**Table
        of Contents**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)


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





Commission
      File Number: **000-28221**





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


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


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





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





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





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





Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer.  See definition of 
“accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 
(Check one)
 Large accelerated filer o
                        Accelerated filer o
                        Non-accelerated filer ý
 Indicate
                by check mark if the registrant is a shell company (as defined in
                Rule 12b-2 of
                the Exchange Act).     Yes  oNo ý
 Indicate
                  the number of shares outstanding of each of the issuer’s classes of common
                  stock, as of the latest practicable date.
  Number
                    of
                    Common Stock shares (no par value, $0.0001 stated value) outstanding
                    at July 31,
                    2006: 217,005,313
                    shares.


**Table
          of Contents**





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




**PART
                I - FINANCIAL
                INFORMATION**PageItem 1.
            Consolidated Financial
              StatementsCondensed
                Consolidated Balance Sheets as of July
                31, 2006 (Unaudited) and October 31, 2005
            3Condensed
                Consolidated Statements of Income (Loss) for the three and nine monthsended
                July 31, 2006 and 2005 (Unaudited)
            5Condensed
                Consolidated Statements of Stockholders’ Deficit as of July 31,
                2006(Unaudited)
            6Condensed
                Consolidated Statements of Cash Flows for the nine months ended July
                31,
                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
            13Item 3.
            Quantitative
              and
              Qualitative Disclosures About Market Risk
            17Item 4.
            Controls and
              Procedures
            17**PART
                II - OTHER
                INFORMATION**Item
              1.
            Legal
              Proceedings
            18Item
              1A.
            Risk
              Factors
            18Item
              2.
            Unregistered
              Sales of Equity Securities and Use of
              Proceeds
            19Item
              3.
            Defaults
              Upon Senior Securities
            19Item
              4.
            Submissions
              of Matters to a Vote of Security
              Holders
            19Item
              5.
            Other
              Information
            19Item
              6.
            Exhibits
            19Signatures
            20




2
 **Table
          of Contents**




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




**M.B.A.
                  HOLDINGS, INC. AND
                  SUBSIDIARIES****CONDENSED
                  CONSOLIDATED BALANCE SHEETS****JULY
                  31, 2006 AND OCTOBER 31, 2005****ASSETS**
              
              **July
                  31,**
              
              **October
                  31,****2006**
              
              **2005****(Unaudited)**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              59,020
              
              $
              545,184Restricted
                  cash
              
              
              120,341
              
              
              25,653Accounts
                  receivable
              
              
              351,562
              
              
              284,502Prepaid
                  expenses and other assets
              
              
              67,332
              
              
              31,481Deferred
                  direct costs
              
              
              2,141,205
              
              
              2,496,606Total
                  current assets
              
              
              2,739,460
              
              
              3,383,426PROPERTY
                  AND EQUIPMENT:Computer
                  equipment
              
              
              347,531
              
              
              332,523Office
                  equipment and furniture
              
              
              161,038
              
              
              208,523Vehicles
              
              
              25,000
              
              
              410,318Leasehold
                  improvements
              
              
              80,182
              
              
              80,182Total
                  property and equipment
              
              
              613,751
              
              
              1,031,546Accumulated
                  depreciation and amortization
              
              
              (507,341
              )
              
              (498,274
              )Property
                  and equipment - net
              
              
              106,410
              
              
              533,272OTHER
                  ASSETSDeposits
              
              
              4,217
              
              
              –Deferred
                  direct costs
              
              
              2,108,225
              
              
              2,925,2562,112,442
              
              
              2,925,256TOTAL
                  ASSETS
              
              $
              4,958,312
              
              $
              6,841,954See
                  notes to condensed consolidated financial statements.




3
 **Table
            of Contents**
  **M.B.A.
                      HOLDINGS, INC. AND SUBSIDIARIES****CONDENSED
                      CONSOLIDATED BALANCE SHEETS (Continued)****JULY
                      31, 2006 AND OCTOBER 31, 2005****LIABILITIES
                      AND STOCKHOLDERS’ DEFICIT**
                  
                  **July
                      31,**
                  
                  **October
                      31,****2006**
                  
                  **2005****(Unaudited)**CURRENT
                      LIABILITIES:Net
                      premiums payable to insurance companies
                  
                  $
                  357,670
                  
                  $
                  349,000Notes
                      payable - short term
                  
                  
                  233,473
                  
                  
                  458,695Notes
                      payable - officer
                  
                  
                  487,375
                  
                  
                  147,500Accounts
                      payable and accrued expenses
                  
                  
                  628,191
                  
                  
                  721,884Accounts
                      payable - officer
                  
                  
                  356,584
                  
                  
                  175,006Capital
                      lease obligations
                  
                  
                  10,686
                  
                  
                  9,828Deferred
                      revenues
                  
                  
                  2,466,676
                  
                  
                  2,871,093Total
                      current liabilities
                  
                  
                  4,540,655
                  
                  
                  4,733,006Capital
                      lease obligations - net of current portion
                  
                  
                  18,519
                  
                  
                  14,067Notes
                      payable less current portion
                  
                  
                  47,862
                  
                  
                  477,624Deferred
                      income tax liability
                  
                  
                  12,802
                  
                  
                  12,802Deferred
                      revenues
                  
                  
                  2,448,802
                  
                  
                  3,356,602Total
                      liabilities
                  
                  
                  7,068,640
                  
                  
                  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), 218,005,313 shares issued (post split)
                            in 2006 and
                            209,871,980 (post split) in 2005, 217,689,313 shares
                            (post split)
                            outstanding in 2006 and 209,555,980 (post split) in
                            2005
                  
                  
                  21,769
                  
                  
                  20,987Additional
                      paid-in capital
                  
                  
                  9,962,318
                  
                  
                  9,805,836Accumulated
                      deficit
                  
                  
                  (12,039,115
                  )
                  
                  (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
                  
                  
                  (2,110,328
                  )
                  
                  (1,752,147
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  4,958,312
                  
                  $
                  6,841,954See
                      notes to condensed consolidated financial statements.
 4
 **Table
              of Contents**
  **M.B.A.
                      HOLDINGS, INC. AND
                      SUBSIDIARIES****CONDENSED
                      CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                      (UNAUDITED)****THREE
                      AND NINE MONTHS ENDED JULY 31, 2006 AND 2005****Three
                      Months Ended July 31,**
                  
                  **Nine
                      Months Ended July 31,****2006**
                  
                  **2005**
                  
                  **2006**
                  
                  **2005**REVENUES:Vehicle
                      service contract gross income
                  
                  $
                  580,351
                  
                  $
                  1,212,202
                  
                  $
                  1,786,034
                  
                  $
                  3,104,164Net
                      mechanical breakdown insurance income (cancellations)
                  
                  
                  258,153
                  
                  
                  30,613
                  
                  
                  354,096
                  
                  
                  52,344Brokerage,
                      association and administrative service revenue
                  
                  
                  17,849
                  
                  
                  126,155
                  
                  
                  63,262
                  
                  
                  232,476Motorcycle
                      rental and related revenues
                  
                  
                  97,539
                  
                  
                  159,677
                  
                  
                  399,440
                  
                  
                  159,677Licensing
                      and association fees
                  
                  
                  16,881
                  
                  
                  –
                  
                  
                  120,553
                  
                  
                  –Total
                      net revenues
                  
                  
                  970,773
                  
                  
                  1,528,647
                  
                  
                  2,723,385
                  
                  
                  3,548,661OPERATING
                      EXPENSES:Direct
                      acquisition costs of vehicle service contracts
                  
                  
                  594,187
                  
                  
                  1,184,071
                  
                  
                  1,761,271
                  
                  
                  2,938,592Costs
                      of motorcycle and insurance premium expense
                  
                  
                  7,568
                  
                  
                  79,886
                  
                  
                  35,293
                  
                  
                  79,886Salaries
                      and employee benefits
                  
                  
                  193,508
                  
                  
                  419,273
                  
                  
                  590,855
                  
                  
                  883,135Mailings
                      and postage
                  
                  
                  15,823
                  
                  
                  14,106
                  
                  
                  23,053
                  
                  
                  36,835Rent
                      and lease expense
                  
                  
                  81,444
                  
                  
                  84,151
                  
                  
                  270,288
                  
                  
                  236,603Professional
                      fees
                  
                  
                  80,485
                  
                  
                  316,711
                  
                  
                  342,774
                  
                  
                  707,994Telephone
                  
                  
                  17,267
                  
                  
                  14,126
                  
                  
                  43,400
                  
                  
                  4,153Depreciation
                      and amortization
                  
                  
                  19,246
                  
                  
                  62,952
                  
                  
                  56,122
                  
                  
                  75,645Merchant
                      and bank charges
                  
                  
                  9,325
                  
                  
                  9,622
                  
                  
                  30,775
                  
                  
                  19,665Insurance
                  
                  
                  8,726
                  
                  
                  2,240
                  
                  
                  49,326
                  
                  
                  7,730Supplies
                  
                  
                  251
                  
                  
                  8,573
                  
                  
                  22,998
                  
                  
                  14,945License
                      and fees
                  
                  
                  915
                  
                  
                  1,323
                  
                  
                  10,999
                  
                  
                  5,224Other
                      operating expenses
                  
                  
                  43,316
                  
                  
                  127,449
                  
                  
                  193,133
                  
                  
                  262,367Total
                      operating expenses
                  
                  
                  1,072,061
                  
                  
                  2,324,483
                  
                  
                  3,430,287
                  
                  
                  5,272,774Equity
                      in net loss of Blue Sky Motorcycle Rentals, Inc.
                  
                  
                  –
                  
                  
                  –
                  
                  
                  –
                  
                  
                  (40,076
                  )OPERATING
                      LOSS
                  
                  
                  (101,288
                  )
                  
                  (795,836
                  )
                  
                  (706,902
                  )
                  
                  (1,764,189
                  )OTHER
                      INCOME (EXPENSE):Finance
                      and other fee income
                  
                  
                  7,203
                  
                  
                  239
                  
                  
                  12,538
                  
                  
                  4,164Interest
                      income
                  
                  
                  0
                  
                  
                  54
                  
                  
                  431
                  
                  
                  280Interest
                      expense and fees
                  
                  
                  (9,550
                  )
                  
                  (1,018
                  )
                  
                  (26,782
                  )
                  
                  (12,561
                  )Other
                      income (expense)
                  
                  
                  82,039
                  
                  
                  (15,296
                  )
                  
                  73,857
                  
                  
                  (35,937
                  )Gain
                      on sale of assets
                  
                  
                  131,413
                  
                  
                  0
                  
                  
                  131,413
                  
                  
                  0Other
                      income (expense) - net
                  
                  
                  211,105
                  
                  
                  (16,021
                  )
                  
                  191,457
                  
                  
                  (44,054
                  )INCOME
                      (LOSS) BEFORE INCOME TAXES
                  
                  
                  109,817
                  
                  
                  (811,857
                  )
                  
                  (515,445
                  )
                  
                  (1,808,243
                  )INCOME
                      TAXES
                  
                  
                  –
                  
                  
                  –
                  
                  
                  –
                  
                  
                  –NET
                      INCOME (LOSS)
                  
                  $
                  109,817
                  
                  $
                  (811,857
                  )
                  $
                  (515,445
                  )
                  $
                  (1,808,243
                  )BASIC
                      AND DILUTED NET LOSS PER SHARE
                  
                  $
                  0.00
                  
                  $
                  (0.01
                  )
                  $
                  (0.00
                  )
                  $
                  (0.01
                  )WEIGHTED
                        AVERAGE NUMBER OF COMMON SHARES
                      OUTSTANDING
                        – BASIC AND DILUTED (Post Split)
                  
                  
                  213,667,574
                  
                  
                  188,574,389
                  
                  
                  210,953,049
                  
                  
                  151,282,437See
                      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 NINE MONTHS ENDED JULY 31,
                              2006****Total****Additional**
                          
                          **Retained**
                          
                          
                          
                          **Stockholders’****Preferred
                              Stock**
                          
                          **Common
                              Stock**
                          
                          **Paid-In**
                          
                          **Earnings**
                          
                          **Treasury**
                          
                          **(Deficit)****Shares**
                          
                          **Amount**
                          
                          **Shares**
                          
                          **Amount**
                          
                          **Capital**
                          
                          **(Deficit)**
                          
                          **Stock**
                          
                          **Equity**BALANCE
                              NOVEMBER 1, 2004
                          
                          
                          2,000,000
                          
                          $
                          200
                          
                          
                          121,268,264
                          
                          $
                          12,126
                          
                          $
                          2,433,205
                          
                          $
                          (3,668,184
                          )
                          $
                          (55,500
                          )
                          $
                          (1,278,153
                          )Issuance
                                of common shares and exercise of stock options
                          
                          
                          
                          
                          
                          
                          
                          
                          42,603,716
                          
                          
                          4,261
                          
                          
                          2,777,231
                          
                          
                          
                          
                          
                          
                          
                          
                          2,781,492Conversion
                              of preferred to common shares
                          
                          
                          (460,000
                          )
                          
                          (46
                          )
                          
                          46,000,000
                          
                          
                          4,600
                          
                          
                          4,595,400
                          
                          
                          
                          
                          
                          
                          
                          
                          4,599,954Retirement
                              of Class A preferred shares
                          
                          
                          (1,540,000
                          )
                          
                          (154
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (154
                          )Issuance
                              of preferred shares
                          
                          
                          2,000,000
                          
                          
                          200
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          200Net
                              loss
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          (7,855,486
                          )
                          
                          –
                          
                          
                          (7,855,486
                          )BALANCE
                              OCTOBER 31, 2005
                          
                          
                          2,000,000
                          
                          
                          200
                          
                          
                          209,871,980
                          
                          
                          20,987
                          
                          
                          9,805,836
                          
                          
                          (11,523,670
                          )
                          
                          (55,500
                          )
                          
                          (1,752,147
                          )Issuance
                                of common shares and exercise of stock options (Unaudited)
                          
                          
                          
                          
                          
                          
                          
                          
                          8,133,333
                          
                          
                          782
                          
                          
                          156,482
                          
                          
                          
                          
                          
                          
                          
                          
                          157,264Net
                              loss (Unaudited)
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          –
                          
                          
                          (515,445
                          )
                          
                          –
                          
                          
                          (515,445
                          )BALANCE
                              JULY 31, 2006 (Unaudited)
                          
                          
                          2,000,000
                          
                          $
                          200
                          
                          
                          218,005,313
                          
                          $
                          21,769
                          
                          $
                          9,962,318
                          
                          $
                          (12,039,115
                          )
                          $
                          (55,500
                          )
                          $
                          (2,110,328
                          )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)****NINE
                        MONTHS ENDED JULY 31, 2006 AND 2005****July
                        31,****2006**
                    
                    **2005**CASH
                        FLOWS FROM OPERATING ACTIVITIES:Net
                        loss
                    
                    $
                    (515,445
                    )
                    $
                    (1,808,243
                    )Adjustments
                          to reconcile net loss to net cash used in operating
                          activities:Depreciation
                        and amortization
                    
                    
                    56,122
                    
                    
                    75,645Issuance
                        of stock for services
                    
                    
                    44,634
                    
                    
                    –Write-off
                        of Book Value of Vehicle Sold
                    
                    
                    8,789
                    
                    
                    –Gain
                        on Sale of Assets
                    
                    
                    (131,413
                    )
                    
                    –Stock
                        based Compensation
                    
                    
                    –
                    
                    
                    213,000Related
                        party rent expense paid in excess of accrual
                    
                    
                    –
                    
                    
                    11,729Equity
                        in net loss of Blue Sky Motorcycle Rentals, Inc.
                    
                    
                    –
                    
                    
                    40,076Issuance
                        of preferred stock in return for related party rent
                    
                    
                    –
                    
                    
                    214,129Changes
                        in assets and liabilities:Accounts
                        receivable
                    
                    
                    (68,951
                    )
                    
                    (294,580
                    )Inventory
                    
                    
                    –
                    
                    
                    (5,677
                    )Prepaid
                        expenses and other assets
                    
                    
                    (19,723
                    )
                    
                    (5,399
                    )Deferred
                        direct costs
                    
                    
                    1,172,433
                    
                    
                    1,413,082Net
                        premiums payable to insurance companies
                    
                    
                    8,670
                    
                    
                    239,253Insurance
                        deposits from members
                    
                    
                    –
                    
                    
                    16,368Accounts
                        payable - officer
                    
                    
                    181,578
                    
                    
                    –Accounts
                        payable and accrued expenses
                    
                    
                    (78,899
                    )
                    
                    (77,957
                    )Deposits
                    
                    
                    (4,217
                    )
                    
                    –Deferred
                        revenues
                    
                    
                    (1,312,217
                    )
                    
                    (1,555,128
                    )Net
                        cash (used in) operating activities
                    
                    
                    (658,639
                    )
                    
                    (1,523,702
                    )CASH
                        FLOWS FROM INVESTING ACTIVITIES:Investment
                        in Blue Sky Motorcycle Rentals, Inc.
                    
                    
                    –
                    
                    
                    309,214Payments
                        from Restricted cash
                    
                    
                    (94,688
                    )
                    
                    (61,003
                    )Purchase
                        of Property and Equipment
                    
                    
                    (17,635
                    )
                    
                    (1,042,669
                    )Proceeds
                        of Sale of Vehicle and Equipment
                    
                    
                    12,000
                    
                    
                    –Net
                        cash provided by investing activities
                    
                    
                    (100,323
                    )
                    
                    (794,458
                    )CASH
                        FLOWS FROM FINANCING ACTIVITIES:Proceeds
                        (repayment) of borrowing from officers and affiliates
                    
                    
                    339,875
                    
                    
                    (190,664
                    )Issuance
                        of common stock
                    
                    
                    67,630
                    
                    
                    1,918,674Payments
                        of notes payable
                    
                    
                    (140,016
                    )
                    
                    –Additions
                        to (Payments on) capital lease obligation
                    
                    
                    5,309
                    
                    
                    15,593Net
                        cash provided by (used in) financing activities
                    
                    
                    272,798
                    
                    
                    1,743,603NET
                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                    
                    
                    (486,164
                    )
                    
                    (574,557
                    )CASH
                        AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                    
                    
                    545,184
                    
                    
                    782,848CASH
                        AND CASH EQUIVALENTS, END OF PERIOD
                    
                    $
                    59,020
                    
                    $
                    208,291SUPPLEMENTAL
                        DISCLOSURES OF CASH FLOW INFORMATION:Cash
                        paid for interest
                    
                    $
                    4,719
                    
                    $
                    1,779Non
                        Cash Investing and Financing ActivitiesStock
                        issued to employees and consultants for services
                    
                    $
                    89,634
                    
                    $
                    –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)**
 **SIX
        MONTHS ENDED JULY 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 and nine months ended July 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
                INCOME/LOSS PER SHARE**




Net
          income/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 income/ 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 income per common
          share assuming dilution is computed on the same weighted average number
          of
          shares of common stock outstanding as basic loss per share. The additional
          shares representing the exercise of outstanding common stock options using
          the
          treasury stock method are not considered nor are the dilutive effect of
          the
          voting rights of the Class B preferred stock and employee stock options
          for the
          same reason. The 10-1 forward stock split, the 1 for 100 stock dividend
          and the
          1 for 200 stock dividend are reflected retroactively for all periods presented.
          At July 31, 2006, the Company had 6,150,010 stock options outstanding that
          have
          been excluded from the diluted loss per share calculation because inclusion
          of
          such would be anti-dilutive.


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




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


8
 **Table
          of Contents**




**4.**
            **RELATED
                PARTY TRANSACTIONS**




The
        Company leases its office space from Cactus Family Investments, LLC. The
        managing member of Cactus Family Investments, LLC is Gaylen Brotherson, the
        Chief Executive Officer. Rent expense for this office space was $47,347 and
        $71,376 for the three months ending July 31, 2006 and 2005 and $165,069 and
        $214,129 for the nine months ended July 31, 2006 and 2005.
 
 From
        time
        to time, Gaylen Brotherson, the Chief Executive Officer, directly and through
        an
        affiliated company, has loaned the Company funds to enable it to meet its
        operating expenses. The loans are evidenced by a note that matures on demand
        and
        bears interest at a rate of 6%. As security for the loan, the Company has
        granted the affiliated company, Cactus Family Investments, LLC, a security
        interest in all of its unencumbered assets.


**5.**
            **EMPLOYEE
                STOCK OPTION PLAN**


On
        April
        7, 2004, the Company adopted the M.B.A. Holdings, Inc. Employee Stock Incentive
        Plan for the Year 2004 and on July 7, 2004, the M.B.A. Holdings. Inc. Employee
        Stock Incentive Plan for the Year 2004 -B. These plans have the purpose of
        advancing the business and development of the Company and its shareholders
        by
        affording employees of the Company the opportunity to acquire an equity interest
        in the Company. Under the terms of the plans, employees are granted options
        to
        purchase Company stock at specified prices. The plan is administered by the
        Compensation Committee of the Board of Directors and is authorized to grant
        options for up to 128,000,000 shares of the common stock of the Company.
        As of
        July 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 July 31,
        2006. As of July 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 July 31, 2006, the Company has granted options for
        a total
        of 19,987,000 shares to selected directors/consultants. Compensation expense
        of
        $5000 was recorded in connection with these transactions in the quarter ended
        April 30, 2006. As of July 31, 2006 there were 2,013,000 options outstanding
        under this plan.


**6.**
                **BUSINESS
                    SEGMENTS**
  During
            the fiscal quarter ended July 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, that
            are
            sold though Credit Unions, Auto, Recreational Vehicle, and Motorcycle
            Dealers,
            and via Direct Mail and Inbound Telemarketing with call centers in several
            cities, including Scottsdale, Az., St. Louis, Mo., Watertown, SD. and
            the
            Atlanta, GA.
 
 The
            Motorcycle segment offers motorcycles and off road vehicles for rent
            at licensed
            locations under the name Street Eagle Motorcycle Rentals, Rent 2 Ride
            and Blue
            Sky Motorcycle Rentals. The company sold the company operated rental
            locations
            during 2006. 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.
 9
 **Table
                    of
                    Contents**
   Information
              by industry segment is set forth below for the quarter ended July 31,
              2006 and
              2005, and as of July 31, 2006 and October 31,
              2005:
  **July
                  31, 2006**
              ****
              **July
                  31,
                  2005**Net
                  revenues:Extended
                  Warranty Sales and Servicing
              
              $
              856,353
              
              $
              1,319,847Motorcycles
              
              
              114,420
              
              
              208,800970,773
              
              
              1,528,647Income
                  (Loss) from operations:Extended
                  Warranty Sales and Servicing
              
              
              343,812
              
              
              (660,271
              )Motorcycles
              
              
              (233,995
              )
              
              (151,586
              )109,817
              
              
              (811,857
              )**July
                  31, 2006**
              ****
              ****
              **October
                  31, 2005**Identifiable
                  assets:Extended
                  Warranty Sales and Servicing
              
              
              680,995
              
              
              1,042,301Motorcycles
              
              
              27,887
              
              
              377,791708,882
              
              
              1,420,092Deferred
                  policy acquisition costs:Extended
                  Warranty Sales and Servicing
              
              
              4,249,430
              
              
              5,421,862Motorcycles
              
              
              None
              
              
              None
  See
          Note
          10. The Company disposed of certain retail outlets within its motorcycle
          segment. The Company continues to rent motorcycles and intends to pursue
          other
          retail outlets for these rentals and does not intend on exiting this business
          segment.


**7.**
            **COMMITMENTS
                  AND CONTINGENCIES**


The
        Company is subject to claims and lawsuits that arise in the ordinary course
        of
        business, consisting principally of alleged errors and omissions in connection
        with the sale of insurance and personnel matters and of disputes over
        outstanding accounts.
 
 The
        Company has been named as a party to a lawsuit involving the plaintiff and
        the
        former owner of Blue Sky Motorcycle Rentals, Inc. (“BSMR”). The complaint
        alleges that the Company and the former owner of BSMR improperly utilized
        certain assets of the plaintiff as security for its borrowings. The Company
        has
        responded to the complaint by denying the allegations and intends to vigorously
        pursue all defenses available.
 
 The
        Company has received a letter from an attorney representing the former owner
        of
        BSMR that alleges wrong doing, including securities violations, on the part
        of
        the Company and contends that certain of the representations and warranties
        made
        at the time of the purchase of BSMR were incorrect. The Company denies the
        allegations and contends that the former owner of BSMR misrepresented the
        ownership and location of BSMR’s assets and misled the Company concerning the
        amount of BSMR’s liabilities. The former owner has refused to transfer ownership
        of all BSMR’s assets to the Company. The Company has unilaterally terminated its
        consulting contract with the former owner of BSMR and believes it has no
        further
        obligations thereunder. At the direction of the Board of Directors of the
        Company, a subcommittee has been formed to vigorously pursue the location
        and
        title to the BSMR assets and to use all defenses available to answer any
        formal
        complaint received. To this end, the subcommittee has retained a legal firm
        to
        represent it in this matter and to pursue all possible claims against the
        former
        owner. MBA Holdings, Inc and MBA, Inc. has filed a complaint in the Superior
        Court of the State of Arizona, Case Number CV2006-004615, and were most recently
        awarded a Partial Judgment in the amount of $622,000.00, and eleven (11)
        Domain
        Names and eleven (11) Websites including www.blueskymotorcyclerentals.com .
        The
        monetary award far exceeds the amount of a Note Payable to the former owner
        on
        the books of MBA, Inc. in the amount of $83,000. At the time of filing of
        this
        document, no formal summons has been received relating alleged company wrong
        doing, however a formal complaint has been filed against the former owner
        of
        BSMR which resulted in a formal judgment against the former
        owner.


10
 **Table
                  of
                  Contents**
 The
            Company maintains a reserve for claims arising in the ordinary course
            of
            business and believes that this reserve is sufficient to cover the costs
            of such
            claims. On the basis of information presently available, management does
            not
            believe the settlement of any such claims or lawsuits will have a material
            adverse effect on the financial position, results of operations or cash
            flows of
            the Company.
 
 As
            the
            50% owner of iDigital, LLC, the Company is obligated to award 200,000
            common
            shares of M.B.A. Holdings, Inc. as additional compensation for each year
            of
            service that they complete with the Company.


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


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


**9.**
                **RECLASSIFICATIONS**
 Certain
            prior period amounts have been reclassified to conform to the current
            period
            presentation.
 **10.**
                  **DISPOSAL
                      OF MOTORCYCLE OPERATIONS**
 
 On
            June
            30, 2006 the company sold two of its motorcycle rental operations, World
            Wide
            Rentals and Escape Eagles, back to the original owners of each company.
            They
            were sold for assumption of all assets and liabilities of the operations,
            plus
            World Wide Rentals paid a sum of $10. Assets and liabilities were recorded
            as
            sold at book value, a summary of which follows:
 11
 **Table
                  of Contents**
 **World
                        Wide Rentals**
                    
                    **Escape
                        Eagles**
                    ****
                    **Total**Vehicles,
                          Property & Equipment, net of accumulated
                          depreciation
                    
                    $
                    (183,026
                    )
                    $
                    (184,435
                    )
                    $
                    (367,461
                    )Prepaid
                        Expenses and Other Assets
                    
                    
                    (2,592
                    )
                    
                    (28,296
                    )
                    
                    (
                        30,888
                    )Accounts
                        Payable
                    
                    
                    7,262
                    
                    
                    7,532
                    
                    
                    14,794Notes
                        Payable
                    
                    
                    189,965
                    
                    
                    325,003
                    
                    
                    514,968Gain
                        (Loss) on Sale of Assets
                    
                    $
                    11,609
                    
                    $
                    119,804
                    
                    $
                    131,413
 
 **11.**
                  **ADDITIONAL
                      SHARES ISSUED**
  On
            June
            14, the company issued 5,000,000 shares to Crescent Fund, LLC in exchange
            for
            six months of consulting to raise long term and short term financing
            and to
            provide possible mergers and acquisitions. The value of these shares
            at $45,000
            was capitalized as a prepaid expense. The Company is accounting for this
            transaction in accordance with EITF 96-18. The measurement date will
            occur as
            the counterparty performs under the contract and the prepaid expense
            will be
            amortized and revalued as those services are performed.


12
 **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.
  13
 **Table
                  of Contents**
  **SIGNIFICANT
            EVENTS**
 In
              December 2004, the Company acquired a 50% interest in Blue Sky Motorcycle
              Rentals, Inc. (BSMR) for the sum of $350,000 in cash. BSMR is a Colorado
              corporation that serves the motorcycle rental industry through the
              rental of its
              motorcycles out of Denver and through its internet web sites that offer
              a
              reservation system to those desiring to rent motorcycles throughout
              the United
              States. BSMR has licensed its name and business plan to motorcycle
              rental stores
              located within the southwestern United States. The former owner of
              BSMR entered
              into a consulting contract with the Company to provide a continuity
              of services.
              The Company purchased the remaining 50% equity interest in April 2005
              by
              forgiving $75,000 of indebtedness owed to it by the former owner of
              BSMR and by
              issuing a note in the amount of $200,000 payable in installments over
              the next
              twelve months, but MBA has since found out that 48% percent of the
              stock in Blue
              Sky was encumbered by a large loan which was not disclosed to MBA.
              The Company
              amended and extended the consulting contract with the former owner
              of BSMR to
              acquire his services for a period of eight (8) years. The Company unilaterally
              terminated this consulting contract during the year ended October 31,
              2005. Blue
              Sky - Denver rental store was closed by the former owner in December
              2005. MBA
              Holdings, Inc and MBA, Inc. has filed a complaint in the Superior Court
              of the
              State of Arizona, Case Number CV2006-004615, and were most recently
              awarded a
              Partial Judgment in the amount of $622,000.00, and eleven (11) Domain
              Names and
              eleven (11) Websites including www.blueskymotorcyclerentals.com .
              The
              monetary award far exceeds the balance due on the Note Payable to the
              former
              owner in the amount of $83,000.
  MBA
              has
              returned to it’s root business plan by restarting it’s Direct Mail and Inbound
              Telemarketing with call centers in several cities, including Scottsdale,
              Az.,
              St. Louis, Mo, Watertown, SD., and Atlanta, GA. These call centers
              produced
              additional gross sales of $272,000.00 in recent months.
  MBA,
              and
              other marketers of third party VSC and MBI contracts, may find it difficult
              to
              maintain their sales and profit margins should the major automakers
              resume 0%
              financing. This is because MBA acquires most of its business through
              alternative
              financing sources such as credit unions.
  In
              July
              2005, the company purchased the assets of Street Eagle, Inc., Rent2Ride
              Nationwide, Inc. and Rent2Ride Arizona, Inc. (“R2R”) for the sum of $200,000
              payable in monthly installments over an eleven (11) month period. The
              R2R
              companies are engaged in the motorcycle rental business in Hawaii and
              are the
              owners of computer software that is specifically designed to be used
              in a
              motorcycle rental location. The R2R purchase gave the Company access
              to this
              series of specialty programs that it intends to incorporate into its
              own and its
              licensed locations. The company has opened a Rent 2 Ride store Murphysboro,
              Tenn. We have opened Street Eagle Rental stores in Spring of 2006 in
              Mountain
              View, California, San Antonio, Texas and Maui, Hawaii, Street Eagle
              has
              additional licensed stores opening in Key Largo, Florida, Monterey,
              California,
              and Peoria, Arizona.
  On
              June
              30, 2006 the company sold Liberty Motorcycle Rentals back to the previous
              owner
              for a payment to MBA Holdings, Inc. of $10.00 and assumption of any
              and all
              loans, liabilities and the company cancelled the employment and consulting
              contract with the previous owners.
  On
              June
              30, 2006 the company transferred back the operations, assets and liabilities
              of
              Escape Eagles to the former owner, as covered in the original contract
              of
              sale.
 
 On
              July
              14, 2006 the company entered into a consulting agreement with the Crescent
              Fund,
              LLC., a Delaware Limited Liability Company, 40 Wall Street, New York,
              NY. In
              exchange for 5,000,000 shares of stock, Crescent Fund will provide
              management
              consulting services to the company for six months. The focus of the
              consulting
              is to arrange long term financing for MBA Holdings, Inc. and short-term
              financing for our extended warranty sales. They have arranged small
              amounts of
              financing over the last few months and are facilitating proposals for
              mergers
              and acquisitions.
 14
 **Table
                  of Contents**
 **RESULTS
                OF OPERATIONS**
 
 **COMPARISON
                OF THE THREE MONTHS ENDED JULY 31, 2006 AND 2005**
 
 **NET
                REVENUES**
 
 Net
                revenues for the fiscal quarter ended July 31, 2006 totaled $970,773,
                down $557,874 from the $1,528,647 recognized in the quarter ended July 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
                Expenses decreased to $1,072,061 in the quarter ending July 31,
                2006 .
                This
                was a decrease of $1,252,422 from the $2,324,483 reported for the
                quarter ended
                July 31, 2005. The closure of the Blue Sky Motorcycle Rentals, Inc.
                in Denver,
                CO this past November was beneficial to the operating costs in the
                motorcycle
                segment, while the balance of the decrease is attributable to the
                Company’s
                continued efforts at cost containment. The decline in operating costs
                was
                moderated some by the appearance of price inflation in the economy
                this year
                owing to higher energy costs.
 
 **OTHER
                INCOME (EXPENSE)**
 
 Total
                other income/expense for the quarter ended July 31, 2006 was income
                of $211,105. This
                was an improvement of $227,126 over the $16,021 expense reported
                in the
                corresponding quarter of 2005 ,
                mainly
                due to the sales of the motorcycle operations.
 
 
 **COMPARISON
                OF THE NINE MONTHS ENDED JULY 31, 2006 AND 2005**
 
 **NET
                REVENUES**
 
 The
                downward trend in revenues that has been noted in prior periods continued
                in the
                nine months ended July 31, 2006 with net revenues down $825,276 from
                the
                comparable nine months in 2005. The decline is the result of continuing
                competitive pressures being experienced by the Company from vehicle
                manufacturers and other competitors as well as legislative changes
                in certain
                states that limited the companies that were allowed to underwrite
                policies in
                those states. There was also a decline in the motorcycle revenues
                since the
                operations were sold during this period.
 
 **OPERATING
                EXPENSES**
 
 Operating
                Expenses decreased to $3,430,287 in the nine months ending July 31,
                2006. This
                was a decrease of $1,842,487 from the $5,272,774 reported for the
                nine months
                ended July 31, 2005. The
                closure of the Blue Sky Motorcycle Rentals, Inc. in Denver, CO this
                past
                November and the subsequent sales of Escape Eagles and World Wide
                Rentals was
                beneficial to the operating costs in the motorcycle segment, while
                the balance
                of the decrease is attributable to the Company’s continued efforts at cost
                containment. The decline in operating costs was moderated some by
                the appearance
                of price inflation in the economy this year owing to higher energy
                costs.
 
 **OTHER
                INCOME (EXPENSE)**
 
 Total
                other income/expense for the nine months ended July 31, 2006 was
                income of
                $191,457. This
                was an increase of $235,511 over the $44,054 expense reported in
                the
                corresponding period of 2005 ,
                mostly
                due to the sales of the motorcycle operations.
 15
 **Table
                  of Contents**
 **LIQUIDITY
              AND CAPITAL RESOURCES**
 
 The
              Company has incurred losses in prior years and in two of the three
              quarters of
              2006 and expects such losses to continue through 2006. In fiscal 2005
              and
              earlier periods, the Company has used funds obtained from the exercise
              of stock
              options by its employees to supplement funds provided by operations.
              In the
              previous fiscal quarter a related party has advanced funds on demand
              notes and
              through the deferral of rent payments in order to overcome working
              capital
              deficiencies. The Company has granted the related party, Cactus Family
              Investments, LLC, a security interest in all of its unencumbered assets.
              There
              is no assurance that additional advances will be made if additional
              working
              capital is required. The Company’s auditors have expressed a doubt about the
              Company’s ability to continue as a going concern in their opinion. The Company
              is attempting to reverse this downward trend with its motorcycle rental
              operations, with increased marketing contacts with other Internet vendors
              and
              further expansion into the motorcycle market through its subsidiary,
              National
              Motorcycle Dealers Association, LLC, Rent 2 Ride, Blue Sky Motorcycle
              Rentals
              and its Street Eagle licensed dealerships. The Company is seeking to
              grow its
              warranty business by means of a direct mail marketing program of a
              product
              warranty facilitated by inbound telemarketing with call centers in
              several
              cities, including Scottsdale, Az., Baton Rouge, La., and Atlanta, GA.
              These call
              centers produced additional gross sales of $272,000.00 from inception
              of the
              program in April, 2006 through July, 2006.
  The
              Company anticipates new warranty products for autos, Recreational Vehicles,
              and
              motorcycles. These new products will be marketed by MBA and member
              dealers of
              NMDA, Street Eagle, Rent2Ride, and Blue Sky. This growth will require
              additional
              capital through either borrowings or infusions of equity.
 
 **SEASONALITY**
 
 The
              motorcycle rental business is seasonal in nature in that sales increase
              as
              weather becomes favorable and decline as weather worsens. To mitigate
              this
              affect on sales, the Company expects to relocate its rental assets
              with seasonal
              changes to its owned and/or licensed locations having the most favorable
              expected weather for motorcycle riding.
 
 **COMPARISON
              OF JULY 31, 2006 AND OCTOBER 31, 2005**
 
 Working
              capital at July 31, 2006 consisted of current assets of $2,739,000
              and current
              liabilities of $4,540,000, for a current ratio of 0.60 : 1. At
              October 31, 2005 the working capital ratio was 0.71 : 1 with current
              assets of
              $3,383,000 and current liabilities of $4,733,000. The negative trend
              continues
              as the Company has absorbed additional operating losses. Loans from
              the
              Company’s principal shareholder have funded continuing operations.
 
 Deferred
              Revenues decreased $1,312,000 while Deferred Direct Costs decreased
              $1,172,000
              from balances at October 31, 2005. Deferred revenues consist of unearned
              VSC
              gross sales and estimated administrative service fees related to MBI
              policies.
              Deferred direct costs are costs that are directly related to the sale
              of VSCs.
              The change is due to the overall decline in new policy sales that has
              been
              experienced over the last several years and changes in the contract
              terms of
              contracts in the deferral pool.
 
 The
              Company collects funds throughout the year and remits a portion of
              the funds to
              the insurance companies. As of July 31, 2006, the amount owed to insurance
              companies, $357,000, is little changed from the $349,000 owed at October
              31,
              2005.


16
 **Table
              of Contents**


**ITEM
                    3.**
                **QUANTITATIVE
                    AND QUALITATIVE DISCLOSURES ABOUT MARKET
                    RISK**
  Since
              the
              Company does not underwrite its own policies, a change in the current
              rates of
              inflation is not expected to have a material effect on the Company.
              Nevertheless, the precise effect of inflation on operations cannot
              be
              determined.
 
 Under
              the
              terms of the Company’s VSC contracts that are reinsured with insurance companies
              such as Old Republic Insurance Company and Capital Assurance Risk Retention
              Group, Inc., the Company is primarily responsible for liability under
              these
              contracts. In the unlikely event that the third party reinsuring companies
              were
              unable to meet their contractual commitments to the Company, the Company
              itself
              would be required to perform under the contracts. Such an event could
              have a
              material adverse effect on the Company’s operations.
 
 The
              Company does not have any variable interest rate outstanding debt or
              long-term
              receivables. Therefore, it is not subject to significant interest rate
              risk.


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




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


17
 **Table
              of Contents**


**PART
      II - OTHER INFORMATION**





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


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


**ITEM 1A.**
                        **RISK
                            FACTORS**
 In
            addition to the risk factors enumerated in Form 10K under Item 1A, it
            should be
            noted that during the current fiscal quarter a related party has advanced
            funds
            on demand notes and through the deferral of rent payments (See Note 4)
            in order
            to overcome working capital deficiencies. In prior years, the Company
            has
            granted the related party, Cactus Family Investments, LLC, a security
            interest
            in all of its unencumbered assets. There is no assurance that additional
            advances will be made if additional working capital is required. Based
            upon the
            foregoing, the accompanying condensed consolidated financial statements
            have
            been prepared assuming the Company will continue as a going concern.
 
 The
            Company continues to incur operating losses and expects such losses to
            continue
            thru 2006. The Company is attempting to reverse this downward trend with
            its
            Direct Mail Warranty sales and inbound telemarketing call center and
            has had
            gross sales of $272,000.00 from the new Direct Mail Call Center activities
            and
            expects this trend to continue. The company is also working 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 rental agencies. There
            is no
            assurance that these efforts will be successful in reversing the trend
            of
            operating losses.
  18
 **Table
                  of Contents**


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


**ITEM 6.**
                **EXHIBITS**
 
 Exhibit
                31
              Certification
                  of Chief Executive Officer and Acting Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of
                  2002
 
 Exhibit
                32
              Certification
                  of Chief Executive Officer and Acting Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002
  19
 **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: 
                  October 19, 2006
                By:
                /s/ Gaylen
                  M. BrothersonGaylen
                    M. Brotherson
                  Chairman of the Board, Chief Executive Officer
                    and
                  Chief Financial
                    Officer
 20