SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              M.B.A. Holdings, Inc.
                              ---------------------
             (Exact name of Registrant as specified in its charter)


       Nevada                                             87-0522680
------------------------                            ------------------------
(State of Incorporation)                            (I.R.S. Employer ID No.)


              9419 E San Salvador, Suite 105, Scottsdale, AZ 85258
              ----------------------------------------------------
                         (Address of Principal Offices)

                              M.B.A. HOLDINGS, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

                                        &

                              M.B.A. HOLDINGS, INC.
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004
                            (Full Title of the Plans)

                              Gaylen M. Brotherson
                              M.B.A. Holdings, Inc.
                         9419 E. San Salvador, Suite 105
                              Scottsdale, AZ 85258
                              --------------------
                     (Name and address of Agent for Service)

                                 (480) 860-2288
                                 --------------
          (Telephone number, including area code of Agent for Service)


                     CALCULATION OF REGISTRATION FEE

   Title of         Amount of      Max. Off.      Maximum        Amount of
   Securities       Securities     Price Per      Aggregate     Registration
   Registered       Registered     Share          Offering       Price Fee
----------------    ----------     ---------     ----------     ------------
Common Stock (1)    18,000,000     $0.15 (3)     $2,700,000       $540.00
Common Stock (2)     2,000,000     $0.15 (4)     $  300,000       $ 60.00

(1) Issuable upon the exercise of Options granted pursuant to the Employee Stock
Incentive Plan For The Year 2004

(2) Issuable upon the exercise of Options granted  pursuant to the  Non-Employee
Directors and Consultants Retainer Stock Plan For The Year 2004.

(3)  Estimated  price in  accordance  with Rule 457(h) and Rule 457(c) and based
upon the  average of the high and low prices  for the  Company's  Class A common
stock as of April 7, 2004.

(4) Priced in accordance  with Rule 457(h) and Rule 457(c) at the $0.15 exercise
price for each of these options.

<PAGE>

                                        2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents  containing the information related to the M.B.A.  Holdings,  Inc.
2004  Employee  Stock  Incentive  Plan and the 2004  Non-Employee  Directors and
Consultants  Retainer  Stock  Plan,  which  are  being  filed  as  part  of this
Registration Statement (the "Registration Statement") and documents incorporated
by  reference in response to Item 3 of Part II of this  Registration  Statement,
which taken  together  constitute a prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act of 1933 (the "Securities  Act") will be sent
or given to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.

The  Company  reserves  the  right to allow  MBA  Holdings,  Inc.  to amend  the
allocation of shares of Employees and Non-Employees Common Stock.

Any Forward or Reverse  Split of the Shares of the  Companies  Common Stock does
not change the number of Shares in this S-8 Registration.

Item 2. Registrant Information and Employee Plan Annual Information.

As required by this Item, the Registrant shall provide to participants a written
statement advising them of the availability without charge, upon written or oral
request, of documents  incorporated by reference in Item 3 of Part II hereof and
of  documents  required  to be  delivered  pursuant  to Rule  428(b)  under  the
Securities  Act. The statement  shall  include the address  listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

(a) The  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
October 31, 2003.

(b) The Registrant's  Quarterly Report on Form 10-Q for the period ended January
31, 2004.

(c) The description of our Common Stock, no par value,  stated value $0.0001 per
share set forth in our registration statement on Form 10/A filed with the SEC on
November 19, 1999, and any subsequent  amendment or report filed for the purpose
of updating this description.

(d) All other documents filed by Registrant after the date of this  Registration
Statement under Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange
Act of 1934,  (the Exchange Act) since the end of the fiscal year covered by the
annual report referred to in (a) above.

Item 4. Description of Securities: Not applicable.

Item 5. Interests of Named Experts and Counsel: Not applicable.

Item 6. Indemnification of Officers and Directors.

The Registrant's  Articles of Incorporation and Bylaws and the laws of the State
of  Arizona  provide  for  indemnification  of  directors  and  officers  of the
Registrant  who  are  indemnified   generally   against  expenses  actually  and
reasonably  incurred in connection with proceedings,  whether civil or criminal,
provided  that it is  determined  that they acted in good faith,  were not found
guilty,  and, in any criminal matter, had reasonable cause to believe that their
conduct was not unlawful.

Other  than as set  forth  below,  no named  expert  or  counsel  was hired on a
contingent  basis,  will receive a direct or indirect  interest in the issuer or
was a promoter,  underwriter,  voting trustee,  director, officer or employee of
the Registrant.

Item 7. Exemption from Registration Claimed: Not applicable.
<PAGE>

                                        3

Item 8. Exhibits.


                                  EXHIBIT INDEX
Exhibit                                                             Page or
Number              Description                                Method of Filing

 4.1         M.B.A. Holdings, Inc.                              Filed herewith
             2004 Employee Stock Incentive
             Plan

 4.2         M.B.A. Holdings, Inc.                              Filed herewith
             Non-Employee Directors and
             Consultants Retainer Stock Plan

 4.3         M.B.A. Holdings, Inc.                              Filed herewith
             Incentive Stock Option Agreement

 4.4         M.B.A. Holdings, Inc.                              Filed herewith
             Non-Statutory Stock Option Agreement

 5           Opinion rendered by Michael Hair,                  Filed herewith
             Counsel for the Registrant
             (including consent)

23.1         Consent of Semple & Cooper, LLP                    Filed herewith

23.2         Consent of Counsel                                  See Exhibit 5


Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes.

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to the Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information in the Registration Statement;

To include any material information with respect to the Plan of distribution not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
Registration  Statement to the securities  offered therein,  and the offering of
such securities offered at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>

                                        4

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the  provisions  described in Item 6, or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Registrant  will,  unless in the opinion of its  counsel  that
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question whether such  indemnification  is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Scottsdale,  State of  Arizona,  on this 7th day of
April, 2004.

M.B.A. HOLDINGS, INC.



By: /s/ Gaylen M. Brotherson
   ----------------------------------------
   Gaylen M. Brotherson, Chief Executive Officer



Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following persons in the capacities indicated.



          NAME                          TITLE                         DATE

 /s/ Gaylen M. Brotherson         Chairman of the Board &
--------------------------        Chief Executive Officer         April 7, 2004
Gaylen M. Brotherson

 /s/ Judy K Brotherson            Secretary & Director
--------------------------                                        April 7, 2004
Judy K. Brotherson

 /s/ Edward E. Wilczewski         Director
--------------------------                                        April 7, 2004
Edward E. Wilczewski

 /s/ Michael Brady                Director
--------------------------                                        April 7, 2004
Michael Brady

 /s/ Shelly Beesley               Director
--------------------------                                        April 7, 2004
Shelly Beesley

 /s/ Andrew Gay                   Director
--------------------------                                        April 7, 2004
Andrew Gay
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{"company-data": {"conformed-name": "M B A HOLDINGS INC", "cik": "0001097273", "assigned-sic": "7389", "irs-number": "870522680", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114509", "film-number": "04736667"}, "business-address": {"street1": "9419 E SAN SALVADOR", "street2": "SUITE 105", "city": "SCOTTSDALE", "state": "AZ", "zip": "85258-5510", "phone": "480-860228"}, "mail-address": {"street1": "9419 E SAN SALVADOR", "street2": "SUITE 105", "city": "SCOTTSDALE", "state": "AZ", "zip": "85258-5510"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              M.B.A. Holdings, Inc.
                              ---------------------
             (Exact name of Registrant as specified in its charter)

       Nevada                                             87-0522680
------------------------                            ------------------------
(State of Incorporation)                            (I.R.S. Employer ID No.)

              9419 E San Salvador, Suite 105, Scottsdale, AZ 85258
              ----------------------------------------------------
                         (Address of Principal Offices)

                              M.B.A. HOLDINGS, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

                                        &

                              M.B.A. HOLDINGS, INC.
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004
                            (Full Title of the Plans)

                              Gaylen M. Brotherson
                              M.B.A. Holdings, Inc.
                         9419 E. San Salvador, Suite 105
                              Scottsdale, AZ 85258
                              --------------------
                     (Name and address of Agent for Service)

                                 (480) 860-2288
                                 --------------
          (Telephone number, including area code of Agent for Service)

                     CALCULATION OF REGISTRATION FEE

   Title of         Amount of      Max. Off.      Maximum        Amount of
   Securities       Securities     Price Per      Aggregate     Registration
   Registered       Registered     Share          Offering       Price Fee
----------------    ----------     ---------     ----------     ------------
Common Stock (1)    18,000,000     $0.15 (3)     $2,700,000       $540.00
Common Stock (2)     2,000,000     $0.15 (4)     $  300,000       $ 60.00

(1) Issuable upon the exercise of Options granted pursuant to the Employee Stock
Incentive Plan For The Year 2004

(2) Issuable upon the exercise of Options granted  pursuant to the  Non-Employee
Directors and Consultants Retainer Stock Plan For The Year 2004.

(3)  Estimated  price in  accordance  with Rule 457(h) and Rule 457(c) and based
upon the  average of the high and low prices  for the  Company's  Class A common
stock as of April 7, 2004.

(4) Priced in accordance  with Rule 457(h) and Rule 457(c) at the $0.15 exercise
price for each of these options.
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents  containing the information related to the M.B.A.  Holdings,  Inc.
2004  Employee  Stock  Incentive  Plan and the 2004  Non-Employee  Directors and
Consultants  Retainer  Stock  Plan,  which  are  being  filed  as  part  of this
Registration Statement (the "Registration Statement") and documents incorporated
by  reference in response to Item 3 of Part II of this  Registration  Statement,
which taken  together  constitute a prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act of 1933 (the "Securities  Act") will be sent
or given to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.

The  Company  reserves  the  right to allow  MBA  Holdings,  Inc.  to amend  the
allocation of shares of Employees and Non-Employees Common Stock.

Any Forward or Reverse  Split of the Shares of the  Companies  Common Stock does
not change the number of Shares in this S-8 Registration.

Item 2. Registrant Information and Employee Plan Annual Information.

As required by this Item, the Registrant shall provide to participants a written
statement advising them of the availability without charge, upon written or oral
request, of documents  incorporated by reference in Item 3 of Part II hereof and
of  documents  required  to be  delivered  pursuant  to Rule  428(b)  under  the
Securities  Act. The statement  shall  include the address  listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

(a) The  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
October 31, 2003.

(b) The Registrant's  Quarterly Report on Form 10-Q for the period ended January
31, 2004.

(c) The description of our Common Stock, no par value,  stated value $0.0001 per
share set forth in our registration statement on Form 10/A filed with the SEC on
November 19, 1999, and any subsequent  amendment or report filed for the purpose
of updating this description.

(d) All other documents filed by Registrant after the date of this  Registration
Statement under Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange
Act of 1934,  (the Exchange Act) since the end of the fiscal year covered by the
annual report referred to in (a) above.

Item 4. Description of Securities: Not applicable.

Item 5. Interests of Named Experts and Counsel: Not applicable.

Item 6. Indemnification of Officers and Directors.

The Registrant's  Articles of Incorporation and Bylaws and the laws of the State
of  Arizona  provide  for  indemnification  of  directors  and  officers  of the
Registrant  who  are  indemnified   generally   against  expenses  actually  and
reasonably  incurred in connection with proceedings,  whether civil or criminal,
provided  that it is  determined  that they acted in good faith,  were not found
guilty,  and, in any criminal matter, had reasonable cause to believe that their
conduct was not unlawful.

Other  than as set  forth  below,  no named  expert  or  counsel  was hired on a
contingent  basis,  will receive a direct or indirect  interest in the issuer or
was a promoter,  underwriter,  voting trustee,  director, officer or employee of
the Registrant.

Item 7. Exemption from Registration Claimed: Not applicable.
3

Item 8. Exhibits.

                                  EXHIBIT INDEX
Exhibit                                                             Page or
Number              Description                                Method of Filing

 4.1         M.B.A. Holdings, Inc.                              Filed herewith
             2004 Employee Stock Incentive
             Plan

 4.2         M.B.A. Holdings, Inc.                              Filed herewith
             Non-Employee Directors and
             Consultants Retainer Stock Plan

 4.3         M.B.A. Holdings, Inc.                              Filed herewith
             Incentive Stock Option Agreement

 4.4         M.B.A. Holdings, Inc.                              Filed herewith
             Non-Statutory Stock Option Agreement

 5           Opinion rendered by Michael Hair,                  Filed herewith
             Counsel for the Registrant
             (including consent)

23.1         Consent of Semple & Cooper, LLP                    Filed herewith

23.2         Consent of Counsel                                  See Exhibit 5

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes.

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to the Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information in the Registration Statement;

To include any material information with respect to the Plan of distribution not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
Registration  Statement to the securities  offered therein,  and the offering of
such securities offered at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.
4

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the  provisions  described in Item 6, or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Registrant  will,  unless in the opinion of its  counsel  that
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question whether such  indemnification  is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Scottsdale,  State of  Arizona,  on this 7th day of
April, 2004.

M.B.A. HOLDINGS, INC.

By: /s/ Gaylen M. Brotherson
   ----------------------------------------
   Gaylen M. Brotherson, Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following persons in the capacities indicated.

          NAME                          TITLE                         DATE

 /s/ Gaylen M. Brotherson         Chairman of the Board &
--------------------------        Chief Executive Officer         April 7, 2004
Gaylen M. Brotherson

 /s/ Judy K Brotherson            Secretary & Director
--------------------------                                        April 7, 2004
Judy K. Brotherson

 /s/ Edward E. Wilczewski         Director
--------------------------                                        April 7, 2004
Edward E. Wilczewski

 /s/ Michael Brady                Director
--------------------------                                        April 7, 2004
Michael Brady

 /s/ Shelly Beesley               Director
--------------------------                                        April 7, 2004
Shelly Beesley

 /s/ Andrew Gay                   Director
--------------------------                                        April 7, 2004
Andrew Gay