UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 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: 0-28221

                        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 ___

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  ($0.001 par value)  outstanding  at February 29,
2004: 2,030,187 shares.

<PAGE>

MBA Holdings, Inc

                         PART I - FINANCIAL INFORMATION

<TABLE>
<S>                                                                                             <C>
Item 1   Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of January 31, 2004 and October 31, 2003                2

Condensed Consolidated Statements of Loss and Comprehensive Loss for the three months
ended January 31, 2004 and 2003                                                                  4

Condensed Consolidated Statements of Cash Flows for the three months ended
January 31, 2004 and 2003                                                                        5

Notes to Condensed Consolidated Financial Statements                                             6

Item 2   Management's Discussion and Analysis of Financial Condition and Results of Operations   8

Item 3   Quantitative and Qualitative Disclosures about Market Risk                              10

ITEM 4. Controls and Procedures                                                                  11

                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                                       11

Signatures                                                                                       13

Certifications                                                                                   14
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2004 AND OCTOBER 31, 2003
---------------------------------------------------------------------------------------------------------

ASSETS                                                                    January 31,         October 31,
                                                                             2004                2003
                                                                          (Unaudited)
<S>                                                                      <C>                 <C>
CURRENT ASSETS:
  Cash and cash equivalents                                              $   494,603         $   448,240
  Restricted cash                                                            116,915             291,437
  Investments                                                                139,318             117,203
  Accounts receivable                                                        364,529             232,184
  Prepaid expenses and other current assets                                    1,893               5,248
  Deferred direct costs                                                    3,448,629           3,730,410
                                                                         -----------         -----------
           Total current assets                                            4,565,887           4,824,722
                                                                         -----------         -----------
PROPERTY AND EQUIPMENT:
  Computer equipment                                                         318,799             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                                      554,240             544,569
  Accumulated depreciation and amortization                                 (435,800)           (426,661)
                                                                         -----------         -----------
           Property and equipment - net                                      118,440             117,908
                                                                         -----------         -----------

Deferred direct costs                                                      5,043,073           4,804,532
                                                                         -----------         -----------

TOTAL ASSETS                                                             $ 9,727,400         $ 9,747,162
                                                                         ===========         ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2004 AND OCTOBER 31, 2003
---------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT                                   January 31,           October 31,
                                                                            2004                  2003
                                                                        (Unaudited)
<S>                                                                    <C>                   <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                          $    754,932          $    736,442
  Accounts payable and accrued expenses                                     632,008               622,756
  Line of credit borrowings                                                 199,009               196,897
  Accounts payable to affiliated entity                                     665,758               516,309
  Capital lease obligations - current portion                                12,639                 7,882
  Deferred revenues                                                       4,146,166             4,332,133
                                                                       ------------          ------------
           Total current liabilities                                      6,410,512             6,412,419

Capital lease obligations - net of current portion                            2,133                 8,301
Other liabilities                                                              --                    --
Deferred rent                                                                  --                   4,809
Deferred income tax liability                                                16,511                 4,666
Deferred revenues                                                         5,708,605             5,548,214
                                                                       ------------          ------------
           Total liabilities                                             12,137,761            11,978,409
                                                                       ------------          ------------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' DEFICIT:
  Preferred stock, $.001 par value; 20,000,000 shares
    authorized; none issued and outstanding                                    --                    --
  Common stock, $.001 par value; 80,000,000 shares
    authorized; 2,061,787 (2004 and 2003) shares issued;
    2,030,187 (2004 and 2003) shares outstanding                              2,062                 2,062
  Additional paid-in-capital                                                280,801               280,801
  Accumulated other comprehensive income                                        191                   119
  Accumulated deficit                                                    (2,637,915)           (2,458,729)
  Less: 31,600 shares of common stock in treasury, at cost                  (55,500)              (55,500)
                                                                       ------------          ------------
        Total stockholders' deficit                                      (2,410,361)           (2,231,247)
                                                                       ------------          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $  9,727,400          $  9,747,162
                                                                       ============          ============
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITIED)
THREE MONTHS ENDED JANUARY 31, 2004 AND 2003
---------------------------------------------------------------------------------------------------------

                                                                      Three Months Ended January 31,
                                                                      2004                     2003

<S>                                                               <C>                      <C>
REVENUES:
  Vehicle service contract gross income                           $ 1,227,881              $ 1,348,584
  Net mechanical breakdown insurance income                            39,495                   24,200
  MBI administrative service revenue                                   66,744                   67,990
                                                                  -----------              -----------
           Total net revenues                                       1,334,120                1,440,774
                                                                  -----------              -----------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts             1,151,858                1,266,436
  Salaries and employee benefits                                      183,352                  252,058
  Mailings and postage                                                  2,732                    2,022
  Rent and lease expense                                               75,674                   71,620
  Professional fees                                                    30,070                   35,120
  Telephone                                                            25,558                   25,266
  Depreciation and amortization                                         9,139                   17,905
  Merchant and bank charges                                             3,010                    1,783
  Insurance                                                             4,026                    2,162
  Supplies                                                              1,119                    4,293
  License and fees                                                      3,876                    4,551
  Other operating expenses                                             19,093                   20,896
                                                                  -----------              -----------
           Total operating expenses                                 1,509,507                1,704,112
                                                                  -----------              -----------
OPERATING LOSS                                                       (175,387)                (263,338)
                                                                  -----------              -----------
OTHER INCOME (EXPENSE):
  Finance and other fee income                                          4,120                    4,708
  Interest income                                                       3,923                    2,288
  Interest expense                                                    (14,109)                  (1,518)
  Other income                                                         14,084                    5,450
                                                                  -----------              -----------
           Other income - net                                           8,018                   10,928
                                                                  -----------              -----------
LOSS BEFORE INCOME TAXES                                             (167,369)                (252,410)
INCOME TAXES                                                           11,817                  (39,867)
                                                                  -----------              -----------
NET LOSS                                                          $  (179,186)             $  (212,543)
                                                                  ===========              ===========

BASIC AND DILUTED NET LOSS PER SHARE                              $     (0.09)             $     (0.11)
                                                                  ===========              ===========

AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                                   2,030,187                1,980,187
                                                                  ===========              ===========

Net loss                                                          $  (179,186)             $  (212,543)
Other comprehensive income net of tax:
   Net unrealized gain on available-for-sale securities                    72                      851
                                                                  -----------              -----------
Comprehensive loss                                                $  (179,114)             $  (211,692)
                                                                  ===========              ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2004 AND 2003
-----------------------------------------------------------------------------------------------------------------
                                                                                       JANUARY 31,
                                                                                2004                 2003
<S>                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $(179,186)            $(212,543)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                              9,139                17,906
      Deferred income taxes                                                     16,510                53,662
      Changes in assets and liabilities:
        Restricted cash                                                        174,522               218,367
        Accounts receivable                                                   (132,345)             (233,294)
        Prepaid expenses and other current assets                                3,355                 6,883
        Deferred direct costs                                                   43,240                   477
        Net premiums payable to insurance companies                             18,490               (69,744)
        Accounts payable and accrued expenses                                    9,252                50,552
        Income taxes receivable                                                   --                 336,114
        Deferred rent                                                           (4,809)                 --
        Deferred income tax                                                     (4,666)               (6,564)
        Deferred revenues                                                      (25,575)              (44,226)
                                                                             ---------             ---------
           Net cash provided by (used in) operating activities                 (72,073)              117,590
                                                                             ---------             ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                            (9,671)                 (680)
   Purchase of investments                                                     (22,043)                 --
   Sale of  investments                                                           --                  47,476
                                                                             ---------             ---------
          Net cash provided by (used in) investing activities                  (31,714)               46,796
                                                                             ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                                     2,112               185,288
  Repayments of line of credit drawings                                           --                (185,288)
  Proceeds of borrowing from affiliated entity                                 149,449                  --
  Payments on capital lease obligation                                          (1,411)               (2,939)
                                                                             ---------             ---------
          Net cash provided by (used in) financing activities                  150,150                (2,939)
                                                                             ---------             ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                       46,363               161,447
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 448,240               611,520
                                                                             ---------             ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $ 494,603             $ 772,967
                                                                             =========             =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                   $   2,752             $   1,087
                                                                             =========             =========
    Cash received from income tax refunds                                         --               $ 431,186
                                                                             =========             =========
      Non cash conversion of debt to equity                                  $  80,000                  --
                                                                             =========             =========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED JANUARY 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 three
months ended  January 31, 2004 may not be  indicative of the results 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  of loss 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.  Loss per common share assuming  dilution is computed on the
weighted  average  number  of shares of common  stock  outstanding  during  each
period.  As the company has a net loss for the three  months  ended  January 31,
2004 and 2003, the average  number of outstanding  shares for basic and dilutive
net loss per share at January 31, 2004 is  2,030,187  and at January 31, 2003 is
1,980,187.

3. OTHER COMPREHENSIVE GAIN (LOSS)

Other   comprehensive   gain   (loss)   resulted   from   unrealized   gains  on
available-for-sale  investments of $72 and $851in the three months ended January
31, 2004 and 2003, respectively

4. INVESTMENTS

All of the Company's  investments are classified as  available-for-sale  and are
stated at estimated fair value determined by the quoted market price.

5. INCOME TAXES

Provisions  for income  taxes in the  periods  ended  January  31, 2004 and 2003
reflect the fact that the Company is no longer able to carry back  current  year
losses to recover federal income taxes paid in previous  years.  The Company has
received tax refunds totaling $431,186 during fiscal 2003 from the carry back of
these losses. No such recoveries are available in fiscal 2004.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax  basis of  assets  and  liabilities  using  income  tax rates
currently  in  effect.  The  Company  has  provided  a  Valuation  Allowance  of
approximately $586,000 to recognize the fact that all of the deferred tax assets
that may not be realized.

                                       6
<PAGE>

6. RELATED PARTY TRANSACTIONS

The  Company  leases its office  space from  Cactus  Partnership.  The  managing
partner of Cactus Partnership is Gaylen Brotherson, the Chief Executive Officer.
Rent  expense for this office space was $74,016 and $66,991 for the three months
ended  January 31, 2004 and 2003,  respectively.  The current  lease  expired on
December 31, 2003.  The parties are  negotiating  a new lease and have agreed to
renew  the old  lease on a  month-to-month  basis  until  the  negotiations  are
complete. Rent is currently being accrued at the final monthly rate contained in
the expiring lease.

Gaylen   Brotherson,   the  Chief  Executive   Officer,   through  a  controlled
corporation, has loaned the Company various amounts and has deferred the receipt
of  other  amounts.  As of  January  31,  2004 and  2003,  the  Company  owed an
affiliated  company   controlled  by  Mr.  Brotherson   $665,758  and  $516,309,
respectively. The loans mature on the anniversary date of the separate notes and
the bear  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.

7. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and lawsuits that arise in the ordinary  course
of  business,   consisting  principally  of  alleged  errors  and  omissions  in
connection with the sale of insurance and personnel matters and of disputes over
outstanding accounts. The Company 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 that expired
on January 31,  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 are secured
by the Company's  investments.  There were borrowings of $199,009 outstanding at
January  31,  2004.  These  borrowings  were  repaid in  February  2004 from the
proceeds of the sale of investments and no new credit line has been established.

9. NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued FIN No. 46,  Consolidation of Variable Interest
Entities ("FIN 46") that is an  interpretation  of Accounting  Research Bulletin
No. 51, Consolidated  Financial Statements.  FIN 46 requires a variable interest
entity  ("VIE") to be  consolidated  by a company that is  considered  to be the
primary  beneficiary  of that VIE. In December  2003, the FASB issued FIN No. 46
(revised  December  2003),  Consolidation  of Variable  Interest  Entities ("FIN
46-R") to address certain FIN 46 implementation issues. The Company is currently
evaluating the application of FIN 46 as it relates to Cactus Family Investments,
LLC, an entity owned by the majority shareholders of the Company.

The Financial  Accounting  Standards  Board (FASB) has issued FASB Statement No.
132  (revised   2003),   Employers'   Disclosures   about   Pensions  and  Other
Postretirement Benefit ("FAS 132") that improves financial statement disclosures
for defined  benefit plans.  The Company  maintains a 401(k) Profit Sharing Plan
(the  "Plan")  but has made no  contributions  nor has it  incurred  any pension
expenses  to the Plan in the fiscal  years  ended  October  31, 2003 and 2002 or
through January 31, 2004. The Company has adopted this statement and it does not
have a  materially  affect the  consolidated  financial  position  or results of
operations.

10. RECLASSIFICATIONS

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

                                       7
<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
defers the commissions received and recognizes them in income on a straight-line
basis over the actual life of the policies.

         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.

Income Taxes

Deferred  income tax is recorded  based upon  differences  between the financial
statement  and tax  basis of  assets  and  liabilities  using  income  tax rates
currently  in effect less a Valuation  Allowance  of  approximately  $586,000 to
reflect potential realization.

                                       8
<PAGE>

Provision for  recoverable  income taxes and related income tax  receivables are
not allowed in the year ended October 31, 2004 or 2003.  Under the provisions of
current  law, the Company may not carry back the current or prior year losses to
recover  income  taxes paid in previous  years.  The Company  has  received  the
refunds  ($431,186)  relating  to the carry back of losses  incurred in the year
ended October 31, 2002.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JANUARY 31, 2004 AND 2003

NET REVENUES

Net revenues for the fiscal quarter ended January 31, 2004 totaled $1,334,000, a
decrease of $107,000 from the  $1,441,000 of net revenues  recorded in the first
quarter of 2003. The variation  occurred  because of a decrease in the number of
MBI polices sold in 2004 compared with 2003.While  total  policy/contract  sales
increased by 72 policies in 2004,  total MBI sales  dropped by 36 policies.  The
effects of changes in mix of policies/contracts  sold is significant in that the
change  in the  product  mix was a  movement  away from the more  expensive  MBI
product.

OPERATING EXPENSES

Operating  costs  decreased to $1,510,000 in the quarter ended January 31, 2004,
down  $194,000  from the  $1,704,000  expended in the quarter  ended January 31,
2003. Thirty five percent of the decrease came in the area of personnel costs as
the Company  continued to adjust  staffing to meet sales levels.  The balance of
the cost decreases came in  professional  services,  supplies,  advertising  and
postage.  The Company did  experience  some minor cost increases as it continued
its investment in web-based programming.

OTHER INCOME (EXPENSE)

Total  other  income  declined  in the  quarter  ended  January 31, 2004 and was
approximately  $3,000 under the  comparable  2003 quarter.  The Company used its
line of credit  facility  to its full  capacity  during the 1st  quarter of 2004
thereby incurring interest expense that was not present in the 2003 quarter. The
line of credit was repaid  shortly after the end of the quarter and a decline in
this expense will occur in the second quarter of 2004.

INCOME TAXES

The  provisions  for income taxes in the quarter ended January 31, 2004 and 2003
do not reflect the benefit from the carry back of that year's  losses to recover
income taxes paid in prior years as no further prior period tax payments  remain
available  for  recovery.  The Company has  provided a  Valuation  Allowance  of
$586,000 to recognize  the fact that all of the deferred tax assets that may not
be realized.

Deferred  income taxes are recorded based on  differences  between the financial
statement  and tax  basis of  assets  and  liabilities  using  income  tax rates
currently in effect.

LIQUIDITY AND CAPITAL RESOURCES

COMPARISON OF JANUARY 31, 2004 AND OCTOBER 31, 2003

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 1st quarter of 2004 and expects  such losses to continue  further into 2004.
The  Company  continues  to pursue  cost  cutting  measures,  to

                                       9
<PAGE>

relieve  it of  obligations  to  provide  uncompensated  services  and  to  seek
additional business to reduce working capital needs.

On November 14, 2003, the Company issued 50,000  restricted shares of its common
stock  and  used  48,000  of  the  new  shares  to  convert  $76,800.00  of  the
indebtedness  due to an affiliated  company to equity by issuing those shares to
Gaylen M.  Brotherson,  CEO and Director and Judy K.  Brotherson,  Secretary and
Director.  At the same time,  the Company  paid  $1,600.00  in  compensation  to
Michael  Brady,  Director  and to Edward E.  Wilczewski,  Director  through  the
issuance of the remaining 2,000 new shares.

Working  capital at January 31, 2004  consisted of current  assets of $4,566,000
and current liabilities of $6,411,000, or a current ratio of 0.71: 1. At October
31, 2003 the working capital ratio was 0.75: 1 with current assets of $4,825,000
and current  liabilities of $6,412,000.  The working  capital  decline  occurred
primarily  because  the  Company  has  accrued  but  not  paid  certain  of  its
obligations to an affiliated company.

Deferred Revenues  decreased $26,000 and Deferred Direct Costs decreased $43,000
from  balances at October 31, 2003.  Deferred  revenues  consist of unearned VSC
gross sales and unamortized commissions 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  policy  sales,  which the  Company  has
experienced  over the last several  quarters and from an increase in the average
policy  term.  The effect of the decline was  partially  mitigated  by increased
policy prices.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since the Company does not underwrite its own policies,  a change in the current
rate 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 VSC contracts,  the Company is primarily  responsible for
liability under these contracts. The Company reinsures its liability with highly
rated insurance  companies such as Fireman's Fund Insurance Company and Heritage
Warranty Mutual Insurance Risk Retention Group,  Inc. 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 long-term receivables or liabilities and therefore
is not subject to significant interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

In the quarter ended January 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 matter has been referred to  arbitration by the court but the
complainant  has not yet filed  arbitration.  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.

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<PAGE>

Item 2 Changes in Securities and Use of Proceeds

     a.) Securities sold - On November 14, 2003 the Company issued an additional
         50,000 restricted shares of its Common Stock

     b.) Underwriters  and  other  purchasers  - 48,000 of the new  shares  were
         exchanged  with  two  of  the  Company's  Officers  and  Directors  for
         indebtedness due to an affiliated  company.  The remaining 2,000 of the
         new  shares  were  issued to two  Directors  as  compensation  for past
         services to the Company

     c.) Consideration  - The shares  were issued at a price of $1.60 per share,
         which  was 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 - Not  applicable.
         f.)  Use  of  proceeds  -  The  Company  converted  $76,800.00  of  the
         indebtedness due to an affiliated  company by issuing 48,000 of the new
         shares  to  Gaylen  M.  Brotherson,   CEO  and  Director  and  Judy  K.
         Brotherson,  Secretary  and  Director.  The Company  paid  $1,600.00 in
         compensation  to Michael  Brady,  Director  and  Edward E.  Wilczewski,
         Director through the issuance of 2,000 new shares.

Item 3 Defaults upon Senior Securities

None

Item 4 Submissions of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6 Exhibits and Reports on form 8-K

       (a) Exhibit Index

           Exhibit 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

           None

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<PAGE>

                                   SIGNATURES

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

                                             MBA Holdings, Inc.


Dated: March 15, 2004                        by: /s/ Gaylen M. Brotherson
---------------------                        ----------------------------
                                             Gaylen Brotherson
                                             Chairman of the Board and Chief
                                             Executive Officer


Dated: March 15, 2004                        by: /s/ Dennis M. O'Connor
---------------------                        --------------------------
                                             Dennis M. O'Connor
                                             Chief Financial Officer

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