for 2004 and the M.B.A. Holdings,
        Inc. Non-Employee Directors and Consultants Retainer Stock Plan for 2004-B.
        The
        Company seeks to motivate, retain and attract highly competent directors
        and
        consultants to advance the business and development of the Company and its
        shareholders by affording directors and consultants the opportunity to acquire
        an equity interest in the Company. Under the terms of the plan, directors
        and
        consultants are granted options to purchase Company stock at specified prices
        in
        return for their services to the Company. The options include a deferral
        option
        that allows the director/consultant to defer delivery of the stock retainer.
        The
        plan is administered by the Compensation Committee of the Board of Directors
        and
        is authorized to grant options for up to 22,000,000 shares of the common
        stock
        of the Company. As of January 31, 2006, the Company has granted options for
        a
        total of 19,487,000 shares to selected directors/consultants. Compensation
        expense of $27,699 was recorded in connection with these transactions in
        the
        three months ended January 31, 2006. As of January 31, 2006 there were 2,513,000
        options outstanding under this plan.  9
 **Table
              of Contents**
 
 **7.**
                **BUSINESS
                    SEGMENTS**
  During
          the fiscal quarter ended January 31, 2006 and the fiscal year ended October
          31,
          2005, the Company operated in two business segments: Extended Warranty
          Sales and
          Servicing and Motorcycles. The Company’s reportable segments are strategic
          business units that offer different products and services. They are managed
          separately based on the fundamental differences in their operations. The
          Motorcycle segment became a reportable segment during 2005.
 
 The
        Extended Warranty Sales and Servicing segment consists of Mechanical Breakdown
        Administrators, Inc. that markets
        and administers vehicular mechanical breakdown insurance (“MBI”) policies and
        sells contracts for repair services to vehicles (“VSCs”). The MBI policies and
        VSC contracts are for the repair of automobiles, light trucks, recreational
        vehicles, motorcycles, boats and certain automotive components.
 
 The
        Motorcycle segment offers motorcycles and off road vehicles for rental both
        through Company owned and operated locations and through licensees. The segment
        also provides assistance to Motorcycle Dealer Members in being professional,
        successful, and profitable businesses through special services, products
        and
        programs through the National Motorcycle Dealers Association.
 
 Information
        by industry segment is set forth below for the quarter ended January 31,
        2006
        and 2005, and the year ended October 31, 2005:
  **January
                  31, 2006**
              ****
              **January
                  31,
                  2005**Net
                  revenues:Extended
                  Warranty Sales and Servicing
              
              $
              659,244
              
              $
              1,029,766Motorcycles
              
              
              179,468
              
              
              –838,712
              
              
              1,029,766Loss
                  from operations:Extended
                  Warranty Sales and Servicing
              
              
              213,469
              
              
              380,193Motorcycles
              
              
              79,188
              
              
              –292,657
              
              
              380,193**January
                  31, 2006**
              ****
              ****
              **October
                  31, 2005**Identifiable
                  assets:Extended
                  Warranty Sales and Servicing
              
              
              787,896
              
              
              1,042,301Motorcycles
              
              
              484,396
              
              
              377,7911,272,292
              
              
              1,420,092Deferred
                  policy acquisition costs:Extended
                  Warranty Sales and Servicing
              
              
              5,088,021
              
              
              5,421,862Motorcycles
              
              
              None
              
              
              None


**8.**
            **COMMITMENTS
                  AND CONTINGENCIES**





The
        Company is subject to claims and lawsuits that arise in the ordinary course
        of
        business, consisting principally of alleged errors and omissions in connection
        with the sale of insurance and personnel matters and of disputes over
        outstanding accounts.
 
 The
        Company has been named as a party to a lawsuit involving the plaintiff and
        the
        former owner of Blue Sky Motorcycle Rentals, Inc. (“BSMR”). The complaint
        alleges that the Company and the former owner of BSMR improperly utilized
        certain assets of the plaintiff as security for its borrowings. The Company
        has
        responded to the complaint by denying the allegations and intends to vigorously
        pursue all defenses available.
 10
 **Table
              of Contents**
 The
        Company has received a letter from an attorney representing the former owner
        of
        BSMR that alleges wrong doing, including securities violations, on the part
        of
        the Company and contends that certain of the representations and warranties
        made
        at the time of the purchase of BSMR were incorrect. The Company denies the
        allegations and contends that the former owner of BSMR misrepresented the
        ownership and location of BSMR’s assets and misled the Company concerning the
        amount of BSMR’s liabilities. The former owner has refused to transfer ownership
        of all of BSMR’s assets to the Company. The Company has unilaterally terminated
        its consulting contract with the former owner of BSMR and believes it has
        no
        further obligations thereunder. At the direction of the Board of Directors
        of
        the Company, a subcommittee has been formed to vigorously pursue the location
        and title to the BSMR assets
        and to use all defenses available to answer any formal complaint received.
        To
        this end, the subcommittee has retained a legal firm to represent it in this
        matter and to pursue all possible claims against the former owner. At the
        time
        of filing of this document, no formal summons has been received relating
        to this
        matter however a formal complaint has been filed against the former owner
        of
        BSMR.
 
 The
        Company maintains a reserve for claims arising in the ordinary course of
        business and believes that this reserve is sufficient to cover the costs
        of such
        claims. On the basis of information presently available, management does
        not
        believe the settlement of any such claims or lawsuits will have a material
        adverse effect on the financial position, results of operations or cash flows
        of
        the Company.
 
 Pursuant
        to the terms of employment agreements entered into with the former owner
        of
        Escape Eagles, Inc. and the 50% owner of iDigital, LLC, the Company is obligated
        to award each of them 200,000 common shares of M.B.A. Holdings, Inc. as
        additional compensation for each year of service that they complete with
        the
        Company.




**9.**
            **NEW
                ACCOUNTING PRONOUNCEMENTS**





In
        January 2003, the FASB issued FIN No. 46, *Consolidation
        of Variable Interest Entities* (“FIN
        46”) that is an interpretation of Accounting Research Bulletin No. 51, *Consolidated
        Financial Statements* .
        FIN 46
        requires a variable interest entity (“VIE”) to be consolidated by a company that
        is considered to be the primary beneficiary of that VIE. In December 2003,
        the
        FASB issued FIN No. 46 (revised December 2003), *Consolidation
        of Variable Interest Entities* (“FIN
        46-R”) to address certain FIN 46 implementation issues. The Company has
        determined that FIN 46 does not require the consolidation of Cactus Family
        Investments, LLC, an entity owned by the majority shareholders of the
        Company.
 
 In
        December 2004, the FASB published FASB Statement No. 123 (R), *Share-Based
        Payment* ,
        (“FAS
        123 (R)”) which will provide investors and other users of financial statements
        with more complete and neutral financial information by requiring that the
        compensation cost relating to share-based payment transactions be recognized
        in
        financial statements. That cost will be measured based on the fair value
        of the
        equity or liability instruments issued. The Company is required to and will
        apply FAS 123 (R) at October 31, 2006. Since the options that are currently
        outstanding are exercisable at prices that are at or above current market
        values, the Company does not expect that implementation will have a material
        effect on its reported results of operations.
 
 In
        December 2004, the FASB issued Statement No. 153, *Exchanges
        of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for
        Non-monetary Transactions* (“FAS
        153”). The amendments made by FAS 153 are based on the principle that exchanges
        of non-monetary assets should be measured based on the fair value of the
        assets
        exchanged. The Company has adopted FAS 153 in these statements.
 
 In
        May
        2005, the FASB issued FAS 154 ***,***  *Accounting
        Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB
        Statement No. 3.* This
        Statement requires retrospective application to prior periods’ financial
        statements of changes in accounting principle, unless it is impracticable
        to
        determine either the period-specific effects or the cumulative effect of
        the
        change. It shall be effective for accounting changes and corrections of errors
        made in fiscal years beginning after December 15, 2005. The Company will
        adopt
        this Statement in fiscal 2006. The Company does not expect that implementation
        will have a material effect on its reported results of operations.
 
 **10.**
                **RECLASSIFICATIONS**
  Certain
          prior period amounts have been reclassified to conform to the current period
          presentation.


11
 **Table
          of Contents**




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




The
        following discussion should be read in conjunction with the condensed
        consolidated financial statements and footnotes that appear elsewhere in
        this
        report.
  **FORWARD-LOOKING
        STATEMENTS**
 
 This
        report on Form 10-Q contains forward-looking statements. Additional written
        or
        oral forward-looking statements may be made by us from time to time in filings
        with the Securities and Exchange Commission or otherwise. The words “believe,”
“expect,” “anticipate,” and “project,” and similar expressions identify
        forward-looking statements, which speak only as of the date the statement
        was
        made. Such forward-looking statements are within the meaning of that term
        in
        section 27A of the Securities and Exchange Act of 1934, as amended. Such
        statements may include, but not be limited to, projections of revenues, income
        or loss, capital expenditures, plans for future operations, financing needs
        or
        plans, the impact of inflation, and plans relating to our products or services,
        as well as assumptions relating to the foregoing. We undertake no obligation
        to
        publicly update or revise any forward-looking statements, whether as a result
        of
        new information, future events, or otherwise.
 
 Forward-looking
        statements are inherently subject to risks and uncertainties, some of which
        cannot be predicted or quantified. Future events and actual results could
        differ
        materially from those set forth in, contemplated by, or underlying the
        forward-looking statements. Statements in this Report, including the Notes
        to
        Condensed Consolidated Financial Statements (Unaudited) and “Management’s
        Discussion and Analysis of Financial Condition and Results of Operations,”
describe factors, among others, that could contribute to or cause such
        differences.
 
 **CRITICAL
        ACCOUNTING POLICIES**
 
 The
        Company has prepared the accompanying unaudited condensed consolidated financial
        statements in conformity with accounting principles generally accepted in
        the
        United States for interim financial information. The preparation of the
        financial statements requires the use of judgement and estimates that affect
        the
        reported amounts of revenues, expenses, assets and liabilities. The Company
        has
        adopted accounting policies and practices that are generally accepted in
        the
        industry in which it operates. The Company believes the following are its
        most
        critical accounting policies that affect significant areas and involve
        management’s judgement and estimates. If these estimates differ significantly
        from actual results, the impact to the condensed consolidated financial
        statements may be material.
 
 **Revenue
        Recognition**
 
 The
        Company receives a single commission for the sale of each mechanical breakdown
        insurance policy (“MBI”) that compensates it both for the effort in selling the
        policy, and for providing administrative claims services as required. The
        Company has no direct liability for claims losses on MBI. It acts as the
        issuing
        insurance company’s agent in these transactions. The Company apportions the
        commissions received in a manner that it believes is proportionate to the
        values
        of the services provided. The revenues relating to policy sales are recorded
        in
        income when the policy information is received and approved by the Company.
        The
        revenues related to providing administrative claims services are deferred
        and
        recognized in income on a straight-line basis over the actual life of the
        policy.
 
 A
        vehicle
        service contract (“VSC”) is a contract for certain defined services between the
        Company and the purchaser. The Company reinsures its obligations by obtaining
        an
        insurance policy that guarantees its obligations under the contract. In
        accordance with Financial Accounting Standards Board Technical Bulletin 90-1,
“ *Accounting
        for Separately Priced Extended Warranty and Product Maintenance Contracts”,* revenues
        and costs associated with the sales of these contracts are deferred and
        recognized in income on a straight-line basis over the actual life of the
        contracts.
 12
 **Table
              of Contents**
 **SIGNIFICANT
        EVENTS**
 
 In
        December 2004, the Company acquired a 50% interest in Blue Sky Motorcycle
        Rentals, Inc. (BSMR) for the sum of $350,000 in cash. BMSR operates a motorcycle
        rental business in Colorado and has sold its business model to similar
        operations in Arizona, California, New Mexico, Nevada and Florida. The former
        owner of BSMR entered into a consulting contract with the Company to provide
        a
        continuity of services. The Company purchased the remaining 50% equity interest
        in April 2005 by forgiving $75,000 of indebtedness owed to it by the former
        owner of BSMR and by issuing a note in the amount of $200,000 payable in
        installments over the next twelve months. The Company amended and extended
        the
        consulting contract with the former owner of BSMR to acquire his services
        for a
        period
        of eight (8) years. The Company unilaterally terminated this consulting contract
        during the year ended October 31, 2005. BSMR is a Colorado corporation that
        serves the motorcycle rental industry through the rental of its motorcycles
        and
        through its internet web sites that offer a reservation system to those desiring
        to rent motorcycles throughout western United States. BSMR has licensed its
        name
        and business plan to motorcycle rental stores located within the southwestern
        United States.
 
 In
        May
        2005, the Company purchased the assets of Street Eagle, Inc., Rent2Ride
        Nationwide, Inc. and Rent2Ride Arizona, Inc. (“R2R”) for the sum of $200,000
        payable in monthly installments over an eleven (11) month period. The R2R
        companies are engaged in the motorcycle rental business in Hawaii and are
        the
        owners of computer software that is specifically designed to be used in a
        motorcycle rental location. The R2R purchase gave the Company access to this
        series of specialty programs that it intends to incorporate into its own
        and its
        licensed locations.
 
 In
        July
        2005, the Company acquired the assets of Liberty Motorcycle Rentals, LLC
        (“Liberty”), an Arizona Limited Liability Company located in Tempe, AZ for the
        sum of $20,000 in cash, the issuance of 500,000 unregistered shares of M.B.A.
        Holdings, Inc. common stock valued at $18,500 which was based on the stock’s
        trading price at the time of issue, the issuance of a note in the amount
        of
        $105,180 and the assumption of $54,820 of indebtedness relating to the assets
        acquired. The Company now operates a motorcycle rental location in the Liberty
        leased facility under the name WorldWide Rentals, LLC (“WorldWide”). One of the
        former owners of Liberty has accepted a three-year employment contract with
        WorldWide. The other former owner of Liberty has accepted a consulting contract
        with Mechanical Breakdown Administrators, Inc. and WorldWide covering a one
        year
        period.
 
 In
        July
        2005, in two concurrent transactions, the Company also acquired certain of
        the
        assets of Escape Eagles, Inc. for the sum of $200,000 and 200,000 unregistered
        shares of M.B.A Holdings, Inc. common stock valued at $8,000 which was based
        on
        the stock’s trading price at the time of issue. The purchase price was paid with
        the payment of $100,000 in cash and the issuance of a note in the amount
        of
        $100,000. The note is payable in equal monthly installments over a one year
        period. The Company acquired all of the outstanding equity of Escape Eagles,
        Inc. with the issuance of a note in the amount of $300,000. The note is payable
        in equal monthly installments over a three year period beginning on the first
        anniversary of the closing of the transactions. Escape Eagles, Inc. operates
        a
        motorcycle rental facility in Las Vegas, NV.
 
 **Income
        Taxes**
 
 There
        is
        no current provision for income taxes in the periods ended January 31, 2006
        and
        2005 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, 2005.
 13
 **Table
              of Contents**
 **RESULTS
        OF OPERATIONS**
 
 **COMPARISON
        OF THREE MONTHS ENDED JANUARY 31, 2006 AND 2005**
 
 **NET
        REVENUES**
 
 Net
        revenues for the fiscal quarter ended January 31, 2006 totaled $839,000,
        down
        $191,000 from the $1,030,000 recognized in the quarter ended January 31,
        2005.
        The decline is the result of continuing competitive pressures being experienced
        by the Company from vehicle manufacturers and other competitors as well as
        legislative changes in certain states that limited the companies that were
        allowed to underwrite policies in those states. In addition, the Company
        has not
        been able to generate significant revenues from its motorcycle rental
        operations.
 
 **OPERATING
        EXPENSES**
 
 Operating
        costs decreased to $1,128,000 in the quarter ended January 31, 2006 down
        $269,000 from the $1,397,000 expended in the quarter ended January 31, 2005.
        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 rents and leased equipment, by a normalization of telephone
        costs as the benefits of the settlement that occurred in 2005 were not available
        in 2006 and from increased costs of processing credit card charges and other
        bank services.
 
 The
        physical location of Blue Sky Motorcycle Rentals, Inc. in Denver, CO and
        the
        winter holiday season in general have contributed to the net loss incurred
        by
        the motorcycle segment of our business. Both Blue Sky and NMDA have been
        met
        with enthusiastic acceptance by motorcycle dealers at industry conventions
        and
        expect to see improved revenue growth as the summer riding season arrives.
 
 **OTHER
        INCOME (EXPENSE)**
 
 Total
        other income (expense) declined in the quarter ended January 31, 2006 by
        approximately $11,000 below the comparable 2005 quarter. The 2005 quarter
        included the receipt of the fee income that was negotiated as a part of the
        service termination agreement with two insurance companies in July 2002.
        The
        comparable 2006 quarter did not benefit from this income. Interest expense
        in
        the quarters remained substantially similar although slightly lower in 2006
        as
        certain indebtedness was repaid.
 
 **INCOME
        TAXES**
 
 There
        was
        no provision for income taxes in the quarters ended January 31, 2006 and
        2005
        because the Company has already recovered all federal income taxes paid in
        prior
        years to the extent available.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 The
        Company incurred significant losses during the current 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 quarter. In January 2006, 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 condensed consolidated financial statements
        have
        been prepared assuming the Company will continue as a going concern, although
        the Company’s auditors have expressed a doubt about the Company’s ability to
        continue as a going concern in their opinion dated January 20, 2006. The
        Company
        has incurred a loss in the first quarter of 2006 and expects such losses
        to
        continue further into 2006. The Company is pursuing the development of NMDA,
        Blue Sky and of other warranty products in its ongoing efforts to stem the
        losses and will require additional capital through either borrowings or
        infusions of equity to continue operations.
 14
 **Table
            of Contents**




MBA
          has
          over the last several months developed an integrated Direct Response Campaign.
          The Company has been marketing through direct mail solicitations. Direct
          mail
          recipients call a toll free number, receive a warranty sales presentation
          from
          our agent, and have been purchasing extended service contracts for their
          vehicles.
  The
          Company has been test marketing the direct mail solicitation process for
          the
          past 30 days, utilizing daily mailings and the services of two U.S. based
          call
          centers. These facilities have been generating 1.2 extended service contract
          sales, per agent, per day, or, approximately $2,400 in revenue per agent,
          per
          day.
  The
          Company is now embarking upon an affiliate call center development campaign.
          The
          aim here is to grow the Company’s call center operations exponentially, through
          the deployment of additional call centers in expanding markets. MBA’s training
          and sales development team would be instrumental in the successful roll
          out of
          this strategy, offering complete “turnkey” solutions to call center operators.
          The solution would provide the following:
  Ø
                Marketing
                    (make the phone ring)
  Ø
                Scripting,
                    sales training, and sales management
                    processes
  Ø
                Sales
                    verification
  Ø
                Transaction
                    processing
  Ø
                Service
                    Contract funding
  Ø
                Product
                    fulfillment
  Ø
                Customer
                    care
  Ø
                Insurance
                    and claims administration
  During
          the first 30 day testing period, the company has generated more than $100,000
          in
          gross revenue, with an estimated gross margin in excess of 40%.
  Working
          closely with the present call centers, MBA expects to significantly increase
          its
          monthly gross revenues with the use of their 20 agents. It is the Company’s goal
          over the next 18 to 24 months to be working with 10 affiliate call centers
          across the U.S. with an average agent count of 20 agents per call center.
          Management believes there will be sufficient cash flow coming from this
          operation to fund the program’s expansion internally.
  **SEASONALITY**
 
 The
        motorcycle rental business is seasonal in nature in that sales increase as
        weather becomes favorable and decline as weather worsens. To mitigate this
        affect on sales, the Company expects to relocate its rental assets with seasonal
        changes to its owned and/or licensed locations having the most favorable
        expected weather for motorcycle riding.
 15
 **Table
              of Contents**
 **COMPARISON
        OF JANUARY 31, 2006 AND OCTOBER 31, 2005**
 
 Working
        capital at January 31, 2006 consisted of current assets of $3,151,000 and
        current liabilities of $4,767,000, or a current ratio of 0.66 : 1. At October
        31, 2005 the working capital ratio was 0.71 : 1 with current assets of
        $3,383,000 and current liabilities of $4,733,000. The negative trend continues
        as the Company has absorbed additional operating losses. Loans from the
        Company’s principal shareholder and funds derived from the exercise of stock
        options have funded continuing operations.
  Deferred
        Revenues decreased $432,000 while Deferred Direct Costs decreased $334,000
        from
        balances at October 31, 2005. Deferred revenues consist of unearned VSC gross
        sales and estimated administrative service fees related to MBI policies.
        Deferred direct costs are costs that are directly related to the sale of
        VSCs.
        The change results from the overall decline in new policy 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, 2006, the amount owed to insurance
        companies increased $66,000 above the balance at October 31, 2005. 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 insurance companies
            such as Old Republic Insurance Company and Capital Assurance Risk Retention
            Group, Inc., the Company is primarily responsible for liability under
            these
            contracts. In the unlikely event that the third party reinsuring companies
            were
            unable to meet their contractual commitments to the Company, the Company
            itself
            would be required to perform under the contracts. Such an event could
            have a
            material adverse effect on the Company’s operations.
 
 The
            Company does not have any variable interest rate outstanding debt or
            long-term
            receivables. Therefore, it is not subject to significant interest rate
            risk.




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





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


**PART
      II - OTHER INFORMATION**





**ITEM 1.**
            **LEGAL
                PROCEEDINGS**





The
        Company is subject to claims and lawsuits that arise in the ordinary course
        of
        business, consisting principally of alleged errors and omissions in connection
        with the sale of insurance and personnel matters and of disputes over
        outstanding accounts.
 
 The
        Company has been named as a party to a lawsuit involving the plaintiff and
        the
        former owner of Blue Sky Motorcycle Rentals, Inc. (“BSMR”). The complaint
        alleges that the Company and the former owner of BSMR improperly
        utilized certain assets of the plaintiff as security for its borrowings.
        The
        Company has responded to the complaint by denying the allegations and intends
        to
        vigorously pursue all defenses available.
 
 The
        Company has received a letter from an attorney representing the former owner
        of
        BSMR that alleges wrong doing, including securities violations, on the part
        of
        the Company and contends that certain of the representations and warranties
        made
        at the time of the purchase of BSMR were incorrect. The Company denies the
        allegations and contends that the former owner of BSMR misrepresented the
        ownership and location of BSMR’s assets and misled the Company concerning the
        amount of BSMR’s liabilities. The former owner has refused to transfer ownership
        of all of BSMR’s assets to the Company. The Company has unilaterally terminated
        its consulting contract with the former owner of BSMR and believes it has
        no
        further obligations thereunder. At the direction of the Board of Directors
        of
        the Company, a subcommittee has been formed to vigorously pursue the location
        and title to the BSMR assets and to use all defenses available to answer
        any
        formal complaint received. To this end, the subcommittee has retained a legal
        firm to represent it in this matter and to pursue all possible claims against
        the former owner. At the time of filing of this document, no formal summons
        has
        been received relating to this matter. The Company has recently filed a formal
        complaint against the former owner of BSMR seeking to recover its
        damages.
 
 The
        Company maintains a reserve for claims arising in the ordinary course of
        business and believes that this reserve is sufficient to cover the costs
        of such
        claims. On the basis of information presently available, management does
        not
        believe the settlement of any such claims or lawsuits will have a material
        adverse effect on the financial position, results of operations or cash flows
        of
        the Company.
  **ITEM 1A.**
                        **RISK
                            FACTORS**
 
 In
          addition to the risk factors enumerated in Form 10K under Item 1A, it should
          be
          noted that during the current fiscal quarter a related party has advanced
          funds
          on demand notes and through the deferral of rent payments (See Note 5)
          in order
          to overcome working capital deficiencies. In prior years, the Company has
          granted the related party, Cactus Family Investments, LLC, a security interest
          in all of its unencumbered assets. There is no assurance that additional
          advances will be made if additional working capital is required. Based
          upon the
          foregoing, the accompanying condensed consolidated financial statements
          have
          been prepared assuming the Company will continue as a going concern.
 
 The
          Company has incurred a loss in February 2006 and expects such losses to
          continue
          into the first half of 2006. The Company is attempting to reverse this
          downward
          trend with its motorcycle rental operations, with increased marketing contacts
          with other Internet vendors and with further expansion into the motorcycle
          market through its subsidiary, National Motorcycle Dealers Association,
          LLC and
          its Street Eagle licensed dealerships. There is no assurance that these
          efforts
          will be successful in reversing the trend of operating losses.


**ITEM 2.**
                  **UNREGISTERED
                      SALES OF EQUITY SECURITIES AND USE OF
                      PROCEEDS**
  None
 **ITEM 3.**
                  **DEFAULTS
                      UPON SENIOR SECURITIES**
  None
 17
 **Table
                    of Contents**
 **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
                31
              Certification
                  of Chief Executive Officer and Acting Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of
                  2002
 
 Exhibit
                32
              Certification
                  of Chief Executive Officer and Acting Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 (b)
              Reports
                  on Form 8-K
  None
 18
 **Table
            of Contents**
 
 **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned thereto duly authorized.
 **M.B.A.
                  HOLDINGS, INC.**Dated: 
                  April 10, 2006
                By:
                /s/ Gaylen
                  M. BrothersonGaylen
                    M. Brotherson
                  Chairman of the Board, Chief Executive Officer
                    and
                  Acting Chief Financial
                    Officer
 19