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

                                  SCHEDULE 14C

                INFORMATION REQUIRED IN AN INFORMATION STATEMENT

                            SCHEDULE 14C INFORMATION
                 Information Statement Pursuant to Section 14(c)
                     of the Securities Exchange Act of 1934

Check the appropriate box:

|X|   Preliminary Information Statement
|_|   Confidential,  For  Use of the  Commission  Only  (as  permitted  by  Rule
      14c-5(d)(2))
|_|   Definitive Information Statement

                              M.B.A. Holdings, Inc.
 -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.
|_|   Fee computed on table below per Exchange Act Rules 14c-5(g)and 0-11.


(1) Title of each class of securities to which transaction applies:

            Common Stock, $.001 par value

(2) Aggregate number of securities to which transaction applies:

            Common Stock,  $.001 par value - Authorized  Shares  increased  from
            80,000,000  to  800,000,000  shares and change the par value of each
            Common  Stock  share to no par  value  shares  with a  stated  value
            $0.0001 per share.

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction: None

(5) Total fee paid: None

|_|   Fee paid previously with preliminary materials: N/A

|_|   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:

Statement that Proxies are not solicited

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY



Information Required by Items of Schedule 14A

Item 19. Amendment of charter, bylaws or other documents

The  following  Amendment  to the  Articles  of  Incorporation  will be made and
approved  by Consent of the Board of  Directors  and by Consent of  Shareholders
owning a majority of the outstanding  common stock shares, as of the record date
of March 22, 2004, by means of written consent on April 30 2004:

RESOLVED,  the Corporation shall amend its Articles of Incorporation to increase
its authorized  Common Stock shares to Eight Hundred Million  (800,000,000)  and
change the par value of each Common  Stock  share to no par value  shares with a
stated value $0.0001 per share.

Item 6. Voting securities and principal holders thereof

The following  table sets forth  information  as of October 31, 2003  concerning
shares of  Common  Stock  with  $.001  par  value,  the  Company's  only  voting
securities.  This table includes all  beneficial  owners who own more than 5% of
the  outstanding  voting  securities,  each of the  Company's  directors by each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
outstanding  voting  securities of the Company,  and by the Company's  executive
officers and directors as a group.



                      Name And Address                  Amount and Nature
Title of Class       of Beneficial Owner               of Beneficial Owner       Percent of Class
-------------------------------------------------------------------------------------------------
                                                                                  
Common Stock       Gaylen Brotherson                    902,615 shares (1)                 44.5%
                   9419 E. San Salvador
                   Suite 105
                   Scottsdale, AZ 85258

Common Stock       Judy Brotherson                      825,301 shares (1)                 40.7%
                   9419 E. San Salvador
                   Suite 105
                   Scottsdale, AZ 85258

Common Stock       CEDE & Co                                       219,928                 10.8%
                   Box 220
                   Bowling Green Station
                   New York, NY 10274

Common Stock       All Directors and Executive            1,727,916 shares                 85.1%
                   Officers as a Group (five
                   people)


(1) This amount  represents  shares  owned and  excludes  the 60,001  options to
purchase common stock for Gaylen  Brotherson and the 125,000 options to purchase
common stock for Judy  Brotherson.  If these  options  were  exercised by Gaylen
Brotherson and Judy Brotherson,  then their percentage of ownership would change
to 43.5% and 42.9%, respectively.

The Company's  Articles of Incorporation are being amended to provide additional
Common Stock shares to be used for future acquisitions.

The effect of the amendment is to increase the  authorized  but unissued  Common
Stock shares.

Delivery of Documents to Security Holders Sharing an Address.

A separate document will be delivered to each shareholder regardless of address.

(4) Filing Party: M.B.A. Holdings, Inc.


                  /s/ Gaylen M. Brotherson
                  Gaylen M. Brotherson
                  CEO

(5) Date Filed: March 25, 2004