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, 2004.

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________________.

Commission File Number:

                              M.B.A. HOLDINGS, INC.
           (Exact name of business issuer as specified in its charter)

           Nevada                                         87-0522680
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

   9419 E. San Salvador, Suite 105
           Scottsdale, AZ                                 85258-5510
(Address of principal executive offices)                   (Zip Code)

                                 (480)-860-2288
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

[ ] Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X__ No ___

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Number of Common Stock shares (no par value, $0.0001 stated value) outstanding
at September 7, 2004: 107,801,870 shares.


<PAGE>


MBA Holdings, Inc and Subsidiary

                         PART I - FINANCIAL INFORMATION

Item 1   Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of July 31, 2004
    (Unaudited) and October 31, 2003                                           2

Condensed Consolidated Statements of Loss and Comprehensive Loss \
    for the three and nine months ended July 31, 2004 and 2003 (Unaudited)     4

Condensed Consolidated Statements of Stockholders' Deficit
    as of July 31, 2004                                                        5

Condensed Consolidated Statements of Cash Flows for the
    nine months ended July 31, 2004 and 2003 (Unaudited)                       6

Notes to Condensed Consolidated Financial Statements                           7

Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            10

Item 3   Quantitative and Qualitative Disclosures about Market Risk           13

Item 4. Controls and Procedures                                               13

                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                    13

Item 2   Charges in Securities and Use of Proceeds                            13

Item 4   Submissions of Matters to a Vote of Security Holders                 14

Item 6   Exhibits and Reports on Form 8-K                                     14

Signatures                                                                    15

Certifications                                                                16



<PAGE>

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

CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 31, 2004 AND OCTOBER 31, 2003
--------------------------------------------------------------------------------
ASSETS                                               July 31,        October 31,
                                                       2004              2003
                                                    -----------     -----------
                                                    (Unaudited)

CURRENT ASSETS:
  Cash and cash equivalents                         $   724,691     $   448,240
  Restricted cash                                        23,879         291,437
  Investments                                              --           117,203
  Accounts receivable                                   325,815         232,184
  Prepaid expenses and other assets                       2,254           5,248
  Deferred direct costs                               2,856,305       3,730,410
                                                    -----------     -----------
           Total current assets                       3,932,944       4,824,722
                                                    -----------     -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                    320,844         309,128
  Office equipment and furniture                        140,259         140,259
  Vehicle                                                15,000          15,000
  Leasehold improvements                                 80,182          80,182
                                                    -----------     -----------
           Total property and equipment                 556,285         544,569
  Accumulated depreciation and amortization            (451,347)       (426,661)
                                                    -----------     -----------
           Property and equipment - net                 104,938         117,908

Deferred compensation                                    60,000            --
Deferred direct costs                                 5,393,032       4,804,532
                                                    -----------     -----------


TOTAL ASSETS                                        $ 9,490,914     $ 9,747,162
                                                    ===========     ===========


See notes to condensed consolidated financial statements.


                                       2
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 31, 2004 AND OCTOBER 31, 2003
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                 July 31,        October 31,
                                                                                                        2004               2003
                                                                                                   ------------        ------------
                                                                                                   (Unaudited)
<S>                                                                                                <C>                 <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                                                      $    476,524        $    736,442
  Accounts payable and accrued expenses                                                                 565,191             622,756
  Line of credit borrowings                                                                                --               196,897
  Accounts payable to affiliated entity                                                                 463,693             516,309
  Capital lease obligation - current portion                                                             11,769               7,882
  Deferred revenues                                                                                   3,748,872           4,332,133
                                                                                                   ------------        ------------
           Total current liabilities                                                                  5,266,049           6,412,419

Capital lease obligations  - net of current portion                                                        --                 8,301
Deferred rent                                                                                              --                 4,809
Deferred income tax liability                                                                            16,510               4,666
Deferred revenues                                                                                     5,894,256           5,548,214
                                                                                                   ------------        ------------
           Total liabilities                                                                         11,176,815          11,978,409
                                                                                                   ------------        ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
  Preferred stock, no par value; $.0001 stated value 100,000,000 shares
   authorized in 2004 and $.001 par value 20,000,000 authorized in
   2003; 2,000,000 Class A convertible preferred issued and outstanding
    in 2004, none issued and outstanding in 2003                                                            200                --
  Common stock, no par value, $.0001 stated value, 800,000,000 shares
    authorized (post split), 86,617,870 shares issued (post split) in 2004 and
    20,617,870 (post split) in 2003, 86,301,870 shares (post split)
    outstanding in 2004 and 20,301,870 (post split) in 2003                                               8,662               2,062
  Additional paid-in-capital                                                                          1,555,797             280,801
  Accumulated other comprehensive income                                                                   --                   119
  Accumulated deficit                                                                                (3,195,060)         (2,458,729)
  Less: 316,000 (post split) shares of common stock in treasury, at cost                                (55,500)            (55,500)
                                                                                                   ------------        ------------
        Total stockholders' deficit                                                                  (1,685,901)         (2,231,247)
                                                                                                   ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                        $  9,490,914        $  9,747,162
                                                                                                   ============        ============

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

                                       3
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND
   COMPREHENSIVE  LOSS (UNAUDITED)
THREE AND NINE MONTHS ENDED JULY 31, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                     Three Months Ended July 31,        Nine Months Ended July 31,
                                                                    ------------     ------------     ------------     ------------
                                                                         2004             2003            2004             2003
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
REVENUES:
  Vehicle service contract gross income                             $  1,219,052     $  1,301,469     $  3,683,847     $  3,975,580
  Net mechanical breakdown insurance income                                5,919           31,070           61,077           83,041
  MBI brokerage and administrative service revenue                        78,400           68,118          218,108          204,306
                                                                    ------------     ------------     ------------     ------------
           Total net revenues                                          1,303,371        1,400,657        3,963,032        4,262,927
                                                                    ------------     ------------     ------------     ------------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts                1,113,281        1,227,856        3,420,149        3,746,169
  Salaries and employee benefits                                         358,416          259,026          784,415          770,916
  Mailings and postage                                                     2,733            9,094            4,015           13,424
  Rent and lease expense                                                  73,602           86,708          226,764          248,267
  Professional fees                                                       17,019           32,647           89,554           96,532
  Telephone                                                               10,137           43,981           51,539          111,602
  Depreciation and amortization                                            6,529           17,951           24,686           53,749
  Merchant and bank charges                                                3,592            2,265            8,970            5,976
  Insurance                                                                1,840            5,865           11,128           13,985
  Supplies                                                                 1,181            1,323            3,321            8,675
  License and fees                                                         4,883            3,812           12,659           15,956
  Other operating expenses                                                21,009           34,818           56,023           87,197
                                                                    ------------     ------------     ------------     ------------
           Total operating expenses                                    1,614,222        1,725,346        4,693,223        5,172,448
                                                                    ------------     ------------     ------------     ------------
OPERATING LOSS                                                          (310,851)        (324,689)        (730,191)        (909,521)
                                                                    ------------     ------------     ------------     ------------
OTHER INCOME (EXPENSE):
  Finance and other fee income                                              (942)           7,827           36,475           57,305
  Interest income                                                            223            1,955            4,176            5,899
  Interest expense and fees                                               (6,678)            (460)         (34,974)          (4,598)
                                                                    ------------     ------------     ------------     ------------
           Other income (expense) - net                                   (7,397)           9,322            5,677           58,606
                                                                    ------------     ------------     ------------     ------------
LOSS BEFORE INCOME TAXES                                                (318,248)        (315,367)        (724,514)        (850,915)
INCOME TAXES                                                                --             59,643           11,817           65,996
                                                                    ------------     ------------     ------------     ------------
NET LOSS                                                            $   (318,248)    $   (375,010)    $   (736,331)    $   (916,911)
                                                                    ============     ============     ============     ============

BASIC AND DILUTED NET LOSS PER SHARE                                $      (0.01)    $      (0.02)    $      (0.02)    $      (0.05)
                                                                    ============     ============     ============     ============

AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                                     50,880,713       19,801,870       31,162,943       19,801,870
                                                                    ============     ============     ============     ============

Net loss                                                            $   (318,248)    $   (375,010)    $   (736,331)    $   (916,911)
Other comprehensive gain net of tax:
    Net unrealized gain on available-for-sale securities                    --                408             --              1,284
                                                                    ------------     ------------     ------------     ------------
Comprehensive loss                                                  $   (318,248)    $   (374,602)    $   (736,331)    $   (915,627)
                                                                    ============     ============     ============     ============

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEAR ENDED OCTOBER 31, 2003 AND NINE MONTHS ENDED JULY 31, 2004
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                  Accumulated                              Total
                                                                     Additional      Other       Retained              Stockholders'
                             Preferred Stock       Common Stock          Paid    Comprehensive   Earnings    Treasury    (Deficit)
                             Shares    Amount     Shares     Amount    In-Capital   Income      (Deficit)      Stock      Equity
                            ---------   -----   ----------   -------  -----------  --------- -------------  ---------- ------------
<S>                         <C>         <C>     <C>          <C>      <C>          <C>       <C>            <C>        <C>
BALANCE, NOVEMBER 1, 2002                        2,011,787   $ 2,012  $   200,851  $ (5,418) $   (673,269)  $ (55,500) $   (531,324)

 Unrealized gain on
   available-for-sale
   securities                                                                         5,537                                   5,537

 Issuance of common shares                          50,000        50       79,950                                            80,000

 Net loss                         --      --          --         --           --        --     (1,785,460)        --     (1,785,460)
                            ---------   -----   ----------   -------  -----------  --------- -------------  ---------- ------------

BALANCE, OCTOBER 31, 2003           -       -    2,061,787     2,062      280,801       119    (2,458,729)    (55,500)   (2,231,247)

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

 Forward stock split
   effective
   March 22, 2004                               18,556,083

 Issuance of common shares                      66,000,000     6,600    1,075,196                                         1,081,796

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

 Net loss                         --      --          --         --          --         --       (736,331)        --       (736,331)
                            ---------   -----   ----------   -------  -----------  --------- -------------  ---------- ------------
BALANCE JULY 31, 2004       2,000,000   $ 200   86,617,870   $ 8,662  $ 1,555,797         -  $ (3,195,060)  $ (55,500) $ (1,685,901)
                            =====================================================  ================================================
<FN>
See notes to consolidated financial statements

</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
M.B.A. HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED JULY 31, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                     July 31,
                                                                                                       2004                2003
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                             (736,331)        $  (916,911)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                                                      24,686              52,350
      Related party rent expense accrued but not paid                                                   (52,616)            167,963
      Gain (loss) on sale of fixed assets                                                                  --                 1,284
      Deferred income taxes                                                                                --               142,651
      Issuance of Class A preferred stock in return for related party loans                             200,000                --
      Changes in assets and liabilities:
        Restricted cash                                                                                 267,558              69,482
        Accounts receivable                                                                             (93,631)           (105,403)
        Prepaid expenses and other assets                                                                 2,994                (768)
        Deferred direct costs                                                                           285,604             195,636
        Net premiums payable to insurance companies                                                    (259,919)            (26,190)
        Accounts payable and accrued expenses                                                           (57,565)           (178,768)
        Income taxes receivable                                                                            --               353,774
        Deferred rent                                                                                    (4,809)            (49,572)
        Deferred income taxes                                                                            11,844             (21,879)
        Deferred revenues                                                                              (237,218)           (280,435)
                                                                                                    -----------         -----------
           Net cash (used in) operating activities                                                     (649,403)           (596,786)
                                                                                                    -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Retirement of equipment                                                                                  --                 1,400
  Purchase of property and equipment                                                                    (11,716)             (9,836)
  Sale of investments                                                                                   117,085              41,970
                                                                                                    -----------         -----------
          Net cash provided by investing activities                                                     105,369              33,534
                                                                                                    -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                                                               --               185,288
  Repayments of line of credit drawings                                                                (196,897)           (185,288)
  Proceeds (repayment) of borrowing from related party                                                     --               (19,999)
  Issuance of common stock                                                                            1,021,796                --
  Payments on capital lease obligation                                                                   (4,414)             (2,575)
                                                                                                    -----------         -----------
          Net cash provided by (used in) financing activities                                           820,485             (22,574)
                                                                                                    -----------         -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                    276,451            (585,826)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                          448,240             611,520
                                                                                                    -----------         -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                            $   724,691         $    25,694
                                                                                                    ===========         ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                                          $     7,310         $     1,506
                                                                                                    ===========         ===========

    Cash received from income tax refunds                                                           $      --           $   431,186
                                                                                                    ===========         ===========

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

                                       6
<PAGE>


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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JULY 31, 2004 AND 2003
--------------------------------------------------------------------------------


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, 2003,  expressed  concern about this  uncertainty.  The accompanying
financial  statements  do not include any  adjustment  that might arise from the
outcome of this assumption. The unaudited interim financial statements furnished
herein  reflect  all   adjustments   (which   include  only  normal,   recurring
adjustments),  in the opinion of  management,  necessary for a fair statement of
the results for the interim periods  presented.  Operating  results for the nine
months ended July 31, 2004 may not be  indicative  of the results of  operations
that  may be  expected  for the  year  ending  October  31,  2004.  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, 2003.

2. NET LOSS PER SHARE

Net loss per share is calculated in accordance  with SFAS No. 128,  Earnings Per
Share that  requires dual  presentation  of basic and diluted EPS on the face of
the statements and requires a reconciliation of the numerator and denominator of
basic and diluted EPS  calculations.  Basic loss per common share is computed on
the weighted  average number of shares of common stock  outstanding  during each
period.  SFAS No. 128 requires that loss per common share  assuming  dilution is
computed  on the  same  weighted  average  number  of  shares  of  common  stock
outstanding.  The  additional  shares  representing  the exercise of outstanding
common stock options using the treasury  stock method are not considered nor are
the  dilutive  effect of the voting  rights of the Class A  preferred  stock and
employee  stock options for the same reason.  The average  number of outstanding
shares for basic and dilutive net loss per share are 31,162,943  (post split) in
2004 and  19,801,870  (post  split) in 2003.  The 10-1  forward  stock  split is
reflected retroactively.

3. DEFERRED COMPENSATION

On June 17,  2004,  the Company  acquired  100 % of the  outstanding  membership
interests  in First Eagle Group,  LLC ("First  Eagle") and expects to enter into
employment  contracts  with three of the former  members of First  Eagle.  First
Eagle was a start up venture that did not possess  substantial  assets.  Rather,
its value is derived from the  continuing  services of the three  individuals to
the Company.

The recorded  value of the deferred  compensation  is based upon the fair market
value of the common  shares  that were  issued to the  members of First Eagle in
return for their membership interests.  The employment contracts, in addition to
providing for salary and fringe benefits,  provide incentive compensation to the
individuals  upon the achievement of specified sales goals in the form of direct
compensation and in the form of additional stock grants and options.  As of July
31, 2004, none of these goals have been achieved.

4. OTHER COMPREHENSIVE GAIN (LOSS)

In March 2004, the Company  completed the liquidation of its  available-for-sale
investments. Accordingly, there were no unrealized gains reported in the current
period.  Other  comprehensive  gain for the three  months  ended  July 31,  2003
resulted from unrealized gains of $408 on available-for-sale investments. During
the nine months ended July 31, 2003,  there were $1,284 of  unrealized  gains on
available-for-sale investments.

                                       7
<PAGE>

5. INVESTMENTS

At  October  31,  2003,  all of the  Company's  investments  are  classified  as
available-for-sale  and are stated at  estimated  fair value  determined  by the
quoted  market  prices.  At July  31,  2004,  the  Company  has  sold  all  such
investments and realized all gains and losses.

6. INCOME TAXES

There is no current  provision  for income  taxes in the periods  ended July 31,
2004 and 2003 as the Company has recovered all  available  federal  income taxes
paid in previous years.  Similar  provisions for recoverable  state income taxes
were not provided, as Arizona law does not allow for loss carry back.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax basis of assets  and  liabilities  based on income  tax rates
currently in effect.  As the  realization  of deferred tax assets is  considered
doubtful,  a valuation  allowance has been  provided to eliminate  that asset in
both the current period and the year ended October 31, 2003.

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

7. RELATED PARTY TRANSACTIONS

The Company  leases its office space from Cactus  Family  Investments,  LLC on a
month-to-month  basis. The managing member of Cactus Family Investments,  LLC is
Gaylen  Brotherson,  the Chief Executive  Officer.  Rent expense for this office
space was $71,895 and $81,640 for the three  months ended July 31, 2004 and 2003
and  $219,115  and  $234,083  for the nine months  ended July 31, 2004 and 2003,
respectively.  The current  lease  expired on  December  31, 2003 and is renewed
monthly by agreement between the parties.

From time to time, Gaylen Brotherson,  the Chief Executive Officer, directly and
through an affiliated company, has loaned the Company funds to enable it to meet
its operating expenses. The loans are evidenced by a note that matures on demand
and bears  interest at a rate of 6%. As security  for the loan,  the Company has
granted the  affiliated  company,  Cactus  Family  Investments,  LLC, a security
interest in all of its unencumbered assets.

8. RECAPITALIZATION

In March 2004, the Company increased its authorized but unissued preferred stock
from 20,000,000 shares to 100,000,000  shares,  changed the preferred stock from
$.001 par  value to no par  value,  $.0001  stated  value and  created a Class A
Preferred  Stock  consisting  of  2,000,000  shares that are assigned the voting
power of one  hundred  (100)  voting  shares  for each  Preferred  Stock  share.
Further, each Preferred Stock share is convertible into one hundred (100) Common
Stock  shares at the  option of the holder  thereof.  The  Company  subsequently
issued  the  2,000,000  shares  of  Class A  Preferred  Stock to  Cactus  Family
Investments,  LLC, an  affiliated  company  (See Note 7 above),  in exchange for
$200,000 of rent and other debt due to that entity.

In addition, the Company increased the number of its authorized common shares to
800,000,000, changed the par value of those shares to no par value with a stated
value of $.0001 and  increased  its issued  Common  Stock  shares to  20,617,870
shares by means of a 10 - 1 forward stock split.

As of April 30, 2004,  the Company  holds  316,000  (post split)  shares of its'
common stock in the  Treasury.  These shares were  purchased  for the purpose of
retirement and bonuses to employees.  Management will explore additional uses of
the stock.

                                       8
<PAGE>
9. 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, 2004, the Company has granted options for 63,000,000 shares to selected
employees.  Compensation  expense of $253,582  was recorded in  connection  with
these  transactions.  As  of  July  31,  2004,  there  were  10,000,000  options
outstanding. All of these options were exercised in August 2004.

On that  same  dates,  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, 2004, the Company has
granted  options  for  4,000,000   shares  to  selected   directors/consultants.
Compensation   expense  of  $121,541  was  recorded  in  connection  with  these
transactions.  As of July 31, 2004 there were no options  outstanding under this
plan. All options were exercised at that date.

10. COMMITMENTS AND CONTINGENCIES

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

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

11. NEW ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued  Interpretation No. 46 (R),  "Consolidation of
Variable  Interest  Entities"  (FIN 46)  which  requires  the  consolidation  of
variable  interest  entities,  as defined.  FIN 46 is  applicable  to  financial
statements  to be issued by the Company  after 2002;  however,  disclosures  are
required  currently if the Company expects to consolidate any variable  interest
entities. The Company does not currently believe that any material entities will
be consolidated with the Company as a result of FIN 46.

12. RECLASSIFICATIONS

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



                                       9
<PAGE>

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

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

FORWARD-LOOKING STATEMENTS:

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

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

                                       10
<PAGE>
Income Taxes

There is no current  provision  for income  taxes in the periods  ended July 31,
2004 and 2003 as the Company has recovered all  available  federal  income taxes
paid in previous years.  Similar  provisions for recoverable  state income taxes
were not provided, as Arizona law does not allow for loss carry back.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax basis of assets  and  liabilities  based on income  tax rates
currently in effect.  As the  realization  of deferred tax assets is  considered
doubtful,  a valuation  allowance has been  provided to eliminate  that asset in
both the current period and the year ended October 31, 2003.

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

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JULY 31, 2004 AND 2003

NET REVENUES

Net revenues for the fiscal quarter ended July 31, 2004 totaled $1,219,000, down
$82,000 from the  $1,301,000  recognized in the quarter ended July 31, 2003. The
6.3% decline is the result of continuing competitive pressures being experienced
by the Company  from  vehicle  manufacturers  and other  competitors  as well as
legislative  changes in certain  states  that  limited the  companies  that were
allowed to underwrite policies in those states.

OPERATING EXPENSES

Operating  costs decreased to $1,614,000 in the quarter ended July 31, 2004 down
$111,000 from the  $1,725,000  expended in the quarter ended July 31, 2003.  The
decrease is the result of a  continuation  of the  Company's  actions to curtail
expenses  wherever  possible  and of a 3%  decrease  in the  cost  of the mix of
products  sold. The overall  decline in costs was offset,  in part, by increased
compensation expense from the new employees and the stock option plans.

The deferred compensation associated with the First Eagle Group, LLC acquisition
is included in the quarterly  results as the individuals are integrated into the
Company's  staff.  Progress  has been  made in  establishing  new  projects  and
redirecting existing projects but the returns are not expected to be significant
in this fiscal year.


OTHER INCOME (EXPENSE)

Total other income declined in the quarter ended July 31, 2004 by  approximately
$17,000 below the comparable 2003 quarter. The 2003 quarter included the receipt
of the 2 % fee  that  was  negotiated  as a  part  of  the  service  termination
agreement with two insurance companies in July 2002. The comparable 2004 Quarter
included lesser amounts of fee income and included  significant interest expense
that was incurred as a result of borrowings  from the line of credit and related
parties.

INCOME TAXES

There was no  provision  for income  taxes in the  quarter  ended July 31,  2004
because the Company has already recovered all federal income taxes paid in prior
years to the extent available. In the quarter ended July 31, 2003, provision was
made for the tax consequences arising from changes in the temporary  differences
created by the fluctuation in the deferred revenue and deferred cost balances.


                                       11
<PAGE>

COMPARISON OF THE NINE MONTHS ENDED JULY 31, 2004 AND 2003

NET REVENUES

The downward trend in revenues that has been noted in prior periods continued in
the nine months ended July 31, 2004 with net  revenues  down  $300,000  from the
comparable  nine  months in 2003.  The number of  contracts  and  policies  sold
continues  to decline as a result of  increased  competitive  pressure  from the
vehicle manufacturers and others.

OPERATING EXPENSES

Operating  costs  decreased to $4,693,000 in the nine months ended July 31, 2004
down  $479,000  from the  $5,172,000  expended in the nine months ended July 31,
2003. The decrease is the result of staff  reductions  and expense  curtailments
that have been  instituted  to protect the Company  during this  extended  sales
downturn.

OTHER INCOME (EXPENSE)

Other  income  (expense)  declined  in the nine  months  ended July 31,  2004 by
approximately  $53,000 over the comparable 2003 period.  As explained above, the
nine months in 2003  contained the receipt of the 2 % fee that was negotiated as
a part of the service termination agreement with two insurance companies in July
2002. The comparable 2004 period contained this lesser amounts of the fee income
and also included an additional $30,000 of interest expense incurred as a result
of line of credit borrowings and amounts due to affiliates.

INCOME TAXES

Provision  for income taxes in the nine months ended July 31, 2004 and 2003 were
recorded in recognition of changes in the temporary  differences  created by the
fluctuation in the deferred revenue and deferred cost balances.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  incurred  significant  losses  during the past fiscal year and has
experienced additional losses in prior years. A related party has advanced funds
on demand notes and through the  deferral of rent  payments in order to overcome
working  capital  deficiencies  during the year.  In January  2004,  the Company
granted the related party, Cactus Family  Investments,  LLC, a security interest
in all  of its  unencumbered  assets.  There  is no  assurance  that  additional
advances will be made if  additional  working  capital is required.  The lack of
continuing   working   capital   infusions   could  affect  future   operations.
Accordingly,  the accompanying  financial statements have been prepared assuming
the Company will continue as a going concern. The Company has incurred a loss in
the first three  quarters of 2004 and  expects  such losses to continue  further
into 2005. The Company continues to pursue cost cutting measures,  to relieve it
of obligations to provide uncompensated services and to seek additional business
to reduce working capital needs.

COMPARISON OF JULY 31, 2004 AND OCTOBER 31, 2003

Working  capital at July 31, 2004  consisted of current assets of $3,933,000 and
current  liabilities of  $5,266,000,  or a current ratio of 0.75 : 1. At October
31,  2003 the working  capital  ratio was also 0.75 : 1 with  current  assets of
$4,825,000 and current  liabilities of $6,412,000.  The negative trend continues
as the  Company  has  absorbed  additional  operating  losses.  Loans  from  the
Company's  principal  shareholder  and funds  derived from the exercise of stock
options have funded continuing operations.

Deferred  Revenues  decreased  $237,000  and  Deferred  Direct  Costs  decreased
$286,000  from  balances  at October  31,  2003.  Deferred  revenues  consist of
unearned VSC gross sales and  estimated  administrative  service fees related to
MBI policies.  Deferred direct costs are costs that are directly  related to the
sale of VSCs. The change results from the overall decline in sales that has been
experienced over the last several quarters.

                                       12
<PAGE>

The Company collects funds throughout the year and remits a portion of the funds
to the insurance  companies.  As of July 31, 2004,  the amount owed to insurance
companies  decreased  $260,000 below the balance at October 31, 2003. The change
is due to  differences  in the  timing of  payments  remitted  to the  insurance
companies.


ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since the Company does not underwrite its own policies,  a change in the current
rates of  inflation  is not  expected to have a material  effect on the Company.
Nevertheless,   the  precise  effect  of  inflation  on  operations   cannot  be
determined.

Under the terms of the Company's VSC  contracts  that are reinsured  with highly
rated insurance  companies such as Old Republic  Insurance  Company and Heritage
Warranty Mutual Insurance Risk Retention  Group,  Inc., the Company is primarily
responsible for liability under these contracts.  In the unlikely event that the
third  party  reinsuring   companies  were  unable  to  meet  their  contractual
commitments  to the  Company,  the Company  itself  would be required to perform
under the contracts.  Such an event could have a material  adverse effect on the
Company's operations.

The  Company  does not  have  any  outstanding  debt or  long-term  receivables.
Therefore, it is not subject to significant interest rate risk.

ITEM 4   CONTROLS AND PROCEDURES

In the  quarter  and  nine  months  ended  July  31,  2004,  we did not make any
significant  changes in, nor take any corrective  actions regarding our internal
controls or other factors that could  significantly  affect these  controls.  We
periodically  review  our  internal  controls  for  effectiveness  and  we  have
performed  an  evaluation  of  disclosure  controls and  procedures  during this
quarter. We will conduct a similar evaluation each quarter.

PART II - OTHER INFORMATION

Item 1   Legal Proceedings

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

Item 2   Changes in Securities and Use of Proceeds

     a)  Securities  sold -- On June 17, 2004, the Company  acquired 100% of the
         outstanding  membership  interests  in First Eagle  Group,  LLC ("First
         Eagle") and expects to enter into  employment  contracts  with three of
         the former  members of First Eagle.  First Eagle was a start up venture
         that did not possess substantial  assets.  Rather, its value is derived
         from the continuing services of three individuals under contract to the
         Company.

     b)  Underwriters  and other  purchasers -- The 3,000,000 common shares were
         exchanged  with the members of First Eagle  Group,  LLC for its assets.
         Three of those members expect to enter into  employment  contracts with
         Mechanical Breakdown Administrators, Inc.

     c)  Consideration  -- The shares  were issued as  restricted  shares at the
         market price of $.02 per share,  which was  determined to be the market
         price on the date of issuance.  There was no  underwriting  discount or
         commission paid.

     d)  Exemption  from  registration  claimed  -- The  Securities  Act of 1933
         Section 4 (2).

     e)  Terms of conversion or exercise -- None

     f)  Use of proceeds -- The Company  recorded the issued  shares as deferred
         compensation  at July 31, 2004 and will amortize the cost over the next
         12 months.

Item 3   Defaults upon Senior Securities

None

Item 4   Submissions of Matters to a Vote of Security Holders

On June 10, 2004 and July 12, 2004,  pursuant to Nevada statue  section  78.315,
the  holders of a majority  of the  outstanding  common  stock  shares of M.B.A.
Holdings,  Inc., a Nevada corporation (the  "Corporation"),  waived the required
notice of a  shareholder  meeting and  consented  to the  adoption of the M.B.A.
Holdings.  Inc.  Employee  Stock  Incentive  Plan for the Year 2004,  the M.B.A.


                                       13
<PAGE>

Holdings.  Inc.  Employee Stock  Incentive Plan for the Year 2004 -B, 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.

Item 5   Other Information

None

Item 6   Exhibits and Reports on form 8-K

(a)      Exhibit Index

         Exhibit 99.1  Certification  of Chief Executive  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.2  Certification  of Chief Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.3  Certification  of Chief Executive  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002

         Exhibit 99.4  Certification  of Chief Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

         Form 8-K was filed June 23, 2004  announcing  the  acquisition of First
         Eagle Group,  LLC. The acquisition was determined to consist of a start
         up  company  with  few  assets  and  employment  contracts  with  three
         individuals.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereto duly authorized.

                                              MBA Holdings, Inc.


Dated September 14, 2004                      By: /s/ Gaylen Brotherson
------------------------                      ----------------------------------
                                              Gaylen Brotherson
                                              Chairman of the Board and
                                              Chief Executive Officer


Dated: September 14, 2004                     By: /s/ Dennis M. O'Connor
-------------------------                     ----------------------------------
                                              Dennis M. O'Connor
                                              Chief Financial Officer


                                       14