Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended July 31, 2005
		or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________ to __________

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended April 30, 2006
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________ to __________

Commission File Number: 000-28221

M.B.A. HOLDINGS, INC.

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

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

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

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

~~(Registrant’s~~Former ~~telephone~~ name, ~~number~~former address and former fiscal year, ~~including~~if ~~area~~changed ~~code)~~since last report: None

~~None~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

~~(Former~~Indicate ~~name,~~by ~~former~~check ~~address~~mark ~~and~~whether ~~former~~the ~~fiscal~~registrant ~~year~~is a large accelerated filer, ifan accelerated ~~changed~~filer, ~~since~~or ~~last~~a non-accelerated filer. See definition of “accelerated ~~report~~filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether~~o ~~the~~Accelerated ~~registrant~~filer ~~(1)~~o ~~has~~Non-accelerated ~~filed~~filer 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 oý

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

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

Number of Common Stock shares (no par value, $0.0001 stated value) outstanding at ~~August 31,~~June ~~2005~~30, 2006: ~~190~~212,~~886~~689,~~492~~ 313 shares.

Table of Contents

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

	PART I - FINANCIAL INFORMATION
		Page
Item 1.	Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of July 31, 2005 (Unaudited) and October 31, 2004	3
	Condensed Consolidated Balance Sheets as of April 30, 2006 (Unaudited) and October 31, 2005	3
	Condensed Consolidated Statements of Loss for the three and nine months ended July 31, 2005 and 2004 (Unaudited)	5
	Condensed Consolidated Statements of Loss for the three and six months ended April 30, 2006 and 2005 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit for the nine months ended July 31, 2005 (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Deficit as of April 30, 2006 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2005 and 2004 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2006 and 2005 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1412
Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	1816
Item 4.	Controls and Procedures	1916
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1917
Item 2.	Changes in Securities and Use of Proceeds	19
Item 1A.	Risk Factors	17
Item 3.	Defaults Upon Senior Securities	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 4.	Submissions of Matters to a Vote of Security Holders	19
Item 3.	Defaults Upon Senior Securities	18
Item 5.	Other Information	19
Item 4.	Submissions of Matters to a Vote of Security Holders	18
Item 6.	Exhibits and Reports on Form 8-K	20
Item 5.	Other Information	18
Signatures		21
Item 6.	Exhibits	18
Signatures		19

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		$	782,848
Restricted cash		79,581			18,578
Accounts receivable		672,319			377,739
Prepaid expenses and other assets		7,105			1,706
Inventory		5,677			–
Deferred direct costs		2,656,068			3,096,094
Total current assets		3,629,041			4,276,965
PROPERTY AND EQUIPMENT:
Computer equipment		532,523			330,605
Office equipment and furniture		221,883			140,259
Vehicles and shop equipment		767,237			15,000
Leasehold improvements		87,072			80,182
Total property and equipment		1,608,715			566,046
Accumulated depreciation and amortization		(501,912	)		(456,650	)
Property and equipment - net		1,106,803			109,396
OTHER ASSETS
Goodwill		828,271			–
Investment in unconsolidated affiliates		65,401			–
Deferred direct costs		3,290,845			4,263,901
Total Other Assets		4,184,517			4,263,901
TOTAL ASSETS	$	8,920,361		$	8,650,262
See notes to condensed consolidated financial statements.

PART I - FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

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

CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 30, 2006 AND OCTOBER 31, 2005

ASSETS	April 30,			October 31,
	2006			2005
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	172,696		$	545,184
Restricted cash		118,911			25,653
Accounts receivable		269,220			284,502
Prepaid expenses and other assets		22,510			31,481
Deferred direct costs		2,287,492			2,496,606
Total current assets		2,870,829			3,383,426

PROPERTY AND EQUIPMENT:
Computer equipment		348,971			332,523
Office equipment and furniture		207,083			208,523
Vehicles		392,157			410,318
Leasehold improvements		80,181			80,182
Total property and equipment		1,028,392			1,031,546
Accumulated depreciation and amortization		(535,151	)		(498,274	)
Property and equipment - net		493,241			533,272

OTHER ASSETS
Deposits		8,475			—
Deferred direct costs		2,422,228			2,925,256
		2,430,703			2,925,256

TOTAL ASSETS	$	5,794,773		$	6,841,954


See notes to condensed consolidated financial statements.

Table of Contents

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
JULY 31, 2005 AND OCTOBER 31, 2004
APRIL 30, 2006 AND OCTOBER 31, 2005
LIABILITIES AND STOCKHOLDERS’ DEFICIT	~~July~~April 3130,			October 31,
	2005			2004
	2006			2005
	(Unaudited)
CURRENT LIABILITIES:
Net premiums payable to insurance companies	$	~~569~~353,~~904~~165		$	~~330~~349,~~651~~000
Notes payable - current		655,689			–
Notes payable - short term		404,118			458,695
Insurance deposits from members		16,368			–
Notes payable - officer		392,525			147,500
Accounts payable and accrued expenses		~~475~~770,~~717~~615			~~656~~721,~~927~~884
Accounts payable to related party		237,631			416,566
Accounts payable - officer		300,065			175,006
Capital lease obligation - current		10,061			7,059
Capital lease obligations		10,453			9,828
Deferred revenues		32,~~103~~614,~~081~~235			32,~~606~~871,~~028~~093
Total current liabilities		54,~~068~~845,~~451~~176			54,~~017~~733,~~231~~006
Notes payable - long term		617,656			–
Capital lease obligations - net of current portion		19,838			14,067
Capital lease obligations - long term		15,707			3,116
Notes payable less current portion		411,915			477,624
Deferred income tax liability		12,802			12,802
Deferred revenues		32,~~843~~770,~~085~~190			43,~~895~~356,~~256~~602
Total liabilities		98,~~557~~059,~~701~~921			98,~~928~~594,~~405~~101
COMMITMENTS AND CONTINGENCIES		—			—
Minority interest in consolidated subsidiary		—			—
STOCKHOLDERS’ 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			200
Preferred stock, no par value; $.0001 stated value 100,000,000 shares
Common 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			12,045
authorized in 2006 and 2005; 2,000,000 Class B non-convertible
Additional paid-in-capital		4,875,267			2,433,286
preferred issued and outstanding in 2006 and 2005		200			200
Accumulated deficit		(5,476,427	)		(3,668,184	)
Common stock, no par value, $.0001 stated value, 350,000,000 shares
Less: 316,000 (post split) shares in 2005 and 2004 of common stock in treasury, at cost		(55,500	)		(55,500	)
authorized (post split), 213,005,313 shares issued (post split) in 2006 and
Total stockholders’ deficit		(637,340	)		(1,278,153	)
209,871,980 (post split) in 2005, 212,689,313 shares (post split)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	8,920,361		$	8,650,252
outstanding in 2006 and 209,555,980 (post split) in 2005		21,300			20,987
Additional paid-in capital		9,917,787			9,805,836
Accumulated deficit		(12,148,935	)		(11,523,670	)
Less: 316,000 (post split) shares in 2006 and 2005 of
common stock in treasury, at cost		(55,500	)		(55,500	)
Total stockholders’ deficit		(2,265,148	)		(1,752,147	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,794,773		$	6,841,954
See notes to condensed consolidated financial statements.

Table of Contents

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED)
COMPREHENSIVE LOSS (UNAUDITED)
THREE AND SIX MONTHS ENDED APRIL 30, 2006 AND 2005
THREE AND NINE MONTHS ENDED JULY 31, 2005 AND 2004
	Three Months Ended April 30,						Six Months Ended April 30,
	Three Months Ended July 31,						Nine Months Ended July 31,
	2006			2005			2006			2005
	2005			2004			2005			2004
REVENUES:
Vehicle service contract gross income	$	1563,~~212,202~~912		$	1933,~~219,052~~175		$	31,~~104~~205,~~164~~683		$	31,~~683~~891,~~847~~962
Net mechanical breakdown insurance income		30,613			5,919			52,344			61,077
Net mechanical breakdown insurance income (cancellations)		96,048			18,392			95,943			21,731
Motorcycle rental and related income		159,677			–			159,677			–
Brokerage, association and administrative service revenue		27,835			38,681			45,413			106,321
Brokerage, association and administrative service revenue		126,155			78,400			232,476			218,108
Motorcycle rental and related revenues		185,355			—			301,901			—
Total net revenues		1,528,647			1,303,371			3,548,661			3,963,032
Licensing and association fees		40,749			—			103,671			—
Total net revenues		913,899			990,248			1,752,611			2,020,014
OPERATING EXPENSES:
Direct acquisition costs of vehicle service contracts		1608,~~184,071~~886			1897,~~113,281~~126			21,~~938~~167,~~592~~084			31,~~420~~754,~~149~~521
Costs of motorcycle rentals and insurance premium expense		79,886			–			79,886			–
Costs of motorcycle and insurance premium expense		861			—			27,725			—
Salaries and employee benefits		~~419~~235,~~273~~638			~~358~~157,~~416~~204			~~883~~397,~~135~~347			~~784~~463,~~415~~862
Mailings and postage		143,106			210,~~733~~133			367,~~835~~231			422,~~015~~729
Rent and lease expense		8476,~~151~~111			7377,~~602~~134			~~236~~188,~~603~~844			~~226~~152,~~764~~452
Professional fees		~~316~~139,~~711~~525			17307,~~019~~355			~~707~~262,~~994~~289			89391,~~554~~283
Telephone		1413,~~126~~726			109,~~137~~795			426,~~153~~133			51(9,~~539~~973	)
Depreciation and amortization		6218,~~952~~438			6,~~529~~313			7536,~~645~~876			2412,~~686~~693
Merchant and bank charges		910,~~622~~879			3,~~592~~185			1921,~~665~~450			810,~~970~~043
Insurance		225,~~240~~967			1,~~840~~494			740,~~730~~600			115,~~128~~490
Supplies		816,~~573~~337			12,~~181~~924			1422,~~945~~748			36,~~321~~372
License and fees		14,~~323~~732			42,~~883~~384			510,~~224~~084			123,~~659~~901
Other operating expenses		~~127~~76,~~449~~326			2176,~~009~~061			~~262~~149,~~367~~816			56134,~~023~~918
Total operating expenses		21,~~324~~230,~~483~~532			1,~~614~~551,~~222~~107			52,~~272~~358,~~774~~227			42,~~693~~948,~~223~~291
Equity in net loss of Blue Sky Motorcycle Rentals, Inc.		–—			–(20,327	)		~~(40,076~~—	)		–(40,076	)
OPERATING LOSS		(~~795~~316,~~836~~633	)		(~~310~~581,~~851~~186	)		(1605,~~764,189~~616	)		(~~730~~968,~~191~~353	)
OTHER INCOME (EXPENSE):
Finance and other fee income		~~239~~3,346			01,822			45,~~164~~335			363,~~475~~925
Interest income		54320			~~223~~78			~~280~~431			~~4,176~~244
Interest expense and fees		(111,~~018~~446	)		(65,~~678~~109	)		(1217,~~561~~232	)		(3411,~~974~~543	)
Other income (expense)		(15,296	)		(942	)		(35,937	)		–
Other income		(8,195	)		(31,778	)		(8,183	)		(20,639	)
Other income (expense) - net		(1615,~~021~~975	)		(734,~~397~~987	)		(4419,~~054~~649	)		5(28,~~677~~013	)
LOSS BEFORE INCOME TAXES		(~~811~~332,~~857~~608	)		(~~318~~616,~~248~~173	)		(1625,~~808,243~~265	)		(~~724~~996,~~514~~366	)
INCOME TAXES		–—			–—			–—			~~11,817~~—
NET LOSS	$	(~~811~~332,~~857~~608	)	$	(~~318~~616,~~248~~173	)	$	(1625,~~808,243~~265	)	$	(~~736~~996,~~331~~366	)
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.0100	)	$	(0.01	)	$	(0.0100	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (Post Split)		188,574,389			50,880,713			151,282,437			31,162,943
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Net loss	$	(811,857	)	$	(318,248	)	$	(1,808,243	)	$	(736,331	)
OUTSTANDING - BASIC AND DILUTED (Post Split)		212,261,822			139,872,778			211,973,585			133,123,570
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.

Table of Contents

M.B.A. HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited)
YEAR ENDED OCTOBER 31, 2004 AND NINE MONTHS ENDED JULY 31, 2005 (UNAUDITED)
YEAR ENDED OCTOBER 31, 2005 AND SIX MONTHS ENDED APRIL 30, 2006
														Accumulated									Total
																				Total
											Additional			~~Other~~Retained						Stockholders’			~~Stockholders’~~
	Preferred Stock						Common Stock				Paid-In			~~Comprehensive~~Earnings			~~Accumulated~~Treasury			~~Treasury~~(Deficit)			~~Equity~~
	Shares			Amount			Shares		Amount		~~In-~~Capital			~~Income~~(Deficit)			~~Deficit~~Stock			~~Stock~~Equity			~~(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	)
BALANCE NOVEMBER 1, 2004		2,000,000		$	200			121,268,264	$	12,126	$	2,433,205		$	(3,668,184	)	$	(55,500	)	$	(1,278,153	)
Issuance of common shares:																								–
Issuance of common shares and exercise of stock options								42,603,716		4,261		2,777,231									2,781,492
Exercise of stock options by employees								13,450,000		1,345		1,141,341												1,142,686
Conversion of preferred to common shares		(460,000	)		(46	)		46,000,000		4,600		4,595,400									4,599,954
Exercise of stock options by consultants								9,277,000		928		797,720												798,648
Retirement of Class A preferred shares		(1,540,000	)		(154	)															(154	)
Stock issued in acquisitions and other								2,025,000		202		190,338												190,540
Issuance of preferred shares		2,000,000			200																200
Conversion and retirement of Class A preferred shares		(2,000,000	)		(200	)		46,000,000		4,600		(4,600	)											–
Net loss		—			—			—		—		—			(7,855,486	)		—			(7,855,486	)
Issuance of Class B preferred shares		2,000,000			200							317,182												317,382
BALANCE OCTOBER 31, 2005		2,000,000			200			209,871,980		20,987		9,805,836			(11,523,670	)		(55,500	)		(1,752,147	)
Net loss		–			–			–		–		–			–			(1,808,243	)		–			(1,808,243	)
Issuance of common shares and exercise of stock options (Unaudited)								3,133,333		313		111,951									112,264
BALANCE JULY 31, 2005		2,000,000		$	200			191,202,492	$	19,120	$	4,875,267			–		$	(5,476,427	)	$	(55,500	)	$	(637,340	)
Net loss (Unaudited)		—			—			—		—		—			(625,265	)		—			(625,265	)
See notes to consolidated financial statements
BALANCE APRIL 30, 2006 (Unaudited)		2,000,000		$	200			213,005,313	$	21,300	$	9,917,787		$	(12,148,935	)	$	(55,500	)	$	(2,265,148	)
See notes to condensed consolidated financial statements.

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
SIX MONTHS ENDED APRIL 30, 2006 AND 2005
	July 31,
	April 30,
	2005			2004
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1625,~~808,243~~265	)	$	(~~736~~996,~~331~~366	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash
Depreciation and amortization		75,645			24,686
used in operating activities:
Related party rent expense paid in excess of accrual (accrued but not paid)		11,729			(52,616	)
Depreciation and amortization		36,877			12,693
Equity in net loss of Blue Sky Motorcycle Rentals, Inc.		40,076			–
Issuance of stock for services		44,634			317,382
Issuance of preferred stock in return for related party rent		214,129			200,000
Write-off of Book Value of Vehicle Sold		8,789			—
Stock based compensation		213,000			102,000
Equity in net loss of Blue Sky Motorcycle Rentals, Inc.		—			(40,076	)
Changes in assets and liabilities:
Restricted cash		(61,003	)		267,558
Accounts receivable		15,282			(171,889	)
Accounts receivable		(294,580	)		(93,631	)
Prepaid expenses and other assets		8,970			(4,477	)
Inventory		(5,677	)		–
Deferred consulting expense		—			(11,814	)
Prepaid expenses and other assets		(5,399	)		2,994
Deferred direct costs		712,143			714,202
Deferred direct costs		1,413,082			285,604
Net premiums payable to insurance companies		4,165			(65,481	)
Net premiums payable to insurance companies		239,253			(259,919	)
Accounts payable - officer		135,059			—
Insurance deposits from members		16,368			–
Accounts payable and accrued expenses		48,731			(110,463	)
Accounts payable and accrued expenses		(77,957	)		(57,565	)
Deposits		(8,475	)		—
Deferred rent		–			(4,809	)
Deferred revenues		(843,270	)		(769,809	)
Deferred income taxes		–			11,844
Net cash (used in) operating activities		(462,360	)		(1,126,098	)
Deferred 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			–
Investment in Blue Sky Motorcycle Rentals, Inc.		—			(350,000	)
Purchase of property and equipment		(1,042,669	)		(11,716	)
Payments from Restricted cash		(93,258	)		(5,508	)
Sale of investments		–			117,085
Purchase of Computer Equipment		(15,008	)		—
Net cash provided by (used in) investing activities		(733,455	)		105,369
Purchase of Vehicles and Equipment		(2,627	)		—
Proceeds of Sale of Vehicle and Equipment		12,000			—
Net cash provided by investing activities		(98,893	)		(355,508	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (repayment) of borrowing from affiliated entity		(31,435	)		(196,897	)
Proceeds (repayment) of borrowing from officers and affiliates		235,025			(16,667	)
Payment of borrowing from related party		(159,229	)		–
Issuance of common stock		67,630			1,101,260
Issuance of common stock		1,918,674			919,796
Payments of notes payable		(120,286	)		—
Additions to (payments on) capital lease obligation		15,593			(4,414	)
Payments on capital lease obligation		6,396			(3,387	)
Net cash provided by (used in) financing activities		1188,~~743,603~~765			~~718~~1,~~485~~081,206
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(574,557	)		276,451
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(372,488	)		(400,400	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		~~782~~545,~~848~~184			~~448~~782,~~240~~848
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~208~~172,~~291~~696		$	~~724~~340,~~691~~584
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	15,~~779~~786		$	71,~~310~~442
Non Cash Investing and Financing Activities
Stock issued to employees and consultants for services	$	44,634		$	121,541
See notes to condensed consolidated financial statements.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THREE MONTHS ENDED APRIL 30, 2006 AND 2005

1.	BASIS OF PRESENTATION

In accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, not all of the information and notes required by generally accepted accounting principles for complete financial statements are included. Accounting principles assume the continuation of the Company as a going concern. The Company’s auditors, in their opinion on the financial statements for the year ended October 31, ~~2004~~2005, expressed concern about this uncertainty. The accompanying condensed consolidated financial statements do not include any adjustment that might arise from the outcome of this assumption. The unaudited interim condensed consolidated financial statements furnished herein reflect all adjustments (which include only normal, recurring adjustments) ~~that~~which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Operating results for the three and ~~nine~~six months ended ~~July 31~~April 30, ~~2005~~2006 may not be indicative of the results of operations that may be expected for the year ending October 31, ~~2005~~ 2006. For further information, please refer to the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended October 31, ~~2004~~2005.

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 and the 1 for 200 stock dividend are reflected retroactively for all periods presented. At April 30, 2006, the Company had 6,150,010 stock options outstanding that have been excluded from the diluted loss per share calculation because inclusion of such would be anti-dilutive.

3. ~~OTHER~~LIQUIDITY ~~COMPREHENSIVE~~AND ~~GAIN~~GOING ~~(LOSS)~~CONCERN

InThe ~~March~~Company has incurred losses in prior years and in both quarters of 2006 and ~~2004~~expects such losses to continue through 2006. In fiscal 2005 and earlier periods, the Company ~~completed~~has used funds obtained from the ~~liquidation~~exercise of stock options by its ~~available-for-sale~~employees to supplement funds provided by operations. In the current ~~investments~~fiscal quarter a related party has advanced funds on demand notes and through the deferral of rent payments (See Note 4) in order to overcome working capital deficiencies. ~~Accordingly~~The Company has granted the related party, ~~there~~Cactus ~~were~~Family Investments, LLC, a security interest in all of its unencumbered assets. There is no ~~unrealized~~assurance ~~gains~~that ~~reported~~additional advances will be made if additional working capital is required. The Company’s auditors have expressed a doubt about the Company’s ability to continue as a going concern in their opinion. Based upon the foregoing, the accompanying condensed consolidated financial statements ~~current~~have orbeen ~~comparative~~prepared ~~periods~~assuming the Company will continue as a going concern. The Company is attempting to reverse this downward trend of its motorcycle rental operations, with increased marketing contacts with other Internet vendors and further expansion into the motorcycle market through its subsidiaries, National Motorcycle Dealers Association, LLC., Rent 2 Ride Nationwide, LLC., Blue Sky Motorcycle Rentals, Inc. and the Street Eagle licensed dealerships.

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.

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~~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~~4. ~~iDigital~~RELATED isPARTY 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. TRANSACTIONS

The Company ~~also~~leases ~~purchased~~its ~~all~~office ofspace ~~the~~from ~~assets~~Cactus ofFamily ~~Street Eagle~~Investments, ~~Inc.,~~LLC ~~Rent2Ride~~on a ~~Nationwide,~~month-to-month ~~Inc~~basis. ~~and~~The ~~Rent2Ride~~managing ~~Arizona,~~member ~~Inc.~~of ~~(the~~Cactus ~~“Street~~Family ~~Eagle~~Investments, ~~Companies”) on~~LLC ~~May~~is Gaylen 12Brotherson, ~~2005~~the ~~for~~Chief ~~$20,000~~Executive inOfficer. ~~cash~~Rent ~~and~~expense ~~Company~~for ~~notes~~this inoffice space ~~the~~was ~~amount of~~ $~~180~~46,~~000 payable~~350 ~~over~~for the ~~next~~three ~~twelve~~ months. ~~The~~ending ~~Street~~April ~~Eagle Companies are the owners of motorcycle rental software~~30, ~~web~~2006 ~~sites,~~and ~~registered domain names~~$72,376 ~~trademarks~~for ~~and other software items. In addition,~~ the ~~Street Eagle Companies~~ ~~have~~three ~~substantially~~months ~~developed~~ended ~~the~~January ~~documentation~~31, as2006 aand ~~franchisor of its motorcycle rental concept~~2005. The ~~Company~~current ~~expects~~lease toexpires ~~integrate this software with its~~on ~~motorcycle~~January ~~rental~~31, ~~operations and to market it to others through NMDA~~2008.

OnFrom ~~July~~time ~~10,~~to ~~2005~~time, ~~the~~Gaylen ~~Company~~Brotherson, ~~purchased all of~~ the ~~assets~~Chief ofExecutive ~~Liberty Motorcycle Rentals~~Officer, ~~LLC.~~ ~~The~~directly ~~purchase~~and ~~price included $20,000 in cash, 500,000 shares of the~~through ~~Company’s~~an affiliated ~~common stock~~company, ~~the~~has ~~assumption~~loaned by the Company offunds ~~$54,820~~to ofenable ~~indebtedness~~it to meet its ~~relating~~operating toexpenses. ~~motorcycle~~The ~~assets~~loans ~~and~~are evidenced by a note inthat ~~the~~matures ~~amount~~on ~~of 105,180 bearing~~demand and bears interest at ~~the~~a rate of 76%. ~~after~~As ~~the~~security ~~first~~for ~~year~~the ~~and~~loan, ~~payable~~the ~~solely~~Company ~~from a~~has ~~percentage~~granted of the ~~gross~~affiliated ~~revenues~~company, ~~derived~~Cactus ~~from~~Family ~~the~~Investments, ~~rental~~LLC, ofa ~~the motorcycles~~security ~~that were~~interest ~~acquired.~~in all of its unencumbered assets.

~~In addition, the Company purchased all of the assets and common stock of Escape Eagles, Inc~~5. ~~(“Escape~~EMPLOYEE ~~Eagles”)~~STOCK onOPTION 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.PLAN

~~The~~On ~~results~~ April 7, of2004, ~~operations~~the ofCompany adopted the ~~acquired~~M.B.A. ~~entities are~~Holdings, ~~included~~Inc. inEmployee Stock Incentive Plan for the Year 2004 and on July 7, 2004, the M.B.A. Holdings. Inc. Employee ~~results~~ Stock Incentive Plan for the Year 2004 -B. These plans have the purpose of advancing ~~operations~~the business and development of the ~~combined~~Company ~~entities~~and ~~from~~its shareholders by affording employees of the ~~acquisition~~Company ~~dates~~the ~~specified above~~opportunity ~~except~~to ~~for~~acquire ~~iDigital,~~an ~~LLC~~equity interest in ~~that~~the ~~had~~Company. noUnder ~~operations~~the ~~during~~terms of the ~~reporting~~plans, employees are granted options ~~period~~ to purchase Company stock at specified prices. ~~Its~~The ~~results~~plan ~~will~~is beadministered ~~included~~by the Compensation inCommittee ~~future~~of ~~reported~~the ~~results~~Board of ~~operations~~Directors and is authorized to grant ~~from~~ options for up to 128,000,000 shares of the ~~date~~common stock of ~~inception~~the Company. As of April ~~operations~~30, ~~that~~2006, ~~are~~the ~~estimated~~Company tohas ~~commence~~granted inoptions for a total of 118,275,000 ~~August~~ shares ~~2005~~to selected employees. ~~The~~ ~~Company~~There ~~will~~were ~~include~~no ~~segment~~options ~~reporting~~granted during the current quarter and no compensation expense was recorded in the ~~future~~three months ended as April it 30, ~~becomes~~2006. ~~material~~As of April 30, 2006, there were 2,500,000 options outstanding under this plan.

~~The~~On ~~following~~that same ~~unaudited~~date, ~~pro~~the ~~forma~~Company ~~consolidated~~also ~~statement~~adopted ofthe ~~loss of~~ 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 ~~Subsidiaries~~Consultants ~~(“MBA”)~~Retainer ~~adjusts~~Stock Plan for 2004-B. The Company seeks to motivate, retain and attract highly competent directors and consultants to advance the ~~historical~~business ~~financial~~and ~~statements~~development of ~~MBA~~the Company and ~~for~~its shareholders by affording directors and consultants the ~~acquisition~~opportunity ofto acquire an ~~Blue~~equity ~~Sky~~interest ~~Motorcycle~~in ~~Rentals,~~the ~~Inc~~Company., ~~Street~~Under ~~Eagle~~the terms of the plan, directors ~~Inc~~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 ~~Rent2Ride~~option that ~~Nationwide~~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 ~~Inc~~shares of the common stock of the Company. As of April 30, ~~Rent2Ride~~2006, ~~Arizona~~the Company has granted options for a total of 19,987,000 ~~Inc~~shares to selected directors/consultants. ~~and~~Compensation expense ~~Liberty~~of ~~Motorcycle~~$5000 was recorded in connection with these transactions in ~~Rentals~~the quarter ended April 30, ~~LLC~~2006. As of April 30, 2006 there were 2,013,000 options outstanding under this plan.

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 report6. ~~The~~BUSINESS ~~unaudited pro forma consolidated statement of loss was prepared as if the transaction occurred as of the beginning of the respective periods.~~SEGMENTS

~~The~~During ~~unaudited~~ the ~~pro~~fiscal ~~forma~~quarter ~~statement~~ended ~~presented~~April ~~does~~30, ~~not~~2006 ~~purport~~and ~~to represent what~~ the ~~results~~ offiscal ~~operations~~year ofended ~~MBA would actually have been had the transaction~~October ~~occurred~~ 31, 2005, on the ~~dates~~Company ~~noted~~operated ~~above,~~in ortwo tobusiness ~~project~~segments: ~~the~~Extended ~~results~~Warranty Sales ~~of operations~~and ~~of MBA~~ Servicing ~~for~~and ~~any future periods~~Motorcycles. The ~~pro~~Company’s ~~forma~~reportable ~~adjustments~~segments are ~~based on available~~strategic ~~information~~ business ~~and~~units ~~certain assumptions~~ that ~~management~~offer ~~believes~~different ~~are~~products ~~reasonable~~and services. ~~The adjustments~~ ~~are~~They ~~directly attributable to the transaction and~~ are ~~expected~~managed ~~to have~~ separately abased ~~continuing impact~~ on the ~~results~~fundamental ofdifferences ~~operations~~in oftheir ~~MBA~~operations. ~~In the opinion~~ of The ~~management,~~ Motorcycle ~~all~~segment ~~adjustments~~became ~~necessary~~a toreportable ~~present~~segment ~~fairly~~during ~~the unaudited pro forma financial information have been made~~2005.

The Extended Warranty Sales and Servicing segment consists of Mechanical Breakdown Administrators, Inc. that markets and administers vehicular mechanical breakdown insurance (“MBI”) policies and sells contracts for repair services to vehicles (“VSCs”). The MBI policies and VSC contracts are for the repair of automobiles, light trucks, recreational vehicles, motorcycles, boats and certain automotive components, that are sold though Credit Unions, Auto, Recreational Vehicle, and Motorcycle Dealers, and via Direct Mail and Inbound Telemarketing with call centers in several cities, including Scottsdale, Az., Baton Rouge, La., and the Atlanta Area.

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M.B.A. Holdings, Inc. and Subsidiaries
Pro Forma Condensed Combined Statement of Loss (Unaudited)
							Pro Forma
	As Reported			Adjustments			Combined
For the Nine Months Ended July 31, 2005
Revenues	$	3,548,661		$	545,274		$	4,093,935
Net Loss		(1,808,243	)		(1,731,788	)		76,455
Basic and Diluted Net Loss Per Share Per Share	$	(0.01	)	$	(0.01	)		–
For the Year Ended October 31, 2004
Revenues	$	5,743,547		$	6,585,022		$	841,475
Net Loss		(1,209,455	)		(1,348,927	)		12,522
Basic and Diluted Net Loss Per Share Per Share	$	(0.02	)	$	(0.02	)		–

The Motorcycle segment offers motorcycles and off road vehicles for rental both through Company owned and operated locations and through licensees. The segment also provides assistance to Motorcycle Dealer Members in being professional, successful, and profitable businesses through special services, products and programs through the National Motorcycle Dealers Association.

5.Information by ~~INCOME~~industry ~~TAXES~~segment is set forth below for the quarter ended April 30, 2006 and 2005, and the year ended October 31, 2005:

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.

	April 30, 2006		April 30, 2005
Net revenues:
Extended Warranty Sales and Servicing	$	687,795	$	934,196
Motorcycles		226,104		56,052
		913,899		990,248
Loss from operations:
Extended Warranty Sales and Servicing		280,407		491,881
Motorcycles		36,226		89,305
		316,633		581,186

		April 30, 2006		October 31, 2005
Identifiable assets:
Extended Warranty Sales and Servicing		607,131		1,042,301
Motorcycles		455,487		377,791
		1,062,618		1,420,092
Deferred policy acquisition costs:
Extended Warranty Sales and Servicing		4,709,720		5,421,862
Motorcycles		None		None

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 effect7. AsCOMMITMENTS ~~the~~AND 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.CONTINGENCIES

6.The Company ~~RELATED~~is ~~PARTY~~subject ~~TRANSACTIONS~~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 ~~leases~~has ~~its~~been ~~office~~named ~~space~~as ~~from~~a ~~Cactus~~party ~~Family~~to ~~Investments,~~a ~~LLC~~lawsuit oninvolving athe plaintiff ~~month-to-month~~ and ~~basis.~~the former ~~The~~owner ~~managing member~~ of ~~Cactus~~Blue ~~Family~~Sky ~~Investments,~~Motorcycle ~~LLC is Gaylen Brotherson~~Rentals, ~~the~~Inc. ~~Chief Executive Officer~~(“BSMR”). ~~Rent~~The ~~expense for this office~~complaint ~~space~~ alleges ~~was~~that ~~$71,376~~the Company and ~~$71,895 for~~ the ~~three~~former ~~months~~owner ~~ended~~of ~~July~~BSMR ~~31,~~improperly ~~2005 and~~utilized ~~2004 and~~ certain ~~$214,129~~assets ~~and~~of ~~$219,115 for~~ the ~~nine~~plaintiff ~~months~~as ~~ended~~security ~~July~~for ~~31,~~its ~~2005~~borrowings. ~~and~~The ~~2004.~~Company ~~The~~ has ~~current~~ responded ~~lease~~to ~~expired~~the oncomplaint ~~December~~by ~~31,~~denying ~~2003~~the allegations and isintends ~~renewed~~to ~~monthly by agreement~~vigorously ~~between~~ pursue ~~the~~all ~~parties~~defenses available.

~~From~~The ~~time~~ Company has received a letter from an attorney representing the former to owner ~~time~~of BSMR that alleges wrong doing, ~~Gaylen~~including ~~Brotherson~~securities violations, on the part ~~Chief~~of the ~~Executive~~Company ~~Officer,~~and ~~directly~~contends that certain of the representations and ~~through~~warranties an made ~~affiliated~~ at ~~company,~~the ~~has~~time ~~loaned~~of the purchase of BSMR were incorrect. The Company ~~funds~~denies the allegations and contends that the former owner of BSMR misrepresented the ownership and location of BSMR’s assets and misled the Company concerning the amount of BSMR’s liabilities. The former owner has refused to ~~enable~~transfer itownership of all BSMR’s assets to ~~meet~~the Company. The Company has unilaterally terminated its ~~operating~~ consulting ~~expenses~~contract with the former owner of BSMR and believes it has no further obligations thereunder. ~~The~~At ~~loans~~the ~~are~~direction ~~evidenced~~of bythe Board of Directors of the Company, a ~~note~~subcommittee ~~that~~has ~~matures~~been onformed ~~demand~~to vigorously pursue the location and ~~bears~~ title ~~interest~~to atthe aBSMR ~~rate~~assets ofand 6%to use all defenses available to answer any formal complaint received. AsTo ~~security~~this ~~for~~end, the ~~loan,~~subcommittee has retained a legal firm to represent it in this matter and to pursue all possible claims against the former owner. ~~Company~~MBA Holdings, Inc and MBA, Inc. has filed a complaint in the Superior ~~granted~~ Court of the ~~affiliated~~State ~~company~~of Arizona, ~~Cactus~~Case ~~Family~~Number ~~Investments~~CV2006-004615, ~~LLC~~and were most recently awarded a Partial Judgment in the amount of $622,000.00, and eleven (11) Domain Names and eleven (11) Websites including www.blueskymotorcyclerentals.com. The monetary award far exceeds the amount of a ~~security~~Note Payable to the former owner ~~interest~~ on the books of MBA, Inc. in ~~all~~the amount of ~~its~~$83,000. ~~unencumbered~~At ~~assets~~the time of filing of this document, no formal summons has been received relating alleged company wrong doing, however a formal complaint has been filed against the former owner of BSMR which resulted in a formal judgment against the former owner.

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7The Company maintains a reserve for claims arising in the ordinary course of business and believes that this reserve is sufficient to cover the costs of such claims. ~~NOTES~~On ~~PAYABLE~~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.

InPursuant ~~connection~~ to ~~with~~ the ~~acquisitions~~terms ~~described~~of inemployment ~~Note~~agreements 4entered ~~above,~~into ~~the~~with ~~Company assumed responsibility for~~ the ~~repayment~~former owner of Escape ~~$463~~Eagles,~~906~~ ofInc. ~~indebtedness~~and ~~relating to~~ the ~~purchase~~ of50% ~~motorcycles~~owner ~~that~~of ~~are~~iDigital, ~~owned~~LLC, by the ~~entities~~Company ~~acquired. This~~is ~~indebtedness~~ obligated to isaward ~~repayable~~each ~~monthly~~of ~~over~~them ~~varying~~200,000 ~~terms~~common shares of upM.B.A. toHoldings, ~~seventy~~Inc. ~~two~~as ~~(72) months~~ additional ~~and~~compensation atfor ~~interest~~each ~~rates~~year ~~that~~of ~~vary~~service ~~from~~that ~~prime~~they ~~plus~~complete ~~2% to 11%~~with the Company.

~~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~~8. ~~The~~NEW ~~notes, except~~ACCOUNTING 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.PRONOUNCEMENTS

8In January 2003, the FASB issued FIN No. ~~CAPITALIZATION~~46, Consolidation of Variable Interest Entities (“FIN 46”) that is an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires a variable interest entity (“VIE”) to be consolidated by a company that is considered to be the primary beneficiary of that VIE. In December 2003, the FASB issued FIN No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46-R”) to address certain FIN 46 implementation issues. The Company has determined that FIN 46 does not require the consolidation of Cactus Family Investments, LLC, an entity owned by the majority shareholders of the Company.

In ~~March~~ December 2004, the ~~Company~~FASB ~~increased~~published ~~its~~FASB ~~authorized~~Statement ~~but~~No. ~~unissued~~123 ~~preferred~~(R), ~~stock from~~Share-Based 20 Payment,~~000,000~~ (“FAS 123 ~~shares~~(R)”) towhich ~~100,000,000~~will ~~shares,~~provide ~~changed~~investors ~~the~~and ~~preferred~~other ~~stock~~users ~~from $.001 par~~of ~~value~~financial tostatements with nomore ~~par~~complete ~~value, $.0001 stated value~~ and ~~created~~neutral afinancial ~~Class~~information Aby ~~Preferred~~requiring that ~~Stock~~ the compensation ~~consisting~~cost ofrelating ~~2,000,000~~to ~~shares~~share-based ~~that~~payment ~~are~~transactions ~~assigned~~be ~~the voting power of~~recognized ~~one~~ in ~~hundred~~ financial ~~(100)~~statements. ~~voting~~That ~~shares~~cost ~~for~~will ~~each~~be ~~Preferred~~measured ~~Stock~~based ~~share.~~on ~~Further,~~the ~~each~~fair value ~~Class~~ of the A equity ~~Preferred~~or ~~Stock~~liability ~~share~~instruments isissued. ~~convertible~~The ~~into~~Company ~~one~~is ~~hundred~~required ~~(100)~~to ~~Common Stock~~and ~~shares~~ will apply atFAS ~~the~~123 ~~option~~(R) ofat ~~the~~October ~~holder~~31, ~~thereof~~2006. ~~The Company~~ ~~subsequently~~Since ~~issued~~ the ~~2,000,000 shares of Class~~ Aoptions ~~Preferred~~that ~~Stock~~are tocurrently outstanding ~~Cactus~~are ~~Family~~exercisable ~~Investments,~~at ~~LLC,~~prices anthat ~~affiliated company (See~~are ~~Note~~at 5or above) current market values, inthe ~~exchange~~Company ~~for~~does ~~$200,000~~not ofexpect ~~rent~~that ~~and~~implementation ~~other~~will ~~debt~~have ~~due~~a tomaterial ~~that entity~~ effect on its reported results of operations.

AtIn ~~the same~~ December ~~time~~2004, the ~~Company~~FASB ~~increased~~issued ~~the~~Statement ~~number~~No. 153, Exchanges of ~~its~~Non-monetary ~~authorized common shares to 800~~Assets,~~000,000,~~ ~~changed~~an ~~the~~amendment ~~par value~~ of ~~those~~APB ~~shares~~Opinion toNo. no29, ~~par value with a~~Accounting ~~stated~~ for ~~value~~ Non-monetary ofTransactions $(“FAS 153”).~~0001~~ ~~and~~The ~~increased~~amendments ~~its~~made ~~issued Common Stock shares to 20,617,870 shares~~ by ~~means~~FAS of153 aare 10based -on ~~1 forward stock split. On November 12, 2004,~~ the ~~Company~~principle ~~declared~~that ~~a stock dividend equal to one share~~exchanges of ~~common~~ ~~stock~~non-monetary ~~for~~assets ~~each~~should ~~one~~be ~~hundred~~measured ~~shares~~based ~~owned~~on bythe ~~shareholders~~fair onvalue ~~November~~of the ~~26,~~ assets ~~2004~~ exchanged. The Company ~~issued~~has ~~1,207,622~~adopted ~~new~~FAS ~~shares~~153 in ~~payment of that stock dividend. The effect of~~ these ~~stock splits and dividends have been given retroactive effect for all periods presented~~statements.

OnIn ~~March~~ May ~~31,~~ 2005, the ~~Company~~FASB ~~honored~~issued ~~the~~FAS ~~request of Cactus Family Investments~~154, ~~LLC~~ Accounting ~~to convert~~ Changes ~~460,000~~and ~~shares~~Error ofCorrections—a ~~the~~replacement ~~Company’s~~of ~~Class~~APB AOpinion ~~Preferred~~No. ~~Stock~~20 ~~into~~and ~~46,000,000~~FASB ~~shares~~ Statement ofNo. ~~its~~3. This Statement ~~common~~requires ~~stock~~retrospective ~~and~~application to ~~donate~~prior ~~the~~periods’ ~~remaining preferred shares to~~financial ~~the Company~~ statements asof achanges ~~contribution~~in toaccounting ~~its capital. In addition~~principle, ~~the~~unless ~~Company~~it ~~created~~is impracticable a to ~~Class~~ determine Beither ~~Preferred~~the ~~Stock~~period-specific ~~consisting~~effects ofor ~~3,000,000~~the ~~shares~~cumulative ~~that~~effect ~~are assigned~~of the ~~voting~~ change. ~~power~~It ofshall ~~one~~be ~~hundred~~effective ~~(100)~~for ~~voting~~accounting ~~shares~~changes ~~for~~and ~~each~~corrections ~~Preferred Stock~~of ~~share.~~ errors ~~The~~ made ~~Class~~in Bfiscal ~~Preferred~~years ~~shares~~beginning ~~are~~after ~~not~~December ~~convertible~~15, ~~into common shares~~2005. The Company ~~subsequently issued~~will ~~the~~ adopt ~~2,000,000 shares of Class~~ this BStatement ~~Preferred~~in ~~Stock~~fiscal to2006. ~~Cactus~~The ~~Family~~Company ~~Investments,~~does ~~LLC,~~not anexpect ~~affiliated~~that implementation ~~company (See~~ will ~~Note~~have 5a ~~above),~~material ineffect ~~exchange~~on ~~for~~its ~~$317,382~~reported results of ~~rent and other debt due to that entity~~operations.

~~On April 18, 2005, the Company decreased its authorized common shares to 350,000,000 no par value shares with a stated value of $~~9.~~0001~~ ~~per share.~~RECLASSIFICATIONS

AsCertain ~~of July~~ prior ~~31,~~period ~~2005,~~amounts ~~the~~have ~~Company~~been ~~holds~~reclassified ~~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.~~conform ~~Management continues~~ to ~~explore~~the ~~additional uses~~current ~~of the~~ period ~~stock~~ presentation.

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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.

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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.

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ITEM 2.

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

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

FORWARD-LOOKING STATEMENTS:

This report on Form 10-Q contains forward-looking statements. Additional written or oral forward-looking statements may be made by us from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “anticipate,” and “project,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that ~~term~~ 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~~ needs or plans, the impact of inflation, and plans relating to our products or services, as well as assumptions relating to the foregoing. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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

CRITICAL ACCOUNTING POLICIES

The Company has prepared the accompanying unaudited condensed consolidated financial ~~statements~~ statements in conformity with accounting principles generally accepted in the ~~United~~ 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~~Revenue ~~RECOGNITION~~ 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 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.

14A 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.

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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~~In ~~Company~~ December ~~has~~2004, ~~been~~the Company acquired a ~~significant~~50% ~~force~~interest in ~~forming~~Blue ~~the~~Sky ~~National~~ Motorcycle ~~Dealers~~ ~~Association~~ Rentals, ~~LLC~~Inc. (~~NMDA~~BSMR) ~~and~~for ~~has~~the ~~been~~sum ~~appointed~~of to$350,000 ~~provide~~in ~~management~~cash. ~~and~~BSMR is a Colorado ~~administration~~ corporation ofthat serves the ~~Association.~~motorcycle ~~NMDA~~rental ~~will~~industry ~~provide~~through ~~products~~the ~~and~~rental of ~~services~~its ~~for the~~ motorcycles ~~Association~~out ~~members~~of ~~including~~Denver ~~Extended~~and ~~Motorcycle~~through ~~Warranties~~its ~~for~~internet ~~New~~web sites that offer ~~and~~ a ~~Used~~ reservation ~~Motorcycles,~~system ~~ATV’s~~to ~~and~~those ~~Trailers,~~desiring ~~New~~to ~~Motorcycle~~rent ~~Manufacture’s~~motorcycles ~~Factory~~throughout the ~~Warranties,~~ United States. ~~Motorcycle~~BSMR ~~leasing~~has licensed its name and ~~financing,~~business ~~Gap~~plan ~~Coverage,~~to ~~Credit~~motorcycle ~~Life/Accident~~rental ~~Health~~ stores located ~~Insurance,~~within ~~Family~~the ~~Hospitalization~~southwestern ~~Insurance~~United ~~for~~States. ~~Dealerships~~The ~~and~~former ~~their~~owner of BSMR ~~Families,~~ entered into ~~Rental~~a ~~Insurance~~consulting ~~for~~contract ~~Dealer~~with ~~Motorcycle~~the ~~Rental~~Company ~~Programs~~to ~~and~~provide ~~Software,~~a continuity of ~~Garage~~ services. The ~~keepers~~Company ~~Insurance~~purchased ~~Program,~~the ~~Liability~~remaining ~~and~~50% ~~Collision~~equity ~~Insurance~~interest ~~for~~in April 2005 ~~Motorcycle~~ by forgiving ~~and~~$75,000 ~~Autos~~of ~~for~~indebtedness ~~the~~owed ~~dealer~~to ~~and~~it ~~their~~by ~~customers,~~the anformer ~~Association~~owner ~~Credit~~of BSMR ~~Card,~~ and ~~Dealership~~by issuing ~~Credit~~a ~~Card~~note ~~Processing,~~in ~~401(k)~~the ~~Retirement~~amount ~~Programs~~of $200,000 ~~Roadside~~payable in installments over ~~Assistance~~ the ~~Programs~~next twelve months, ~~Tire~~but ~~and~~MBA ~~Wheel~~has ~~Protection,~~since ~~Business~~found ~~Forms,~~out ~~Communication~~that 48% percent of the stock ~~Services~~ in ~~and~~Blue Sky awas ~~Prepaid~~encumbered ~~Legal~~by ~~Program.~~a ~~Membership~~large ~~will~~loan bewhich ~~required~~was tonot ~~participate in~~disclosed ~~these~~to ~~programs~~MBA. The Company amended and extended the ~~Company~~consulting ~~will~~contract bewith ~~compensated~~the ~~through~~former ~~management~~owner of ~~fees~~ BSMR to ~~and~~ acquire ~~product~~his ~~sales~~services ~~commissions~~for a period of eight (8) years. The ~~NMDA's~~Company ~~aggregation~~unilaterally terminated ofthis ~~many~~consulting ~~programs~~contract during the year ended October 31, ~~represents~~ 2005. aBlue Sky ~~rare~~- ~~opportunity~~Denver ~~for~~rental ~~the~~store ~~Company~~was ~~and~~closed ~~its~~by ~~partners~~the toformer ~~achieve~~owner in December ~~business~~ 2005. ~~synergies~~MBA Holdings, Inc and aMBA, ~~market~~Inc. ~~edge~~has ~~not~~filed ~~previously~~a ~~available~~complaint toin ~~them.~~the ~~NMDA~~Superior Court ~~has~~ of the ~~terminated~~ State ~~its~~of ~~relationship~~Arizona, ~~with~~Case ~~Wildside~~Number ~~Motorcycles~~CV2006-004615, ~~Inc~~and were most recently awarded a Partial Judgment in the amount of $622,000.00, and iseleven ~~pursuing~~(11) Domain ~~the~~ Names and ~~motorcycle~~ eleven ~~rental~~(11) ~~software~~Websites ~~business~~including ~~with~~www.blueskymotorcyclerentals.com. The monetary ~~internally~~award ~~developed~~far exceeds the balance due on the Note Payable to the ~~products~~ former owner in the amount of $83,000.

InMBA ~~December 2004, the Company acquired a 50% interest in Blue Sky Motorcycle~~ has ~~Rentals,~~ returned ~~Inc.~~to ~~(Blue~~it’s ~~Sky)~~root ~~that~~business ~~operates~~plan aby ~~motorcycle~~restarting ~~rental~~it’s ~~business~~Direct inMail ~~Colorado~~ and ~~has~~Inbound Telemarketing ~~sold~~with ~~its~~call ~~business~~centers ~~model~~in toseveral ~~similar~~cities, ~~operations~~including ~~in Arizona~~Scottsdale, ~~California~~ Az., ~~New~~ Baton ~~Mexico~~Rouge, ~~Nevada~~La., and ~~Florida~~Atlanta. ~~Its~~These ~~business~~call ~~plan~~centers ~~envisions~~produced ~~significant~~additional ~~expansion into other vacation markets as well as motorcycle exchange programs~~ gross ~~among~~ sales ~~the participants to maximize the usage~~ of ~~the rental motorcycles~~$272,000.00 ~~The owner~~for ~~has agreed to consult with the Company in order to continue the business expansion of Blue Sky. In~~ April, ~~2005~~May, ~~the Company acquired the remaining 50% interest in Blue Sky~~ and isJune ~~integrating it into the National Motorcycle Dealers Association operations that are discussed in the preceding paragraph~~2006.

AsMBA, ~~a part~~ and of other ~~the~~marketers ~~acquisition~~ of ~~the~~third ~~second~~party ~~50%~~VSC ofand ~~the~~MBI ~~equity in Blue Sky Motorcycle Rentals~~contracts, ~~Inc.~~may ~~(“Blue~~find ~~Sky”),~~it ~~the Company agreed~~ difficult to ~~allow the continuation of an~~ ~~existing~~ maintain ~~pledge~~their ofsales ~~certain~~and ~~shares~~profit ofmargins ~~Blue~~should ~~Sky~~the ~~common~~major ~~stock,~~automakers ~~representing~~resume 48 0% of ~~the total outstanding common shares, to remain in place~~ financing. ~~The~~This ~~pledge secures a debt that~~ is ~~owed~~because byMBA ~~the~~acquires ~~former~~most ~~Chief Executive~~ of ~~Blue~~its ~~Sky~~business ~~to an unrelated~~through ~~third party. In accordance with the Interpretation of FASB Statements 5,~~ alternative 57 financing ~~and 107~~sources ~~and~~such ~~the~~as ~~rescission~~credit ~~of FASB Interpretation No~~unions.~~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~~purchased the assets of Street Eagle, Inc., Rent2Ride a Nationwide, ~~50%~~Inc. ~~membership interest~~and inRent2Ride ~~iDigital~~Arizona, ~~LLC~~Inc. (“~~iDigital~~R2R”) infor ~~exchange~~the ~~for~~sum of $200,000 ~~common~~ payable ~~shares~~in ofmonthly ~~the~~installments ~~Company~~over an eleven (11) month period. ~~iDigital~~The R2R companies isare engaged in the ~~purveyor~~motorcycle ofrental abusiness ~~line~~in ofHawaii ~~specialty~~and ~~marketing~~ are ~~products~~the owners of computer software that ~~are~~is specifically designed to be ~~given~~used in toa motorcycle ~~customers~~rental aslocation. aThe ~~personal~~R2R purchase gave the Company access ~~memento~~ to this series of ~~their~~specialty ~~recent~~programs ~~experience~~that ~~with~~it aintends ~~company’s~~to ~~products,~~incorporate ~~like~~into ~~motorcycle~~its ~~rentals~~ own and ~~other~~its licensed ~~purchases~~locations. The company has opened a Rent 2 Ride store Murphysboro, Tenn. We have opened Street Eagle Rental stores in Spring of 2006 in Mountain View, California, San Antonio, Texas and Maui, Hawaii

~~The~~In ~~Company~~ July 2005, ~~also~~the ~~purchased~~Company ~~all~~acquired of the assets of ~~Street~~Liberty ~~Eagle,~~Motorcycle ~~Inc.~~Rentals, ~~Rent2Ride~~ ~~Nationwide~~ LLC (“Liberty”), ~~Inc.~~an ~~and~~Arizona ~~Rent2Ride~~Limited ~~Arizona,~~Liability ~~Inc.~~Company ~~(the~~located ~~“Street~~in ~~Eagle~~Tempe, ~~Companies”)~~AZ for the ~~cash~~ sum ~~and~~of ~~notes~~$20,000 ~~payable~~in ~~over~~cash, the ~~next~~issuance ~~twelve~~of ~~months~~500,000 unregistered shares of M.B.A. Holdings, ~~The~~Inc. ~~Street~~common ~~Eagle~~stock ~~Companies~~valued at $18,500 which was based on the ~~are~~ stock’s trading price at the ~~owners~~ time of ~~motorcycle~~issue, ~~rental~~the ~~software,~~issuance ~~web~~of ~~sites,~~a ~~registered~~note ~~domain~~in ~~names,~~the amount ~~trademarks~~ of $105,180 and ~~other~~the ~~software~~assumption ~~items.~~of ~~In addition~~$54,820 of indebtedness relating to the assets acquired. ~~Street~~The ~~Eagle~~Company ~~Companies~~now operates a motorcycle rental location in the ~~have~~ Liberty leased ~~substantially~~facility ~~developed~~under the ~~documentation~~name asWorldWide aRentals, ~~franchisor~~LLC of(“WorldWide”). ~~its~~One ~~motorcycle~~of the ~~rental~~ former ~~concept~~owners of Liberty has accepted a three-year employment contract with WorldWide. The ~~Company~~other ~~expects~~former toowner ~~integrate~~of ~~this~~Liberty ~~software~~has ~~with~~accepted ~~its~~a consulting ~~motorcycle~~ contract with ~~rental~~Mechanical ~~operations~~Breakdown ~~and~~Administrators, toInc. ~~market~~and itWorldWide tocovering a ~~others~~one ~~through~~year ~~NMDA~~ period.

15In July 2005, in two concurrent transactions, the Company also acquired certain of the assets of Escape Eagles, Inc. for the sum of $200,000 and 200,000 unregistered shares of M.B.A Holdings, Inc. common stock valued at $8,000 which was based on the stock’s trading price at the time of issue. The purchase price was paid with the payment of $100,000 in cash and the issuance of a note in the amount of $100,000. The note is payable in equal monthly installments over a one year period. The Company acquired all of the outstanding equity of Escape Eagles, Inc. with the issuance of a note in the amount of $300,000. The note is payable in equal monthly installments over a three year period beginning on the first anniversary of the closing of the transactions. Escape Eagles, Inc. operates a motorcycle rental facility in Las Vegas, NV.

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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 THE THREE MONTHS ENDED ~~JULY~~April 3130, ~~2005~~2006 AND ~~2004~~2005

NET REVENUES

Net revenues for the fiscal quarter ended ~~July~~April 3130, ~~2005~~2006 totaled $1914,~~529,~~000, up down $~~226~~76,000 from the $1990,~~303,~~000 recognized in the quarter ended ~~July~~April 3130, ~~2004~~2005. The ~~increase~~ decline is the result of continuing competitive pressures being experienced by the Company’s ~~motorcycle~~from vehicle manufacturers ~~rental~~and ~~operations~~other ~~beginning~~competitors as well as legislative changes in to certain states ~~contribute~~that ~~revenues~~limited ~~and~~the ~~from~~companies anthat ~~increase~~were ofallowed ~~$50,000~~to underwrite policies in those ~~brokerage~~states. In addition, the Company has not been able to generate significant revenues from its motorcycle rental operations.

OPERATING EXPENSES

Operating ~~costs~~Expenses ~~increased~~decreased to $21,~~324~~230,000 in the quarter ~~ended~~ending ~~July~~April 3130, 2006. This was ~~2005~~a updecrease of $~~710~~321,000 from the $1,~~614~~551,000 ~~expended~~reported infor the quarter ended April ~~July 31~~30, ~~2004~~2005. The ~~increase~~ ~~is the~~closure ~~result~~ of anthe ~~additional~~Blue ~~provision~~Sky ~~for~~Motorcycle ~~uncollectible~~Rentals, ~~accounts that~~Inc. ~~was~~in ~~made~~Denver, inCO ~~the~~this ~~period~~past ~~and~~November towas ~~added~~beneficial ~~expenses~~to inthe ~~connection~~operating ~~with~~costs in the ~~acquisition~~motorcycle segment, while the balance of the decrease is attributable to the Company’s ~~Street~~continued ~~Eagle~~efforts ~~Companies,~~at ~~Escape~~cost ~~Eagles~~containment. ~~and~~The ~~iDigital.~~decline Inin ~~addition,~~operating ~~the~~costs ~~continued~~was ~~in-house~~moderated ~~development~~some ofby the ~~motorcycle~~appearance ~~rental~~of ~~software~~price ~~has~~inflation ~~caused~~in athe ~~significant~~economy this ~~increase~~year owing into ~~programming~~higher ~~expenses~~energy costs.

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OTHER INCOME (EXPENSE)

Total other (income/expense) ~~increased~~for in the quarter ended ~~July~~April 3130, ~~2005~~2006 towas an expense of $16,000. ~~from~~This was an improvement of $719,000 asover athe ~~result~~$35,000 ofexpense reported in the corresponding ~~incurrence~~quarter of ~~miscellaneous~~2005. The previous ~~costs~~year ~~associated~~had ~~with both the~~seen ~~acquisitions~~far ~~and~~more ~~the~~miscellaneous ~~contract~~entries ~~terminations~~posted ~~discussed~~to ~~above.~~this account than the current year.

~~INCOME~~COMPARISON ~~TAXES~~ OF THE SIX MONTHS ENDED April 30, 2006 AND 2005

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~~ six months ended ~~July~~April 3130, ~~2005~~2006 with net revenues down $~~414~~267,000 from the comparable ~~nine~~six months in ~~2004~~2005. The ~~Company~~decline ~~did~~is ~~experience~~the ~~positive~~result ~~revenue~~of continuing ~~contributions~~ competitive ~~from~~pressures being experienced by the ~~newly~~Company ~~acquired~~from ~~entities~~vehicle manufacturers and aother ~~small~~competitors ~~increase~~as well as legislative changes in ~~brokerage~~ certain ~~and~~ states ~~administrative~~that limited the companies that were allowed to underwrite policies in those states. In addition, the Company has not been able to generate significant revenues from its motorcycle rental operations.

OPERATING EXPENSES

Operating ~~costs,~~ Expenses ~~fueled~~decreased ~~by the cost associated with the acquisitions, increased~~ to $52,~~273~~358,000 in the ~~nine~~six months ~~ended~~ending ~~July~~April 3130, ~~2005~~2006. This was upa decrease of $~~580~~590,000 from the $42,~~693~~948,000 ~~expended~~reported infor the ~~nine~~six months ended April ~~July 31~~30, ~~2004~~2005. The ~~increase~~ ~~was experienced~~ closure ~~primarily~~of in the ~~costs~~Blue ofSky ~~motorcycle~~Motorcycle ~~rentals~~Rentals, ~~and~~Inc. ~~insurance premiums,~~ in ~~salaries~~Denver, ~~and~~CO ~~wages~~this ~~and~~past November inwas ~~professional~~beneficial ~~fees.~~to ~~These~~the operating costs ~~increased~~in asthe motorcycle segment, ~~staff~~ while ~~was~~ the ~~added~~balance toof ~~handle~~ the ~~new~~decrease ~~motorcycle~~is ~~operations~~attributable ~~and~~to ~~programming~~the Company’s continued efforts ~~to complete~~ at ~~the~~cost ~~in-house~~containment. ~~motorcycle~~The ~~rental~~decline ~~software.~~in Inoperating ~~addition,~~costs awas ~~larger~~moderated some ~~than~~ by the ~~normal~~ appearance ~~provision~~of ~~for~~price ~~uncollectible~~inflation ~~accounts~~in ~~was~~the ~~made~~economy inthis ~~the~~year ~~period~~owing to higher energy costs.

~~OTHER INCOME (EXPENSE)~~14

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.

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OTHER INCOME (EXPENSE)

Total other income/expense for the six months ended April 30, 2006 was a $35,000 expense. This was an increase of $7,000 over the $28,000 expense reported in the corresponding period of 2005. The previous year had seen far more miscellaneous entries posted to this account than the current year.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred ~~significant~~losses in prior years and in both quarters of 2006 and expects such losses ~~during~~to ~~the~~continue ~~past~~through 2006. In fiscal ~~year~~2005 and earlier periods, the Company has used funds obtained from the exercise of stock ~~experienced~~ options by ~~additional~~its ~~losses~~employees into ~~prior~~supplement ~~years~~funds provided by operations. AIn the current fiscal quarter 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~~deficiencies. The ~~In January 2004, the~~ Company has granted the related party, Cactus Family Investments, LLC, a security interest in all of its unencumbered assets. There is no assurance that additional advances will be made if additional working capital is required. The Company’s ~~lack~~auditors ofhave ~~continuing~~expressed ~~working~~a doubt about the Company’s ability to ~~capital~~ continue ~~infusions~~as ~~could~~a ~~affect~~going ~~future~~concern ~~operations~~in their opinion. ~~Accordingly,~~The ~~the~~Company ~~accompanying~~is attempting ~~financial~~ to reverse ~~statements~~this ~~have~~downward ~~been~~trend ~~prepared~~with ~~assuming~~its ~~the~~motorcycle ~~Company~~rental ~~will~~operations, ~~continue~~with as increased ~~a going~~marketing ~~concern.~~contacts ~~The~~with ~~Company~~other ~~has~~Internet ~~incurred~~vendors aand ~~loss~~further expansion into in the ~~first~~motorcycle ~~three~~market ~~quarters~~through its subsidiary, National Motorcycle of Dealers ~~2005~~ Association, ~~and~~LLC, ~~expects~~Rent ~~such~~2 ~~losses~~Ride, toBlue ~~continue~~Sky ~~further~~Motorcycle ~~into~~Rentals ~~2005~~and its Street Eagle licensed dealerships. The Company is ~~pursuing~~ ~~the~~seeking ~~development~~to grow its warranty business by means of ~~NMDA,~~a ~~Blue~~direct ~~Sky~~mail ~~and~~marketing program of ~~other~~a product warranty ~~products~~facilitated by inbound telemarketing. with call centers in ~~its~~several cities, including ~~ongoing~~ Scottsdale, ~~efforts~~Az., toBaton ~~stem~~Rouge, La., and in the ~~losses~~Atlanta Area these call centers produced additional gross sales of $272,000.00 for April, May, and June 2006.

~~COMPARISON~~The OF Company ~~JULY~~anticipates 31new warranty products for autos, ~~2005~~Recreational ~~AND~~Vehicles, and motorcycles. ~~OCTOBER~~These 31new products will be marketed by MBA and member dealers of NMDA, ~~2004~~Street Eagle, Rent2Ride, and Blue Sky. This growth will require additional capital through either borrowings or infusions of equity.

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.SEASONALITY

~~Deferred~~The ~~Revenues~~ motorcycle ~~decreased~~rental ~~$1,559,000~~business ~~while~~is ~~Deferred~~seasonal ~~Direct~~in ~~Costs~~nature ~~decreased~~in ~~$1,413,000 from~~that ~~balances~~sales ~~at October 31, 2004. Deferred revenues consist of unearned~~increase ~~VSC~~ as ~~gross~~ weather ~~sales~~becomes favorable and ~~estimated~~decline ~~administrative~~as ~~service~~weather ~~fees related to MBI policies~~worsens. ~~Deferred~~ ~~direct~~To ~~costs are costs that are directly related to the sale of~~mitigate ~~VSCs.~~ this ~~The~~ affect ~~change~~on ~~results~~sales, ~~from~~ the ~~overall~~Company ~~decline~~expects into ~~extended~~relocate ~~warranty~~its ~~sales that~~rental ~~have~~assets with ~~been~~ seasonal changes ~~experienced~~to ~~over~~its ~~the~~owned ~~last several quarters~~ and/or ~~from~~licensed ~~changes~~locations inhaving the ~~contract terms~~ ofmost ~~contracts~~favorable expected inweather ~~the~~for ~~deferral~~motorcycle ~~pool~~riding.

~~The~~COMPARISON ~~Company~~ OF ~~collects~~APRIL ~~funds throughout the year and remits a portion of the funds to the insurance companies. As of July 31~~30, ~~2005,~~2006 ~~the~~AND ~~amount~~OCTOBER ~~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.

Working capital at April 30, 2006 consisted of current assets of $2,871,000 and current liabilities of $4,845,000, for a current ratio of 0.59 : 1. At October 31, 2005 the working capital ratio was 0.71 : 1 with current assets of $3,383,000 and current liabilities of $4,733,000. The negative trend continues as the Company has absorbed additional operating losses. Loans from the Company’s principal shareholder have funded continuing operations.

Deferred Revenues decreased $843,000 while Deferred Direct Costs decreased $712,000 from balances at October 31, 2005. Deferred revenues consist of unearned VSC gross sales and estimated administrative service fees related to MBI policies. Deferred direct costs are costs that are directly related to the sale of VSCs. The change is due to the overall decline in new policy sales that has been experienced over the last several years and changes in the contract terms of contracts in the deferral pool.

The Company collects funds throughout the year and remits a portion of the funds to the insurance companies. As of April 30, 2006, the amount owed to insurance companies, $353,000, is little changed from the $349,000 owed at October 31, 2005.

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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~~Capital ~~Insurance~~Assurance Risk Retention Group, Inc., the Company is primarily responsible for liability under these contracts. In the unlikely event that the third party reinsuring companies were unable to meet their contractual commitments to the Company, the Company itself would be required to perform under the contracts. Such an event could have a material adverse effect on the Company’s operations.

AThe ~~portion of the~~ Company’s ~~interest~~does ~~bearing~~not ~~outstanding~~have ~~debt~~any isvariable ~~tied to the prime rate and therefore presents some~~ interest rate ~~risk.~~outstanding ~~The~~debt ~~Company would incur an~~or ~~additional~~long-term receivables. $3Therefore,~~000~~ ofit ~~interest~~is ~~expense~~not ~~for~~subject ~~each~~to 1%significant ~~change~~interest ~~in the prime~~ rate~~. The~~ ~~Company does not consider this~~ risk ~~to be excessive~~.

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ITEM 4.

CONTROLS AND PROCEDURES

InWe ~~the~~ have ~~quarter ended July 31~~ evaluated, ~~2005,~~with wethe ~~did~~participation ~~not~~of ~~make~~our ~~any~~Chief ~~significant~~Executive ~~changes~~Officer/ ~~in,~~Chief ~~nor take~~ Financial ~~any~~Officer, ~~corrective~~the ~~actions~~effectiveness ~~regarding~~of our ~~internal~~disclosure controls orand ~~other factors~~procedures ~~that~~ as ~~could~~of ~~significantly~~the ~~affect~~end ~~these~~of ~~controls~~the period covered by this report. WeBased ~~lost~~on that evaluation, the ~~services~~Chief ofExecutive Officer/Chief Financial Officer has concluded that our ~~assistant~~ disclosure ~~controller~~controls atand procedures were not effective as of the end of the ~~fiscal~~last reporting ~~year~~period ~~ended~~and ~~October~~have ~~31,~~moved ~~2004~~to improve the controls covered by this ~~and~~ report ~~have~~ and ~~recently~~appointed ~~hired~~ a ~~replacement~~new Audit company Epstein, Weber and Conover of Scottsdale, Arizona.

WeIt ~~periodically~~ has been ~~review~~noted ~~our~~that a material weakness exists in the internal controls ~~for~~over the newly ~~effectiveness~~acquired ~~and~~assets wenamely ~~have~~BSMR. It was noted that the recent experiences ~~performed~~ with the acquisition of BSMR clearly indicated that these controls needed to be reinforced in order to create an ~~evaluation~~acceptable level of ~~disclosure~~control ~~controls~~over those assets, we have we have moved to enforce . Further, in December, 2005, the Company’s Chief financial officer resigned and ~~procedures~~the ~~during~~CEO ~~this~~has been acting as replacement. ~~quarter~~ As such, the Company identified a material weakness due to a lack of a chief financial officer with appropriate knowledge of US GAAP and SEC reporting requirements. WeThe ~~will~~Company ~~conduct~~has recognized these weaknesses and has established a group ~~similar~~to ~~evaluation~~evaluate ~~each~~those ~~quarter~~controls and to recommend changes to those internal controls to the Board of Directors.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~ITEM~~The Company 2has been named as a party to a lawsuit involving the plaintiff and the former owner of Blue Sky Motorcycle Rentals, Inc. ~~CHANGES~~(“BSMR”). INThe ~~SECURITIES~~complaint alleges ~~AND~~that ~~USE~~the OFCompany ~~PROCEEDS~~and the former owner of BSMR improperly utilized certain assets of the plaintiff as security for its borrowings. The Company has responded to the complaint by denying the allegations and intends to vigorously pursue all defenses available.

The Company ~~issued~~has 2received a letter from an attorney representing the former owner of BSMR that alleges wrong doing,~~025~~ including securities violations,~~000~~ ~~unregistered~~on ~~shares~~the inpart of the ~~connection~~Company and contends that certain of the representations and warranties made at the time of the purchase of BSMR were incorrect. The Company denies the allegations and contends that the former owner of BSMR misrepresented the ownership and location of BSMR’s assets and misled the Company concerning the amount of BSMR’s liabilities. The former owner has refused to transfer ownership of all of BSMR’s assets to the Company. The Company has unilaterally terminated its consulting contract with the former owner of BSMR and believes it has ~~acquisitions~~ no further obligations thereunder. At the direction of the Board of Directors of the Company, a subcommittee has been formed to vigorously pursue the location and title to the BSMR assets and to use all defenses available to answer any formal complaint received. To this end, the subcommittee has retained a legal firm to represent it in this matter and to pursue all possible claims against the former owner. MBA Holdings, Inc and MBA, Inc. has filed a complaint in the Superior Court of the State of Arizona, Case Number CV2006-004615, and were most recently awarded a Partial Judgment in the amount of $622,000.00 total, and eleven (11) Domain Names and eleven (11) Websites including www.blueskymotorcyclerentals.com. The monetary award far exceeds the amount of a Note Payable balance of $83,000 to the former owner on the books of MBA, Inc. At the time of filing of this document, no formal summons has been received relating alleged company wrong doing, however a formal complaint has been filed against the former owner of BSMR which resulted in a formal judgment against the former owner.

The Company maintains a reserve for claims arising in the ordinary course of business and believes that this reserve is sufficient to cover the costs of such claims. On the basis of information presently available, management does not believe the settlement of any such claims or lawsuits will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

ITEM 1A.

RISK FACTORS

In addition to the risk factors enumerated in Form 10K under Item 1A, it should be noted that during the current fiscal quarter a related party has advanced funds on demand notes and through the deferral of rent payments (See Note 4) in order to overcome working capital deficiencies. In prior years, the Company has granted the related party, Cactus Family Investments, LLC, a security interest in all of its unencumbered assets. There is no assurance that additional advances will be made if additional working capital is required. Based upon the foregoing, the accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company has incurred a loss in May 2006 and expects such losses to continue thru 2006. The Company is attempting to reverse this downward trend with its Direct Mail Warranty sales and inbound telemarketing call center and had gross sales of $272,000.00 from the new Direct Mail Call Center activities and expect this trend to continue, motorcycle rental operations, with increased marketing contacts with other Internet vendors and with further expansion into the motorcycle market through its subsidiary, National Motorcycle Dealers Association, LLC and its Street Eagle licensed dealerships. There is no assurance that these efforts will be successful in reversing the trend of operating losses.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

19ITEM 6. EXHIBITS

Exhibit 31

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

Exhibit 32

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

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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.

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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 Brotherson
Dated: July 17, 2006	By:	/s/ Gaylen M. Brotherson
		Gaylen Brotherson Chairman of the Board and Chief Executive Officer
		Gaylen M. Brotherson Chairman of the Board, Chief Executive Officer and Chief Financial Officer

Dated: September 21, 2005	By:	/s/ Dennis M. O’Connor
		Dennis M. O’Connor Chief Financial Officer

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