**Table
          of Contents**
 **UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 (Mark
        One)
 x
                
                QUARTERLY
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934For
                    the quarterly period ended **July 31,
                    2005**oro
                
                TRANSITION
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934For
                    the transition period from __________ to
                    __________
 
 Commission
        File Number: **000-28221**
 
 **M.B.A.
        HOLDINGS, INC.**
 (Exact
        name of business issuer as specified in its charter)
 **Nevada**
                
                **87-0522680**(State
                    or other jurisdiction of
                
                (I.R.S.
                    Employer Identification No.)incorporation
                    or organization)**9419
                    E. San Salvador, Suite 105**
                ****
                ******Scottsdale,
                    AZ**
                
                **85258-5510**(Address
                    of principal executive offices)
                
                (Zip
                    Code)
 
 **(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 o
 
 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 August
        31, 2005:   190,886,492 shares.
  **Table
            of Contents**
  **M.B.A.
          HOLDINGS, INC. AND SUBSIDIARIES**
 
 **PART
                  I - FINANCIAL
                  INFORMATION**Item 1.
              Consolidated Financial
                StatementsCondensed
                  Consolidated Balance Sheets as of July
                  31, 2005 (Unaudited) and October 31, 2004
              3Condensed
                  Consolidated Statements of Loss for the three and nine monthsended
                  July 31, 2005 and 2004 (Unaudited)
              5Condensed
                  Consolidated Statements of
                  Stockholders’ Deficit for the nine months ended July 31,
                  2005 (Unaudited)
              6Condensed
                  Consolidated Statements of Cash Flows for the nine months endedJuly
                  31, 2005 and 2004 (Unaudited)
              7Notes
                  to Condensed Consolidated Financial
                  Statements
              8Item 2.
              Management's
                Discussion and Analysis of Financial Condition
                and Results of Operations
              14Item 3.
              Quantitative
                and
                Qualitative Disclosures about Market Risk
              18Item 4.
              Controls and
                Procedures
              19**PART
                  II - OTHER
                  INFORMATION**Item 1.
              Legal
                Proceedings
              19Item 2.
              Changes
                in 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
                and Reports on Form 8-K
              20Signatures
              21
  2
 **Table
            of Contents**
  **M.B.A.
                    HOLDINGS, INC. AND
                    SUBSIDIARIES****CONDENSED
                    CONSOLIDATED BALANCE SHEETS****JULY
                    31, 2005 AND OCTOBER 31, 2004****ASSETS**
                
                **July
                    31,**
                
                **October
                    31,****2005**
                
                **2004****(Unaudited)**CURRENT
                    ASSETS:Cash
                    and cash equivalents
                
                $
                208,291
                
                $
                782,848Restricted
                    cash
                
                
                79,581
                
                
                18,578Accounts
                    receivable
                
                
                672,319
                
                
                377,739Prepaid
                    expenses and other assets
                
                
                7,105
                
                
                1,706Inventory
                
                
                5,677
                
                
                –Deferred
                    direct costs
                
                
                2,656,068
                
                
                3,096,094Total
                    current assets
                
                
                3,629,041
                
                
                4,276,965PROPERTY
                    AND EQUIPMENT:Computer
                    equipment
                
                
                532,523
                
                
                330,605Office
                    equipment and furniture
                
                
                221,883
                
                
                140,259Vehicles
                    and shop equipment
                
                
                767,237
                
                
                15,000Leasehold
                    improvements
                
                
                87,072
                
                
                80,182Total
                    property and equipment
                
                
                1,608,715
                
                
                566,046Accumulated
                    depreciation and amortization
                
                
                (501,912
                )
                
                (456,650
                )Property
                    and equipment - net
                
                
                1,106,803
                
                
                109,396OTHER
                    ASSETSGoodwill
                
                
                828,271
                
                
                –Investment
                    in unconsolidated affiliates
                
                
                65,401
                
                
                –Deferred
                    direct costs
                
                
                3,290,845
                
                
                4,263,901Total
                    Other Assets
                
                
                4,184,517
                
                
                4,263,901TOTAL
                    ASSETS
                
                $
                8,920,361
                
                $
                8,650,262See
                    notes to condensed consolidated financial statements.
  3
 **Table
            of Contents**
  **M.B.A.
                    HOLDINGS, INC. AND SUBSIDIARIES****CONDENSED
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)****JULY
                    31, 2005 AND OCTOBER 31, 2004****LIABILITIES
                    AND STOCKHOLDERS’ DEFICIT**
                
                **July
                    31,**
                
                **October
                    31,****2005**
                
                **2004****(Unaudited)**CURRENT
                    LIABILITIES:Net
                    premiums payable to insurance companies
                
                $
                569,904
                
                $
                330,651Notes
                    payable - current
                
                
                655,689
                
                
                –Insurance
                    deposits from members
                
                
                16,368
                
                
                –Accounts
                    payable and accrued expenses
                
                
                475,717
                
                
                656,927Accounts
                    payable to related party
                
                
                237,631
                
                
                416,566Capital
                    lease obligation - current
                
                
                10,061
                
                
                7,059Deferred
                    revenues
                
                
                3,103,081
                
                
                3,606,028Total
                    current liabilities
                
                
                5,068,451
                
                
                5,017,231Notes
                    payable - long term
                
                
                617,656
                
                
                –Capital
                    lease obligations - long term
                
                
                15,707
                
                
                3,116Deferred
                    income tax liability
                
                
                12,802
                
                
                12,802Deferred
                    revenues
                
                
                3,843,085
                
                
                4,895,256Total
                    liabilities
                
                
                9,557,701
                
                
                9,928,405COMMITMENTS
                    AND CONTINGENCIESSTOCKHOLDERS’
                    DEFICIT:Preferred
                      stock, no par value; $.0001 stated value 100,000,000 shares
                      authorized,
                      2,000,000 Class B voting preferred issued and outstanding in
                      2005, 2,000,000 Class A voting convertible preferred issued
                      and outstanding
                      in 2004
                
                
                200
                
                
                200Common
                      stock, no par value, $.0001 stated value, 350,000,000 shares
authorized
                      (post split) in 2005, 800,000,000 authorized (post split) in
                      2004, 191,202,492
                      shares issued (post split) in 2005 and 120,450,492 (post split)
in
                      2004, 190,886,492 shares (post split) outstanding in 2005 and
120,134,492
                      (post split) in 2004
                
                
                19,120
                
                
                12,045Additional
                    paid-in-capital
                
                
                4,875,267
                
                
                2,433,286Accumulated
                    deficit
                
                
                (5,476,427
                )
                
                (3,668,184
                )Less:
                    316,000 (post split) shares in 2005 and 2004 of common
                    stock in treasury, at cost
                
                
                (55,500
                )
                
                (55,500
                )Total
                    stockholders’ deficit
                
                
                (637,340
                )
                
                (1,278,153
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                8,920,361
                
                $
                8,650,252See
                    notes to condensed consolidated financial statements.
  4
 **Table
            of Contents**
  **M.B.A.
                    HOLDINGS, INC. AND
                    SUBSIDIARIES****CONDENSED
                    CONSOLIDATED STATEMENTS OF LOSS AND****COMPREHENSIVE
                    LOSS (UNAUDITED)****THREE
                    AND NINE MONTHS ENDED JULY 31, 2005 AND 2004****Three
                    Months Ended July 31,**
                
                **Nine
                    Months Ended July 31,****2005**
                
                **2004**
                
                **2005**
                
                **2004**REVENUES:Vehicle
                    service contract gross income
                
                $
                1,212,202
                
                $
                1,219,052
                
                $
                3,104,164
                
                $
                3,683,847Net
                    mechanical breakdown insurance income
                
                
                30,613
                
                
                5,919
                
                
                52,344
                
                
                61,077Motorcycle
                    rental and related income
                
                
                159,677
                
                
                –
                
                
                159,677
                
                
                –Brokerage,
                    association and administrative service revenue
                
                
                126,155
                
                
                78,400
                
                
                232,476
                
                
                218,108Total
                    net revenues
                
                
                1,528,647
                
                
                1,303,371
                
                
                3,548,661
                
                
                3,963,032OPERATING
                    EXPENSES:Direct
                    acquisition costs of vehicle service contracts
                
                
                1,184,071
                
                
                1,113,281
                
                
                2,938,592
                
                
                3,420,149Costs
                    of motorcycle rentals and insurance premium expense
                
                
                79,886
                
                
                –
                
                
                79,886
                
                
                –Salaries
                    and employee benefits
                
                
                419,273
                
                
                358,416
                
                
                883,135
                
                
                784,415Mailings
                    and postage
                
                
                14,106
                
                
                2,733
                
                
                36,835
                
                
                4,015Rent
                    and lease expense
                
                
                84,151
                
                
                73,602
                
                
                236,603
                
                
                226,764Professional
                    fees
                
                
                316,711
                
                
                17,019
                
                
                707,994
                
                
                89,554Telephone
                
                
                14,126
                
                
                10,137
                
                
                4,153
                
                
                51,539Depreciation
                    and amortization
                
                
                62,952
                
                
                6,529
                
                
                75,645
                
                
                24,686Merchant
                    and bank charges
                
                
                9,622
                
                
                3,592
                
                
                19,665
                
                
                8,970Insurance
                
                
                2,240
                
                
                1,840
                
                
                7,730
                
                
                11,128Supplies
                
                
                8,573
                
                
                1,181
                
                
                14,945
                
                
                3,321License
                    and fees
                
                
                1,323
                
                
                4,883
                
                
                5,224
                
                
                12,659Other
                    operating expenses
                
                
                127,449
                
                
                21,009
                
                
                262,367
                
                
                56,023Total
                    operating expenses
                
                
                2,324,483
                
                
                1,614,222
                
                
                5,272,774
                
                
                4,693,223Equity
                    in net loss of Blue Sky Motorcycle Rentals, Inc.
                
                
                –
                
                
                –
                
                
                (40,076
                )
                
                –OPERATING
                    LOSS
                
                
                (795,836
                )
                
                (310,851
                )
                
                (1,764,189
                )
                
                (730,191
                )OTHER
                    INCOME (EXPENSE):Finance
                    and other fee income
                
                
                239
                
                
                0
                
                
                4,164
                
                
                36,475Interest
                    income
                
                
                54
                
                
                223
                
                
                280
                
                
                4,176Interest
                    expense and fees
                
                
                (1,018
                )
                
                (6,678
                )
                
                (12,561
                )
                
                (34,974
                )Other
                    income (expense)
                
                
                (15,296
                )
                
                (942
                )
                
                (35,937
                )
                
                –Other
                    income (expense) - net
                
                
                (16,021
                )
                
                (7,397
                )
                
                (44,054
                )
                
                5,677LOSS
                    BEFORE INCOME TAXES
                
                
                (811,857
                )
                
                (318,248
                )
                
                (1,808,243
                )
                
                (724,514
                )INCOME
                    TAXES
                
                
                –
                
                
                –
                
                
                –
                
                
                11,817NET
                    LOSS
                
                $
                (811,857
                )
                $
                (318,248
                )
                $
                (1,808,243
                )
                $
                (736,331
                )BASIC
                    AND DILUTED NET LOSS PER SHARE
                
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.02
                )WEIGHTED
                      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (Post
                      Split)
                
                
                188,574,389
                
                
                50,880,713
                
                
                151,282,437
                
                
                31,162,943Net
                    loss
                
                $
                (811,857
                )
                $
                (318,248
                )
                $
                (1,808,243
                )
                $
                (736,331
                )Other
                    comprehensive gain net of tax:Net
                    unrealized gain on available-for-sale securities
                
                
                –
                
                
                –
                
                
                –
                
                
                –Comprehensive
                    loss
                
                $
                (811,857
                )
                $
                (318,248
                )
                $
                (1,808,243
                )
                $
                (736,331
                )See
                    notes to condensed consolidated financial statements.
  5
 **Table
            of Contents**
  **M.B.A.
                    HOLDINGS, INC. AND
                    SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF STOCKHOLDERS’ DEFICIT****YEAR
                    ENDED OCTOBER 31, 2004 AND NINE MONTHS ENDED JULY 31, 2005
                    (UNAUDITED)****Accumulated**
                
                
                
                
                
                **Total****Additional**
                
                **Other**
                
                
                
                
                
                **Stockholders’****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                **Paid**
                
                **Comprehensive**
                
                **Accumulated**
                
                **Treasury**
                
                **Equity****Shares**
                
                **Amount**
                
                **Shares**
                
                **Amount**
                
                **In-Capital**
                
                **Income**
                
                **Deficit**
                
                **Stock**
                
                **(Deficit)**BALANCE
                    AT OCTOBER 31, 2004
                
                
                2,000,000
                
                $
                200
                
                
                120,450,492
                
                $
                12,045
                
                $
                2,433,286
                
                $
                –
                
                $
                (3,668,184
                )
                $
                (55,500
                )
                
                (1,278,153
                )Issuance
                    of common shares:
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                –Exercise
                    of stock options by employees
                
                
                
                
                
                
                
                
                13,450,000
                
                
                1,345
                
                
                1,141,341
                
                
                
                
                
                
                
                
                
                
                
                1,142,686Exercise
                    of stock options by consultants
                
                
                
                
                
                
                
                
                9,277,000
                
                
                928
                
                
                797,720
                
                
                
                
                
                
                
                
                
                
                
                798,648Stock
                    issued in acquisitions and other
                
                
                
                
                
                
                
                
                2,025,000
                
                
                202
                
                
                190,338
                
                
                
                
                
                
                
                
                
                
                
                190,540Conversion
                    and retirement of Class A preferred shares
                
                
                (2,000,000
                )
                
                (200
                )
                
                46,000,000
                
                
                4,600
                
                
                (4,600
                )
                
                
                
                
                
                
                
                
                
                
                –Issuance
                    of Class B preferred shares
                
                
                2,000,000
                
                
                200
                
                
                
                
                
                
                
                
                317,182
                
                
                
                
                
                
                
                
                
                
                
                317,382Net
                    loss
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                –
                
                
                (1,808,243
                )
                
                –
                
                
                (1,808,243
                )BALANCE
                    JULY 31, 2005
                
                
                2,000,000
                
                $
                200
                
                
                191,202,492
                
                $
                19,120
                
                $
                4,875,267
                
                
                –
                
                $
                (5,476,427
                )
                $
                (55,500
                )
                $
                (637,340
                )See
                    notes to 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, 2005 AND 2004****July
                    31,****2005**
                
                **2004**CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (1,808,243
                )
                $
                (736,331
                )Adjustments
                    to reconcile net loss to net cash used
                    in operating activities:Depreciation
                    and amortization
                
                
                75,645
                
                
                24,686Related
                    party rent expense paid in excess of accrual (accrued but not
                    paid)
                
                
                11,729
                
                
                (52,616
                )Equity
                    in net loss of Blue Sky Motorcycle Rentals, Inc.
                
                
                40,076
                
                
                –Issuance
                    of preferred stock in return for related party rent
                
                
                214,129
                
                
                200,000Stock
                    based compensation
                
                
                213,000
                
                
                102,000Changes
                    in assets and liabilities:Restricted
                    cash
                
                
                (61,003
                )
                
                267,558Accounts
                    receivable
                
                
                (294,580
                )
                
                (93,631
                )Inventory
                
                
                (5,677
                )
                
                –Prepaid
                    expenses and other assets
                
                
                (5,399
                )
                
                2,994Deferred
                    direct costs
                
                
                1,413,082
                
                
                285,604Net
                    premiums payable to insurance companies
                
                
                239,253
                
                
                (259,919
                )Insurance
                    deposits from members
                
                
                16,368
                
                
                –Accounts
                    payable and accrued expenses
                
                
                (77,957
                )
                
                (57,565
                )Deferred
                    rent
                
                
                –
                
                
                (4,809
                )Deferred
                    income taxes
                
                
                –
                
                
                11,844Deferred
                    revenues
                
                
                (1,555,128
                )
                
                (237,218
                )Net
                    cash (used in) operating activities
                
                
                (1,584,705
                )
                
                (547,403
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Investment
                    in affiliates
                
                
                309,214
                
                
                –Purchase
                    of property and equipment
                
                
                (1,042,669
                )
                
                (11,716
                )Sale
                    of investments
                
                
                –
                
                
                117,085Net
                    cash provided by (used in) investing activities
                
                
                (733,455
                )
                
                105,369CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    (repayment) of borrowing from affiliated entity
                
                
                (31,435
                )
                
                (196,897
                )Payment
                    of borrowing from related party
                
                
                (159,229
                )
                
                –Issuance
                    of common stock
                
                
                1,918,674
                
                
                919,796Additions
                    to (payments on) capital lease obligation
                
                
                15,593
                
                
                (4,414
                )Net
                    cash provided by (used in) financing activities
                
                
                1,743,603
                
                
                718,485NET
                    (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (574,557
                )
                
                276,451CASH
                    AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                
                
                782,848
                
                
                448,240CASH
                    AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                208,291
                
                $
                724,691SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:Cash
                    paid for interest
                
                $
                1,779
                
                $
                7,310See
                    notes to condensed consolidated financial statements.
 7
 **Table
            of Contents**
  **M.B.A.
        HOLDINGS, INC. AND SUBSIDIARIES**
  **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 
  **1.**
              **BASIS
                  OF PRESENTATION**
 
 In
        accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
        S-X,
        the accompanying unaudited condensed consolidated financial statements have
        been
        prepared in accordance with accounting principles generally accepted in the
        United States of America for interim financial information. Accordingly,
        not all
        of the information and notes required by generally accepted accounting
        principles for complete financial statements are included. Accounting principles
        assume the continuation of the Company as a going concern. The Company’s
        auditors, in their opinion on the financial statements for the year ended
        October 31, 2004, expressed concern about this uncertainty. The accompanying
        financial statements do not include any adjustment that might arise from
        the
        outcome of this assumption. The unaudited interim financial statements furnished
        herein reflect all adjustments (which include only normal, recurring
        adjustments) that are, in the opinion of management, necessary for a fair
        statement of the results for the interim periods presented. Operating results
        for the three and nine months ended July 31, 2005 may not be indicative of
        the
        results of operations that may be expected for the year ending October 31,
        2005.
        For further information, please refer to the consolidated financial statements
        and notes thereto included in the Company's Form 10-K for the year ended
        October
        31, 2004.
 
 **2.**
              **NET
                  LOSS PER SHARE**
 
 Net
        loss
        per share is calculated in accordance with SFAS No. 128, *Earnings
        Per Share* that
        requires dual presentation of *basic* and *diluted* EPS on
        the face of the statements and requires a reconciliation of the numerator
        and
        denominator of basic and diluted EPS calculations. Basic loss per common
        share
        is computed on the weighted average number of shares of common stock outstanding
        during each period. SFAS No. 128 requires that loss per common share assuming
        dilution is computed on the same weighted average number of shares of common
        stock outstanding as basic loss per share. The additional shares representing
        the exercise of outstanding common stock options using the treasury stock
        method
        are not considered nor are the dilutive effect of the voting rights of the
        Class
        B preferred stock and employee stock options for the same reason. The 10-1
        forward stock split and the 1 for 100 stock dividend are reflected retroactively
        for all periods presented.
 
 **3.**
              **OTHER
                  COMPREHENSIVE GAIN (LOSS)**
 
 In
        March
        2004, the Company completed the liquidation of its available-for-sale
        investments. Accordingly, there were no unrealized gains reported in the
        current
        or comparative periods.
 
 **4.**
              **ACQUISITIONS**
 
 On
        December 9, 2004, the Company acquired 50% of the common stock of Blue Sky
        Motorcycle Rentals, Inc. (Blue Sky), a company that operates a motorcycle
        rental
        business in Colorado and has sold its business model to similar operations
        in
        Arizona, California, New Mexico, Nevada and Florida. Its business plan envisions
        significant expansion into other vacation markets as well as motorcycle exchange
        programs among the participants to maximize the usage of the rental motorcycles.
        The cash purchase price of $350,000 was paid at closing December 9, 2004.
        The
        owner has agreed to consult with the Company in order to continue the business
        expansion of Blue Sky. On April 16, 2005, the Company acquired the remaining
        50%
        of the common stock of Blue Sky and is integrating it into the National
        Motorcycle Dealers Association operations that were begun in the Fall of
        2004.
        The purchase price of this segment consisted of the forgiveness of $75,000.00
        of
        indebtedness due the Company by the owner plus the Company’s note in the amount
        of $200,000 payable monthly over a one-year term. The consulting contract
        with
        the owner was amended to cover a period of eight years.
  8
 **Table
            of Contents**
  On
        May
        12, 2005, the Company acquired
        a 50% membership interest in iDigital, LLC (“iDigital”) in exchange for
        1,000,000 common shares of the Company. iDigital is the purveyor of a line
        of
        specialty marketing products that are designed to be given to customers as
        a
        personal memento of their recent experience with a company’s products, like
        motorcycle rentals and other purchases.
 
 The
        Company also purchased all of the assets of Street Eagle, Inc., Rent2Ride
        Nationwide, Inc. and Rent2Ride Arizona, Inc. (the “Street Eagle Companies”) on
        May 12, 2005 for $20,000 in cash and Company notes in the amount of $180,000
        payable over the next twelve months. The Street Eagle Companies are
        the
        owners of motorcycle rental software, web sites, registered domain names,
        trademarks and other software items. In addition, the Street Eagle Companies
        have substantially developed the documentation as a franchisor of its motorcycle
        rental concept. The Company expects to integrate this software with its
        motorcycle rental operations and to market it to others through NMDA.
  On
        July
        10, 2005, the Company purchased all of the assets of Liberty Motorcycle Rentals,
        LLC. The purchase price included $20,000 in cash, 500,000 shares of the
        Company’s common stock, the assumption by the Company of $54,820 of indebtedness
        relating to motorcycle assets and a note in the amount of 105,180 bearing
        interest at the rate of 7% after the first year and payable solely from a
        percentage of the gross revenues derived from the rental of the motorcycles
        that
        were acquired.
  In
        addition, the Company purchased all of the assets and common stock of Escape
        Eagles, Inc. (“Escape Eagles”) on July 19, 2005 for a purchase price consisting
        of $100,000 in cash, 200,000 shares of the common stock of the Company and
        notes
        in the amount of $400,000 payable over a four-year period. Escape Eagles
        operates a rental facility in Las Vegas, NV that has been associated with
        both
        Blue Sky and the Street Eagle Companies in the past.
  The
        results of operations of the acquired entities are included in the
        results
        of operations of the combined entities from the acquisition dates specified
        above except for iDigital, LLC that had no operations during the reporting
        period. Its results will be included in future reported results of operations
        from the date of inception of operations that are estimated to commence in
        August 2005.  The Company will include segment reporting in the future
        as
        it becomes material.
  The
          following unaudited pro forma consolidated statement of loss of M.B.A.
          Holdings,
          Inc. and Subsidiaries (“MBA”) adjusts the historical financial statements of MBA
          for the acquisition of Blue Sky Motorcycle Rentals, Inc., Street Eagle,
          Inc.,
          Rent2Ride Nationwide, Inc., Rent2Ride Arizona, Inc. and Liberty Motorcycle
          Rentals, LLC.
 
 The
          historical financial information of MBA set forth below has been derived
          from
          the historical audited and unaudited consolidated statement of loss of
          MBA
          included in the Annual Report on Form 10-K for the year ended October 31,
          2004
          and this report. The unaudited pro forma consolidated statement of loss
          was
          prepared as if the transaction occurred as of the beginning of the respective
          periods.
 
 The
          unaudited pro forma statement presented does not purport to represent what
          the
          results of operations of MBA would actually have been had the transaction
          occurred on the dates noted above, or to project the results of operations
          of
          MBA for any future periods. The pro forma adjustments are based on available
          information and certain assumptions that management believes are reasonable.
          The
          adjustments are directly attributable to the transaction and are expected
          to
          have a continuing impact on the results of operations of MBA. In the opinion
          of
          management, all adjustments necessary to present fairly the unaudited pro
          forma
          financial information have been made.
 9
 **Table
            of Contents**
 M.B.A.
                    Holdings, Inc. and SubsidiariesPro
                    Forma Condensed Combined Statement of Loss (Unaudited)Pro
                    FormaAs
                    Reported
                
                Adjustments
                
                CombinedFor
                    the Nine Months Ended July 31, 2005Revenues
                
                $
                3,548,661
                
                $
                545,274
                
                $
                4,093,935Net
                    Loss
                
                
                (1,808,243
                )
                
                (1,731,788
                )
                
                76,455Basic
                    and Diluted Net Loss Per Share Per Share
                
                $
                (0.01
                )
                $
                (0.01
                )
                
                –For
                    the Year Ended October 31, 2004Revenues
                
                $
                5,743,547
                
                $
                6,585,022
                
                $
                841,475Net
                    Loss
                
                
                (1,209,455
                )
                
                (1,348,927
                )
                
                12,522Basic
                    and Diluted Net Loss Per Share Per Share
                
                $
                (0.02
                )
                $
                (0.02
                )
                
                –
  **5.**
              **INCOME
                  TAXES**
 
 There
        is
        no current provision for income taxes in the periods ended July 31, 2005
        and
        2004 as the Company has recovered all available federal income taxes paid
        in
        previous years. Similar provisions for recoverable state income taxes were
        not
        provided, as Arizona law does not allow for loss carry back.
 
 Deferred
        income taxes are recorded based on differences between the financial statement
        and tax basis of assets and liabilities based on income tax rates currently
        in
        effect. As the realization of deferred tax assets is now considered doubtful,
        a
        valuation allowance has been provided to eliminate that asset in both the
        current period and the year ended October 31, 2004. A deferred tax provision
        was
        made for the nine months ended July 31, 2004.
 
 **6.**
              **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 $71,376 and $71,895 for the three months ended July 31, 2005 and
        2004
        and $214,129 and $219,115 for the nine months ended July 31, 2005 and 2004.
        The
        current lease expired on December 31, 2003 and is renewed monthly by agreement
        between the parties.
 
 From
        time
        to time, Gaylen Brotherson, the Chief Executive Officer, directly and through
        an
        affiliated company, has loaned the Company funds to enable it to meet its
        operating expenses. The loans are evidenced by a note that matures on demand
        and
        bears interest at a rate of 6%. As security for the loan, the Company has
        granted the affiliated company, Cactus Family Investments, LLC, a security
        interest in all of its unencumbered assets.
 
 10
 **Table
            of Contents**
 **7.**
              **NOTES
                  PAYABLE**
 
 In
        connection with the acquisitions described in Note 4 above, the Company assumed
        responsibility for the repayment of $463,906 of indebtedness relating to
        the
        purchase of motorcycles that are owned by the entities acquired. This
        indebtedness is repayable monthly over varying terms of up to seventy two
        (72)
        months and at interest rates that vary from prime plus 2% to 11%.
 
 The
        Company also agreed to make monthly payments on $905,000 of its notes that
        were
        issued as a part of the purchase price of the entities acquired. The notes,
        except for one in the amount of $105,180 do not bear interest and are repayable
        over terms of up to forty-eight (48) months. The $105,180 note bears no interest
        during the initial twelve months and interest at a rate of 7% per annum
        thereafter. Imputed interest was immaterial for the period ended July 31,
        2005.  This note is repayable solely from a percentage of the gross
        motorcycle rental proceeds at a single location.
 
 **8.**
              **CAPITALIZATION**
 
 In
        March
        2004, the Company increased its authorized but unissued preferred stock from
        20,000,000 shares to 100,000,000 shares, changed the preferred stock from
        $.001
        par value to no par value, $.0001 stated value and created a Class A Preferred
        Stock consisting of 2,000,000 shares that are assigned the voting power of
        one
        hundred (100) voting shares for each Preferred Stock share. Further, each
        Class
        A Preferred Stock share is convertible into one hundred (100) Common Stock
        shares at the option of the holder thereof . The
        Company subsequently issued the 2,000,000  shares
        of
        Class A Preferred Stock to Cactus Family Investments, LLC, an affiliated
        company
        (See Note 5 above), in exchange for $200,000 of rent and other debt due to
        that
        entity.
 
 At
        the
        same time, the Company increased the number of its authorized common shares
        to
        800,000,000, changed the par value of those shares to no par value with a
        stated
        value of $.0001 and increased its issued Common Stock shares to 20,617,870
        shares by means of a 10 - 1 forward stock split. On
        November 12, 2004, the Company declared a stock dividend equal to one share
        of
        common stock for each one hundred shares owned by shareholders on November
        26,
        2004. The Company issued 1,207,622 new shares in payment of that stock
        dividend.  The effect of these stock splits and dividends have been
        given
        retroactive effect for all periods presented.
 
 On
        March
        31, 2005, the Company honored the request of Cactus Family Investments, LLC
        to
        convert 460,000 shares of the Company’s Class A Preferred Stock into 46,000,000
        shares of its common stock and to donate the remaining preferred shares to
        the
        Company as a contribution to its capital. In addition, the Company created
        a
        Class B Preferred Stock consisting of 3,000,000 shares that are assigned
        the
        voting power of one hundred (100) voting shares for each Preferred Stock
        share.
        The Class B Preferred shares are not convertible into common shares.  The
        Company subsequently issued the 2,000,000  shares
        of
        Class B Preferred Stock to Cactus Family Investments, LLC, an affiliated
        company
        (See Note 5 above), in exchange for $317,382 of rent and other debt due to
        that
        entity.
 
 On
        April
        18, 2005, the Company decreased its authorized common shares to 350,000,000
        no
        par value shares with a stated value of $.0001 per share.
 
 As
        of
        July 31, 2005, the Company holds 316,000 (post split) shares of its’ common
        stock in the Treasury. These shares were purchased for the purpose of retirement
        and bonuses to employees. Management continues to explore additional uses
        of the
        stock.
  11
 **Table
            of Contents**
 **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, 2005, the Company has granted options for a total of 105,775,000
        shares
        to selected employees. Compensation expense of $269,250 and $351,677 was
        recorded in connection with these transactions in the three and nine months
        ended July 31, 2005, respectively. In the three and nine months ended July
        31,
        2004, $202,677 and $253,582 respectively was recorded as compensation expense
        relating to this stock option plan. As of July 31, 2005, there were 4,750,000
        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, 2005, the Company has granted options for
        a total
        of 9,277,000 shares to selected directors/consultants. Compensation expense
        of
        $90,530 and $323,334 was recorded in connection with these transactions in
        the
        three and nine months ended July 31, 2005, respectively. In the three and
        nine
        months ended July 31, 2004, $ 0 and $121,541 respectively was recorded as
        compensation expense relating to this stock option plan. As of July 31, 2005
        there were 2,100,000 options outstanding under this plan.
 
 **10.**
              **SIGNIFICANT
                  CUSTOMERS**
  In
        2004 a
        major manufacturer accounted for $1,750,893 of VSC revenues or 33% of the
        2004
        Net Commission Income. The contract with the manufacturer was not renewed
        at its
        expiration on December 31, 2004. The Company is seeking ways to replace this
        business through acquisitions and other avenues.
  **11.**
              **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.
 
 12
 **Table
            of Contents**
  The
        Company and Heritage Warranty Insurance RRG, Inc. have terminated the
        Administration Agreement and Profit Sharing Agreement dated September 1,
        2000 as
        well as a Claims Reserve Account and a Second Amendment to Inboard Service
        Agreement dated October 31, 2002, subject to certain conditions, effective
        May
        1, 2005. The Company has entered into an agreement with Capitol Assurance
        Risk
        Retention Group, Inc. to provide replacement coverage. The Company is working
        to
        achieve a seamless transition of its business to the new insurance company
        and
        has substantially achieved this objective as of July 31, 2005. The Company’s
        agreements with Old Republic Insurance Company, Warranty America, LLC, First
        Assured Insurance Company and AON Warranty Company remain in
        effect.
 
 As
        a part
        of the acquisition of the second 50% of the equity in Blue Sky Motorcycle
        Rentals, Inc. (“Blue Sky”), the Company agreed to allow the continuation of an
        existing pledge of certain shares of Blue Sky common stock, representing
        48% of
        the total outstanding common shares, to remain in place. The pledge secures
        a
        debt that is owed by the former Chief Executive of Blue Sky to an unrelated
        third party. In accordance with FASB Interpretation No. 45, the Company has
        increased its notes payable - long term by $78,600 to account for this indirect
        guarantee of the indebtedness of others.
 
 **12.**
              **NEW
                  ACCOUNTING PRONOUNCEMENTS**
 
 In
        December 2004, the FASB published FASB Statement No. 123R, *Share-Based
        Payment* ,
        (“FAS
        123R”) which will provide investors and other users of financial statements with
        more complete and neutral financial information by requiring that the
        compensation cost relating to share-based payment transactions be recognized
        in
        financial statements. That cost will be measured based on the fair value
        of the
        equity or liability instruments issued. The Company is required to and will
        apply FAS 123R at October 31, 2005.
 
 In
        December 2004, the FASB issued Statement No. 153, *Exchanges
        of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
        Nonmonetary Transactions* (“FAS
        153”). The amendments made by FAS 153 are based on the principle that exchanges
        of nonmonetary assets should be measured based on the fair value of the assets
        exchanged. The Company has adopted FAS 153 at October 31, 2004.
 
 On
        June
        1, 2005, the FASB issued Statement No. 154, *Accounting
        Changes and Error Corrections,* a
        replacement of APB Opinion No. 20 and FASB Statement No. 3. The Statement
        applies to all voluntary changes in accounting principle, and changes the
        requirements for accounting for and reporting of a change in accounting
        principle. The Company will adopt FAS 154 at November 1, 2005.
 
 **13.**
              **RECLASSIFICATIONS**
  Certain
        prior period amounts have been reclassified to conform to the current period
        presentation.
  13
 **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 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 Unaudited 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, in some cases, for providing administrative claims services
        as
        required. The Company has no direct liability for claims losses on MBI. It
        acts
        as the issuing insurance company’s agent in these transactions. The Company
        apportions the commissions received in a manner that it believes is
        proportionate to the values of the services provided. The revenues relating
        to
        policy sales are recorded in income when the policy information is received
        and
        approved by the Company. The revenues related to providing administrative
        claims
        services are deferred and recognized in income on a straight-line basis over
        the
        actual life of the policy.
  14
 **Table
            of Contents**
  A
        vehicle
        service contract (“VSC”) is a contract for certain defined services between the
        Company and the purchaser. The Company reinsures its obligations by obtaining
        an
        insurance policy that guarantees its obligations under the contract. In
        accordance with Financial Accounting Standards Board Technical Bulletin 90-1,
        “ *Accounting
        for Separately Priced Extended Warranty and Product Maintenance Contracts”,* revenues
        and costs associated with the sales of these contracts are deferred and
        recognized in income on a straight-line basis over the actual life of the
        contracts.
  **SIGNIFICANT
        EVENTS**
 
 The
        Company has been a significant force in forming the National Motorcycle Dealers
        Association, LLC (NMDA) and has been appointed to provide management and
        administration of the Association. NMDA will provide products and services
        for
        the Association members including Extended Motorcycle Warranties for New
        and
        Used Motorcycles, ATV’s and Trailers, New Motorcycle Manufacture’s Factory
        Warranties, Motorcycle leasing and financing, Gap Coverage, Credit Life/Accident
        Health Insurance, Family Hospitalization Insurance for Dealerships and their
        Families, Rental Insurance for Dealer Motorcycle Rental Programs and Software,
        Garage keepers Insurance Program, Liability and Collision Insurance for
        Motorcycle and Autos for the dealer and their customers, an Association Credit
        Card, Dealership Credit Card Processing, 401(k) Retirement Programs, Roadside
        Assistance Programs, Tire and Wheel Protection, Business Forms, Communication
        Services and a Prepaid Legal Program. Membership will be required to participate
        in these programs and the Company will be compensated through management
        fees
        and product sales commissions. The NMDA's aggregation of many programs
        represents a rare opportunity for the Company and its partners to achieve
        business synergies and a market edge not previously available to them. NMDA
        has
        terminated its relationship with Wildside Motorcycles, Inc. and is pursuing
        the
        motorcycle rental software business with internally developed
        products.
  In
        December 2004, the Company acquired a 50% interest in Blue Sky Motorcycle
        Rentals, Inc. (Blue Sky) that operates a motorcycle rental business in Colorado
        and has sold its business model to similar operations in Arizona, California,
        New Mexico, Nevada and Florida. Its business plan envisions significant
        expansion into other vacation markets as well as motorcycle exchange programs
        among the participants to maximize the usage of the rental motorcycles. The
        owner has agreed to consult with the Company in order to continue the business
        expansion of Blue Sky. In April 2005, the Company acquired the remaining
        50%
        interest in Blue Sky and is integrating it into the National Motorcycle Dealers
        Association operations that are discussed in the preceding
        paragraph.
  As
        a part
        of the acquisition of the second 50% of the equity in Blue Sky Motorcycle
        Rentals, Inc. (“Blue Sky”), the Company agreed to allow the continuation of an
        existing pledge of certain shares of Blue Sky common stock, representing
        48% of
        the total outstanding common shares, to remain in place. The pledge secures
        a
        debt that is owed by the former Chief Executive of Blue Sky to an unrelated
        third party. In accordance with the Interpretation of FASB Statements 5,
        57 and
        107 and the rescission of FASB Interpretation No.34, the Company has increased
        its notes payable - long term by $78,600 to account for this indirect guarantee
        of the indebtedness of others.
 
 In
        May
        2005, the Company acquired
        a 50% membership interest in iDigital, LLC (“iDigital”) in exchange for
        common shares of the Company. iDigital is the purveyor of a line of specialty
        marketing products that are designed to be given to customers as a personal
        memento of their recent experience with a company’s products, like motorcycle
        rentals and other purchases.
 
 The
        Company also purchased all of the assets of Street Eagle, Inc., Rent2Ride
        Nationwide, Inc. and Rent2Ride Arizona, Inc. (the “Street Eagle Companies”) for
        cash and notes payable over the next twelve months. The Street Eagle Companies are
        the
        owners of motorcycle rental software, web sites, registered domain names,
        trademarks and other software items. In addition, the Street Eagle Companies
        have substantially developed the documentation as a franchisor of its motorcycle
        rental concept. The Company expects to integrate this software with its
        motorcycle rental operations and to market it to others through
        NMDA.
  15
 **Table
            of Contents**
  The
          Company has incurred approximately $828,000 in
          Goodwill in connection with the acquisition of its subsidiaries as of July
          31,
          2005.  In reviewing the anticipated effective life of the Goodwill
          in
          question, management of the Company has elected to amortize the Goodwill
          over a
          period of five years.
 In
        July
        2005, the Company purchased all of the assets of Liberty Motorcycle Rentals,
        LLC. The purchase price included cash, stock, the assumption by the Company
        of
        certain indebtedness relating to motorcycle assets and a note bearing interest
        at the rate of 7% after the first year and payable solely from a percentage
        of
        the gross revenues derived from the rental of the motorcycles that were
        acquired.
  In
        addition, the Company purchased all of the assets and common stock of Escape
        Eagles, Inc. (“Escape Eagles”) for a purchase price consisting of cash and notes
        payable over a four-year period. Escape Eagles operates a rental facility
        in Las
        Vegas, NV that has been associated with both Blue Sky and the Street Eagle
        Companies in the past.
  As
        discussed in Note 11, the Company and Heritage Warranty Insurance RRG, Inc.
        have
        terminated the Administration Agreement and Profit Sharing Agreement dated
        September 1, 2000 as well as a Claims Reserve Account and a Second Amendment
        to
        Inboard Service Agreement dated October 31, 2002, subject to certain conditions,
        effective May 1, 2005. The Company has entered into an agreement with Capitol
        Assurance Risk Retention Group, Inc. to provide replacement coverage. The
        Company has achieved a seamless transition of its business to the new insurance
        company. The Company’s agreements with Old Republic Insurance Company, Warranty
        America, LLC, First Assured Insurance Company and AON Warranty Company remain
        in
        effect.
  **RESULTS
          OF OPERATIONS**
 
 **COMPARISON
          OF THREE MONTHS ENDED JULY 31, 2005 AND 2004**
 
 **NET
          REVENUES**
 
 Net
          revenues for the fiscal quarter ended July 31, 2005 totaled $1,529,000,
          up
          $226,000 from the $1,303,000 recognized in the quarter ended July 31, 2004.
          The
          increase is the result of the Company’s motorcycle rental operations beginning
          to contribute revenues and from an increase of $50,000 in brokerage revenues.
  **OPERATING
            EXPENSES**
 
 Operating
            costs increased to $2,324,000 in the quarter ended July 31, 2005 up $710,000
            from the $1,614,000 expended in the quarter ended July 31, 2004. The
            increase is
            the result of an additional provision for uncollectible accounts that
            was made
            in the period and to added expenses in connection with the acquisition
            of the
            Street Eagle Companies, Escape Eagles and iDigital. In addition, the
            continued
            in-house development of the motorcycle rental software has caused a significant
            increase in programming expenses.
 16
 **Table
            of Contents**
  **OTHER
        INCOME (EXPENSE)**
 
 Total
        other (expense) increased in the quarter ended July 31, 2005 to $16,000 from
        $7,000 as a result of the incurrence of miscellaneous costs associated with
        both
        the acquisitions and the contract terminations discussed above.
 
 **INCOME
        TAXES**
 
 There
        was
        no provision for income taxes in the quarter ended July 31, 2005 because
        the
        Company has already recovered all federal income taxes paid in prior years
        to
        the extent available.
  **COMPARISON
          OF THE NINE MONTHS ENDED JULY 31, 2005 AND 2004**
 
 **NET
          REVENUES**
 
 The
          downward trend in revenues that has been noted in prior periods continued
          in the
          nine months ended July 31, 2005 with net revenues down $414,000 from the
          comparable nine months in 2004. The Company did experience positive revenue
          contributions from the newly acquired entities and a small increase in
          brokerage
          and administrative revenues.
 
 **OPERATING
          EXPENSES**
 
 Operating
          costs, fueled by the cost associated with the acquisitions, increased to
          $5,273,000 in the nine months ended July 31, 2005 up $580,000 from the
          $4,693,000 expended in the nine months ended July 31, 2004. The increase
          was
          experienced primarily in the costs of motorcycle rentals and insurance
          premiums,
          in salaries and wages and in professional fees. These costs increased as
          staff
          was added to handle the new motorcycle operations and programming efforts
          to
          complete the in-house motorcycle rental software. In addition, a larger
          than
          normal provision for uncollectible accounts was made in the period.
  **OTHER
            INCOME (EXPENSE)**
 
 Other
            expense increased in the nine months ended July 31, 2005 by approximately
            $50,000 from the comparable 2004 period. The nine-months ended July 31,
            2005
            include a series of miscellaneous costs associated with both the acquisitions
            and the contract terminations discussed above. The comparable 2004 period
            did
            not include these expenses but did include $37,000 of other fee income
            that was
            negotiated when an insurance company elected to have its policies serviced
            by a
            third party.
 
 **INCOME
            TAXES**
 
 There
            was
            no provision for income taxes in the nine months ended July 31, 2005.
            The
            comparable 2004 period contained a deferred tax provision that was recorded
            in
            recognition of changes in the temporary differences created by the fluctuations
            in the deferred revenue and deferred cost balances. As the realization
            of
            deferred tax assets is now considered doubtful, a valuation allowance
            has been
            provided to eliminate that asset in both the current and prior
            periods.
 17
 **Table
            of Contents**
  **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 and funds have
        been
        obtained from the issuance of stock options 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
        2005 and expects such losses to continue further into 2005. The Company is
        pursuing the development of NMDA, Blue Sky and of other warranty products
        in its
        ongoing efforts to stem the losses.
  **COMPARISON
          OF JULY 31, 2005 AND OCTOBER 31, 2004**
 
 Working
          capital at April 30, 2005 consisted of current assets of $3,629,000 and
          current
          liabilities of $5,068,000, or a current ratio of 0.72: 1. At October 31,
          2004
          the working capital ratio was 0.85: 1 with current assets of $4,277,000
          and
          current liabilities of $5,017,000. The ratio did not improve during this
          quarter
          because of a continuing demand for funds to support the growth efforts
          of NMDA
          and the motorcycle rental operations. Loans from the Company’s principal
          shareholder and funds derived from the exercise of stock options have funded
          this growth and continuing operations.
 
 Deferred
          Revenues decreased $1,559,000 while Deferred Direct Costs decreased $1,413,000
          from balances at October 31, 2004. Deferred revenues consist of unearned
          VSC
          gross sales and estimated administrative service fees related to MBI policies.
          Deferred direct costs are costs that are directly related to the sale of
          VSCs.
          The change results from the overall decline in extended warranty sales
          that have
          been experienced over the last several quarters and from changes in the
          contract
          terms of contracts in the deferral pool.
 
 The
          Company collects funds throughout the year and remits a portion of the
          funds to
          the insurance companies. As of July 31, 2005, the amount owed to insurance
          companies increased $239,000 from the balance at October 31, 2004. The
          Company’s
          accounts receivable are principally amounts due from insurance companies
          for
          claims payments made by the Company. As of July 31, 2005, accounts receivable
          increased $295,000. The changes in these balances are due to differences
          in the
          timing of payments received from and 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.
 
 A
            portion
            of the Company’s interest bearing outstanding debt is tied to the prime rate and
            therefore presents some interest rate risk. The Company would incur an
            additional $3,000 of interest expense for each 1% change in the prime
            rate. The
            Company does not consider this risk to be excessive.
 18
 **Table
            of Contents**
  **ITEM
                  4.**
              **CONTROLS
                  AND PROCEDURES**
 
 In
        the
        quarter ended July 31, 2005, we did not make any significant changes in,
        nor
        take any corrective actions regarding our internal controls or other factors
        that could significantly affect these controls. We lost the services of our
        assistant controller at the end of the fiscal year ended October 31, 2004
        and
        have recently hired a replacement.
 
 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**
 The
            Company issued 2,025,000 unregistered shares in connection with
            acquisitions.
 **ITEM 3.**
                    **DEFAULTS
                        UPON SENIOR SECURITIES**
 
 None
 **ITEM 4.**
                  **SUBMISSIONS
                      OF MATTERS TO A VOTE OF SECURITY
                      HOLDERS**
 None
  **ITEM 5.**
                  **OTHER
                      INFORMATION**
 
 None


19
 **Table
            of Contents**
 **ITEM 6.**
                **EXHIBITS
                    AND REPORTS ON FORM 8-K**
 (a)
              Exhibit
                  Index
 
 Exhibit
                31.1
              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
                31.2
              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
                32.1
              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
                32.2
              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
        Current Report was filed May 19, 2005. This Current Report stated that the
        Company had acquired a 50% interest in iDigital, LLC and all of the assets
        of
        the Street Eagle Companies.
 
 
 20
 **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: 
                  September 21, 2005
                By:
                /s/ Gaylen
                  BrothersonGaylen
                    Brotherson
                  Chairman of the Board and Chief Executive
                    Officer
 Dated: 
                  September 21, 2005
                By:
                /s/ Dennis
                  M. O’ConnorDennis
                    M. O’Connor
                  Chief Financial
                    Officer
 21