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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2003.

                                       or

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

For the transition period from                     to

Commission File Number:

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

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

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

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

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

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

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

Number of Common Stock  shares  ($0.001 par value)  outstanding  at September 1,
2003: 1,980,187 shares.

<PAGE>

MBA Holdings, Inc

                         PART I - FINANCIAL INFORMATION

Item 1 Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of July 31, 2003 and
October 31, 2002                                                               2

Condensed Consolidated Statements of Loss and Comprehensive Loss for
the three and nine months ended July 31, 2003 and 2002                         4

Condensed Consolidated Statements of Cash Flows for the nine months ended
July 31, 2003 and 2002                                                         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                                                                    12

Certifications                                                                13

<PAGE>

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

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JULY 31, 2003 AND OCTOBER 31, 2002
--------------------------------------------------------------------------------

ASSETS                                               July 31,        October 31,
                                                       2003             2002
CURRENT ASSETS:
  Cash and cash equivalents                        $     25,694    $    611,520
  Restricted cash                                       215,484         284,966
  Investments                                           117,072         159,042
  Accounts receivable                                   287,703         182,300
  Prepaid expenses and other assets                      11,197          10,429
  Deferred direct costs                               3,819,798       4,206,456
  Income taxes receivable                                83,004         436,778
  Deferred income tax asset                             190,464         283,271
                                                   ------------    ------------

           Total current assets                       4,750,416       6,174,762
                                                   ------------    ------------
PROPERTY AND EQUIPMENT:
  Computer equipment                                    295,730         285,894
  Office equipment and furniture                        140,259         140,259
  Vehicle                                                15,000          16,400
  Leasehold improvements                                 80,182          80,182
                                                   ------------    ------------

           Total property and equipment                 531,171         522,735
  Accumulated depreciation and amortization            (420,415)       (368,065)
                                                   ------------    ------------

           Property and equipment - net                 110,756         154,670

Deferred direct costs                                 4,790,389       4,599,368
Deferred income tax asset                               234,333         284,175
                                                   ------------    ------------

TOTAL ASSETS                                       $  9,885,894    $ 11,212,975
                                                   ============    ============

See notes to condensed consolidated financial statements.

                                       2
<PAGE>

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

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JULY 31, 2003 AND OCTOBER 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT                           July 31,        October 31,
                                                                  2003              2002
<S>                                                           <C>             <C>
CURRENT LIABILITIES:
  Net premiums payable to insurance companies                 $    767,199    $    793,389
  Accounts payable and accrued expenses                            621,714         632,519
  Note payable - officer                                            86,549         106,548
  Capital lease obligation - current portion                         4,089           8,222
  Deferred revenues                                              4,369,862       4,783,991
                                                              ------------    ------------

           Total current liabilities                             5,849,413       6,324,669

Capital lease obligations and other liabilities - long term          1,558          49,572
Deferred rent                                                        9,185          31,064
Deferred revenues                                                5,472,688       5,338,994
                                                              ------------    ------------

           Total liabilities                                    11,332,844      11,744,299
                                                              ------------    ------------
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; 2,011,787 (2003 and 2002) shares issued;
    1,980,187 (2003 and 2002) shares outstanding                     2,012           2,012
  Additional paid-in-capital                                       200,851         200,851
  Accumulated other comprehensive loss                              (4,133)         (5,418)
  Accumulated deficit                                           (1,590,180)       (673,269)
  Less: 31,600 shares of common stock in treasury, at cost         (55,500)        (55,500)
                                                              ------------    ------------

        Total stockholders' deficit                             (1,446,950)       (531,324)
                                                              ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $  9,885,894    $ 11,212,975
                                                              ============    ============
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

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

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND
  COMPREHENSIVE  LOSS (UNAUDITED)
THREE AND NINE MONTHS ENDED JULY 31, 2003 AND 2002
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                          Three Months Ended July 31,     Nine Months Ended July 31,
                                                                               2003          2002           2003            2002
<S>                                                                        <C>            <C>            <C>            <C>
REVENUES:
  Vehicle service contract gross income                                    $ 1,301,469    $ 1,240,574    $ 3,975,580    $ 4,228,647
  Net mechanical breakdown insurance income                                     31,070         40,014         83,041        154,982
  MBI administrative service revenue                                            68,118         99,688        204,306        277,195
                                                                           -----------    -----------    -----------    -----------
           Total net revenues                                                1,400,657      1,380,276      4,262,927      4,660,824
                                                                           -----------    -----------    -----------    -----------
OPERATING EXPENSES:
  Direct acquisition costs of vehicle service contracts                      1,227,856      1,170,496      3,746,169      4,028,192
  Salaries and employee benefits                                               259,026        290,524        770,916        895,550
  Mailings and postage                                                           9,094         12,879         13,424         52,134
  Rent and lease expense                                                        86,708         66,969        248,267        200,037
  Professional fees                                                             32,647         26,457         96,532         66,378
  Telephone                                                                     43,981         34,893        111,602         72,163
  Depreciation and amortization                                                 17,951         19,977         53,749         61,136
  Merchant and bank charges                                                      2,265          3,357          5,976          7,139
  Insurance                                                                      5,865          7,345         13,985         24,989
  Supplies                                                                       1,323          2,469          8,675         10,193
  License and fees                                                               3,812          5,050         15,956         16,391
  Other operating expenses                                                      34,818         87,338         87,197        135,559
                                                                           -----------    -----------    -----------    -----------
           Total operating expenses                                          1,725,346      1,727,754      5,172,448      5,569,861
                                                                           -----------    -----------    -----------    -----------
OPERATING LOSS                                                                (324,689)      (347,478)      (909,521)      (909,037)
                                                                           -----------    -----------    -----------    -----------
OTHER INCOME (EXPENSE):
  Finance and other fee income                                                   6,201          7,077         16,292         20,175
  Interest income                                                                1,955          3,127          5,899         11,302
  Interest expense                                                                (460)        (3,075)        (4,598)        (5,836)
  Other income                                                                   1,626         10,501         41,013         31,410
                                                                           -----------    -----------    -----------    -----------
           Other income - net                                                    9,322         17,630         58,606         57,051
                                                                           -----------    -----------    -----------    -----------
LOSS BEFORE INCOME TAXES                                                      (315,367)      (329,848)      (850,915)      (851,986)
INCOME TAXES                                                                    59,643       (111,105)        65,996       (272,845)
                                                                           -----------    -----------    -----------    -----------
NET LOSS                                                                   $  (375,010)   $  (218,743)   $  (916,911)   $  (579,141)
                                                                           ===========    ===========    ===========    ===========

BASIC AND DILUTED NET LOSS PER SHARE                                       $     (0.19)   $     (0.11)   $     (0.46)   $     (0.29)
                                                                           ===========    ===========    ===========    ===========

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

Net loss                                                                   $  (375,010)   $  (218,743)   $  (916,911)   $  (579,141)
Other comprehensive gain (loss) net of tax:
    Net unrealized loss (gain) on available-for-sale securities                    408         (6,656)         1,284         (6,085)
                                                                           -----------    -----------    -----------    -----------
Comprehensive loss                                                         $  (374,602)   $  (225,399)   $  (915,627)   $  (585,226)
                                                                           ===========    ===========    ===========    ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED JULY 31, 2003 AND 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          JULY 31,
                                                                    2003           2002
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $  (916,911)   $  (579,141)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                  52,350         61,136
      Gain (loss) on sale of fixed assets                             1,284        (22,501)
      Deferred income taxes                                         142,651        (10,654)
      Changes in assets and liabilities:
        Restricted cash                                              69,482        (14,825)
        Accounts receivable                                        (105,403)      (154,597)
        Prepaid expenses and other assets                              (768)        28,228
        Deferred direct costs                                       195,636     (1,724,849)
        Net premiums payable to insurance companies                 (26,190)       397,941
        Accounts payable and accrued expenses                       (10,805)       (70,972)
        Income taxes receivable                                     353,774        144,637
        Dealer Commission No Charge Back Reserve                    (49,572)
        Deferred rent                                               (21,879)        (8,394)
        Deferred revenues                                          (280,435)     1,728,178
                                                                -----------    -----------
           Net cash (used in) operating activities                 (596,786)      (225,813)
                                                                -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                                                   22,501
  Retirement of equipment                                             1,400
  Purchase of property and equipment                                 (9,836)       (16,748)
   Unrealized (gain) on available-for-sale securities                               (6,085)
  Sale of  investments                                               41,970          4,867
                                                                -----------    -----------
          Net cash provided by investing activities                  33,534          4,535
                                                                -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Drawings on line of credit                                        185,288        378,020
  Repayments of line of credit drawings                            (185,288)      (378,020)
  Proceeds (repayment) of borrowing from officer                    (19,999)        73,398
  Payments on capital lease obligation                               (2,575)        (7,918)
                                                                -----------    -----------
          Net cash provided by (used in) financing activities       (22,574)        65,480
                                                                -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                          (585,826)      (155,798)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      611,520      1,083,024
                                                                -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $    25,694    $   927,226
                                                                ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                      $     1,506    $     3,797
                                                                ===========    ===========
    Cash received from income tax refunds                       $   431,186    $   407,296
                                                                ===========    ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED JULY 31, 2003 AND 2002
--------------------------------------------------------------------------------

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. The unaudited interim
financial  statements  furnished  herein reflect all adjustments  (which include
only normal, recurring adjustments), in the opinion of management, necessary for
a fair  statement of the results for the interim  periods  presented.  Operating
results for the nine months  ended July 31,  2003 may not be  indicative  of the
results that may be expected for the year ending  October 31, 2003.  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, 2002.

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 nine months  ended July 31, 2003
and 2002, the average  number of  outstanding  shares for basic and dilutive net
loss per share is 1,980,187.

3. OTHER COMPREHENSIVE GAIN (LOSS)

Other  comprehensive  gain (loss) resulted from unrealized  gains of $408 in the
three  months ended July 31, 2003 and  unrealized  losses of $6,656 in the three
months ended July 31, 2002 on  available-for-sale  investments.  The nine months
included $1,284 of unrealized gains in the period ended July 31, 2003 and $6,085
of  unrealized  losses in the period  ended July 31, 2002 on  available-for-sale
investments.

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

Provision  for income  taxes and related  income tax  receivable  in the periods
ended July 31,  2003 and 2002  reflect  the  Company's  intent to carry back the
current year losses to recover  federal  income taxes paid in previous  years to
the extent that such prior  period tax  payments  are  available  for loss carry
back.  Similar  provisions for recoverable state income taxes were not provided,
as Arizona law does not allow for loss carry back.  The Company has received tax
refunds  totaling  $431,186  during  fiscal  2003 from the  carry  back of these
losses.

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.  The Company has provided a Valuation  Allowance of $34,200
for the value of deferred tax assets that may not be realized.

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 $81,640 and $63,432 for the three

                                       6
<PAGE>

months  ended July 31,  2003 and 2002 and  $234,083  and  $188,193  for the nine
months ended July 31, 2003 and 2002, respectively.  The current lease expires on
December 31, 2003.

In February 2002, Gaylen  Brotherson,  the Chief Executive  Officer,  loaned the
Company  $73,398  and in  October  2002  loaned an  additional  $30,000.  During
February 2003,  the Company  repaid $22,067 of those loans.  The loans mature on
the  anniversary  date of the separate  notes and the bear interest at a rate of
6%.

7. TREASURY STOCK

As of July 31, 2003 and 2002,  the Company  holds  31,600  shares of it's common
stock in the Treasury. These shares were purchased for the purpose of retirement
and bonuses to employees. Management is exploring additional uses of the stock.

8. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and lawsuits that arise in the ordinary  course
of  business,   consisting  principally  of  alleged  errors  and  omissions  in
connection with the sale of insurance and personnel matters and of disputes over
outstanding accounts. The Company 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 has  available a $200,000  working  capital line of credit which was
renewed on April 30, 2003 and expires on August 31, 2003.  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 was
borrowings of $172,925 outstanding at July 31, 2003.

9. NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148,  "Accounting for Stock-Based  Compensation - Transition and Disclosure"
(SFAS  148").  SFAS 148  amends  the  transition  provisions  of FASB  No.  123,
"Accounting  for  Stock-Based  Compensation"  ("SFAS  123"),  for entities  that
voluntarily  change to the fair  value  method  of  accounting  for  stock-based
compensation.  SFAS 148 also  amends the  disclosure  provisions  of SFAS 123 to
require  prominent  disclosure  about the effects on  reported  net income of an
entity's  accounting  policy  decision  with  respect  to  stock-based  employee
compensation and amends APB Opinion No. 28, "Interim Financial  Reporting" ("APB
28") to require disclosure about such effects in interim financial  information.
The  amendments  to APB 28 for  interim  disclosure  of pro  forma  results  are
effective for interim periods  beginning after December 15, 2002,  which for the
Company  is  the  three  months  ended  April  30,  2003.  The  adoption  had no
significant impact on the Company's financial position or results of operations.

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

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
apportions   the   commissions   received  in  a  manner  that  it  believes  is
proportionate to the values of the services  provided.  The revenues relating to
policy sales are recorded in income when the policy  information is received and
approved by the Company. The revenues related to providing administrative claims
services are deferred and recognized in income on a straight-line basis over the
actual life of the policy.

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

                                       8
<PAGE>

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.

Provision for recoverable  income taxes and related income tax receivable in the
period  ended July 31,  2003 and the year ended  October  31,  2002  reflect the
Company's intent to carry back the current year losses to recover federal income
taxes paid in previous years. Arizona law does not provide for the carry back of
losses and therefore provisions for recoverable state income taxes have not been
provided.  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 JULY 31, 2003 AND 2002

NET REVENUES

Net revenues for the fiscal  quarter ended July 31, 2003 totaled  $1,401,000,  a
slight  increase of $20,000 over the  comparable  quarter in 2002. The variation
occurred  because of the effects of changes in the number of policies  sold,  in
the amounts of revenue  deferred  and of increases in the prices of the products
sold  during  the  periods.  The  negative  effect  of the  volume  decline  was
substantially offset by the deferral and pricing effects.

OPERATING EXPENSES

Operating  costs decreased to $1,725,000 in the quarter ended July 31, 2003 down
$3,000 from the  $1,728,000  expended in the quarter  ended July 31,  2002.  The
decrease is the result of a  continuation  of the  Company's  actions to curtail
expenses wherever possible. The Company did experience some cost increases as it
continued  its  investment  in  web-based  programming  and the  leasing of file
servers aimed at increasing  Internet sales.  Professional fees increased in the
period as the  Company  continued  its  defense  against  one of its  associated
insurance companies.

OTHER INCOME (EXPENSE)

Total other income declined in the quarter ended July 31, 2003 by  approximately
$8,000 under the comparable 2002 quarter. The 2002 quarter included the proceeds
from the sale of a mailing  inserter that was excess to the Company's  needs. No
similar event occurred in the 2003 quarter.

INCOME TAXES

The  provision  for income  taxes in the  quarter  ended July 31,  2003 does not
reflect  benefit from the carry back the current year losses to recover  federal
income taxes paid in prior years as no further prior period tax payments  remain
available for recovery.  The tax charges arise from the continued  establishment
of a Valuation  Allowance  that  recognizes  that the current year net operating
losses may not be fully recoverable.

COMPARISON OF THE NINE MONTHS ENDED JULY 31, 2003 AND 2002

NET REVENUES

The downward trend in revenues that has been noted in prior periods continued in
the nine months ended July 31, 2003 with net  revenues  down  $398,000  from the
comparable  nine  months in 2002.  The number of  contracts  and  policies  sold
continues to decline due to competitive pressure from the vehicle manufacturers.
The  decline  in the  volume  of  policies  sold has been  offset,  in part,  by
decreases  in the amount of revenues  deferred  and by  increases in the pricing
received for the policies sold.

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<PAGE>

OPERATING EXPENSES

Operating  costs  decreased to $5,172,000 in the nine months ended July 31, 2003
down  $398,000  from the  $5,570,000  expended in the nine months ended July 31,
2002. The decrease is the result of staff  reductions  and expense  curtailments
instituted  to protect the Company  during this  extended  sales  downturn.  The
Company did  experience  some cost  increases as it continued its  investment in
web-based  programming  and the  leasing  of file  servers  aimed at  increasing
Internet sales.

OTHER INCOME (EXPENSE)

Other income (expense) remained  essentially  unchanged in the nine months ended
July 31,  2003  compared  to the prior  year.  The nine  months  of Fiscal  2003
included the receipt of the 2% fee that was  negotiated as a part of the service
termination  agreement with two insurance companies in July 2002. The comparable
2002  period  included  the  receipt  of the  proceeds  from the sale of surplus
equipment  and  the  reimbursement  of  certain  web  development  costs  by  an
associated insurance company.

INCOME TAXES

Provision  for income  taxes and related  income tax  receivable  in the periods
ended July 31,  2003 and 2002  reflect  the  Company's  intent to carry back the
current year losses to recover  federal  income taxes paid in previous  years to
the extent that such prior  period tax  payments  are  available  for loss carry
back.  Similar  provisions for recoverable state income taxes were not provided,
as Arizona law does not allow for loss carry back.  The Company has received tax
refunds  totaling  $431,186 in Fiscal 2003 from the carry back of net  operating
losses.

LIQUIDITY AND CAPITAL RESOURCES

COMPARISON OF JULY 31, 2003 AND OCTOBER 31, 2002

Working  capital at July 31, 2003  consisted of current assets of $4,750,000 and
current liabilities of $5,849,000, or a current ratio of 0.81: 1. At October 31,
2002 the working capital ratio was 0.98: 1 with current assets of $6,175,000 and
current  liabilities of $6,325,000.  The decline occurred  primarily because the
Company has received  substantially  all of the prior period  income tax refunds
and has less to recover in the current period.

Deferred  Revenues  decreased  $280,000  and  Deferred  Direct  Costs  decreased
$196,000  from  balances  at October  31,  2002.  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 policy sales which
the Company has experienced  over the last several  quarters.  The effect of the
decline was  partially  mitigated by increased  policy  prices and lower revenue
deferrals.

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.  However, the Company does
have  outstanding  balances  on its line of  credit.  A  significant  change  in
interest rates could have a material  adverse effect on the Company's  operating
results.

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<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

In the  quarter  and  nine  months  ended  July  31,  2003,  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  binding  arbitration.  The
arbitration is scheduled for the Fall of 2003.  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

None

Item 3 Defaults upon Senior Securities

None

Item 4 Submissions of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6 Exhibits and Reports on form 8-K

       (a) Exhibit Index

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

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

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

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

       (b) Reports on Form 8-K

           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: September 10, 2003                   By: /s/ Gaylen Brotherson
-------------------------                   ------------------------------------
                                            Gaylen Brotherson
                                            Chairman of the Board and
                                            Chief Executive Officer


Dated: September 10, 2003                   By: /s/ Dennis M. O'Connor
-------------------------                   ------------------------------------
                                            Dennis M. O'Connor
                                            Chief Financial Officer

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