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


                                    Form 10-K
(Mark One)

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

     For the fiscal year ended February 28, 2006

                                       or

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

     For the transition period from to


                        Commission file number 333-125251


                               MAAX Holdings, Inc.
             (Exact name of registrant as specified in its charter)


                 Delaware                                   41-2158731
       (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                  Identification No.)


                             9224 73rd Avenue North
                         Brooklyn Park, Minnesota 55428
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (800) 328-2531


        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

 Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     As of May 15, 2006, the Company had 2,570,469 shares of common stock,
voting, par value $0.01 per share and 300,000 shares of class A common stock,
voting, par value $0.01 outstanding.

                   Documents Incorporated by Reference: None.

================================================================================
<PAGE>

Special Note Regarding Forward-Looking Statements

         This Annual Report includes "forward-looking statements," within the
meaning of the Private Securities Litigation Reform Act of 1995, with respect to
our financial condition, results of operations and business and our expectations
or beliefs concerning future events. Discussions containing such forward-looking
statements may be found throughout this report, including, without limitation,
in Items 1, 6, 7, 7A and 8. Words such as, but not limited to, "believe,"
"expect," "anticipate," "estimate," "intend," "plan," "targets," "likely,"
"will," "would," "could" and similar expressions or phrases identify
forward-looking statements.

         All forward-looking statements involve risks and uncertainties. The
occurrence of the events described, and the achievement of the expected results,
depend on many events, some or all of which are not predictable or within our
control. Actual results may differ materially from expected results.

         Factors that may cause actual results to differ from expected results
include, among others:

         o        the availability and price of raw materials;

         o        our highly competitive business environment;

         o        the level of residential construction and remodeling activity
                  in our markets;

         o        costs of environmental compliance;

         o        changes in foreign currency valuations, exchange rates and
                  economic and political conditions in the countries where we do
                  business;

         o        changes in consumer confidence and preferences;

         o        our ability to introduce new products and improve existing
                  products;

         o        current and future litigation, including product liability
                  claims;

         o        our failure to protect our trademarks, patents and other
                  intellectual property rights;

         o        our ability to retain and attract employees; and

         o        the effects of past and potential future acts of terrorism,
                  bioterrorism, violence or war.

         All future written and verbal forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
We undertake no obligation, and specifically decline any obligation, to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this report might not
occur.

         See "Item 1A. Risk Factors" for a more complete discussion of these
risks and uncertainties and for other risks and uncertainties. These factors and
the other risk factors described in this report are not necessarily all of the
important factors that could cause actual results to differ materially from
those expressed in any of our forward-looking statements. Other unknown or
unpredictable factors also could harm our results. Consequently, there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, us. Given these uncertainties, investors are
cautioned not to place undue reliance on such forward-looking statements.
<PAGE>

Industry Information

         Information regarding industry data, such as compound annual growth
rates, or CAGRs, in this Annual Report consists of estimates based on data and
reports compiled by industry professional organizations (including The Freedonia
Group, Inc., Plumbing Fixtures & Fittings (Industry Study 2045), April 2006 and
the Kitchen Cabinet Manufacturers Association) and our management's knowledge of
our business and markets.

         We take responsibility for compiling and extracting, but we have not
independently verified, market and industry data provided by third parties or by
industry or general publications, and we take no further responsibility for this
data. Similarly, while we believe our internal estimates are reliable, our
estimates have not been verified by any independent sources, and we cannot
assure you as to their accuracy.

                                       2
<PAGE>

PART I

Item 1.  Business

Overview

         All references to "we," "us," "our," "our company," and "the Company"
refer to MAAX Holdings, Inc. and its consolidated subsidiaries, and "MAAX
Holdings" refers only to MAAX Holdings, Inc. and not to any of its subsidiaries,
unless otherwise expressly stated or the context otherwise requires. References
to "fiscal year" refer to the results of operations for the 12-month period
ended February 28 or 29 of the applicable year. In this Annual Report on Form
10-K, except where we indicate otherwise, all dollar amounts are expressed in
U.S. dollars, references to "$" or "dollars" are to U.S. dollars and references
to "C$" and "Canadian dollars" are to Canadian dollars. References to "organic
revenue growth" are adjusted for certain adjustments as described in the
description of net sales in "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations" and do not include
results of acquisitions made by us for the fiscal year in which the acquisition
occurred and for the first full fiscal year thereafter.

                          Our Holding Company Structure

         MAAX Holdings is a holding company with no income from operations or
material assets other than ownership of Beauceland Corporation, or Beauceland.
MAAX Holdings operates its business through and receives all of its income from
Beauceland, MAAX Corporation and MAAX Corporation's subsidiaries.

         On March 10, 2004, certain entities formed by J.W. Childs Equity
Partners III, L.P. and certain of its affiliates, or JWC Fund III, Perseis
Private Equity Limited Partnership, formerly Borealis Private Equity Limited
Partnership, and Perseis (QLP) Private Equity Limited Partnership, formerly
Borealis (QLP) Private Equity Limited Partnership, or Perseis, and Ontario
Municipal Employees Retirement Board, or OMERS, which we refer to collectively
as our Sponsors, entered into a merger agreement to acquire MAAX Inc. and its
subsidiaries. On June 4, 2004, concurrently with the consummation of the
transactions contemplated by the merger agreement, our Sponsors, certain
consultants and members of our management invested approximately $133.7 million
in cash in MAAX Holdings, which investment was contributed as common equity to
MAAX Corporation. In addition, certain members of our management exchanged a
portion of their MAAX Inc. stock options into stock options of MAAX Holdings
with a fair value on June 4, 2004 of approximately $2.7 million, including a
one-time option grant to Mr. Andre Heroux, our President and Chief Executive
Officer, to purchase shares of MAAX Holdings' series A preferred stock.

         In connection with these transactions, on June 4, 2004, our subsidiary,
MAAX Corporation, entered into a senior secured credit facility, which we refer
to in this report as MAAX Corporation's senior secured credit facility. On the
same date, MAAX Corporation consummated the offering of $150 million aggregate
principal amount of 9.75% senior subordinated notes due 2012, which we refer to
in this report as MAAX Corporation's senior subordinated notes, and refinanced
substantially all indebtedness of MAAX Inc. and its subsidiaries. Throughout
this report, we refer to the transactions that occurred on June 4, 2004 as the
June 2004 Transactions.

         On December 10, 2004, in connection with the consummation by MAAX
Holdings of the offering of $170,689,000 principal amount at maturity of 11.25%
senior discount notes due 2012, which we refer to in this report as the senior
discount notes, MAAX Holdings repurchased shares of its common stock and
redeemed or canceled certain outstanding options to acquire shares of its common
stock, which transactions we refer to throughout this report as the December
2004 Transactions.

         MAAX Holdings, Inc. was incorporated in the State of Delaware on March
4, 2004. Our principal executive offices are located at 9224 73rd Avenue North,
Brooklyn Park, Minnesota 55428, and our telephone number is (800) 328-2531.

                                       3
<PAGE>

General

         We are a leading North American manufacturer and distributor of
bathroom fixtures, with the number one market share in Canada and the number
three market share in the U.S. within the bathtub and shower fixtures market. We
sell a broad range of bathroom fixture products, including acrylic, gelcoat and
thermoplastic bathtubs, showers, whirlpools and bathtub/shower surrounds, as
well as shower doors and medicine cabinets. By leveraging our relationships with
our bathroom customers, we have also emerged as a leading manufacturer of spas
in North America and have a growing presence in the semi-custom kitchen
cabinetry market. Founded in 1970, we focus on marketing stylish, innovative
products at mid- to high-end retail price points primarily under the MAAX(R)
brand name. Through our extensive manufacturing footprint and unique
multi-channel distribution strategy, we estimate that we currently serve over
2,900 customers.

         We compete in the largest and fastest growing major segment of the
plumbing fixtures industry. We focus almost exclusively on the residential
housing market, in which approximately 79% of total U.S. bathtub and shower
sales in 2005 were generated. Bathroom remodeling, our particular focus, is one
of the most common residential remodeling projects. Demand for bathtubs and
showers for use in residential repair and improvement accounted for 60% of the
total U.S. bathtubs and showers sales in 2005, as opposed to 40% for new housing
demand. We target our bathroom products primarily at the bathtub and shower
fixtures market, which is expected to grow in the U.S. at CAGR of 3.9% from 2005
to 2015, as compared to 2.5% for sinks, toilets and other plumbing fixture
products. Our bathtubs and showers are manufactured primarily from acrylic and
gelcoat, which are the most common and fastest growing bathroom fixture
materials due to their durability, appearance, value and relative ease of
installation. U.S. sales of acrylic and fiberglass gelcoat bathtubs grew at a
CAGR of 6.8%, from 1995 to 2005, and are expected to grow at a CAGR of 3.5% from
2005 to 2015, as compared to a CAGR of 1.8% for bathtubs manufactured from
enameled cast iron, enameled steel and other materials from 2005 to 2015. We are
also active on the fast growing kitchen remodeling segment. Sales in the U.S. of
semi-custom kitchen cabinets, the niche in which we compete, grew at a CAGR of
6.9% from 1993 to 2003. From 2004 to 2005, semi-custom cabinet sales were up
14.6% in the U.S. and Canada.

         We sell our products through a diverse set of distribution channels
across the U.S. and Canada, including wholesalers, showrooms, specialty
retailers and home centers. In fiscal year 2006, approximately 53% of our net
sales were to wholesalers, approximately 32% were to retailers and approximately
15% were to specialty retailers. In each of our distribution channels we sell a
distinct set of sub-brands differentiated by styles, features and price points.
Our multi-channel distribution network, complemented by our disciplined
channel-specific product offering, allows us to operate under a unique
go-to-market strategy. We believe this strategy has enabled us to maximize our
profits as well as those of our customers, which in turn has further
strengthened our customer relationships.

         As of February 28, 2006, we operated 21 strategically located
manufacturing facilities, including 13 in the U.S., seven in Canada and one in
the Netherlands. This makes us one of only two manufacturers of acrylic and
gelcoat bathroom products with a footprint that extends across North America. We
believe that our extensive North American footprint gives us a significant
advantage vis-a-vis our other competitors by enabling us to service both
national and regional customers while reducing delivery times, lowering
inventory investment, decreasing shipping costs and enhancing customer service.

         We have experienced significant growth, both internally and through
acquisitions. Since 1993, we have completed 15 acquisitions. Our largest
acquisition was Aker Plastics Company, Inc., or Aker, which we acquired in
October 2002 for $80.4 million. At the time of the acquisition, Aker was
reportedly the third largest manufacturer of gelcoat bathroom products in the
U.S., focused exclusively on the wholesaler and showroom channels. This
acquisition enhanced our growing market position in the U.S. by allowing us to
solidify our relationships in the higher margin wholesaler and showroom channels
and expand our U.S. manufacturing and distribution capabilities.

                                       4
<PAGE>

         The following table provides a brief overview of the products,
distribution channels and brands.
<TABLE>
<CAPTION>

                         Fiscal 2006
                      Combined Net Sales          Distribution
Product Category        (% of Total)                Channels              Brands By Channel
-----------------     -------------------      -----------------      -----------------------------
<S>                      <C>                     <C>                       <C>
Bathroom                 $425 million             Wholesalers           MAAX Aker(R), MAAX Barrier
                         (81)%                                          Free(TM), MAAX Villa(R)
                                                  Showrooms             MAAX Collection(R), MAAX
                                                                        Pearl(R), MAAX(R) Tub & Shower
                                                                        Doors, Shower Walls & Bases,
                                                                        MAAX(R) Medicine Cabinets
                                                  Home Centers          Advanta by MAAX(R), Keystone
                                                                        by MAAX(R), Premium by MAAX(R)
                                                  Europe                Saninova(R) by MAAX

Cabinetry                $44 million              Kitchen Dealers       MAAX Collection(R)
                         (9)%
                                                  Home Centers          Expressive Kitchen and
                                                                        Vanity (TM), Instant Kitchen
                                                                        and Vanities(TM), Express Plus
                                                                        Kitchen(TM)

Spas                     $54 million              Specialty Retailers   Coleman Spas(R), Elite Spas(R)
                         (10)%                                          by MAAX, MAAX Collection(R),
                                                                        California Cooperage(R)
                                                  Home Centers          Nahanni(R) Spas
</TABLE>

Industry Overview

Plumbing Fixtures Industry

         The U.S. plumbing fixtures industry, which is comprised of bathtubs,
showers, sinks, toilets and other fixtures, grew at a CAGR of 5.6% from 1995 to
2005. The bathtub and shower segment of the plumbing fixtures market, the
segment in which we primarily compete, is the largest and fastest growing major
segment of the market in terms of sales. In 2005, this segment generated
approximately $2.2 billion of sales, or 44% of total plumbing fixture sales, in
the U.S. The U.S. bathtub and shower fixtures market grew at a 7.2% CAGR from
1995 to 2005 and is expected to grow at a 3.9% CAGR from 2005 to 2015, as
compared to 2.5% for sinks, toilets and other plumbing fixture products for the
2005 through 2015 period. Within the U.S. bathtub market, the fastest growing
segments by material have been acrylic and gelcoat, the product categories in
which we compete. Acrylic and fiberglass gelcoat bathtubs grew at a 6.8% CAGR,
from 1995 to 2005, and are expected to grow at a CAGR of 3.5% from 2005 to 2015,
as compared to a CAGR of 1.8% for bathtubs manufactured from enameled cast iron,
enameled steel and other materials from 2003 to 2013. We estimate that the
Canadian bathroom fixtures industry is approximately 10% of the size of the U.S.
industry and has experienced similar trends.

                                       5
<PAGE>

Cabinetry Industry

         The U.S. cabinetry industry grew at a CAGR of 6.9% from $7.1 billion of
sales in 1995 to $12.1 billion in 2003. The U.S. cabinetry industry is expected
to experience similar attractive growth in the future fueled by an increasing
demand for larger remodeled kitchens, with an estimated CAGR of 6.7% from 2003
sales to projected sales of $16.7 billion in 2008. U.S. sales of semi-custom
kitchen cabinetry, the market in which we primarily compete, grew at a CAGR of
6.9% from $1.0 billion of sales in 1993 to $2.0 billion in 2003. The semi-custom
cabinet market is expected to grow at a CAGR of 6.9% from 2003 to 2008.

Spa Industry

         According to our estimates, the combined U.S. and Canadian spa industry
had approximately $1.8 billion of sales in 2004, up from $1.0 billion in 1998,
representing a CAGR of approximately 10.3%. In 2005, the industry experienced a
decline in sales due in part to a decrease in consumer discretionary spending
and poor weather conditions in some regions. We expect consumer trends and
demographics to restore growth to the spa industry in coming years.

General Industry Drivers

         The broad drivers of demand for the plumbing fixture and kitchen
cabinetry industries in the U.S. and Canada include consumer confidence,
availability of credit, housing sales, new housing starts and general economic
cycles. Historically, demand for remodeling products has typically been less
sensitive to these factors than new home construction. Demand for bathroom and
kitchen remodeling and new construction projects is driven by a number of
favorable trends, including (1) the increasing size of new U.S. homes, from an
average of 1,785 square feet in 1985 to an average of 2,425 square feet in 2005
for single-family housing, and the trend towards a greater number of bathrooms
per home and increased kitchen size; (2) the aging of the domestic housing
stock, with the median home age in the U.S. increasing from 23 years in 1985 to
more than 30 years in 2005; and (3) the overall growth in disposable income
among the aging baby boomer population that favors "cocooning" at home, which is
a trend that also drives spending on home renovations and demand for new spa
purchases.

Our Competitive Strengths

         We believe that our competitive strengths include the following:

Leading Market Positions

         We estimate that we are the number one manufacturer and distributor of
bathtubs and showers in Canada and the third largest in the U.S. In the combined
U.S. and Canadian bathtub and shower fixtures market, we estimate that our
market share for our core product categories (bathtubs, whirlpools, showers and
bathtub/shower surrounds) was approximately 15% in fiscal year 2006. Based on
our estimates, this would make us the second largest player in our product
categories in a generally fragmented industry. In Canada, we estimate having a
current market share of approximately 40% in our core product categories. We are
also a leading North American spa producer.

         We believe that we face limited exposure to imports due to the high
shipping costs associated with the bulky dimensions of our products, the short
lead times demanded by our customers, the semi-custom nature of our products and
the relatively low domestic labor content associated with their production.
Furthermore, as a result of environmental legislation, new permits to produce
gelcoat and acrylic products have become increasingly difficult to obtain, thus
benefiting established gelcoat and acrylic bathtub manufacturers such as our
company.

Positioned in Attractive Market Segments

         We focus almost exclusively on the residential housing market, in which
approximately 72% of total U.S. plumbing fixture sales in 2005 were generated.
Historically, a majority of industry-wide sales have been generated from the
remodeling market, which has generally been the most stable segment of the
residential housing market. In this respect, we believe that our sales are
generally consistent with those of the industry and, as a result, we believe our

                                       6
<PAGE>

sales are more resistant to economic swings and cycles than sales associated
with new home construction. Our products are primarily in the bathtub and shower
fixtures category, which is expected to grow in the U.S. at a CAGR of 3.9% from
2005 to 2015, as compared to 2.5% for sinks, toilets and other plumbing fixture
products. Specifically, our products compete in the acrylic and gelcoat bathtub
and shower fixtures segments. Acrylic and fiberglass gelcoat bathtub sales are
expected to grow at a CAGR of 3.5% from 2005 to 2015, as compared to a CAGR of
1.8% for enameled cast iron, enameled steel and other bathtub materials over the
same period.

North American Manufacturing Footprint and Strong Focus on Logistics

         With 18 manufacturing facilities strategically located in the U.S. and
Canada that produce our bathroom products, we are one of only two manufacturers
capable of producing both acrylic and gelcoat bathroom fixture products across
North America. Given the fragmented nature of the bathroom fixtures industry,
our broad footprint allows us the opportunity to compete and gain share from
regional players by leveraging our scale and established relationships with our
larger customer accounts in the U.S. and Canada. With such a broad footprint, we
are also able to optimize our logistics. Because of the bulky nature of our
products, transportation costs (approximately 7.4% of our gross sales in fiscal
year 2006) and delivery times are important factors that affect profitability,
pricing and customer service. As a result, we operate under a "circle of
profitability" philosophy, whereby the parameters for distribution are
determined by the distance and resulting freight costs involved, as well as the
dimensions of the particular product being shipped. We believe our emphasis on
logistics, our just-in-time manufacturing strategy and our footprint across
North America enable us to lower shipping costs, reduce required inventory
investment and increase the quality and consistency of our service.

Broad, Innovative Product Offering

         We manufacture and distribute a broad range of bathroom fixtures,
cabinetry products and spa, including the widest offering of bathtubs,
whirlpools and showers in the industry. We believe we have differentiated
ourselves from our competitors by introducing products with attractive and
distinctive features, including a strong focus on quality, comfort and ergonomic
design. This emphasis is reflected in such products as the Moonlight(R) bathtub,
the Stamina(R) shower, Signature Series by Jean-Claude Poitras(TM) kitchen
cabinets, Opulence(TM) shower doors and medicine cabinets, and MAAXIM Series(TM)
spas with powerful jets. In addition, our ability to consistently develop new,
innovative products has enabled us to both strengthen our product line in
existing categories and enter new business segments. Examples of unique product
innovations include the only True Whirlpool(R) bathtub, the Galvalume(R) Steel
sub structure, and an Integrated Energizing System for our high-end shower line.
To ensure that these new products meet customer needs and internal profitability
thresholds under our new product development initiative, teams of product
managers, designers, engineers, sales managers and communication specialists
track a project from idea to market. In addition, our research and development
department runs one of the few laboratories in North America that is
Underwriters Laboratories Inc., or UL(R), compliant, which allows for in-house
testing under UL(R) and thus enables product introductions within a shorter
timeframe than many of our competitors can achieve.

Multi-Channel Distribution Network Complemented by a Channel-Specific Product
Offering

         With respect to our bathroom operating segment, our broad distribution
network of over 2,300 customers encompasses wholesalers (approximately 65% of
net sales in fiscal year 2006) and retailers (approximately 35% of net sales in
fiscal year 2006). Sales to our extensive wholesaler and showroom distribution
network for our bathroom operating segment, including companies such as Ferguson
(Wolseley) and EMCO, are driven by our diverse, high quality product offerings
and our commitment to customer service. Our home center channel for our bathroom
operating segment, which includes such customers as Home Depot and Menards,
thrives on a broad product offering that features style, affordability and ease
of installation. Each of our distribution channels for our bathroom operating
segment is targeted with distinct sub-brands and high quality, value-added
products at appropriate price points. By offering a differentiated set of
products to wholesalers and showrooms, we enable our customers to enjoy higher
margins since their customers cannot readily compare products among wholesalers
and showrooms. This has helped us build strong customer loyalty. As testament to
this strategy, our relationships with each of our top 10 customers average a
decade or more, with some, including our relationship with Home Depot, extending
more than 15 years. Our relationships with our top 10 Canadian customers average
over 20 years, and these customers represent approximately 76% of our Canadian
sales annually. Our relationships with our top 10 U.S. customers average over 15
years, and these customers represent approximately 41% of our U.S. sales
annually.

                                       7
<PAGE>

Demonstrated Growth and Cash Flow Generation

         We have demonstrated consistently strong growth in revenue. Over the
past three fiscal years, net sales have grown at a CAGR of 2.3%. With generally
low working capital requirements, we expect to continue generating positive cash
flow that can be used to service debt. In addition, we invested over $137
million in our three business lines in the form of capital expenditures from
1998 to 2006.

Experienced and Committed Management Team

         We have built a strong, results-oriented and talented senior management
team. Our management is led by Andre Heroux, President and Chief Executive
Officer. Mr. Heroux joined MAAX Inc. in 1999 as Vice President, Operations and
was promoted to Chief Operating Officer later that year. He became our President
and Chief Executive Officer in 2001. Our management team is comprised of senior
managers with many years of experience building the business, augmented by
highly qualified personnel who have been recruited selectively in recent years
to strengthen the team. Management has a strong track record of execution,
including transforming our company into a market-driven organization that is
focused on developing new opportunities for increased cash flow generation and
growth. Furthermore, our management team owns approximately 8.0% of our equity
interests, including fully vested options and certain options granted to Mr.
Heroux, with the opportunity to significantly increase this ownership stake
through MAAX Holdings' stock option plan.

Our Strategy

Increase Market Share and Improve Product Mix

         We seek to increase our market share across all of our geographic
markets. With an estimated current market share of approximately 40% in our
core product categories in Canada, we intend to continue as the market leader by
leveraging our brand and scale. In North America, we intend to grow our share by
(1) leveraging our experience and deep relationships in the Canadian market, (2)
utilizing our recently expanded wholesale and showroom distribution platform,
our extensive manufacturing footprint and our national sales capabilities in the
U.S. and Canada to increase sales of our higher end products, and (3) continuing
to enhance our customer service capabilities by using our large fleet of trucks
and our just-in-time manufacturing strategy to improve delivery times and
overall customer satisfaction. In addition, we seek to improve our product mix
by continuing to develop innovative, value-added and high margin products for
our customers. Finally, we recently completed our "One-Stop-Shop" approach in
Canada, which enables customers to order a full bathroom product line from one
distribution center location with a single purchase order, delivery and invoice.
In the U.S., we are gradually implementing the same "One-Stop-Shop" approach and
we expect it to be completed in 2008. This unique system is expected to provide
our customers with cost savings and improved efficiency, and increase our market
share.

Continue to Pursue Operational Efficiencies and Maintain Low Cost Base

         We intend to continue to pursue operational efficiencies by leveraging
the enhanced scale provided by our past acquisitions, which has already led to
improved purchasing terms, greater sourcing of less expensive foreign raw
materials and increased use of automation and robotics for certain manufacturing
facilities. Under our Quality Control Program, we have implemented a structure
to standardize the procedures for each of our product lines in accordance with
the standards established for each of our distribution networks. By increasing
uniformity and adherence to best practices at each production facility, we have
already achieved an improvement in our gross margins and intend to realize
further improvement.

         Helping to guide these efforts is Arthur Byrne, our non-executive
Chairman of the Board and an Operating Partner of J.W. Childs Associates, L.P.,
who is a renowned expert in lean manufacturing.

Leverage MAAX(R) Brand

         We have adopted a master branding strategy based on the MAAX(R) name
and its reputation for high quality, innovation and style. We have focused on
creating a recognizable "brand name" that serves as an umbrella for a variety of

                                       8
<PAGE>

sub-brands within each of our product lines and each distribution network that
caters to specific consumer preferences. As part of this initiative, certain
brands have been eliminated and our overall product offering has been
streamlined to better target and penetrate our core market segments. We aim to
further leverage the strength of the MAAX(R) brand to sell our products in new
markets and facilitate new product introductions.

Grow Profitably Through Selective Acquisitions

         Given the fragmented nature of the markets in which we operate, as well
as our proven track record of integrating businesses, we may continue to
supplement our internal growth with selective strategic acquisitions. An area of
focus may be expansion of our bathroom product line into certain geographic
regions in the U.S. and Canada, enabling us to pursue further opportunities to
build scale.

Bathroom Products

         Our bathroom products include bathtubs, showers, whirlpools and
bathtub/shower surrounds as well as bathtub and shower doors and bathroom
furniture, including medicine cabinets and mirrors. These bathroom fixture
products are positioned primarily towards the mid- to high-end of the market.
Our bathtubs and showers are available with air jets, whirlpool massage systems
and/or steam systems. Other available features include the patented
Thermo-Acoustic system, which reduces noise and vibration normally associated
with bathing massage systems, and the Audiomax(R) music system.

         Our bathtub, shower and whirlpool product lines are manufactured using
acrylic, gelcoat or thermoplastic products. Our whirlpool massage systems are
factory assembled with most parts supplied by third parties. Our bathtub and
shower doors are manufactured using tempered glass and aluminum, the majority of
which are being imported from sources in China. Our medicine cabinets are made
from aluminum, mirrors and glass and our bathroom furniture is manufactured
using the same raw materials as our cabinetry products, as described below. As
part of our recent streamlining initiative towards a single MAAX-focused
branding strategy, all of our bathroom fixture products are sold under the
MAAX(R) brand name, with sub-brands supporting the particular products sold to
customers within each distribution network. See "-- Sales, Marketing and
Distribution" for a full list of bathroom fixture brand names.

Cabinetry

         Our cabinetry products are primarily "semi-custom" and produced on a
"made-to-order," "just-in-time" basis using wood and particleboard. Significant
price differentiation is evidenced by the price of "stock" cabinets, which can
cost as little as one-third of the cost of "semi-custom" products. "Semi-custom"
products have a broader selection of door and drawer styles, sizes, finishes and
accessories than "stock" cabinets, while fully "customized" cabinetry is made to
customer specifications. Cabinets are also divided into face frame and frameless
categories across all levels of customization. Face frame cabinets, which are
more common in the U.S. market, have door hinges attached to a rectangular frame
in front of the cabinet box. On frameless cabinets, the focus of our business,
the door hinges are mounted inside the cabinet box. Frameless cabinets, which
are generally considered to be more European in style, are popular in Canada and
primarily serve a niche, high-end market in the U.S. Frameless cabinets have
shorter lead times for production than face frame cabinets. Our cabinet products
are marketed as mid- to higher-end "semi-custom" kitchen cabinets and bathroom
vanities.

Spas

         Our spa products category encompasses all operations related to the
manufacture of spas and uses similar raw materials as our bathroom products. Our
spa products are marketed under the names Coleman Spas(R), Elite Spas(R) by
MAAX, Nahanni(R) Spas, MAAX Collection(R) and California Cooperage(R). The
Coleman Spas(R) line consists of mid- to high-end products produced by us under
a license from The Coleman Company Inc. for the use of the trademark Coleman(R)
and certain other trademarks. The Elite Spas(R) by MAAX brand consists of low-
to high-priced spas, the Nahanni(R) Spas brand consists of low-to mid-priced
spas and the California Cooperage(R) brand is comprised of low-priced spas.

                                       9
<PAGE>
<TABLE>
<CAPTION>

                                                       Net Sales Product Category (1)

                                                          Combined Periods from
                                                         March 1, 2004 to June 3,
                                                         2004 and June 4, 2004 to
                     Fiscal Year Ended 2004                   February 28, 2005                   Fiscal Year Ended 2006
              ------------------------------------   ------------------------------------   -------------------------------------
                  U.S.       Canada      Overseas       U.S.        Canada      Overseas        U.S.      Canada        Overseas
              ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------    ----------
                                                         (dollars in millions)
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>
Bathroom .... $    274.5   $    104.5   $     16.0   $    271.8   $    122.4   $     18.9   $    280.9   $    127.6    $     16.7
Cabinetry ...       28.1         12.0           --         30.0         13.3           --         26.4         17.3            --
Spas ........       39.7         13.2          1.0         37.1         16.9          2.1         35.5         15.8           2.6
              ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Total ... $    342.3   $    129.7   $     17.0   $    338.9   $    152.6   $     21.3   $    342.8   $    160.7   $      19.3
              ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========   ===========
</TABLE>

(1)  Net sales by product category and geographic regions set forth above are
     based on management's calculations derived from our audited financial
     statements.

Manufacturing

         Our manufacturing strategy is based on parameters for distribution,
which are determined by the shipping distance, freight costs and the product
being shipped. We operate 13 plants in the U.S., seven plants in Canada and one
plant in the Netherlands. The Aker acquisition provided us with additional
flexibility to reallocate production according to demand, thereby enabling us to
improve reaction and delivery times, while reducing freight costs. Further, to
satisfy demand for value-added products from Aker's wholesale distribution
network, we converted two of our existing manufacturing facilities to produce
Aker products under the MAAX Aker(R) name.

         We have also adopted other manufacturing strategies, including
increased plant automation and robotics, cost-effective foreign sourcing of
certain raw materials and a quality control program designed to ensure product
and process standardization for each of our product lines and all distribution
networks. In addition, we have implemented in Canada and are in the process of
implementing in the U.S. a management network utilizing the SAP(R) management
information system for our bathroom products. By increasing uniformity and
adherence to our set standards at each production facility, we believe we will
increasingly be able to produce uniform products from the various plants and
continue to realize improved gross margins per plant.

         Critical to the manufacture of high quality products is the
collaboration of our research and development team with external suppliers to
develop raw materials with characteristics yielding products meeting the highest
standards of resistance, durability and finish. Raw materials required to
manufacture our products include resin, polyester, fiberglass, acrylic, high
impact polystyrene, Acrylonitrile Butadiene Styrene, or ABS, plastic,
thermoplastic, aluminum, steel, tempered glass, wood and particleboard, pumps,
accessories and packaging materials. We purchase resin and polyester from
various suppliers in both Canada and the U.S. Fiberglass is purchased from
different suppliers in North America and Asia. Three manufacturers supply us
with acrylic and other thermoformable sheets. There are multiple suppliers of
pumps used, which are manufactured in North America and Asia. Aluminum, steel
and tempered glass are purchased from Canadian, U.S. and Asian suppliers. Wood
is purchased primarily from local suppliers. Packaging materials are supplied
locally.

Sales, Marketing and Distribution

         The marketing and sales teams within each of our three business
categories focus on specified distribution networks and MAAX sub-brands.

         Our bathroom products are distributed to customers through three
distribution networks -- wholesalers, showrooms and home centers. The customers
in these three distribution networks tend to demand a different yet overlapping
selection of our products, which are marketed under 11 different MAAX(R)
sub-brands to target the particular customer segment.

                                       10
<PAGE>
<TABLE>
<CAPTION>

                          Product and Customer Summary

                                                     Distribution
                                                     Channels/
  MAAX Sub-Brand              Products               Customers             Positioning
------------------------  ---------------------   ---------------------  ------------------
<S>                        <C>                    <C>                     <C>
MAAX COLLECTION(R)......  Bathtubs, showers,      Wholesalers with        High-end bathroom
                          whirlpool and shower    showrooms and           solutions for
                          systems                 independent showrooms   professional
                                                                          remodeling

MAAX PEARL(R)...........  Whirlpool bathtubs      Wholesalers with        Wellness bathware
                          and shower systems      showrooms and           for active people
                                                  independent showrooms

MAAX BARRIER FREE.......  Specialty showers and   Wholesalers,            Solution for
                          tub showers for the     contractors, building   physically
                          physically challenged.  contractors             challenged people

MAAX AKER(R)............  Bathtubs, showers,      Wholesalers,            Premium builder
                          tub showers,            contractors, building   line for new home
                          whirlpool tubs, air     contractors             construction
                          pools (acrylic and
                          gelcoat)

MAAX VILLA(R)...........  Bathtubs, showers,      Wholesalers,            Competitive builder
                          tub showers,            contractors, building   line for new home
                          whirlpool tubs          contractors             construction
                          (acrylic and gelcoat)

MAAX(R) Tub & Shower      Tub doors, shower       Wholesalers with        Mid- to high-end
Doors, Shower Walls &     doors, shower walls     showrooms and
Bases...................  and bases               independent
                                                  showrooms, glass shops

MAAX(R) Medicine          Medicine cabinets,      Wholesalers with        Mid- to high-end
Cabinets................  mirrors, lights         showrooms and
                                                  independent showrooms

Premium by MAAX(R)......  Bathtubs, showers,      Home Depot              Do It Yourself
                          whirlpools, tub                                 Renovation
                          surrounds, shower
                          kits, laundry tubs

Advanta by MAAX(R)......  Bathtubs, showers,      Home centers other      Do It Yourself
                          whirlpools, tub         than Home Depot         Renovation
                          surrounds, shower
                          kits, laundry tubs

Keystone by MAAX(R).....  Shower doors and        Home Depot and          Do It Yourself
                          medicine cabinets       builders                Renovation
                                                  (approximately 10% of
                                                  Keystone sales)

SANINOVA(R) by MAAX.....  Whirlpools, steam       Showrooms, original     Do It Yourself
                          cabins, shower bases    equipment               Renovation
                                                  manufacturers (in
                                                  Europe only)
</TABLE>

         In the U.S. we are currently focused on the implementation of a
"One-Stop-Shop" supply chain approach for bathroom customers in each of our
distribution channels, a process that has already been implemented in Canada.
This entails implementing a logistics and inventory management system that will
provide customers with the ability to order multiple products from one
distribution center location with a single purchase order, delivery and invoice.
Our U.S. sales force is being realigned with a national orientation and our
sales force in Canada has been trained to offer our complete product offering.

         An ongoing initiative is to augment Aker's gelcoat products with our
acrylic lines to create a MAAX Aker(R) wholesale brand in the U.S. for
distribution through Aker's wholesale and showroom network. Aker's top tier
wholesale network is being utilized to sell our higher margin product
categories, such as MAAX Collection(R) bathtub units, MAAX Pearl(R) whirlpools,
MAAX(R) shower doors and MAAX(R) medicine cabinets and provides us with a
cross-selling opportunity.

         To enhance our market coverage and leverage our brand equity, we market
our cabinet products under various brand names. Four of our major brands are
MAAX Collection(R), Expressive Kitchen and Vanity (TM), Instant Kitchen and

                                       11
<PAGE>

Vanities(TM) and Express Plus Kitchen(TM). The MAAX Collection(R) products are
sold to kitchen dealers. The Expressive Kitchen and Vanity(TM) and Instant
Kitchen and Vanities(TM) lines are sold to Home Depot in Canada and Express Plus
Kitchen(TM) brand is sold to other home centers in Canada. In fiscal year ended
February 28, 2006, 57% of our sales were to specialty kitchen cabinet
distributors, kitchen dealers and building contractors for large commercial
projects and the balance of our cabinetry products were sold to home centers,
including Home Depot in Canada, Rona and Reno Depot.

         Our spa products are marketed under our Coleman Spas(R) by MAAX, Elite
Spas(R) by MAAX, Nahanni(TM) Spas and Savannah Spas(R) brand names and primarily
distributed through a network of spa and pool retailers and home improvement
centers. Coleman Spas(R) by MAAX are sold through backyard, pool and spa
specialty retailers in the U.S., Canada and Europe. The Elite Spas(R) by MAAX
sub-brand is distributed to backyard, pool and spa specialty stores and
showrooms throughout North America. Primary customers of this brand are Spa
Depot in the U.S. and Club Piscine and Pioneer Pools in Canada. Nahanni(TM) Spas
are also sold through Home Depot in Canada and are targeted toward first-time
and price conscious spa purchasers.

         Our spas business, and to a lesser extent, our other businesses
experience seasonal business swings, which correspond to the North American
seasons. Unusually prolonged periods of cold, rain, blizzards, hurricanes or
other severe weather patterns could delay or halt renovation and construction
activity. Generally, sales in each of the first three quarters of our fiscal
year generate a significantly greater percentage of our total annual sales as
compared to the fourth quarter of our fiscal year. This seasonality requires
that we manage our cash flows over the course of the year.

         Our marketing unit is comprised of approximately 30 employees.
Individual marketing teams within the marketing unit prepare and review annual
marketing plans by channel of distribution with objectives and an action plan
for each brand. Each team operates autonomously with support from corporate
marketing, which assists in defining our global marketing strategies and
direction. Each marketing team oversees market analysis, sector strategies and
new product planning, and develops sales programs and monitors profitability
with our sales force.

         In conjunction with our brand consolidation initiative, we have
completed a consolidation of our sales force to provide national sales coverage
in the U.S. and Canada through our own sales force and a combination of external
agency sales representatives. Our sales representatives have been placed in most
key regions in the U.S. and Canada, based on customer demand, and have been
trained to market to their customers our full product offering. Business plans
are prepared by region, distribution network and major customer.

         Our products are sold by our sales force or by external agency sales
representatives, depending upon the region of distribution. We distribute our
products through our own sales force in most provinces of Canada. In the U.S.,
sales agencies are used within each of the business sectors. Generally, these
sales agencies employ five to ten representatives, each of whom is responsible
for covering two or three states. These sales agencies are not permitted to sell
products that compete directly with our products.

        Sales Force Breakdown by Product Category as of February 28, 2006

                                    Bathroom   Cabinetry     Spa
                                    --------   ---------    -----
         MAAX Sales Managers           18          3          7
      MAAX Sales Representatives       30          11         5
      Independent Sales Agencies       49          9          6
          Independent Agency
           Representatives             355         19         2


         Our sales representatives are compensated through a base salary and
potential bonus, based upon achievement of certain sales growth, product mix and
margin targets. Sales agency representatives receive commission-based
compensation.

                                       12
<PAGE>

Raw Materials and Suppliers

         We purchase a broad range of raw materials and components throughout
the world in connection with our manufacturing activities. Major raw materials
and components include resin, fiberglass, acrylic, high impact polystyrene, ABS
plastic, thermoplastic, aluminum, steel, tempered glass, wood and particleboard,
pumps, accessories and packaging materials. Our policy is to maintain, wherever
possible, alternate sources of supply for our important raw materials and
components and, consequently, we are not dependent on a single supply source for
any raw material or component. The raw materials and components required for our
manufacturing operations have been generally readily available.

Competition

Bathroom

         We are a leading player in the North American bathtub and shower
segment, with a leadership position in the Canadian market and a number three
position in the U.S. In the combined U.S. and Canadian bathtub and shower
fixtures market, we estimate that our market share for our core product
categories (bathtubs, whirlpools, showers and bathtub/shower surrounds) was
approximately 15% in fiscal year 2006. This made us the second largest player in
these product categories in a generally fragmented industry. Our share of fiscal
year 2006 Canadian sales in our core product categories is estimated to be
approximately 40%. Our market shares are higher in the geographic regions where
we have had a longer historical presence.

         We compete against a large number of companies in the bathroom industry
including several multinationals, such as Kohler, American Standard, Jacuzzi
Brands, Lasco (a division of Tomkins Plc) and the Aquaglass, Mirolin and ASB
divisions of Masco. We believe that our innovative product design, the
efficiency of our distribution network and our high level of customer service
set us apart from our competitors. In addition, through our broad North American
footprint, we offer a full range of bathroom fixture products, cabinetry
products and spas to our customers. Our customers are able to enjoy the
convenience of coordinating with a single supplier.

         We believe that the quality, price and value of our products, their
design, our development of new technologies through research and development,
and our strategic expansion across the U.S. and Canada provide us with a
competitive edge in the bathroom fixtures market. Market trends indicate
sustained growth in demand for our core products, and we believe our broad,
innovative product offering will enable us to take advantage of this projected
increase in demand.

Cabinetry

         In the highly fragmented U.S. cabinet industry, there are several large
and hundreds of smaller competitors, with the top four participants, Masco,
Fortune Brands (MasterBrand Cabinets, Omega, Schrock), American Woodmark and
Elkay, accounting for approximately 27% of industry sales. Other competitors
include Norcraft, Republic National, Armstrong, Cardell and Wood-Mode brands.
Kitchen and Bath Business estimates that we are the 25th largest cabinet
manufacturer in North America with a 0.3% share of overall industry sales in
2003.

         The cabinet industry's largest players made numerous acquisitions in
recent years in order to serve larger accounts, broaden product lines and price
points and expand and diversify distribution networks. Consolidation is expected
to continue given the largely fragmented nature of the industry.

         Competition in the cabinet sector focuses on service, product styling
and performance, quality and delivery times. Customers tend to be less sensitive
to price, resulting in strong margins in the sector. Dealer loyalty and the
range/extent of product offerings play a key role given the high degree of
product differentiation among manufacturers.

                                       13
<PAGE>

Spa

         We are a leading North American spa manufacturer with an estimated 4%
share of industry sales in the combined U.S. and Canadian spa market. The
industry remains highly fragmented with over 100 spa manufacturers in North
America. The majority of our competitors are small regional suppliers who
individually hold less than 20% of the spa market. Our leading competitors are
Jacuzzi Brands, Watkins Manufacturing (a division of Masco) and Cal Spas. We
produce and market Coleman Spas(R), under a license from The Coleman Company
Inc., and Elite Spas(R) by MAAX to specialty retailers, as well as Nahanni(R)
Spas to Home Depot. We manufacture spas out of a strategically located facility
in Chandler, Arizona.

Research and Development

         Our research and development team focuses on the manufacturing process
and product design in order to develop innovative products using the latest
technology. We also work with our suppliers to develop raw materials with
characteristics meeting the highest standards of resistance, durability and
finish. In addition, we have implemented an automation program for certain
manufacturing plants.

         We operate four research and development centers, the largest located
in Sainte-Marie, Quebec. We have a product development team dedicated
exclusively to designing and developing our product lines. These employees work
in collaboration with the sales and marketing departments to develop new
products and products that are complementary to existing product lines.

         In recent years, we have developed several new products, including
whirlpools, showers, spas and kitchen cabinet models. We spend approximately
0.6% of our consolidated net sales on research and development annually. In
April 2004, we launched the Urban(R) minimalist bathroom series, a full product
line including bathtubs, showers, massage systems, medicine cabinets and
lighting with uptown style and ultra-modern design.

         All of our bathtubs, showers, whirlpools and spas are certified by at
least one of the following certification organizations: CSA(R), UL(R), IAPMO(R),
ULI, ETL(R), WARNOCK HERSEY, USTC(R) and NAHB. We are one of the few
laboratories in North America that is UL(R) compliant, which allows for in-house
testing under UL(R) and thus enables product introductions within a shorter
time-frame than many of our competitors.

Environmental Matters

         Our operations are subject to extensive Canadian (federal, provincial
and local), U.S. (federal, state and local) and foreign environmental laws and
regulations relating to, among other things, the generation, storage, handling,
emission, transportation and discharge of contaminants or regulated materials or
substances into the environment. Permits are required for certain of our
operations, and these permits are subject to revocation, modification and
renewal by issuing authorities. Non-compliance with applicable requirements may
result in civil, administrative or criminal enforcement action that may entail
damages, fines, costs or the entry of injunctions, or all of the preceding. For
example, we received a summons from the West Virginia Department of
Environmental Protection alleging violation of permitting and air emission
requirements, relating to the operation of an air control device under a Title V
permit at our facility in Martinsburg, West Virginia. We resolved this matter in
2005 and paid a fine equal to $47,000. Aside from this matter, which is settled
and closed, we believe we are in substantial compliance with applicable
environmental requirements.

         We may also incur liability and costs for investigation and clean-up of
soil or groundwater contamination on or emanating from currently or formerly
owned and operated properties, or at offsite locations at which we have disposed
or arranged for disposal of contaminants or regulated materials where we are
identified as a responsible party. For example, we are in the process of
completing remediation activities at our facility in Tring-Jonction, Quebec
following an investigation made in 2004, which revealed soil and groundwater
impacts relating to former gasoline and heating oil tanks onsite. We do not
expect this remediation to require expenditures that will have a material
adverse effect on our results of operation or financial condition.

                                       14
<PAGE>

         We also do not expect the costs to comply with existing environmental
laws and enforcement policies to be material. However, the requirements of such
laws and enforcement policies have generally become more stringent over time.
Also discovery of currently unknown conditions could require responses that
would result in significant liabilities and costs. Accordingly, we are unable to
predict the ultimate costs of compliance with or liability under environmental
laws.

Employees

         We had approximately 3,400 employees as of February 28, 2006, including
1,700 in Canada, 1,600 in the U.S. and 75 in Europe.

         Currently, approximately 1,100 of our production line employees,
located primarily in Canada, are unionized through affiliations with
Confederation des syndicats nationaux, Centrale des syndicats democratiques or
the Teamsters Union. Employees represented by these unions are subject to seven
collective bargaining agreements and work at seven of our manufacturing
facilities, one agreement which is with a local union in the U.S. and the
remaining six are in Canada. Two collective bargaining agreements expired on
December 31, 2005, and one is scheduled to expire on May 31, 2006. The parties
are currently negotiating renewals for these three bargaining agreements. We
have not experienced any significant work stoppages in the last ten years, and
we believe that our relations with our employees and our unions are good.

Intellectual Property

         We use a broad range of trademarks, of which approximately 150 are
registered or pending registration in the U.S., Canada, Europe, Taiwan and
Thailand. We believe that certain trademarks including MAAX(R) are of material
importance to our product lines. We also own approximately 65 patents and
industrial designs, registered or pending registration in the U.S., Canada and
Europe. Although protection of our patents and related technologies is an
important component of our business strategy, none of the individual patents is
material to our business.

         In addition, we have a license from The Coleman Company Inc. for use of
the mark Coleman(R) and certain other trademarks in association with our spa and
related products that expires in October 2008. We also have a license from
Altura Leiden Holding B.V. for use of a shower enclosure patent, which will
expire in September 2006 and become public domain. Thus, this license shall
cease simultaneously and we do not expect it will result in an adverse effect on
our business.

Recent Developments

         As part of a plan designed to improve our profit margins in the
bathroom and spa operating segments, that were affected by excess capacity, we
closed our plants located in Anjou, Quebec and Beamsville, Ontario, in December
2005 and February 2006, respectively. We believe that these closures will
optimize our plant capacity and increase our competitive position.

         Due primarily to a continued increase in raw material prices,
specifically, the prices of oil, resin, acrylic, gelcoat and aluminum, and poor
performance at our non-core cabinetry and spa sectors due to the stronger
Canadian dollar and implementation of a turnaround plan for the cabinetry
sector, and due to seasonal slowdown for the spa sector, we determined that it
was likely that Beauceland and MAAX Corporation would not satisfy the interest
coverage ratio, fixed charge coverage ratio and/or leverage ratio financial
covenants set forth in MAAX Corporation's senior secured credit facility for the
quarter ending May 31, 2006. To avoid the possibility of defaulting under MAAX
Corporation's senior secured credit facility in such event, on May 30, 2006, we
entered into an amendment to MAAX Corporation's senior secured credit facility,
which provides that, if our Sponsors, certain of their affiliates and/or members
of management invest at least $7.0 million directly or indirectly in the common
equity of MAAX Corporation by July 15, 2006, the lenders will waive any such
default. Our Sponsors have provided us with an equity commitment letter,
pursuant to which they have agreed to make such investment. See Item 13.
"Certain Relationships and Related Party Transactions -- Equity Commitment
Letter." MAAX Corporation has agreed that the aggregate outstanding amount of
loans and letters of credit under the revolving portion of MAAX Corporation's
senior secured credit facility will not exceed C$30 million until such
investment is made. In addition, the amendment increased the applicable margin
of the term loan A to 2.75%, based on a grid pricing. The amendment also
incoporates a new provision that allows MAAX Corporation in the future to
utilize certain cash contributions to its common equity to cure a failure to
satisfy the interest coverage ratio, fixed charge coverage ratio and/or leverage
ratio financial covenants set forth in MAAX Corporation's senior secured credit
facility. The cash contributions received would be deemed to increase
Consolidated Adjusted EBITDA, and the financial covenants would then be
recalculated using the increased Consolidated Adjusted EBITDA amount. If after
such recalculation MAAX Corporation were in compliance with the subject
covenants on a pro forma basis, MAAX Corporation would be deemed to have been in
compliance therewith as of the relevant test date. MAAX Corporation may only
utilize this cure right twice during each period of four consecutive fiscal
quarters, and in each period of eight consecutive fiscal quarters, there must be
at least four consecutive fiscal quarters in which such cure right is not
utilized.

                                       15
<PAGE>

Available Information

         We filed a registration statement on Form S-4, as amended, with the SEC
with respect to the exchange of all of MAAX Holdings' US$170,689,000 principal
amount at maturity 11.25% senior discount notes due 2012. Filed as exhibits to
the registration statement and as exhibits to this report are complete copies of
the material contracts described herein and therein. The registration statement
and exhibits thereto and this report and exhibits thereto may be inspected
without charge at the public reference facilities maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available at the SEC's website at http://www.sec.gov and at our own website at-
http://www.maax.com. You can also obtain a copy of any of our filings, at no
cost, by writing to or telephoning us at the following address or telephone
number: MAAX Holdings, Inc., 9224 73rd Avenue North, Brooklyn Park, Minnesota
55428, (800) 328-2531.

                                       16
<PAGE>

         Under the terms of the indenture governing the senior discount notes,
we have agreed that, whether or not required by the rules and regulations of the
SEC, so long as any of such notes are outstanding, we will furnish to the
holders of the notes (i) all information that would be required to be contained
in a filing with the SEC on Forms 10-K and 10-Q, if we were required to file
such Forms and, with respect to the annual information only, a report thereon by
our independent auditors and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K, if we were required to file such reports. In
addition, we will post all reports on the website of MAAX Holdings or MAAX
Corporation no later than the date such information is required to be furnished
to holders and keep all such reports available on such website for a period of
one year from the date of such posting. In addition, we have agreed that, for so
long as any senior discount notes remain outstanding, we will furnish to the
holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

Item 1A.  Risk Factors

         You should carefully consider the following risks and the other
information in this Annual Report on Form 10-K.

                          Risks Related to Our Business

Interruptions in deliveries of raw materials or finished goods and/or increased
prices for raw materials or finished goods used in our products could adversely
affect our profitability, margins and revenues.

         We require a regular supply of resin, polyester, fiberglass, acrylic,
high impact polystyrene, ABS plastic, thermoplastic, aluminum, steel, tempered
glass, wood and particleboard, pumps, accessories and packaging materials. Our
dependency upon regular deliveries from particular suppliers means that
interruptions or stoppages in such deliveries could adversely affect our
operations until arrangements with alternate suppliers could be made. If any of
our suppliers were unable to deliver materials to us for an extended period of
time, or if we were unable to negotiate acceptable terms for the supply of
materials with these or alternative suppliers, our business could suffer. We may
not be able to find acceptable alternatives, and any such alternatives could
result in increased costs for us. Even if acceptable alternatives are found, the
process of locating and securing such alternatives might be disruptive to our
business.

         In addition, our profitability is affected by the prices of the raw
materials and finished goods used in the manufacture of our products. These
prices may fluctuate based on a number of factors beyond our control, including,
among others, world oil prices, changes in supply and demand, general economic
conditions, labor costs, competition, import duties, tariffs, currency exchange
rates and, in some cases, government regulation. We have a few long-term supply
contracts for certain of the raw materials and finished goods used in the
manufacture of our products. These contracts provide for periodic review of
prices and some provide a pricing calculation method dependent upon variables in
the market. This means that we are subject to changes in the prices charged by
our suppliers. The commodities we use may undergo major price fluctuations and
there is no certainty that we will be able to pass these costs through to our
customers. Significant increases in the prices of raw materials or finished
goods are more difficult to pass through to customers in a short period of time
and may negatively impact our short-term profitability, margins and revenues.
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk --
Commodity Price Risk."

We operate in a very competitive business environment, which could cause us to
fail to maintain our market share and customers.

         The home improvement products business is highly competitive. We
compete against large international and national players, as well as many
regional competitors. Some of our principal competitors may be less highly
leveraged than we are and have greater financial, marketing and distribution
resources than we do. Accordingly, these competitors may be better able to
withstand changes in conditions within the industries in which we operate,
including increased competition from imported products, and may have
significantly greater operating and financial flexibility than we do. These
competitors could increase their market share and cause us to lose business from
our customers.

                                       17
<PAGE>

         As a result of this competitive environment, we face and will continue
to face pressure on sales prices of our products from competitors, as well as
from large customers. As a result of these pricing pressures, we may in the
future experience reductions in our profit margins, revenues or sales, and may
be unable to pass on future raw material price or labor cost increases to our
customers which would also reduce profit margins. In addition, we will need to
invest continuously in manufacturing, customer service and support, marketing
and our sales force. We may not be able to maintain or increase either current
market share of our products or our price and operating margins successfully in
the future.

Downward trends in the housing sector and in general economic conditions could
negatively impact our financial performance.

         Trends in the housing sector directly impact our financial performance
because demand for bathroom products, cabinetry products and, to a lesser
extent, spas is influenced by the level of repair and remodeling activity in
existing homes and new home construction activity. Accordingly, the strength of
the U.S. and Canadian economies, the age of existing home stock, housing sales,
job growth, interest rates, consumer confidence, gross domestic product levels,
employment rates and the availability of consumer credit, as well as demographic
factors such as immigration into North America and migration of the population
within North America have a direct impact on our business. Cyclical declines in
new housing starts, housing sales or demand for replacement home improvement
products may result in certain products falling out of favor, in homeowners
delaying home improvements and in potential new home buyers delaying the
purchase or construction of a new home, all of which could result in decreased
demand for our products and reductions in our profitability, product margins and
revenues. Any such reductions may be material and may continue for an
indeterminate period of time.

Increases in interest rates and the reduced availability of financing for home
improvements may decrease the demand for our products and could have a material
adverse impact on our financial performance.

         In general, demand for home improvement products may be adversely
affected by increases in interest rates and the reduced availability of
financing. If interest rates increase and, consequently, the ability of
prospective buyers to finance purchases of home improvement products is
adversely affected, it may be difficult for us to generate cash flows and
revenues sufficient to support our business.

Because we depend on a core group of significant customers, we may be negatively
affected if our key customers reduce the amount of products they purchase from
us.

         Our customers consist mainly of wholesalers, showrooms, and home
centers. Our top 10 major customers together accounted for approximately 43% of
our consolidated gross sales in fiscal year 2006, while our largest customer,
Home Depot, accounted for approximately 21% of our consolidated gross sales in
fiscal year 2006, a decrease from approximately 20% in fiscal year 2005. We
expect that a small number of customers will continue to account for a
substantial portion of our gross sales for the foreseeable future. We do not
have long-term contracts with any of our customers and they may not continue to
purchase our products.

         The loss of, or a diminution in, our relationship with Home Depot or
any other major customer could cause a decrease in our revenues. Our competitors
may adopt more aggressive sales policies and devote greater resources to the
development, promotion and sale of their products than we do, which could result
in a loss of customers. The loss of, or a reduction in orders from, any
significant customers, losses arising from customer disputes regarding
shipments, fees, merchandise condition or related matters, or our inability to
collect accounts receivable from any major customer, could impede our ability to
generate revenues. In addition, revenue from customers that have accounted for
significant revenue in past periods, individually or as a group, may not
continue, or if continued, may not reach or exceed historical levels in any
period.

                                       18
<PAGE>

We are exposed to political, economic and other risks that arise from operating
a multinational business that may make it difficult for us to conduct our
international operations.

         We have operations in the U.S., Canada and, to a lesser extent, Europe.
Further, certain of our businesses obtain raw materials and finished goods from
foreign suppliers. Accordingly, our business is subject to political, economic
and other risks that are inherent in operating in numerous countries. These
risks include:

         o        the difficulty of enforcing agreements and collecting
                  receivables through foreign legal systems;

         o        trade protection measures and import or export licensing
                  requirements;

         o        tax rates in foreign countries and the imposition of
                  withholding requirements on foreign earnings;

         o        the imposition of tariffs or other restrictions;

         o        difficulty in staffing and managing widespread operations and
                  the application of foreign labor regulations;

         o        required compliance with a variety of foreign laws and
                  regulations; and

         o        changes in general economic and political conditions in
                  countries where we operate.

         Our business success depends in part on our ability to anticipate and
effectively manage these and other risks. These and other factors may make our
international operations more expensive to operate or may make our business as a
whole less profitable.

Environmental requirements may impose significant environmental compliance costs
and liabilities on us.

         Our operations are subject to numerous Canadian (federal, provincial
and local), U.S. (federal, state and local) and foreign laws and regulations
relating to pollution and the protection of the environment, including those
governing emissions to air, discharges to water, storage, treatment and disposal
of waste, releases of contaminants or hazardous or toxic substances, remediation
of contaminated sites and protection of worker health and safety. From time to
time, our facilities are subject to investigation by governmental regulators.
Our efforts to comply with environmental requirements do not remove the risk
that we may be subject to civil, administrative or criminal enforcement actions
and as a result be held liable, be subject to an order or incur costs, fines or
penalties, and that the amount of liabilities, costs, fines or penalties may be
material, for, among other things, releases of contaminants or hazardous or
toxic substances occurring on or emanating from current or formerly owned or
operated properties or any associated offsite disposal location, or for
contamination discovered at any of our properties from activities conducted by
us or by previous occupants.

         We do not believe we will be required under existing environmental laws
and enforcement policies to expend amounts that will have a material adverse
effect on our results of operations or financial condition. The requirements of
such laws and enforcement policies, however, have generally become more
stringent over time. Changes in environmental laws and regulations or their
enforcement or the discovery of previously unknown contamination or other
non-compliance with environmental laws and regulations relating to our
properties and operations could result in significant environmental liabilities
or costs which could require us to make significant expenditures of capital or
other resources. In addition, we might incur increased operating and maintenance
costs and capital expenditures and other costs to comply with increasingly
stringent air emission control laws or other future requirements, for example,
as applicable to our styrene emissions, which would decrease the cash flow
available to service our indebtedness. Also, discovery of currently unknown
conditions could require responses that would result in significant liabilities
and costs. Accordingly, we are unable to predict the ultimate costs of
compliance with or our potential liability under environmental laws.

                                       19
<PAGE>

Fluctuating exchange rates could adversely affect our profitability and
revenues.

         Our profitability and revenues may be adversely affected by fluctuating
exchange rates. We are subject to currency exchange rate risk to the extent that
some of our costs are denominated in currencies other than those in which we
earn revenues. In addition, since our financial statements are denominated in
U.S. dollars, changes in currency exchange rates between the U.S. dollar and
other currencies have had, and will continue to have, an impact on our
profitability and revenues. An appreciation in the Canadian dollar could result
in lower earnings or higher selling prices for our products that are
manufactured in Canada and sold in the U.S. market and possibly a decrease in
sales. Currency exchange rate fluctuations may adversely affect our
profitability and revenues. See "Item 7A. Quantitative and Qualitative
Disclosures About Market Risk -- Currency Exchange Risk."

Changes in consumer preferences for new and different product lines could reduce
the amount of revenues our business generates.

         Our business in general is subject to changing consumer and industry
trends, demands and preferences. Our continued success depends largely on the
introduction and acceptance by our customers of new product lines and
improvements to existing product lines that respond to such trends, demands and
preferences. Trends within the industry change often and our failure to
anticipate, identify or react to changes in these trends could lead to, among
other things, rejection of a new product line and reduced demand and price
reductions for our products, and could reduce the amount of revenues our
business generates. In addition, we may not have sufficient resources to make
necessary investments or we may be unable to make the investments necessary to
develop new products or improve our existing products to maintain our market
position.

Consolidation of our customers could cause us to reduce prices and create price
competition.

         We believe that there is a trend among our customers to increase in
size and market power. If this trend continues, they may be able to exert
pressure on us to reduce prices and create price competition. If our customer
base were to consolidate, competition for the business of fewer customers would
intensify. If we do not provide product offerings and price points that meet the
needs of our customers, or if we lose a substantial amount of our customer base,
our profitability, margins and revenues could decrease.

We rely on independent sales representatives, the loss of whom could adversely
affect our sales to customers.

         In the U.S., we depend on the services of independent sales
representatives to sell the majority of our products and to provide services and
aftermarket support to our customers. The sales representative agreements are
typically cancelable by the sales representative or us at any time or after a
short notice period. The loss of a substantial number of these relationships, or
our failure to maintain good relationships with these sales representatives,
could materially reduce our sales and profits.

We are exposed to product liability claims which may not be adequately covered
by insurance.

         We face an inherent business risk of exposure to product liability
claims in the event that the use of any of our products results in personal
injury or property damage. In the event that any of our products proves to be
defective, we may be required to recall, redesign or retrofit such products.
Coverage under our insurance policies may not be adequate to cover existing or
future product liability claims against us. Liability insurance in our industry
is expensive, difficult to maintain and may be unobtainable in the future on
acceptable terms or at all. Furthermore, any significant claims made against us
could result in negative publicity against us, which could adversely affect our
sales and increase our costs.

We may not be able to identify attractive acquisition candidates, successfully
integrate any acquired operations or realize the intended benefits of any
acquisitions, any of which could cause us to fail to achieve our growth
objectives.

         Part of our strategy is to capitalize on the fragmented market for
bathroom products by making selective strategic acquisitions. We continuously
evaluate potential acquisitions and are engaged from time to time in discussions

                                       20
<PAGE>

with sizable and smaller acquisition candidates. Suitable acquisition candidates
may not be identified and acquired in the future, the financing or necessary
consents for any such acquisitions may not be available on satisfactory terms or
at all and we may not be able to accomplish our strategic objectives in making
any such acquisition. Similarly, our acquisition strategy may not be
successfully received by customers or achieve its intended benefits.

         Our future performance will depend heavily on our ability to integrate
the businesses that we may acquire in the future. To integrate any newly
acquired businesses into our business, we will need to integrate manufacturing
facilities and extend our financial and management controls and operating,
administrative and information systems in a timely manner and on satisfactory
terms and conditions. We may not be able to successfully integrate the
businesses or realize projected cost savings and synergies in connection with
any such acquisitions on the timetable contemplated or at all.

         Furthermore, the costs of businesses that we may acquire could
significantly impact our short-term operating results. Those costs could include
expenses associated with a change of control, as well as acquisition costs
including accounting and legal fees, investment banking fees, recognition of
transaction-related obligations and various other acquisition-related costs.

         The integration of any acquired companies may also lead to a diversion
of management's attention from other ongoing business concerns. In addition, we
may need to recruit additional managers to supplement the incumbent management
of acquired companies, but we may not be successful in recruiting additional
managers with the skills necessary to enhance the management of the acquired
companies.

         We may also be subject to unexpected claims and liabilities arising
from acquisitions we have made or may make in the future, including the June
2004 Transactions. These claims and liabilities could be costly to defend, could
be material in amount and may exceed the limitations of any applicable
indemnification provisions, the financial resources of the indemnifying parties
or coverage under our insurance policies.

Increases in labor costs, potential labor disputes and work stoppages at our
facilities or the facilities of our suppliers could affect our ability to
deliver products to our customers on a timely basis.

         Our financial performance is affected by the availability of qualified
personnel and the cost of labor. We employ approximately 3,400 full-time
employees. Approximately 1,100 of our production line employees, located
primarily in Canada, are unionized through affiliations with Confederation des
syndicats nationaux, Centrale des syndicats democratiques or the Teamsters
Union. Employees represented by these unions are subject to seven collective
bargaining agreements and work at seven of our manufacturing facilities, one
agreement which is with a local union in the U.S. and the remaining six are in
Canada. Two collective bargaining agreements expired on December 31, 2005, and
one is scheduled to expire on May 31, 2006. The parties are currently
negotiating renewals for these three bargaining agreements. If we are unable to
enter into new, satisfactory labor agreements with our unionized employees upon
expiration of their collective bargaining agreements, or if our workers were to
engage in a strike, work stoppage or other slowdown, we could experience a
significant disruption of our operations, which could cause us to be unable to
deliver products to customers on a timely basis. This could result in a loss of
business and an increase in our operating expenses, which could reduce our
profit margins. In addition, our non-unionized labor force may become subject to
labor union organizing efforts, which could cause us to incur additional labor
costs and increase the related risks that we now face.

         Many of our direct and indirect suppliers and customers have unionized
workforces. Strikes, work stoppages or slowdowns experienced by these suppliers
and customers could result in slowdowns or closures of facilities where
components of our products are manufactured or delivered. Any interruption in
the production or delivery of our products could reduce sales, increase costs
and reduce the amount of revenues we generate.

                                       21
<PAGE>

If we are unable to meet future capital requirements, our product offering may
be insufficient to compete in our markets and the revenues generated by our
business could decrease.

         We make capital investments to, among other things, maintain and
upgrade our facilities and enhance our production processes and information
systems. In particular, we have implemented in Canada and are in the process of
implementing in the U.S. a management network utilizing the SAP(R) management
information system for our bathroom fixture products. As we grow our businesses,
we may have to incur significant capital expenditures. MAAX Corporation's senior
secured credit facility contains limitations that restrict its ability to make
capital expenditures. We may not have, or may be unable to obtain, adequate
funds to make all necessary capital expenditures when required, or the amount of
future capital expenditures may be materially in excess of our current or
anticipated expenditures. If we are unable to make necessary capital
expenditures, our product offering may become dated, our productivity may be
decreased and the quality of our products may be insufficient to compete in our
markets, which, in turn, could reduce our profitability and revenues.

We may be required to enforce our intellectual property rights or defend our
intellectual property from infringement claims and we may incur substantial
costs as a result of litigation or other proceedings relating to intellectual
property rights.

         We rely on a combination of U.S., Canadian and, to a lesser extent,
European and Asian patent, trademark, copyright, trade secret laws and licenses
to protect certain aspects of our business. We have registered trademarks,
patents and copyrights, and trademark and patent registrations pending in the
U.S., Canada and abroad. However, we have selectively pursued patent and
trademark protection, and in some instances we may not have perfected important
patent and trademark rights in these and other countries. The failure to obtain
worldwide patent protection may result in other companies copying and marketing
products based upon our protected technologies outside our protected markets.
This could impede our growth in existing markets and into new markets, and
result in a greater supply of similar products that could erode our pricing
power.

         Our success depends in part on our ability to protect our patents,
trademarks, copyrights, trade secrets and licensed intellectual property from
unauthorized use by others. We cannot be sure that the patents we have obtained,
or other protections such as confidentiality, trade secrets and copyrights, will
be adequate to prevent imitation of our products by others. If we are unable to
protect our products through the enforcement of intellectual property rights,
our ability to compete based on our current market advantages may be harmed. If
we fail to prevent substantial unauthorized use of our trade secrets, we risk
the loss of intellectual property rights and our competitive advantage.

         Although we are not aware that any of our intellectual property rights
infringe upon the proprietary rights of third parties, third parties may accuse
us of infringement of their patents, trademarks, copyrights, trade secrets and
licenses. Third parties may also challenge our trademark rights and branding
practices in the future. We may be required to institute or defend litigation to
defend ourselves from such accusations and enforce our patent, trademark and
copyright rights, which, regardless of the outcome, could result in substantial
costs and diversion of resources and could negatively affect our competitive
position, sales, profitability and reputation. If we lose a patent infringement
suit, we may be liable for money damages and be enjoined from selling the
infringing product, which could negatively affect our profitability. If we lose
the use of a product name, our efforts spent building that brand may be lost and
we will have to rebuild a brand for that product, which we may or may not be
able to do.

Manufacturing or assembly realignments may result in a decrease in our near-term
earnings and cash flows.

         We continuously review our manufacturing and assembly operations and
sourcing capabilities. Effects of periodic manufacturing realignments and cost
savings programs could result in a decrease in our near-term earnings and cash
flows until the expected cost reductions are achieved. Such programs may include
the consolidation and integration of facilities, functions, systems and
procedures. Certain products may also be shifted from one manufacturing or
assembly facility to another. Such actions may not be accomplished as quickly as
anticipated and the expected cost reductions may not be achieved.

                                       22
<PAGE>

Our business will suffer if certain key officers or employees discontinue
employment with us or if we are unable to recruit and retain highly skilled
staff.

         The success of our business is materially dependent upon the skills,
experience and efforts of our President and Chief Executive Officer, Andre
Heroux, and certain of our other key officers and employees. The loss of Mr.
Heroux or other key personnel could cause us to be unable to improve our
products or implement our growth strategy. Our business also depends on our
ability to continue to recruit, train and retain skilled employees, particularly
skilled sales personnel. The market for these resources is highly competitive.
We may be unsuccessful in attracting and retaining the resources we need to
generate sales and to expand our operations successfully, and, in such event, we
may not be able to grow our business. The loss of the services of any key
personnel, or our inability to hire new personnel with the requisite skills,
could impair our ability to develop new products or enhance existing products,
sell products to our customers or manage our business effectively. In addition,
certain key officers of MAAX Inc. resigned in June 2004. Should they compete
against us, we may not be able to maintain or increase either current market
share of our products or our price and operating margins successfully in the
future. Even though we entered into non-competition agreements with certain
former key officers of MAAX Inc., a court may not find such agreements
enforceable under applicable law.

Our business is subject to some seasonality and weather may impact our sales,
cash flows from operations and results of operations.

         Our spa business, and to a lesser extent, our other businesses
experience seasonal business swings, which correspond to the North American
seasons. Unusually prolonged periods of cold, rain, blizzards, hurricanes or
other severe weather patterns could delay or halt renovation and construction
activity. For example, an unusually severe winter can lead to reduced
construction activity and magnify the seasonal decline in our sales, cash flows
from operations and results of operations during the winter months. Generally,
sales in each of the first three quarters of our fiscal year generate a
significantly greater percentage of our total annual sales as compared to the
fourth quarter of our fiscal year. This seasonality requires that we manage our
cash flows over the course of the year. If sales were to fall substantially
below what we would normally expect during certain periods, our annual financial
results would be adversely impacted and our ability to service our debt may also
be adversely affected.

If our leases terminate or are not renewed upon expiration, we could be required
to make significant capital expenditures to relocate our facilities.

         Certain of our manufacturing facilities and warehouses are leased. Upon
termination or expiration of these leases we may be unable to renew them on
acceptable terms or at all. If we are unable to renew such leases, we could be
required to make significant capital expenditures to relocate our facilities.

We extend trade credit and floor plan financing to certain of our customers and
they may not pay us promptly or in full.

         We extend trade credit to certain of our customers and floor plan
financing to a few of our spa customers to facilitate the purchase of our
products. We rely on the creditworthiness of such customers. The failure of such
customers to pay us promptly or in full under the terms of the trade credit or
floor plan financing we extend to them could reduce the amount of revenues we
generate.

We have agreed to certain undertakings with the Minister responsible for the
Investment Canada Act which impose restrictions on our business for three years
after consummation of the June 2004 Transactions and may limit our ability to
take advantage of potential business opportunities during this period.

         We agreed to certain undertakings with the Minister responsible for the
Investment Canada Act which require us to, among other things, maintain certain
levels of management control, investment and employment in Quebec and Canada for
three years after consummation of the June 2004 Transactions. These undertakings
may affect our ability to operate our business and may limit our ability to take
advantage of potential business opportunities during this period. In addition,
our ability to comply with these undertakings may be affected by events beyond
our control, including prevailing economic, financial and industry conditions.
Although the Minister responsible may waive non-compliance with an undertaking,

                                       23
<PAGE>

the Minister may not do so in the event that we fail to comply with any of our
undertakings.

We are subject to the new requirements that we evaluate our internal controls
over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and
if we are unable to timely comply with such evaluation, our investors may lose
confidence in our reported financial information.

         We are not required by the indentures governing the notes or SEC rules
to file annual, quarterly or current reports with the SEC, and therefore, we
ceased filing such reports with the SEC on March 1, 2006, other than this Annual
Report, as it may be amended. We have agreed in the indentures governing the
notes that, whether or not we are required to file reports and other information
with the SEC, so long as any of such notes are outstanding, we will furnish to
the holders of the notes all information that would be required to be contained
in a filing with the SEC and will make such information available on the website
of MAAX Holdings or MAAX Corporation. Because we have agreed in the indentures
that such information will comply with the applicable rules of the SEC, we will
be required to comply with Section 404 of the Sarbanes-Oxley Act when it becomes
effective for non-accelerated filers. The information posted on our website may
not include the officer certifications required to be included with the SEC
reports.

         Section 404 of the Sarbanes-Oxley Act requires annual management
assessments of the effectiveness of our internal controls over financial
reporting and a report by our independent auditors addressing these assessments.
We may not be able to complete the assessment of our current internal controls
and comply with these requirements in due time. If we are able to proceed with a
complete assessment in a timely manner, we may identify deficiencies which we
may not be able to remediate, may identify deficiencies which will demand
significant resources to remediate or may be unable to identify deficiencies at
all. In addition, if we fail to achieve and maintain the adequacy of our
internal controls, as such regulations are modified, supplemented or amended
from time to time, we may not be able to ensure that we can conclude on an
ongoing basis that we have effective internal controls over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to
helping prevent financial fraud. If we cannot provide reliable financial reports
or prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information and the trading
price of our senior discount notes and MAAX Corporation's senior subordinated
notes could drop significantly.

Terrorist attacks and other acts of violence or war may affect the markets in
which we operate and our profitability and cash flow.

         Terrorist attacks or other acts of violence or war may negatively
affect our operations and your investment. These attacks may directly impact our
suppliers' or customers' physical facilities. Furthermore, these attacks may
make travel and the transportation of our supplies and products more difficult
and more expensive and ultimately affect our operating results. The U.S. has
entered into, and may enter into additional, armed conflicts which could have a
further impact on our sales and our ability to deliver product to our customers
in the U.S. and elsewhere. Political and economic instability in some regions of
the world may also result and could negatively impact our business. The
consequences of any of these armed conflicts are unpredictable, and we may not
be able to foresee events that could have an adverse effect on our business or
your investment. More generally, any of these events could cause consumer
confidence and spending to decrease or result in increased volatility in the
U.S. and worldwide financial markets and economy. They could also result in an
economic recession in the U.S. or abroad. Any of these occurrences could have a
significant impact on our operating results.

The interests of our major stockholders may conflict with the interests of MAAX
Holdings' and MAAX Corporation's note holders and these stockholders could cause
us to take action that would be against our note holders interests.

         JWC Fund III, Perseis and OMERS beneficially own shares representing
approximately 98.7% of our equity prior to dilution for options. Accordingly,
these stockholders have the power to elect our board of directors, appoint new
management and approve any action requiring a stockholder vote, including
amendments to our certificate of incorporation and mergers or sales of
substantially all of our assets. The directors so elected have the authority to
make decisions affecting our capital structure, including the issuance of
additional indebtedness and the declaration of dividends. Circumstances may

                                       24
<PAGE>

occur in which the interests of equity holders could be in conflict with the
interests of MAAX Holdings' and MAAX Corporation's note holders. In addition,
these equity holders may have an interest in pursuing acquisitions, divestitures
or other transactions that, in their judgment, could enhance their equity
investment, even though such transactions might involve risks to MAAX Holdings'
and MAAX Corporation's note holders. See "Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters" and "Item 13.
Certain Relationships and Related Party Transactions."

                        Risks Related to Our Indebtedness

We have substantial debt and have the ability to incur additional debt. The
principal and interest payment obligations of such debt may restrict our future
operations and impair our ability to meet the obligations of MAAX Holdings under
the senior discount notes.

         As of February 28, 2006, we had approximately $456.9 million of
outstanding debt (excluding approximately $3.2 million and C$ 73,000 of undrawn
letters of guarantee). In addition, the indenture governing the senior discount
notes permits us to incur additional debt. The amendment to MAAX Corporation's
senior secured credit facility described under the caption "Business -- Recent
Developments" provides that until MAAX Corporation receives the $7.0 million
capital contribution described therein, the aggregate outstanding amount of
loans and letters of credit under the revolving portion of MAAX Corporation's
senior secured credit facility will not exceed C$30 million.

                                       25
<PAGE>

         Our substantial level of debt may have important consequences to you.
For instance, it could:

         o        make it more difficult for us to satisfy our financial
                  obligations, including those relating to the senior discount
                  notes;

         o        make it more difficult for subsidiaries of MAAX Holdings to
                  make payments on their debt, and therefore, to make
                  distributions to MAAX Holdings;

         o        require us to dedicate a substantial portion of any cash flow
                  from operations to the payment of interest and principal due
                  under the debt of MAAX Holdings, including the senior discount
                  notes after they begin to accrue cash interest, which will
                  reduce funds available for other business purposes;

         o        increase our vulnerability to general adverse economic and
                  industry conditions;

         o        limit our flexibility in planning for, or reacting to, changes
                  in our business and the industries in which we operate;

         o        place us at a competitive disadvantage compared with some of
                  our competitors that have less debt; and

         o        limit our ability to obtain additional financing required to
                  fund working capital and capital expenditures and for other
                  general corporate purposes.

         Our ability to satisfy our obligations and to reduce our total debt
depends on our future operating performance and on economic, financial,
competitive and other factors, many of which are beyond our control. Our
business may not generate sufficient cash flow, and future financings may not be
available to provide sufficient net proceeds, to meet these obligations or to
successfully execute our business strategy.

The agreements governing the senior discount notes and our other debt impose
restrictions on our business that may limit our ability to make payments on the
senior discount notes or operate our business.

         The indenture governing the senior discount notes, MAAX Corporation's
senior secured credit facility, MAAX Corporation's senior subordinated notes and
other agreements we may enter into in the future may contain covenants imposing
significant restrictions on us. In addition, the indenture governing MAAX
Corporation's senior subordinated notes contains covenants imposing significant
restrictions on Beauceland and its subsidiaries, including restrictions on the
ability of Beauceland to make payments to MAAX Holdings. These restrictions may
affect our ability to operate our business and may limit our ability to take
advantage of potential business opportunities as they arise. These covenants
restrict our ability to, among other things:

                                       26
<PAGE>

         o        incur additional debt;

         o        declare or pay dividends, redeem stock or make other
                  distributions to shareholders;

         o        create liens;

         o        make investments;

         o        enter into transactions with affiliates;

         o        sell assets; and

         o        consolidate or merge.

         MAAX Corporation's senior secured credit facility also requires MAAX
Corporation to meet a number of financial ratios and tests. MAAX Corporation's
ability to comply with the financial ratios and tests set forth in MAAX
Corporation's senior secured credit facility may be affected by events beyond
its control, including prevailing economic, financial and industry conditions.
The breach of any of these covenants or restrictions could result in a default
under the indenture governing the senior discount notes, the indenture governing
MAAX Corporation's senior subordinated notes or MAAX Corporation's senior
secured credit facility. An event of default under the debt agreements of MAAX
Holdings or any of its subsidiaries would permit the lenders thereunder to
declare all amounts borrowed from them to be due and payable immediately,
together with accrued and unpaid interest, and the commitments of the senior
lenders to make further extensions of credit under MAAX Corporation's senior
secured credit facility could be suspended or terminated. If MAAX Corporation
were unable to repay debt to its senior lenders, these lenders could proceed
against the collateral securing that debt. In addition, acceleration of our
other debt may result in MAAX Holdings being unable to make interest payments on
the senior discount notes and repay the principal amount of the senior discount
notes.

                                       27
<PAGE>

Item 1B. Unresolved Staff Comments

         None.

Item 2.  Properties

         The location, primary use, approximate square footage and ownership
status of the principal properties we operated as of February 28, 2006 are set
forth below:
<TABLE>
<CAPTION>

                                                          Approximate
                                                            Square                     Product
Location                        Principal Use               Footage    Owned/Leased    Category
-----------------------------   -------------------------  ---------  --------------  -----------
<S>                            <C>                          <C>       <C>              <C>
Canada
Montreal, Quebec.............   Offices                        8,000   Leased          Corporate
Sainte-Marie, Quebec.........   Warehouse/Factory/Offices    262,000   Owned*          Bathroom
Tring-Jonction, Quebec.......   Warehouse/Factory/Offices    108,000   Owned*/Leased   Bathroom
Lachine, Quebec..............   Warehouse/Factory/Offices    263,000   Leased          Bathroom
Airdrie, Alberta.............   Factory/Offices               40,000   Owned*          Bathroom
Armstrong, British Columbia..   Warehouse/Factory/Offices    160,000   Owned*          Bathroom
Surrey, British Columbia.....   Offices                        1,000   Leased          Bathroom
Laval, Quebec................   Warehouse/Factory/Offices    237,000   Owned*          Cabinetry
Cookshire, Quebec............   Warehouse/Factory/Offices     36,000   Owned           Cabinetry

Europe
Heinenoord, Netherlands......   Warehouse/Factory/Offices    184,000   Owned           Bathroom

United States
Valdosta, Georgia............   Warehouse/Factory/Offices    143,000   Owned*/Leased   Bathroom
Bremen, Indiana..............   Warehouse/Factory/Offices    133,000   Owned*          Bathroom
Marion, Iowa.................   Warehouse/Factory/Offices     43,000   Owned/Leased    Bathroom
                                Principal
Minneapolis, Minnesota.......   Office/Warehouse/Factory      97,000   Owned*/Leased   Bathroom
Bellingham, Washington.......   Warehouse/Factory/Offices     65,000   Owned*          Bathroom
Plymouth, Indiana (2 plants).   Warehouse/Factory/Offices    238,000   Owned*/Leased   Bathroom
Martinsburg, West Virginia...   Warehouse/Factory            169,000   Owned*          Bathroom
Riviera Beach, Florida.......   Warehouse/Factory/Offices     41,000   Leased          Bathroom
Ontario, California..........   Warehouse/Factory/Offices    125,000   Leased          Bathroom
Warminster, Pennsylvania.....   Warehouse/Factory/Offices     58,000   Leased          Bathroom
Southampton, Pennsylvania....   Factory/Offices               62,000   Leased          Bathroom
Bensalem, Pennsylvania**.....   Warehouse                     12,000   Leased          Bathroom
East Hanover, New Jersey**...   Warehouse                      3,000   Leased          Bathroom
Lakewood, New Jersey**.......   Warehouse                      5,000   Leased          Bathroom
Claymont, Delaware**.........   Warehouse                      3,000   Leased          Bathroom
Egg Harbour City, New
Jersey** ....................   Warehouse                      3,000   Leased          Bathroom
Chandler, Arizona............   Factory/Offices               83,000   Owned*          Spas

Distribution Centers
Airdrie, Alberta.............   Warehouse/Offices             39,800   Leased
West Berlin, New Jersey......   Warehouse/Offices             21,000   Leased
West Sacramento, California..   Warehouse/Offices             22,000   Leased
</TABLE>

------------------

*    Property mortgaged under MAAX Corporation's senior secured credit facility.
**   Part of the Southampton, Pennsylvania facility.

                                       28
<PAGE>

Item 3.  Legal Proceedings

         During the ordinary course of business, we have been and may in the
future become subject to pending and threatened legal actions and proceedings.
All of the current legal actions and proceedings to which we are party are of an
ordinary or routine nature incidental to our past or current operations,
including product liability claims, the resolution of which should not have a
material adverse effect on our financial condition and results of operations.
The product liability claims are generally covered by insurance, but there can
be no assurance that our insurance coverage will be adequate to cover any such
liability.

         On October 27, 2000, one of our suppliers, American Faucet, Inc., or
American Faucet, made a claim against our predecessor, MAAX Inc., in an amount
of approximately C$582,000 for unpaid supplies. We denied this claim and
counterclaimed for a total amount of C$2,510,000 for breach of a contract.
American Faucet added a demand to its claim of approximately C$10,412,000 for
breach of that same contract. In accordance with the terms of that contract,
this matter was submitted to arbitration, and a hearing is expected to be
scheduled in 2007. We believe that American Faucet's claims are without merit
and are vigorously defending the claims.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

                                    PART II

Item 5.  Market For Registrant's Common Equity, Related Stockholder Matters and
         Issuer Purchases of Equity Securities

         Our common stock and class A common stock is not publicly traded on any
exchange or in any market. At May 15, 2006, we had 13 record holders of our
common stock and one record holder of our class A common stock. We have never
paid a cash dividend on our common stock or class A common stock and do not
expect to do so in the foreseeable future. The agreements governing our
indebtedness obligations contain restrictions on our ability to pay dividends on
our common stock and class A common stock.

Equity Compensation Plan Information

         See "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters -- Equity Compensation Plan
Information."

Item 6.  Selected Financial Data

         The selected financial data presented below at February 28, 2006 and
for the year ended February 28, 2006 are derived from our audited consolidated
financial statements included elsewhere herein. The selected financial data
presented below at February 28, 2005, for the year ended February 29, 2004, for
the 95-day period ended June 3, 2004 and for the 270-day period ended February
28, 2005 are derived from our audited consolidated financial statements included
elsewhere herein. The selected financial data presented below at February 28,
2003 and for the years ended February 28, 2002 and February 28, 2003 are derived
from MAAX Inc.'s audited consolidated financial statements prepared under U.S.
GAAP. The selected financial data presented below at February 28, 2002 is based
on MAAX Inc.'s audited consolidated financial statements prepared under Canadian
GAAP which has been reconciled to U.S. GAAP. The selected financial data
presented below are qualified in their entirety by, and should be read in
conjunction with, the financial statements and notes thereto and other financial
and statistical information included in this annual report, including the
information contained in "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." Certain comparative figures have
been reclassified to conform to the financial statement presentation adopted in
the current period.

                                       29
<PAGE>
<TABLE>
<CAPTION>

                                                         Predecessor                                   Successor
                                  ---------------------------------------------------------   ---------------------------
                                                                                               Period from
                                               Fiscal Year Ended               Period from    June 4, 2004   Fiscal Year
                                  ------------------------------------------     March 1,         to            Ended
                                  February 28,   February 28,   February 29,    to June 3,    February 28,    February 28,
                                      2002           2003           2004          2004           2005(1)        2006
                                  ------------   ------------   ------------   ------------   ------------   ------------
                                                                   (dollars in thousands)
<S>                               <C>            <C>            <C>            <C>            <C>            <C>
Statement of Income
  Data:
 Net sales:
  Bathroom and kitchen .          $    300,855   $    354,897   $    435,133   $    126,930   $    329,531   $    468,820
  Spas .................                50,582         61,858         53,879         15,137         40,925         53,932
    Net sales ..........               351,437        416,755        489,012        142,067        370,456        522,752
 Cost of goods sold ....               243,659        284,940        341,246         97,607        267,027        385,720
Selling, general and
  administrative
  expenses .............                67,173         74,131         76,521         35,784         66,574         99,667
Depreciation and .......                13,690         12,595         15,638          3,987         14,100         21,152
  amortization
Interest expense .......                 4,291          3,965          4,898          1,321         23,409         42,712
Impairment charge ......                    --             --             --             --             --          3,505
Goodwill impairment ....                    --             --          4,511             --             --            134
                                  ------------   ------------   ------------   ------------   ------------   ------------
Income (loss) before
  income taxes and
  cumulative effect of
  a change in
  accounting principle .                22,624         41,124         46,198          3,368           (654)       (30,138)
Income taxes ...........                 8,034         15,699         14,247          1,572          1,159         (1,971)
                                  ------------   ------------   ------------   ------------   ------------   ------------
Income (loss) before
  cumulative effect of
  a change in
  accounting principle .                14,590         25,425         31,951          1,796         (1,813)       (28,167)
Cumulative effect of a
  change in accounting
  principle related
  to impairment of
  goodwill .............                    --        (11,312)            --             --             --             --
                                  ------------   ------------   ------------   ------------   ------------   ------------
Net (loss) income ......          $     14,590   $     14,113   $     31,951   $      1,796   $     (1,813)  $    (28,167)
                                  ============   ============   ============   ============   ============   ============
Other Financial Data:
Net cash provided by
  (used in) operating
  activities ...........                29,974         38,379         62,787         (4,892)        29,153         44,740
Net cash provided by
  (used in) investing
  activities ...........               (12,771)       (68,824)       (17,136)        (5,139)      (441,748)       (12,037)
Net cash provided by
  (used in) financing
  activities ...........               (16,411)        33,177        (43,797)         5,648        418,668        (38,097)
Capital expenditures (2)                13,595         11,132         18,765          2,988          6,084         11,520
Ratio of earnings to
  fixed charges (3) ....                  4.9x           8.4x           7.5x           2.8x           1.0x              *

<CAPTION>

                                                 Predecessor                             Successor
                                   ------------------------------------------   ----------------------------
                                                     As of                                 As of
                                   ------------------------------------------   ----------------------------
                                    February 28,  February 28,   February 29,   February 28,   February 28,
                                       2002           2003          2004            2005           2006
                                   ------------   ------------   ------------   ------------   ------------
                                                           (dollars in thousands)
<S>                               <C>            <C>            <C>            <C>            <C>
Balance Sheet Data:
Cash and cash equivalents         $        810   $      2,668   $      4,467   $      5,522   $       (173)
Working capital(4) ......               57,966         68,159         55,173         67,850         43,436
Total assets ............              263,024        344,189        365,587        613,343        595,631
Total debt ..............               51,843        100,662         57,444        473,304        456,933
Total shareholders'
  equity ................              164,031        187,747        231,399         28,020         16,268
</TABLE>

---------------------

*    Represents less than 1.

(1)  On March 10, 2004, certain entities formed by our Sponsors entered into a
     merger agreement to acquire MAAX Inc., pursuant to which two of our
     wholly-owned subsidiaries amalgamated with MAAX Inc. on June 4, 2004. Upon
     consummation of the amalgamation, MAAX Holdings acquired MAAX Inc. and its
     direct and indirect subsidiaries. MAAX Holdings did not have any operating
     activities prior to June 4, 2004 when it became the holding company of MAAX
     Corporation. As a result of the acquisition, the consolidated financial
     data for the period after the acquisition are presented on a different cost
     basis than that for the periods prior thereto, and therefore, the two
     periods are not comparable.

                                       30
<PAGE>

(2)  Capital expenditures are defined as additions to property, plant and
     equipment and other assets.

(3)  For the purpose of calculating the ratio of earnings to fixed charges,
     earnings consist of earnings before income taxes and before cumulative
     effect of a change in accounting principles plus fixed charges. Fixed
     charges consist of interest expensed or capitalized and the portion of
     rental expense we believe is representative of the interest component of
     rental expenses. For the 95-day period ended June 3, 2004 and the 270-day
     period ended February 28, 2005, on a pro forma basis after giving effect to
     the June 2004 Transactions as if they had occurred on March 1, 2004, the
     ratio of earnings to fixed charges would have been 2.4x and 1.0x,
     respectively. For the 95-day period ended June 3, 2004, on a pro forma
     basis after giving effect to the December 2004 Transactions as if they
     occurred on March 1, 2004, the ratio of earnings to fixed charges would
     have been 1.0x. For the 270-day period ended February 28, 2005, on a pro
     forma basis after giving effect to the December 2004 Transactions as if
     they occurred on March 1, 2004, the deficiency represents an amount of $7.1
     million and this deficiency is mainly due to the interest capitalized on
     our senior discount notes issued on December 10, 2004. For the fiscal year
     ended February 28, 2006, the deficiency represents $30.1 million, and is
     mainly due to non-cash expenses, such as the interest capitalized on our
     senior discount notes, depreciation and amortization, goodwill impairment
     and impairment of long lived assets.

(4)  Working capital is defined as current assets less current liabilities.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Overview

         We are a leading North American manufacturer and distributor of
bathroom fixtures. Our revenues are derived primarily from the manufacture and
sale of bathroom fixtures, cabinetry products and spas for the residential
housing market in North America. We currently operate 21 strategically located
manufacturing facilities, including 13 in the U.S., seven in Canada and one in
the Netherlands. We sell our products through a diverse set of distribution
channels across the U.S. and Canada, including wholesalers, showrooms, specialty
retailers and home centers. We manufacture and sell, primarily in the U.S. and
Canada, with a small presence in Europe, Asia and the Middle East, a broad range
of products, including a wide selection of bathtubs, whirlpools, showers,
kitchen cabinets and spas.

History

         On March 10, 2004, certain entities formed by our Sponsors entered into
a merger agreement to acquire MAAX Inc., pursuant to which two of our
wholly-owned subsidiaries amalgamated with MAAX Inc. on June 4, 2004. In
connection with the amalgamation, excluding acquisition costs amounting to
approximately $30 million, the shareholders and optionholders of MAAX Inc.
received an aggregate of approximately $410.0 million. In addition, certain
assets and liabilities of MAAX Inc. were reorganized and consolidated into
several direct and indirect subsidiaries. Upon consummation of the amalgamation,
MAAX Holdings acquired MAAX Inc. and its direct and indirect subsidiaries. MAAX
Holdings did not have any operating activities prior to June 4, 2004 when it
became the holding company of MAAX Corporation.

         Concurrently with the consummation of the June 2004 Transactions, our
Sponsors, certain consultants and members of our management invested
approximately $133.7 million in cash in MAAX Holdings. In addition, certain
members of our management exchanged a portion of their MAAX Inc. stock options
for stock options of ours, with a fair value of approximately $2.7 million as of
the closing date of the June 2004 Transactions. MAAX Corporation also entered
into a senior secured credit facility, consummated the offering of the senior
subordinated notes and refinanced substantially all existing indebtedness of
MAAX Inc. and its subsidiaries in the amount of approximately $373.8 million.

         As a result of the consummation of these transactions, our aggregate
level of debt increased significantly and therefore our interest expense and the
amortization of deferred financing costs will have a negative impact on our
future results of operations. The impact of such increased interest expense and
amortization of deferred financing costs on a pro forma basis for certain
historical periods is reflected in our pro forma financial data.

                                       31
<PAGE>

         Our financial statements are presented in U.S. dollars. Our predecessor
company prepared its financial statements in Canadian dollars. Beginning with
our 2005 fiscal year, we adopted the U.S. dollar as our financial reporting
currency. Accordingly, financial statements are presented in U.S. dollars and
the reporting currency of previous years has been changed.

         Prior to the consummation of the June 2004 Transactions, MAAX Inc. had
two operating segments: (1) bathroom and kitchen and (2) spas. Beginning as of
March 1, 2004, we assessed our business activities in three operating segments:
bathroom, cabinetry and spa and we have recast our comparative figures to
conform with our new definition of our operating segments.

Results of Operations

         The following table sets forth our results of operations for the
periods indicated and the percentage of net sales represented by the respective
financial line items.

<TABLE>
<CAPTION>

                                                      Predecessor                                    Successor(1)
                                       -------------------------------------------    -------------------------------------------
                                         Fiscal Year Ended    Period from March 1   Period from June 4, 2004   Fiscal Year Ended
                                         February 29, 2004      to June 3, 2004       to February 28, 2005     February 28, 2006
                                       -------------------    --------------------    -------------------    --------------------
                                                                           (dollars in millions)
<S>                                    <C>           <C>      <C>            <C>      <C>           <C>      <C>            <C>
Net sales .........................    $   495.7     100.0%   $   143.8      100.0%   $  376.0      100.0%   $    522.8     100.0%
Cost of goods sold ................        344.4      69.5%        98.5       68.5       269.6       71.8%        385.7      73.8%
Selling, general and administrative
  expenses ........................         80.1      16.2%        36.6       25.4%       69.6       18.5%         99.7      19.1%
Depreciation and amortization .....         15.6       3.1%         4.0        2.8%       14.1        3.7%         21.2       4.0%
Interest expense ..................          4.9       1.0%         1.3        1.0%       23.4        6.2%         42.7       8.2%
Impairment charge .................           --        --           --         --          --         --           3.5       0.7%
Goodwill impairment ...............          4.5       0.9%          --         --          --         --           0.1       0.0%
                                       ---------  --------    ---------   --------    --------   --------    ----------  --------
Income (loss) before income taxes .         46.2       9.3%         3.4        2.3%       (0.7)      (0.2)%       (30.1)     (5.8)%
Income taxes ......................         14.2       2.9%         1.6        1.1%        1.2        0.3%         (1.9)     (0.4)%
                                       ---------  --------    ---------   --------    --------   --------    ----------  --------
Net income (loss) .................    $    32.0       6.4%   $     1.8        1.2%   $   (1.8)      (0.5)%  $    (28.2)     (5.4)%
                                       =========  ========    =========   ========    ========   ========    ==========  ========
</TABLE>

(1)  The results of operations for MAAX Holdings, the successor company, are for
     the year ended February 28, 2006 and for the period from June 4, 2004
     through February 28, 2005. No results of operations data for a comparable
     period in the 2005 fiscal year are available for the predecessor company.

     Our results of operations for the year ended February 28, 2005 were
     negatively impacted by the strengthening of the Canadian dollar and the
     cost increase of some of our key raw materials. There were no material
     significant changes to either our customer base or our production platform.

     Our results of operations for the year ended February 28, 2006 were
     negatively impacted by the strengthening of the Canadian dollar and the
     cost increase of our key raw materials. There were no material significant
     changes to our customer base. We adjusted our production platform during
     the year mainly through the closure of two manufacturing plants which
     generated restructuring and non recurring expenses totaling $3.2 million.

Pro Forma Consolidated Operating Results for the Year Ended February 28, 2005
Compared to the Consolidated Operating Results for the Year Ended February 28,
2006

         The following table presents the pro forma consolidated results of
operations of MAAX Holdings for the year ended February 28, 2005 assuming the
June 2004 Transactions and the December 2004 Transactions had each occurred as
of March 1, 2004. Certain comparative figures have been reclassified to conform
to the financial statement presentation adopted in the current period.

                                       32
<PAGE>
<TABLE>
<CAPTION>

                                                           MAAX
                                                         Holdings,                   Pro Forma      Pro Forma
                                                           Inc.        MAAX Inc.    Adjustments    as Adjusted
                                                      ------------   ------------   ------------   ------------
                                                                       (dollars in thousands)
<S>                                                   <C>            <C>            <C>            <C>
Net sales ........................................    $    370,456   $    142,067   $         --   $    512,523
Cost of goods sold ...............................         267,027         97,607         (4,741)       359,893
Selling, general and administrative expenses .....          66,574         35,784        (10,518)        91,840
Depreciation and amortization ....................          14,100          3,987          1,365         19,452
Interest expense .................................          23,409          1,321         15,929         40,659
                                                      ------------   ------------   ----------     ------------
Income (loss) before income taxes ................            (654)         3,368         (2,035)           679
Income taxes .....................................           1,159          1,572         (2,419)           312
                                                      ------------   ------------   ------------   ------------
Net income (loss) ................................    $     (1,813)  $      1,796   $        384            367
                                                      ============   ============   ============   ============
<CAPTION>

         The following table presents a comparison of our results of operations
for the fiscal years ended February 28, 2005 and 2006 assuming the occurrence of
the June 2004 Transactions and December 2004 Transactions as of March 1, 2004.
Various fluctuations illustrated in the table are discussed below. This section
should be read in conjunction with our audited consolidated financial
statements and the notes thereto contained elsewhere herein.

                                                              Year Ended
                                                              February 28,                    Change
                                                      ---------------------------   ---------------------------
                                                          2005           2006            $              %
                                                      ------------   ------------   ------------   ------------
                                                                       (dollars in thousands)
<S>                                                   <C>            <C>            <C>                     <C>
Net sales ........................................    $    512,523   $    522,752   $     10,229            2.0%
Cost of goods sold ...............................         359,893        385,720         25,827            7.2
Selling, general and administrative expenses .....          91,840         99,667          7,827            8.5
Depreciation and amortization ....................          19,452         21,152          1,700            8.7
Goodwill impairment and impairment charge ........              --          3,639          3,639            100
Interest expense .................................          40,659         42,712          2,053            5.0
                                                      ------------   ------------   ------------   ------------
Income (loss) before income taxes ................             679        (30,138)       (30,817)      (4,538.6)
Income taxes .....................................             312         (1,971)        (2,283)        (731.7)
                                                      ------------   ------------   ------------   ------------
Net income (loss) ................................    $        367   $    (28,167)  $    (28,534)      (7,774.9)%
                                                      ============   ============   ============   ============
</TABLE>

         Net Sales. Net sales increased from $512.5 million for the year ended
February 28, 2005 to $522.8 million for the year ended February 28, 2006, an
increase of $10.3 million, or 2.0%. This growth in net sales occurred in the
bathroom and cabinetry sector, respectively, with an increase of 2.9% and 0.7%,
respectively, partly offset by a decrease of 3.8% in the spa sector.

                  Bathroom. Net sales for the bathroom sector increased from
         $413.1 million for the year ended February 28, 2005 to $425.2 million
         for the year ended February 28, 2006, an increase of $12.1 million, or
         2.9%. This increase results from sales price increases implemented to
         compensate for increased costs of raw materials and from the strength
         of the Canadian dollar.

                  Cabinetry. Net sales for the cabinetry sector increased from
         $43.4 million for the year ended February 28, 2005 to $43.7 million for
         the year ended February 28, 2006, an increase of $0.3 million, or 0.7%.
         This increase was due to the strength of the Canadian dollar and strong
         retail activity in Canada partly offset by the reduction of our sales
         in the United States due to our decision to consolidate our product
         offering and customer basis.

                  Spa. Net sales for the spa sector decreased from $56.0 million
         for the year ended February 28, 2005 to $53.9 million for the year
         ended February 28, 2006, a decrease of $2.1 million, or 3.8%. This
         decrease was due to weaker general market conditions encountered during
         the year mainly driven by mixed economic news.

         Cost of Goods Sold. Cost of goods sold increased from $359.9 million,
or 70.2% of net sales, for the year ended February 28, 2005 to $385.7 million,
or 73.8% of net sales, for the year ended February 28, 2006, an increase of
$25.8 million, or 7.2%. This increase was mainly due to an increase in the cost
of raw materials and freight, the strength of the Canadian dollar and
restructuring and non-recurring expenses totaling $2.0 million.

                                       33
<PAGE>

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $91.8 million for the year ended February
28, 2005 to $99.7 million for the year ended February 28, 2006, an increase of
$7.9 million, or 8.5%. Selling, general and administrative expenses as a
percentage of net sales increased from 17.9% for the year ended February 28,
2005 to 19.1% for the year ended February 28, 2006. Selling, general and
administrative expenses for the year ended February 28, 2006 were impacted by
restructuring and non-recurring expenses of $3.2 million compared to $4.6
million for the same period in 2005, offset by a foreign exchange gain and a
gain on change in fair market value of derivatives for a total amount of $0.7
million compared to $10.5 million for the same period in 2005. The strength of
the Canadian dollar also contributed to $3.4 million of this increase.

         Depreciation and Amortization. Depreciation and amortization increased
from $19.5 million for the year ended February 28, 2005 to $21.2 million for the
year ended February 28, 2006, an increase of $1.7 million, or 8.7%. This
increase resulted primarily from the strength of the Canadian dollar and the
change in the estimated useful life from 15 years to 5 years of the enterprise
resource planning software, or ERPS.

         Goodwill impairment and impairment charge. The Company conducted its
annual impairment test of goodwill and long-lived assets test for potential
impairment. These tests resulted, for the cabinetry sector, in a non-cash
pre-tax charge related to a goodwill impairment of $0.1 million and a non-cash
pre-tax charge related to long-lived assets impairment of $3.5 million. No
impairment resulted from these tests for the bathroom and spa sector.

         Interest Expense. Interest expense increased from $40.7 million for the
year ended February 28, 2005 to $42.7 million for the year ended February 28,
2006, an increase of $2.0 million, or 5.0%. Interest expense as a percentage of
net sales increased from 7.9% for the year ended February 28, 2005 to 8.2% for
the year ended February 28, 2006. This increase was due to an increase in the
relevant interest rate, partly offset by the prepayment of a portion of our
long-term debt.

         Income (Loss) Before Income Taxes. Income (loss) before income taxes
decreased $30.8 million from $0.7 million for the year ended February 28, 2005
to a loss of $30.1 million for the year ended February 28, 2006. Income (loss)
before income taxes for the bathroom, cabinetry and spa sectors decreased from
$4.2 million, $(2.6) million and $(0.9) million, respectively, for the year
ended February 28, 2005 to $(16.3) million, $(10.9) million and $(2.9) million,
respectively, for the year ended February 28, 2006. Income (loss) before income
taxes as a percentage of net sales decreased from 0.1% for the year ended
February 28, 2005 to (5.8)% for the year ended February 28, 2006, principally
due to the factors described above.

         Income Taxes. The income taxes discussions are based on actual results.
Our effective tax expense for the year ended February 28, 2006 was a recovery of
$2.0 million. As part of our reconciliation of the effective tax expense to the
tax expense determined based on statutory income tax rates for that period,
which amounts to $11.5 million, we determined that our effective tax expense
exceeded the statutory expense by approximately $9.5 million. The increase of
$14.3 million of our tax expense results from additionnal valuation allowances
taken against losses carried forward of our Canadian, U.S. and European
subsidiaries in the approximate amount of $38.3 million since management
evaluated such losses as being less likely than not to be realized. As a result
of our corporate financing structure, which involves hybrid entities and an
internal hybrid debt instrument, our tax expense was reduced by $7.4 million.
Such effect is, however, sensitive to future fluctuations in the foreign
exchange rate between the Canadian and U.S. dollars. Due to a legislative change
in the statutory tax rate of certain foreign subsidiaries, our income tax
expense increased by of $1.8 million. Finally, an increase in our income tax
expense of $2.0 million relates to the use of lower income tax rates compared to
the higher U.S. combined federal and state statutory income tax rate for our
foreign subsidiaries. Lower foreign income tax rates would normally reduce our
tax expense, but since these foreign subsidiaries are currently in a loss
position, it effectively accounts for an increase of our tax expense. Such
increase is however netted with various other differences including adjustments
to prior years balances.

         Our effective tax expense for the 270-day period ended February 28,
2005 was $1.2 million. Such period is the first period in which our statutory
rate was the U.S. combined federal and state income tax rate. In the previous
periods, our financial statements were those of MAAX Inc. and a lower combined
federal and provincial Canadian tax rate was in effect. As part of our
reconciliation of the effective tax expense to the amount based on the statutory
rate for the 270-day period ended February 28, 2005, one major difference
accounts for a decrease in our income tax expense of $0.5 million and relates to

                                       34
<PAGE>

the use of lower tax rates for our foreign subsidiaries compared to the U.S.
statutory tax rate. Another major difference accounted for an increase in our
income tax expense of $1.0 million and relates to the valuation allowances taken
in respect of deferred tax assets on operating losses carried forward of our
Canadian and European subsidiaries, management having evaluated such losses as
being less likely than not to be realized. The current corporate financing
structure that was established for the June 2004 Transactions, which involves
hybrid entities and an internal hybrid debt instrument, reduced our tax expense
by $0.7 million. Such effect is, however, sensitive to future fluctuations in
the foreign exchange rate between the Canadian and U.S. dollar. The remaining
difference is mostly due to non-deductible stock- option expenses and
non-deductible expenses associated with the June 2004 Transactions that account
for an increase in our income tax expense of $1.4 million.

         Our effective tax expense for the 95-day period ended on June 3, 2004
was $1.6 million. As part of our reconciliation of the effective tax expense to
the amount based on the statutory rate for that period, two major differences
that accounted for an increase in our income tax expense of $1.5 million related
to non-deductible stock option expenses and non-deductible expenses associated
with the June 2004 Transactions. As a result of certain tax planning undertaken
by MAAX Inc., our income tax expense was reduced by an aggregate amount of $2.1
million.

         Net Income (Loss). Net income (loss) decreased from $0.4 million for
the year ended February 28, 2005 to a loss of $28.2 million for the year ended
February 28, 2006, a decrease of $28.6 million. This decrease was the result of
the items described above.

MAAX Inc. Consolidated Operating Results for the Year Ended February 29, 2004
Compared to MAAX Holdings' Pro Forma Consolidated Operating Results for the Year
Ended February 28, 2005

         The pro forma consolidated statement of income for the year ended
February 28, 2005 includes the financial data of MAAX Inc. and all of its
subsidiaries from March 1, 2004 through June 3, 2004 and our financial data from
June 4, 2004 through February 28, 2005, adjusted to give pro forma effect to the
June 2004 Transactions and the December 2004 Transactions assuming they occurred
as of March 1, 2004. The pro forma consolidated statement of income is presented
on a different cost basis than the periods prior thereto, and therefore, the two
periods are not comparable. Certain comparative figures have been reclassified
to conform to the financial statement presentation adopted in the current
period.

         Net Sales. Net sales increased from $489.0 million for the year ended
February 29, 2004 to $512.5 million for the year ended February 28, 2005, an
increase of $23.5 million, or 4.8%. This increase results from an increase in
net sales of 4.6% in the bathroom sector, 8.0% in the cabinetry sector and 4.1%
in the spa sector. Bathroom results were impacted by the discontinuation of some
of the U.S. gelcoat business in certain home improvement centers. Spa results
were impacted by last year's decision to withdraw our spa products from certain
home improvement centers in the United States.

                  Bathroom. Net sales for the bathroom sector increased from
         $395.0 million for the year ended February 29, 2004 to $413.1 million
         for the year ended February 28, 2005, an increase of $18.1 million, or
         4.6%. This increase results in part from price increases implemented
         during the year to compensate for increased costs of raw materials and
         volume growth.

                  Cabinetry. Net sales for the cabinetry sector increased from
         $40.1 million for the year ended February 29, 2004 to $43.4 million for
         the year ended February 28, 2005, an increase of $3.3 million, or 8.0%.
         This increase reflects the overall strong demand for our products in
         this sector.

                  Spa. Net sales for the spa sector increased from $53.9 million
         for the year ended February 29, 2004 to $56 million for the year ended
         February 28, 2005, an increase of $2.1 million, or 4.1%. This increase
         was due to strong sales to the Canadian retailer market and price
         increases implemented during the year to compensate for increased costs
         of raw materials.

         Cost of Goods Sold. Cost of goods sold increased from $341.2 million,
or 69.8% of net sales, for the year ended February 29, 2004 to $359.9 million,
or 70.2% of net sales, for the year ended February 28, 2005, an increase of
$18.7 million, or 5.4%. This increase relates mainly to our 6.2% organic growth,
the 5.7% strengthening of the Canadian dollar and the 4.8% increase in the cost
of raw materials all contributed to the increase in cost of goods sold.

                                       35
<PAGE>

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $76.5 million for the year ended February
29, 2004 to $91.8 million for the same period in 2005, an increase of $15.3
million, or 20.0%. Selling, general and administrative expenses as a percentage
of net sales increased from 15.6% for the year ended February 29, 2004 to 17.9%
for the same period in 2005. The February 28, 2005 results include a positive
change in fair market value of derivatives of $6.3 million compared to $14.4
million in the previous fiscal year. Furthermore, a $1.5 million non-cash
expense related to the new stock option program was recorded in fiscal year
2005. The remainder of the increase is due to volume growth and the strength of
the Canadian dollar.

         Depreciation and Amortization. Depreciation and amortization increased
from $15.6 million for the year ended February 29, 2004 to $19.5 million for the
year ended February 28, 2005, an increase of $3.9 million, or 24.4%.
Depreciation and amortization as a percentage of net sales increased from 3.2%
for the year ended February 29, 2004 to 3.8% for the same period in 2005. This
increase was primarily the result of additional depreciation and amortization
expense due to an increase in value resulting from the revaluation at fair value
of the acquired property plant and equipment and of other intangible assets of
MAAX Inc.

         Interest Expense. Interest expense increased from $4.9 million for the
year ended February 29, 2004 to $40.7 million for the year ended February 28,
2005, an increase of $35.8 million. Interest expense as a percentage of net
sales increased from 1.0% for the year ended February 29, 2004 to 7.9% for the
same period in 2005. This increase was due to our increased indebtedness
following the consummation of the June 2004 Transactions and the December 2004
Transactions.

         Income Before Income Taxes. Income before income taxes decreased $45.5
million from $46.2 million for the year ended February 29, 2004 to $0.7 million
for the year ended February 28, 2005. Income (loss) before income taxes for the
bathroom, cabinetry and spa sectors decreased from $48.9 million and $5.6
million and increased from a loss of $8.3 million, respectively, for the year
ended February 29, 2004 to $4.2 million, a loss of $2.6 million and a loss of
$0.9 million, respectively, for the year ended February 28, 2005. Income before
income taxes as a percentage of net sales decreased from 9.4% for the year ended
February 29, 2004 to 0.1% for the year ended February 28, 2005, principally due
to the factors described above.

         Income Taxes. The income taxes discussions are based on actual results.
Our effective tax expense for the 270-day period ended on February 28, 2005 was
$1.2 million. Such period is the first period in which our statutory rate was
the U.S. combined federal and state income tax rate. In the previous periods,
our financial statements were those of MAAX Inc. and a lower combined federal
and provincial Canadian tax rate was in effect. This change accounts for a
significant difference in the reconciliation of our effective tax expense. As
part of our reconciliation of the effective tax expense to the amount based on
the statutory rate for the 270-day period ended February 28, 2005, one major
difference accounted for an increase in our income tax expense of $2.2 million
and relates to the valuation allowances taken in respect of deferred tax assets
on operating losses carried forward of our Canadian and European subsidiaries,
management having evaluated such losses as being less likely than not to be
realized. The current corporate financing structure that was established for the
June 2004 Transactions, which involves hybrid entities and an internal hybrid
debt instrument, reduced our tax expense by $712,000. Such effect is, however,
sensitive to future fluctuations in the foreign exchange rate between the
Canadian and U.S. dollar. Other amounts, in the aggregate, accounted for a net
reduction in our tax expense of $109,000.

         Our effective tax expense for the 95-day period ended on June 3, 2004
was $1.6 million. As part of our reconciliation of the effective tax expense to
the amount based on the statutory rate for that period, two major differences
that accounted for an increase in our income tax expense of $1.5 million related
to non-deductible stock option expenses and non-deductible expenses associated
with the June 2004 Transactions. As a result of certain tax planning undertaken
by MAAX Inc., our income tax expense was reduced by an aggregate amount of $2.1
million.

         Net Income. Net income decreased from $32.0 million for the year ended
February 29, 2004 to $0.4 million for the year ended February 28, 2005, a
decrease of $31.6 million. This decrease was a result of the items described
above.

                                       36
<PAGE>

Liquidity and Capital Resources

         We require capital primarily to fund capital expenditures related to
purchases of plant and equipment, provide working capital, meet debt service
requirements and finance our strategic plans.

         In connection with the June 2004 Transactions, we acquired all
outstanding common shares of MAAX Inc. for a total cash consideration of
$435,676,000 (including transaction costs) and a rollover of stock options of
MAAX Inc. for stock options of ours with a fair value of $2,690,000. The
transaction was funded by an investment of our Sponsors, certain consultants and
members of our management, in the amount of $133,689,000, and by the issuance of
long-term debt in the amount of $373,282,000. The excess of the financing
received over the consideration paid was used to repay existing debt of MAAX
Inc.

         On December 10, 2004, we issued $170,689,000 principal amount at
maturity of 11.25% senior discount notes due 2012. The effective interest rate
is 11.57%. The senior discount notes are our obligation, are not guaranteed by
Beauceland, MAAX Corporation or any of our subsidiaries and are not secured. The
net proceeds from the issuance of the senior discount notes was $105.1 million
after deducting the initial purchaser's discount; $2.0 million payable to
certain members of our management and the fees and expenses of the offering. The
net proceeds of the offering of our senior discount notes were used to
repurchase some of the equity interests from the holders thereof. Our ability to
make payment on the senior discount notes is dependent on the earnings and the
distribution of funds from our subsidiaries.

         Due primarily to a continued increase in raw material prices,
specifically, the prices of oil, resin, acrylic, gelcoat and aluminum, and poor
performance at our non-core cabinetry and spa sectors due to the stronger
Canadian dollar and implementation of a turnaround plan for the cabinetry
sector, and due to seasonal slowdown for the spa sector, we determined that it
was likely that Beauceland and MAAX Corporation would not satisfy the interest
coverage ratio, fixed charge coverage ratio and/or leverage ratio financial
covenants set forth in MAAX Corporation's senior secured credit facility for the
quarter ending May 31, 2006. To avoid the possibility of defaulting under MAAX
Corporation's senior secured credit facility in such event, on May 30, 2006, we
entered into an amendment to MAAX Corporation's senior secured credit facility,
which provides that, if our Sponsors, certain of their affiliates and/or members
of management invest at least $7.0 million directly or indirectly in the common
equity of MAAX Corporation by July 15, 2006, the lenders will waive any such
default. Our Sponsors have provided us with an equity commitment letter,
pursuant to which they have agreed to make such investment. See Item 13.
"Certain Relationships and Related Party Transactions -- Equity Commitment
Letter." MAAX Corporation has agreed that the aggregate outstanding amount of
loans and letters of credit under the revolving portion of MAAX Corporation's
senior secured credit facility will not exceed C$30 million until such
investment is made. In addition, the amendment increased the applicable margin
of the term loan A to 2.75%, based on a grid pricing. The amendment also
incoporates a new provision that allows MAAX Corporation in the future to
utilize certain cash contributions to its common equity to cure a failure to
satisfy the interest coverage ratio, fixed charge coverage ratio and/or leverage
ratio financial covenants set forth in MAAX Corporation's senior secured credit
facility. The cash contributions received would be deemed to increase
Consolidated Adjusted EBITDA, and the financial covenants would then be
recalculated using the increased Consolidated Adjusted EBITDA amount. If after
such recalculation MAAX Corporation were in compliance with the subject
covenants on a pro forma basis, MAAX Corporation would be deemed to have been in
compliance therewith as of the relevant test date. MAAX Corporation may only
utilize this cure right twice during each period of four consecutive fiscal
quarters, and in each period of eight consecutive fiscal quarters, there must be
at least four consecutive fiscal quarters in which such cure right is not
utilized.

                                       37
<PAGE>

         Giving effect to the amendment discussed above, and subject to MAAX
Corporation's continued compliance with the financial covenants in MAAX
Corporation's senior secured credit facility, we believe cash flow from
operations of MAAX Holdings' subsidiaries, available cash and borrowings under
MAAX Corporation's senior secured credit facility will be adequate to meet our
operating needs for at least the next 12 months. However, our business may not
generate sufficient cash flow from operations, currently anticipated cost
savings and operating improvements may not be realized on schedule, and future
borrowings may not be available to us in an amount sufficient to enable us to
pay our indebtedness, including the senior discount notes, or to fund our other
liquidity needs. See "Item 1A.--Risk Factors--Risks Related to Our Indebtedness.
We have substantial debt and have the ability to incur additional debt. The
principal and interest payment obligations of such debt may restrict our future
operations and impair our ability to meet the obligations of MAAX Holdings under
the senior discount notes."

         Cash Flows

         Operating Activities

         Cash flows from operating activities during the year ended February 28,
2006 were $44.7 million compared with $24.3 million for the same period in 2005.
This increase resulted principally from a $23.3 million reduction in working
capital in 2006 compared with a $2.2 million increase in working capital in 2005
and cash gains on our forward exchange contracts, partly offset by our lower
profitability. The year over year working capital improvement comes from a
favorable timing related to income tax payments of $22.2 million and accounts
payable of $10.9 million.

         Cash flows from operating activities during the year ended February 28,
2005 were $24.3 million compared with $62.8 million for the same period in 2004.
This decrease of $38.5 million was due to the outlay of transaction related
costs and other non-recurring disbursements in an amount of $13.6 million,
decreased net income and unfavorable timing related to income tax payments.

         Investing Activities

         Cash flows used in investing activities for the year ended February 28,
2006 were $12.0 million compared with $446.9 million for the same period in
2005. This decrease resulted from the acquisition of MAAX Inc. in fiscal year
2005 for consideration of $439.6 million, partly offset in fiscal year 2006 by
the acquisition of a distribution network in the United Kingdom for $0.9 million
and increased investments in other assets for an amount of $3.1 million,
consisting mainly of in-store displays related to the launch of new products.

                                       38
<PAGE>

         Cash flows used in investing activities were $446.9 million in fiscal
year 2005 compared with $17.1 million in fiscal year 2004. This increase of
$429.8 million was due to $439.6 million related to the acquisition of MAAX Inc.
and decreased capital expenditures.

         Financing Activities

         Cash flows from financing activities were an outflow of $38.1 million
for the year ended February 28, 2006 compared with an inflow of $424.3 million
for the same period in 2005. This decrease was due to the repayment of a portion
of our long-term debt, representing mainly mandatory and voluntary repayments as
well as to the consummation of the June 2004 Transactions and the offering of
the senior discount notes in 2005.

         Cash flows from financing activities in fiscal year 2005 were an inflow
of $424.3 million compared with an outflow of $43.8 million in fiscal year 2004.
This increase was due to the consummation of the June 2004 Transactions and the
offering of the senior subordinated notes.

         Net Debt Position

         Net debt, consisting of total debt less cash, amounted to $457.1
million as of February 28, 2006 compared with $467.8 million as of February 28,
2005, for a $10.7 million reduction, due to repayment of a portion of our
long-term debt during the year ended February 28, 2006, partly offset by the
accreted interest on the senior discount notes and the negative impact of the
strengthening Canadian dollar.

         Capital Expenditures

         Capital expenditures, which include additions to property, plant and
equipment, intangible assets and in-store displays that are included in other
assets, increased by $4.8 million from $8.4 million for the year ended February
28, 2005 to $13.2 million for the year ended February 28, 2006. The higher
expenditure levels in 2006 were attributable to increased investments in other
assets in an amount of $3.1 million, consisting primarily of in-store displays
related to the launch of new products and to a $2.0 million addition to
intangible assets, consisting mainly of the acquisition of the distribution
network in the United Kingdom for $0.9 million.

         MAAX Corporation's Senior Secured Credit Facility

         MAAX Corporation entered into a senior secured credit facility on June
4, 2004. MAAX Corporation's senior secured credit facility provides MAAX
Corporation with up to C$50 million in available revolving borrowings. As of
February 28, 2006, MAAX Corporation would have been able to use C$4.2 million
without violating any of its debt covenants. MAAX Corporation's senior secured
credit facility contains financial covenants and maintenance tests that are
based on Consolidated Adjusted EBITDA (as defined in MAAX Corporation's senior
secured credit facility) of Beauceland and its subsidiaries (including MAAX
Corporation) on a consolidated basis, including a total leverage ratio test, an
interest coverage ratio test, a fixed charge coverage ratio test and restrictive
covenants, including restrictions on the ability of Beauceland, MAAX Corporation
and the subsidiary guarantors to make capital expenditures. As of February 28,
2006, we were in compliance with these financial covenants and maintenance
tests.

                                       39
<PAGE>

         The total leverage ratio test measures the Consolidated Total Debt (as
defined in MAAX Corporation's senior secured credit facility) of Beauceland and
its subsidiaries (including MAAX Corporation) on a consolidated basis to the
Consolidated Adjusted EBITDA for the four quarter period ended as of the most
recently concluded fiscal quarter, and was required to be no more than 6.00 to
1.00 at February 28, 2006. Beauceland's actual total leverage ratio at February
28, 2006 was 5.93 to 1.00.

         The interest coverage ratio test measures the ratio as of the last day
of any fiscal quarter of Consolidated Adjusted EBITDA for the four quarter
period then ended to Consolidated Cash Interest Expense (as defined in MAAX
Corporation's senior secured credit facility) of Beauceland and its subsidiaries
(including MAAX Corporation) on a consolidated basis, for such four fiscal
quarter period, and was required to be no less than 2.00 to 1.00 at February 28,
2006. Beauceland's actual interest coverage ratio at February 28, 2006 was 2.01
to 1.00.

         The fixed charge coverage ratio test measures the ratio as of the last
day of any fiscal quarter of Consolidated Adjusted EBITDA for the four quarter
period then ended to Consolidated Fixed Charges (as defined in MAAX
Corporation's senior secured credit facility) of Beauceland and its subsidiaries
(including MAAX Corporation) on a consolidated basis for such four fiscal
quarter period, and was required to be no less than 1.00 to 1.00 at February 28,
2006. Beauceland's actual interest coverage ratio at February 28, 2006 was 1.17
to 1.00.

         We have included information concerning Consolidated Adjusted EBITDA
because this measure is used to evaluate compliance with covenants governing
MAAX Corporation's senior secured credit facility. Under MAAX Corporation's
senior secured credit facility, Consolidated Adjusted EBITDA represents income
before income taxes, interest expense, and depreciation and amortization, and
also adds or deducts, among other things, unusual or non-recurring items,
restructuring and transaction fees. Consolidated Adjusted EBITDA is not a
recognized term under U.S. GAAP. Consolidated Adjusted EBITDA should not be
considered in isolation or as an alternative to net income, net cash provided by
operating activities or other measures prepared in accordance with U.S. GAAP.
Additionally, Consolidated Adjusted EBITDA is not intended to be a measure of
free cash flow available for management's discretionary use, as such measure
does not consider certain cash requirements such as capital expenditures, tax
payments and debt service requirements. Consolidated Adjusted EBITDA, as
included herein, is not necessarily comparable to similarly titled measures
reported by other companies.

         On November 14, 2005, MAAX Corporation obtained an amendment under MAAX
Corporation's senior secured credit facility with respect to the required total
leverage ratio and the interest coverage ratio until the quarter ending May 31,
2007. Also, the applicable margin of the term loan B was increased to 3.0%,
based on a grid pricing.

         Due primarily to a continued increase in raw material prices,
specifically, the prices of oil, resin, acrylic, gelcoat and aluminum, and poor
performance at our non-core cabinetry and spa sectors due to the stronger
Canadian dollar and implementation of a turnaround plan for the cabinetry
sector, and due to seasonal slowdown for the spa sector, we determined that it
was likely that Beauceland and MAAX Corporation would not satisfy the interest
coverage ratio, fixed charge coverage ratio and/or leverage ratio financial
covenants set forth in MAAX Corporation's senior secured credit facility for the
quarter ending May 31, 2006. To avoid the possibility of defaulting under MAAX
Corporation's senior secured credit facility in such event, on May 30, 2006, we
entered into an amendment to MAAX Corporation's senior secured credit facility,
which provides that, if our Sponsors, certain of their affiliates and/or members
of management invest at least $7.0 million directly or indirectly in the common
equity of MAAX Corporation by July 15, 2006, the lenders will waive any such
default. Our Sponsors have provided us with an equity commitment letter,
pursuant to which they have agreed to make such investment. See Item 13.
"Certain Relationships and Related Party Transactions -- Equity Commitment
Letter." MAAX Corporation has agreed that the aggregate outstanding amount of
loans and letters of credit under the revolving portion of MAAX Corporation's
senior secured credit facility will not exceed C$30 million until such
investment is made. In addition, the amendment increased the applicable margin
of the term loan A to 2.75%, based on a grid pricing. The amendment also
incoporates a new provision that allows MAAX Corporation in the future to
utilize certain cash contributions to its common equity to cure a failure to
satisfy the interest coverage ratio, fixed charge coverage ratio and/or leverage
ratio financial covenants set forth in MAAX Corporation's senior secured credit
facility. The cash contributions received would be deemed to increase
Consolidated Adjusted EBITDA, and the financial covenants would then be
recalculated using the increased Consolidated Adjusted EBITDA amount. If after
such recalculation MAAX Corporation were in compliance with the subject
covenants on a pro forma basis, MAAX Corporation would be deemed to have been in
compliance therewith as of the relevant test date. MAAX Corporation may only
utilize this cure right twice during each period of four consecutive fiscal
quarters, and in each period of eight consecutive fiscal quarters, there must be
at least four consecutive fiscal quarters in which such cure right is not
utilized.


                                       40
<PAGE>

         MAAX Holdings' 11.25% Senior Discount Notes Due 2012

         On December 10, 2004, MAAX Holdings issued $170,689,000 principal
amount at maturity of our 11.25% senior discount notes due 2012 to qualified
institutional buyers in reliance on Rule 144A under the Securities Act and
non-U.S. persons outside the United States in reliance on Regulation S under the
Securities Act. No cash interest will accrue on the notes prior to December 15,
2008. Thereafter, cash interest on the notes will accrue at a rate of 11.25% per
annum and be payable on June 15 and December 15 of each year. The first such
payment will be made on June 15, 2009. The notes will mature on December 15,
2012. The notes have an initial accreted value of $644.45 per $1,000 principal
amount at maturity of notes. The effective interest rate on the notes is 11.57%.

         The indenture governing MAAX Holdings' senior discount notes contains
customary covenants, which restrict and limit MAAX Holdings' ability and the
ability of its restricted subsidiaries with respect to, among other things,
declaring or paying any dividends or making any other payment or distribution on
account of MAAX Holdings' or any of its restricted subsidiaries' equity
interests, purchasing, redeeming or otherwise acquiring or retiring for value
any equity interests, making any payments on or with respect to, or purchasing,
redeeming, defeasing or otherwise acquiring or retiring for value, any
indebtedness of MAAX Holdings that is contractually subordinated to the notes,
and making any restricted investments.

         MAAX Corporation's Senior Subordinated Notes Due 2012

         On June 4, 2004, MAAX Corporation issued $150.0 million of 9.75% senior
subordinated notes due 2012 to qualified institutional buyers in reliance on
Rule 144A under the Securities Act and non-U.S. persons outside the United
States in reliance on Regulation S under the Securities Act. Commencing on
December 15, 2004, interest became payable semi-annually in arrears on each June
15 and December 15. The indenture governing MAAX Corporation's senior
subordinated notes contains customary covenants, similar to the covenants
contained in the indenture governing the MAAX Holdings' senior discount notes,
which restrict and limit Beauceland's ability and the ability of its restricted
subsidiaries with respect to, among other things, declaring or paying any
dividends or making any other payment or distribution on account of Beauceland's
or any of its restricted subsidiaries' equity interests, purchasing, redeeming
or otherwise acquiring or retiring for value any equity interests, making any
payments on or with respect to, or purchasing, redeeming, defeasing or otherwise
acquiring or retiring for value, any indebtedness of the issuer or any guarantor
that is contractually subordinated to the notes or any guarantee, and making any
restricted investments.

         Factoring Agreement

         Certain subsidiaries of ours are party to a Factoring Agreement with
NatExport, a division of the National Bank of Canada that allows it, in its sole
discretion, to discount accounts receivable of certain of our customers with
credit ranging from C$1,400,000 to $10,000,000, depending upon the customer. The
discount for each account receivable is equal to the sum of (1) the financing
rate set forth in a financing letter executed in connection with each discount,
multiplied by the amount of the account receivable, multiplied by the number of
days that the account receivable remains outstanding, divided by 360 days (for

                                       41
<PAGE>

U.S. dollars) or 365 days (for Canadian dollars) and (2) all fees set forth in
the applicable financing letter. The Factoring Agreement and MAAX Corporation's
senior secured credit facility provides that the aggregate amount of accounts
receivable outstanding pursuant to the Factoring Agreement will not exceed $15.0
million at any time. The cumulative sales of accounts receivable amounted to
$46,912,560 in fiscal year 2004, $72,599,690 in fiscal year 2005 and $88,108,653
in fiscal year 2006. The Factoring Agreement will terminate on August 31, 2006,
but may continuously be renewed thereafter for one year terms by agreement of
the parties, provided that NatExport may terminate the Factoring Agreement at
any time.

         Contractual Obligations and Other Commitments

         The following table summarizes our contractual obligations as of
February 28, 2006 that require us to make future cash payments. Actual amounts
may vary, depending on exchange rate fluctuations and other factors.
<TABLE>
<CAPTION>

                                                                  Fiscal Year Ending
                                   -----------------------------------------------------------------------------------------------
                                    February      February      February      February      February
  Contractual                          28,           29,           28,           28,           28,
  Obligations                         2007          2008          2009          2010          2011       Thereafter     Total
------------------------------     -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                                                (dollars in thousands)
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
Long-Term Debt
  Obligations ................    $     7,012   $    15,938   $    26,088   $    35,190   $    48,305   $   323,733   $   456,266
Capital Lease
  Obligations ................            280           316            59             7             5            --           667
Operating Lease
  Obligations ................          5,992         4,604         2,577         1,511           317           131        15,132
Interest Commitments
  to
  Long-Term Debt .............         27,633        26,779        25,521        42,277        41,158        55,211       218,578
Interest Commitments
  to
  Capital Lease
  Obligations ................             47            23             2             1            --            --            73
</TABLE>

         Recently Issued Accounting Pronouncements

         In December 2004, the Financial Accounting Standards Board, or FASB,
issued Statement of Financial Accounting Standards, or SFAS, No. 151, Inventory
Costs which clarifies the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). Under SFAS No.
151, such items will be recognized as current period charges. In addition, SFAS
No. 151 requires that an allocation of fixed production overheads to the costs
of conversion be based on the normal capacity of the production facilities. This
statement became effective for us for inventory costs incurred on or after March
1, 2006. The impact of adopting SFAS No. 151 is not expected to be material on
our consolidated financial position, results of operations or cash flows.

         In December 2004, the FASB issued FASB No. 153, Exchanges of
Non-monetary Assets, which eliminates an exception in Accounting Principles
Board Opinion No. 29, Accounting for Nonmonetary Transactions, for recognizing
non-monetary exchanges of similar productive assets at fair value and replaces
it with an exception for recognizing exchanges of non-monetary assets at fair
value that do not have commercial substance. This statement became effective for
the Company for non-monetary asset exchanges occurring on or after March 1,
2006. The adoption of this statement is not expected to be material to our
consolidated financial position, results of operations or cash flows.

         In May 2005, FASB issued FASB No. 154, Accounting Changes and Error
Corrections. FASB No. 154 establishes, unless impracticable, retrospective
application as the required method for reporting a change in accounting
principles in the absence of explicit transition requirements specific to a
newly adopted accounting principle. This statement became effective for us for
all accounting changes and any error corrections occurring after March 1, 2006.

         SFAS No. 123 (revised 2004), Share Based Payments, was issued on
December 16, 2004. The new standard requires companies to recognize in their
financial statements the cost of employee services received in exchange for

                                       42
<PAGE>

valuable equity instruments issued. We adopted the new provisions of FAS No. 123
(R) for our fiscal year beginning March 1, 2006. We do not expect the new
provisions to have a significant impact on our consolidated financial position,
results of operations or cash flows.

Critical Accounting Policies

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Consequently, actual results could differ from these
estimates. We believe that the following are some of the more critical areas
requiring the use of management estimates.

         Goodwill

         Our operations are comprised of three operating segments that are also
the reporting units because all of the components of each of the bathroom and
spa segments have similar economic characteristics, and because the cabinetry
segment has only one component. We have identified the components of our
bathroom and spa segments as one level below an operating segment. These
components have discrete financial information, but do not have a separate
segment management. We aggregated the three components of the bathroom segment,
namely, Canada, the United States and Europe, because they are economically
similar based on the fact that they generally manufacture the same type of
products, have the same manufacturing processes and serve the same types of
customers through similar distribution networks. In addition, these three
components operate in a similar manner and benefit from common research and
development projects.

         We allocated the cost of the acquired business to the assets acquired
and liabilities assumed based on their estimated fair value at the date of the
acquisition. The excess of the cost of the purchase over the fair value of the
assets acquired and liabilities assumed is recognized as goodwill.

         In order to allocate goodwill to the operating segments (reporting
units), we have determined the fair value of each operating segment as part of
the purchase price allocation using the discounted cash flow method.
Subsequently, we have allocated the determined fair value of each of the
operating segments to the individual tangible and intangible assets acquired and
liabilities assumed of each such operating segment. Any excess of the purchase
price allocation within each operating segment is the amount of goodwill
assigned to that operating segment. The discounted cash flows were determined
through consultations with professional business valuators and management's own
experience and judgments, which are based on historical experience, current
market trends and other information.

         Goodwill acquired in the June 2004 Transactions was allocated entirely
to the bathroom segment since the fair values of the cabinetry and spa segments
calculated using the discounted cash flow method showed that they were equal to
the amounts allocated to the tangible and intangible assets acquired and
liabilities assumed. The fair value of the bathroom segment calculated using the
discounted cash flow method was significantly higher than the tangible and
intangible assets acquired and liabilities assumed, which supports the goodwill
allocated to the bathroom segment. The value attributed to goodwill for the
bathroom segment reflects our strong position in the North American market, our
ability to deliver certain products in less than five business days, our
capacity to design and create innovative and highly profitable new products and
the capacity of our senior management to create and implement strategies to
perform well in the market. The discounted cash flows of the cabinetry and spa
segments used to determine their fair value were negatively impacted because
they were considered as non-core businesses in our strategy after the
consummation of the June 2004 Transactions. We define non-core businesses as
businesses that are not part of our growth and acquisition strategy. We intend
to continue to operate and allocate resources to the cabinetry and spa segments
as going concern operating segments to improve their operational efficiency.
However, we do not intend to invest in the future growth of these segments.

         We evaluate goodwill for impairment on at least an annual basis and
whenever events or circumstances indicate that the carrying amount may be less
than the fair value. Impairment testing of goodwill is performed at each of our
bathroom, cabinetry and spa business unit levels. The test involves two steps,
the first of which is comparing the reporting unit's carrying amount, including
goodwill, to the fair value of the reporting unit, which we establish based on

                                       43
<PAGE>

projected discounted future cash flows of the unit using a discount rate
reflecting our average cost of funds. If the carrying amount of the reporting
unit exceeds its fair value, a second test is performed to measure the amount of
the impairment. The second test to measure the impairment of goodwill allocates
the fair value determined in the first step to all assets and liabilities of the
reporting unit and establishes the residual value of goodwill which is then
compared to the carrying value. Any excess of carrying value of the goodwill
over the "fair value" is considered impaired and written-off.

         In our determination of the impairment of goodwill, we base our
estimates used in preparing the discounted cash flows on historical operations
and a projection of future operations that includes various assumptions that we
believe to be reasonable under the circumstances. In estimating future cash
flows, we rely on recent historical data of cash flows by segment, including
capital expenditures and generally a three to five percent long-term assumed
growth rate of cash flows for periods that are projected. The assumptions made
by management require a high degree of judgment and are inherently imprecise as
such assumptions relate to future facts. Actual results may differ from these
estimates. Furthermore, under different economic conditions and increasing
competition, resulting in a significant decrease in our market share or the loss
of a key customer, management would likely make different assumptions, which
could result in a different fair value estimate and eventually in recognizing an
impairment of our goodwill.

         The impairment tests performed on February 28, 2004 were conclusive and
showed that the fair value of each segment exceeded its carrying values, except
for the spas segment, for which an impairment was recognized. The impairment
test performed on February 28, 2005 was conclusive and showed that the fair
value of each segment exceeded its carrying value. The June 2004 Transactions
triggered a valuation of the business segments as part of the purchase price
allocation due to the changes in ownership and strategy and the fact that the
cabinetry and spa segments were being considered as non-core segments. The
impairment tests performed on February 28, 2006 were conclusive and showed that
the fair value of each segment exceeded its carrying values, except for the
cabinetry segment, for which an impairment was recognized.

         We estimate that future discounted cash flows projected for our
operating segments are equal to their carrying values for the cabinetry and spa
segments and exceed the carrying value for the bathroom segment.

         Intangible Assets

         Carrying values of intangible assets with finite lives acquired in
business combinations and intangible assets with finite lives acquired
individually or with a group of other assets are evaluated whenever events or
changes in circumstances indicate that their carrying value amount may not be
recoverable. If any indicators were present, a test for recoverability would be
performed by comparing the carrying amount of the asset or group of assets to
the net undiscounted cash flows expected to be generated from the asset or group
of assets. If those net undiscounted cash flows do not exceed the carrying
amount, we would perform the next step, which is to determine the fair value of
the asset and record an impairment, if any. We reevaluate the estimated useful
life for these intangible assets each reporting period to determine whether
events and circumstances warrant a revision in their remaining useful life. In
estimating future cash flows for brands, trademarks and distribution network, we
estimate the royalties we would pay based on management's experience and the
actual premium required by the market for comparable assets, less estimated cost
to maintain the identified assets. Future cash flows related to the non-compete
agreements are based on estimated lost revenue that could have occurred without
such agreement and on management's experience. The ERPS is a recently acquired
and developed system that is undergoing implementation throughout the bathroom
sector of our company at every operating level. For the purpose of determining
the recoverability, the ERPS is included with all assets and liabilities of the
bathroom segment since this long-lived asset does not have identifiable cash
flows that are largely independent from the cash flows of other assets and
liabilities of the bathroom segment. Management has no indications that the net
recoverable amount of the group of assets which includes the ERPS is less than
its carrying value.

         Following management's analysis of the intangible assets of the
cabinetry and spa segments and consultations with professional business
valuators, no value was allocated to the intangible assets of those segments
based on the fact that they do not have leading brand names that outperform
others or that could generate a premium profit related to a brand name. In
addition, management believes that the distribution network of the cabinetry and
spa segments would not be sufficient to trigger a premium profit or to attract a
competitor to use this distribution network.

                                       44
<PAGE>

         The weighted average useful life for distribution network is 23.9
years. Useful lives of amortizable intangible assets are determined based on
facts, such as contractual rights and the level of maintenance expenditures
required to obtain the expected future cash flows from the assets. In assessing
the useful life of the distribution network (including client relationships),
management relied on the historical average client relationship of our major
customers. The assessment of the ERPS useful life is based on the fact that the
costs incurred in the implementation of this system represented the base on
which future modules and upgrades will be built. This base will remain useful
even in the event of future upgrades to the current software. The costs
capitalized to our ERPS are comprised of the costs of the initial software that
needs to be changed when the technology changes, however, the configuration and
customization of the system will make it usable by us. There are some updates
that are made to the initial software when changes in technology occur but the
system is still configured and customized when updates are made. This
customization allows us to modify the system when new needs occur and permits
the system to be expanded in accordance with our growth plans.

         During the year ended February 28, 2006, we changed our estimate of the
useful life of our ERPS from 15 years to 5 years to reflect additional
information received on the remaining life of this asset. On an annual basis,
this change represents an additional depreciation expense of $1,017,000. The
ERPS has not been implemented throughout our cabinetry and spa segments, and we
do not currently plan to implement our ERPS in our cabinetry and spa operating
segments.

         The assumptions made by management require a high degree of judgment
and are inherently imprecise as such assumptions relate to future facts. Actual
results may differ from these estimates.

         Warranties

         Products sold are generally covered by a warranty for periods ranging
from one to ten years. At the time of sale, we accrue a warranty reserve for
estimated costs to provide parts or services to satisfy warranty obligations.
Our estimate of costs to service warranty obligations is based on our own
historical experience and our expectation of future conditions. To the extent we
experience changes in warranty claim activity or costs associated with servicing
these claims, our warranty accrual will be adjusted accordingly.

         Income Taxes

         We operate in Canada, the Netherlands and the United States and are
subject to multiple tax legislations. Notwithstanding our consolidated results,
consideration for the recognition of a valuation allowance was taken at each
country level based on the specific expected and past performance, tax
characteristics and anticipated economic conditions particular to each country.

         The deferred tax analysis is performed for each country on a stand
alone basis. In order to measure the valuation allowance, the following analysis
is performed:

         o        All deferred tax assets are recorded (tax benefits of
                  deductible temporary differences and operating loss or tax
                  credit carry forwards).

         o        The realization of tax benefits will depend on whether we will
                  have sufficient taxable income within the carryback and
                  carryforward period permitted by the tax law of the specific
                  country to allow for utilization of the deductible amounts and
                  loss carryforwards.

         We evaluate if the taxable income is sufficient to realize the tax
assets by reviewing the following possible sources of taxable income:

         o        Determining all taxable income in carryback years available
                  (if carryback is permitted by the tax law of the specific
                  country);

         o        Performing an analysis on future reversals of existing taxable
                  temporary differences;

                                       45
<PAGE>

         o        Estimating future taxable income in the related country; and

         o        Evaluating tax-planning strategies that may be available to
                  accelerate or delay taxable income or deductions.

         As a result of those analyses, we conclude (on a
legal-entity-by-legal-entity basis or at the country level where a consolidated
income tax return is required and filed) whether the realization of the tax
benefits is more likely than not, and if negative, a valuation allowance is
recorded.

         Implicit in this analysis was the identification of certain
overwhelming negative evidence in the following countries that overcome any
existence of positive evidence supporting the potential utilization of deferred
tax assets for the particular tax legislations:

         Canada

         In total, for the Canadian legal entities, a provision of $2,516,000,
mostly against deductible temporary differences, has been recorded on the basis
that certain Canadian legal entities already have excessive loss carryforwards
and/or expected losses for future years; accordingly, it is likely that any
additional losses potentially could not be used. In addition, there are no tax
planning strategies available at this time that would permit the realization of
this tax asset. As the realization of this tax asset is not considered more
likely than not, a valuation allowance has been provided.

         Netherlands

         The deferred tax assets resulting from losses carried forward related
to the Netherlands were generated from operating losses sustained over many
years. A valuation allowance of $515,000 has been recorded in light of
management's analysis of the future sources of taxable income and on the basis
that (a) the unused portion of the income tax losses exceeds the amount of loss
carry-backs already applied to the maximum limit as permitted by existing
taxation laws; (b) further losses are expected for future years and (c) there
are no tax planning strategies available at this time that would permit the
realization of those tax benefits.

         United States

         The remaining portion of the valuation allowance amounting to
$11,295,000 is attributable to U.S. deferred tax assets, since management
evaluated such losses as being less likely than not to be realized.

         In the reconciliation of our effective income tax expense to the
applicable statutory rates, the line "Effect of the corporate financing
structure" reduced our effective income tax rate in each period presented and
results from additional tax deductions in connection with financing charges made
possible by our international corporate structure. The line "Change in tax rate
related to foreign income and other differences" comprises the difference in
statutory income tax rates that prevail in the various countries in which we
operate. As described in our consolidated financial statements, the changes in
the statutory rates of our predecessor company are due to changes in applicable
tax laws or regulations, whereas the change in our statutory rate compared to
our predecessor company is due to the change of jurisdiction of incorporation of
the reporting entity.

         Allowance for Doubtful Accounts

         We estimate the net collectability of accounts receivable, considering
both historical and anticipated trends of trade deductions and returns taken by
our customers and the possibility of non-collection due to the financial
position of our customers. We regularly monitor credit risk exposure of our
customers and take steps to mitigate the risk of loss.

                                       46
<PAGE>

         Provision for Obsolete Inventory

         We try to manage our inventory level taking into account anticipated
sales and current market trends. We set up adequate provisions when we believe
that we will not be able to realize the value of our inventory.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Currency Exchange Risk

         We are subject to inherent risks attributable to operating in a global
economy. Our practice is to utilize financial instruments to manage foreign
currency exchange rate risks when no natural hedge is available. Our forecasted
Canadian denominated net cash flows for fiscal year 2007 are minimal, and we
believe there is no need to enter into any foreign exchange forward contracts at
this time.

         Interest Rate Risk

         We are subject to interest rate risk in connection with our long-term
debt. Our principal interest rate exposure relates to MAAX Corporation's senior
secured credit facility. We have outstanding a C$90.5 million term loan A
facility and a $100.1 million term loan B facility, bearing interest at variable
rates. Each quarter point change in interest rates would result in approximately
$0.4 million change in interest expense on our term loans. We also have a
revolving loan facility which provides for borrowings of up to C$50 million
which bear interest at variable rates. We have capped our exposure to variable
interest rates with an interest rate agreement that provides a maximum floating
LIBOR rate of 6% on a notional amount of $40 million through June 2007. These
amounts are in addition to the notes with a fixed interest rate. In addition, in
the future, we may enter into interest rate swaps or other derivative financial
instruments to reduce interest rate volatility.

         Commodity Price Risk

         We require a regular supply of various raw materials, such as resins,
gel coats, fiberglass, acrylic, high impact polystyrene, ABS plastic,
thermoplastic, aluminum, steel, tempered glass, wood and particleboard, pumps,
accessories and packaging materials. We purchase resins from various suppliers
in both Canada and the U.S. Resins and gel coats are used to manufacture
thermoplastic injected components. Fiberglass is purchased from various
suppliers. One manufacturer supplies us with acrylic sheets and another with
high impact polystyrene sheets. There are multiple suppliers of pumps, which are
manufactured in the U.S., Mexico and China. Aluminum, steel and tempered glass
are purchased from Canadian, U.S. and Asian suppliers. Wood is purchased
primarily from local suppliers. Packaging materials are supplied locally.

         We have never encountered difficulties obtaining raw materials in the
past and do not expect to experience difficulties in the foreseeable future. Our
current suppliers have the capacity to serve all of our divisions and
subsidiaries in the U.S. and Canada. Negotiations with suppliers for all of our
divisions and subsidiaries are effected through our principal executive office
to ensure economies of scale. Suppliers are selected according to our strict
qualification standards.

         The prices of raw materials are subject to fluctuations in the prices
of the underlying commodities. Those commodities may undergo major price
fluctuations and there is no certainty that we will be able to increase our
selling prices proportionately, if necessary. In recent years, we have reacted
to increases in raw material prices by seeking to identify supply alternatives
in other geographical regions, substitute raw materials or impose a
corresponding increase of our prices.

Item 8.  Financial Statements and Supplementary Data

         The information called for by this Item 8 is included in Item 15, under
"Financial Statements" and "Financial Statement Schedule" appearing at the end
of this Annual Report on Form 10-K.

                                       47
<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.

Item 9A. Controls and Procedures

         As of the end of the fiscal quarter ended February 28, 2006, we carried
out an evaluation, under the supervision and with the participation of
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e). Our disclosure controls and
procedures are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that our
current disclosure controls and procedures are effective.

         There have been no significant changes to our internal controls over
financial reporting or in other factors that could significantly affect internal
controls during the fiscal year ended February 28, 2006. The design of any
system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.

Item 9B. Other Information

         None.

                                       48
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

         The following table sets forth information about MAAX Holdings' and
MAAX Corporation's executive officers and directors:
<TABLE>
<CAPTION>

Name                                        Age    Position
----                                        ---    --------
<S>                                          <C>    <C>
Arthur Byrne...........................      60    Non-Executive Chairman of the Board of
                                                   Directors of MAAX Holdings and MAAX
                                                   Corporation
Andre Heroux...........................      48    President, Chief Executive Officer and
                                                   Director of MAAX Holdings and MAAX
                                                   Corporation
Denis Aubin............................      47    Executive Vice President, Chief Financial
                                                   Officer and Secretary of MAAX Holdings and
                                                   MAAX Corporation
Benoit Boutet..........................      43    Vice President and Corporate Controller of
                                                   MAAX Holdings and MAAX Corporation
Patrice Henaire........................      46    Corporate Vice President, Marketing and
                                                   Sales of MAAX Corporation
Terry Rake.............................      55    Corporate Vice President and Sector Head,
                                                   Spa and Cabinetry Sectors of MAAX
                                                   Corporation
Daniel Stewart.........................      44    Corporate Vice President and Sector Head,
                                                   Bathroom Sector of MAAX Corporation
Sophie Fortin..........................      49    Corporate Vice President, Human Resources
                                                   and Public Relations of MAAX Corporation
Richard Levesque.......................      47    Corporate Vice President, Operations and R&D
                                                   of MAAX Corporation
Michael Graham.........................      39    Director of MAAX Holdings and MAAX
                                                   Corporation
Andre LaForge..........................      46    Director of MAAX Holdings and MAAX
                                                   Corporation
James Rhee.............................      35    Director of MAAX Holdings and MAAX
                                                   Corporation
Steven Segal...........................      45    Director of MAAX Holdings and MAAX
                                                   Corporation
</TABLE>

         Arthur Byrne has been the non-executive Chairman of the board of
directors of MAAX Holdings and MAAX Corporation since June 4, 2004. He is an
Operating Partner of J.W. Childs Associates, L.P., or JWC, and has been at JWC
since 2002. Previously, he was Chairman, President and Chief Executive Officer
of The Wiremold Company, or Wiremold, from 1991 to 2002. Prior to that time, he
was a Group Executive with the Danaher Corporation, or Danaher, responsible for
half its business from 1985 through 1991. At both Danaher and Wiremold, he was
responsible for introducing and implementing "Lean Management" practices that
resulted in strong gains at both companies. He is also non-executive Chairman of
the Advisory Board at Esselte Group Holdings AB, Coldmatic Products
International LLC and W/S Packaging Group, Inc.

         Andre Heroux is the President and Chief Executive Officer and a
director of MAAX Holdings and MAAX Corporation. Mr. Heroux joined MAAX Inc. in
April 1999 as Vice President, Operations. In September 1999, he was named Chief
Operating Officer of MAAX Inc. and, in July 2001, he became the President and
Chief Executive Officer of MAAX Inc. Prior to April 1999, Mr. Heroux was
President and Chief Executive Officer of CDM Lamines Inc. Mr. Heroux was
President and Chief Executive Officer of CDM Papier Decor from 1996 to 1999.
Between 1994 and 1996, Mr. Heroux was Vice President and General Manager of
Domtar's decorative panel division. He is also a director of the Canadian
Institute of Plumbing and Heating.

         Denis Aubin is the Executive Vice President, Chief Financial Officer
and Secretary of MAAX Holdings and MAAX Corporation. Mr. Aubin joined MAAX Inc.
in 2004 as Executive Vice President and Chief Financial Officer. Prior to
joining MAAX Inc., Mr. Aubin was Senior Vice President Finance of Quebecor World
Inc. from 2000 to 2004. From 1997 to 2000 Mr. Aubin was Vice President and
Treasurer of Cambior Inc.

         Benoit Boutet is the Vice President and Corporate Controller of MAAX
Holdings and MAAX Corporation. Mr. Boutet joined MAAX Inc. in 2000 as Director
of Finance and was promoted to his current position in March 2003. Prior to
joining MAAX Inc., he was Director of Finance at Groupe Brochu Lafleur from 1997
to 2000, and from 1994 to 1997, he was Vice President Finance at Culinar.

                                       49
<PAGE>

         Patrice Henaire is the Corporate Vice President, Marketing and Sales of
MAAX Corporation. Mr. Henaire joined MAAX Inc. in 2000 as Corporate Vice
President Marketing and assumed responsibilities for R&D in 2001. Prior to
joining MAAX Inc., he was Senior Vice President Marketing and Sales at Broan
Nutone, from 1995 to 2000, and previously with Venmar as Marketing Manager for
seven years.

         Terry Rake is the Corporate Vice President and Sector Head, Spa and
Cabinetry Sectors of MAAX Corporation. Mr. Rake joined MAAX Inc. in 2000 as
General Manager of MAAX Spas (Arizona), Inc. He was promoted to Vice President,
General Manager-MAAX Spa Sector in 2001 and was promoted to his current position
in 2005. Prior to joining MAAX Inc., he was President and Chief Executive
Officer for LA Spas from 1996 to 1999.

         Daniel Stewart is the Corporate Vice President and Sector Head,
Bathroom Sector of MAAX Corporation. Mr. Stewart joined MAAX Inc. in 1998 as
General Manager of MAAX-KSD Corporation. In 2001, he became Vice President and
General Manager, Bathroom Sector, Retail and was promoted to his current
position in 2005. Prior to joining MAAX Inc., he was Plant Manager of a shower
door manufacturing plant in Florida for five years. He was also a General
Contractor for ten years.

         Sophie Fortin is the Corporate Vice President, Human Resources and
Public Relations of MAAX Corporation. Ms. Fortin joined MAAX Corporation in
2005. Prior to joining MAAX Corporation, Ms. Fortin was the Corporate Vice
President, Human Resources at Bristol Myers Squibb, a pharmaceutical
corporation. Prior to that time, she was Corporate Vice President, Human
Resources and Public Relations of Agropur from 1995 to 2000 and Vice President,
Human Resources and Work Relations of Weston Canada from 1990 to 1995.

         Richard Levesque is the Corporate Vice President, Operations and R&D of
MAAX Corporation. Mr. Levesque joined MAAX Corporation in 2004. Prior to joining
MAAX Corporation, he was with the Wiremold Company for 23 years where he held
various positions, including Vice President Operations, Vice President Market
Development, Vice President and General Manager and Plant Engineer.

         Michael Graham has been a director of MAAX Holdings and MAAX
Corporation since March 2004. He is a Vice President of OMERS Capital Partners
and has been at OMERS since 2003. Previously, he was a Vice President,
Investments with Working Ventures Canadian Fund Inc. from 1996 to 2003. From
1993 to 1996 Mr. Graham was employed by the National Bank of Canada and from
1989 to 1993 by HSBC Bank Canada.

         Andre LaForge has been a director of MAAX Holdings and MAAX Corporation
since March 2004. He is a Senior Vice President and director of Perseis Private
Equity General Partner Inc. and its predecessor Borealis Capital Corporation
since September 2001. Previously, Mr. LaForge was a Senior Partner with KPMG
Corporate Finance for ten years. From 1988 to 1990, Mr. LaForge was a Vice
President and Principal with Canadian Corporate Funding Limited, a privately
held Canadian merchant bank. Prior to 1988, Mr. LaForge was employed by the
Royal Bank of Canada for five years. He is also a director of Cheneliere
Education, Groupe Sante Sedna, Vansco Inc., Holiday Group Holdings and Coastal
Value Fund.

         James Rhee has been a director of MAAX Holdings and MAAX Corporation
since March 2004. Mr. Rhee was Secretary of MAAX Holdings and MAAX Corporation
from March 2004 through June 4, 2004 and was a Vice President of MAAX Holdings
and MAAX Corporation from June 2004 through November 29, 2004 and December 1,
2004, respectively. He is a Principal of J.W. Childs Associates, L.P. and has
been at JWC since 2000. Previously, he was an Associate in the Mergers and
Acquisitions Department of Merrill Lynch from 1998 to 2000. He is also a
director of Pan Am International Flight Academy.

         Steven Segal has been a director of MAAX Holdings and MAAX Corporation
since March 2004. Mr. Segal was President of MAAX Holdings and MAAX Corporation
from March 2004 through June 4, 2004 and was a Vice President of MAAX Holdings
and MAAX Corporation from June 2004 through November 29, 2004 and December 1,
2004, respectively. Mr. Segal is an Executive in Residence/Lecturer at Boston
University School of Management since 2005. He was a founding Partner of J.W.
Childs Associates, L.P. from 1995 to 2005 and is now a Special Limited Partner

                                       50
<PAGE>

of JWC. Prior to that time, he was an executive at Thomas H. Lee Company from
1987 to 2005, most recently holding the position of Managing Director. He is
also a director of Insight Health Services Corp., Universal Hospital Services,
Inc. and The NutraSweet Company.

Board Committees

         MAAX Holdings, Beauceland and MAAX Corporation each have three
committees of the board of directors: the Audit Committee, the Compensation
Committee and the Executive Committee.

         Audit Committee. The members of our audit committee are Michael Graham,
Andre LaForge and James Rhee. Mr. Rhee is the chairman and an audit committee
financial expert. Our audit committee is responsible for reviewing the adequacy
of our system of internal accounting controls; supervising the internal auditor
in the performance of its duties; reviewing the results of our independent
accountants' annual audit, including any significant adjustments, management
judgments and estimates, new accounting policies and disagreements with
management; reviewing our audited financial statements and discussing the
statements with management; reviewing the audit reports submitted by our
independent accountants; reviewing disclosures by our independent accountants
concerning relationships with our company; pre-approving services provided to us
by independent public accountants; reviewing the performance of our independent
accountants and annually recommending independent accountants; adopting and
annually assessing our charter; and preparing such reports or statements as may
be required by securities laws.

         Under current rules of public trading markets, such as NASDAQ and the
New York Stock Exchange, our current audit committee would not be deemed to be
comprised solely of independent directors, since one of our audit committee
members is associated with JWC Fund III, one of our audit committee members is
associated with OMERS and one of our audit committee members is associated with
Perseis.

         Compensation Committee. The members of our compensation committee are
Arthur Byrne, Andre LaForge and Steven Segal. Mr. Segal is the chairman. Our
compensation committee makes recommendations to our board of directors
concerning executive compensation and administers our stock option plans.

         Executive Committee. The members of our executive committee are Arthur
Byrne, Andre Heroux, Andre LaForge and Steven Segal. Mr. Byrne is the chairman.
Our executive committee is responsible for such matters as our board of
directors may determine from time to time.

Compensation Committee Interlocks and Insider Participation

         Mr. Byrne is a party to our stockholders agreement, and is an affiliate
of JWC Fund III, which is also a party to that stockholders agreement. Mr. Byrne
is also an affiliate of JWC, which is a party to a management agreement with us.

         Mr. LaForge is an affiliate of Perseis, which is a party to our
stockholders agreement. Mr. LaForge is also an affiliate of Perseis Partners
Inc., which is a party to a management agreement with us.

         Mr. Segal is an affiliate of JWC Fund III, which is a party to our
stockholders agreement. Mr. Segal is also an affiliate of JWC, which is a party
to a management agreement with us. Mr. Segal was President of MAAX Holdings,
Beauceland and MAAX Corporation from March 2004 through June 4, 2004 and was a
Vice President of MAAX Holdings, Beauceland and MAAX Corporation from June 2004
through November 29, 2004, December 1, 2004 and December 1, 2004, respectively.
Mr. Segal did not receive any compensation as an officer of MAAX Holdings,
Beauceland or MAAX Corporation.

         For a further description of the transactions between the foregoing
members of our compensation committee, their affiliates and us, see "Item 13.
Certain Relationships and Related Party Transactions."

                                       51
<PAGE>

Code of Ethics

         We have adopted a Code of Ethics which applies to our Chief Executive
Officer, Chief Financial Officer and senior financial officers. A copy of the
Code of Ethics is available to any person upon request, at no cost, by writing
to or telephoning us at the following address: MAAX Holdings, Inc., 9224 73rd
Avenue North, Brooklyn Park, Minnesota 55428, (800) 328-2531. If we make
substantive amendments to the Code of Ethics or grant any waiver, we will
disclose the nature of such amendment of waiver on our website at www.maax.com
within five business days of such amendment or waiver.

Item 11. Executive Compensation

         The following table sets forth all compensation awarded to, earned by
or paid for services rendered to MAAX Holdings and its subsidiaries, in all
capacities during the fiscal year ended February 28, 2006, by our President and
Chief Executive Officer and our most highly compensated executive officers at
February 28, 2006.
<TABLE>
<CAPTION>

                           Summary Compensation Table
                                                                          Long-Term
                                                                         Compensation
                                  Annual Compensation                       Awards

                                                            Other         Securities
                                                            Annual        Underlying    All Other
                                  Salary       Bonus     Compensation    Options/SARs  Compensation
                          Year      (g)         (g)        (a) (g)            (#)          (g)
                          ----   ---------   ---------   -----------      ----------   ----------
<S>                       <C>      <C>         <C>          <C>            <C>         <C>
Andre Heroux              2006     520,000     322,400            --              --           --
                          2005     500,000     281,250     1,191,111(b)      260,960           --
President and Chief
Executive Officer of
MAAX Holdings,
Beauceland and MAAX
Corporation and
President of certain
subsidiaries

Denis Aubin               2006     309,000      95,790            --             --            --
                          2005     300,000     112,500       302,719(d)      26,624            --
Executive Vice
President, Chief
Financial Officer and
Secretary of MAAX
Holdings, Beauceland
and MAAX Corporation
and officer of certain
subsidiaries

Jean Rochette             2006      46,247          --            --             --       525,000(f)
                          2005     300,000     200,500       284,046(d)      45,644(e)          --
Former Vice President
and General Manager,
Bathroom Products
Sector of MAAX
Corporation (c)
</TABLE>

                                       52
<PAGE>
<TABLE>
<CAPTION>
<S>                       <C>      <C>         <C>          <C>            <C>         <C>
Daniel Stewart            2006     300,129      93,000            --          7,987            --
                          2005     195,000     206,299       162,508(d)      24,764            --
Corporate Vice
President and Sector
Head, Bathroom Sector
of MAAX Corporation
and President of
certain subsidiaries

Sophie Fortin             2006     225,000      69,750            --             --            --
                          2005      17,308       6,272            --         10,000            --
Corporate Vice
President, Human
Resources and Public
Relations of MAAX
Corporation (h)

Richard Levesque          2006     190,000      58,900            --             --            --
                          2005      42,692      20,628            --         14,000            --
Corporate Vice
President, Operations
and R&D of MAAX
Corporation (i)
</TABLE>

------------------


(a)  Excludes perquisites and other personal benefits, securities or property
     which aggregate the lesser of $50,000 or 10% of the total of annual salary
     and bonus.

(b)  Includes (i) C$1,136,174 in connection with the December 2004 Transactions
     and (ii) C$54,937 for director's fees, car allowance and pension plan.

(c)  Mr. Rochette's employment with MAAX Corporation was terminated on March 25,
     2005.

(d)  Includes amounts paid in connection with the December 2004 Transactions.

(e)  In connection with the termination of employment of Mr. Rochette, Mr.
     Rochette exercised his exercisable options and MAAX Holdings repurchased
     the shares issued in connection with such exercise from Mr. Rochette on
     March 25, 2005. The unexercisable options have lapsed.

(f)  Reflects lump sum severance payment. See "Item 13. Certain Relationships
     and Related Party Transactions -- Severance and Retention Arrangements" for
     additional information.

(g)  Amounts in Canadian dollars with respect to Andre Heroux, Denis Aubin, Jean
     Rochette and Sophie Fortin.

(h)  Ms. Fortin became Corporate Vice President, Human Resources and Public
     Relations of MAAX Corporation on January 31, 2005.

(i)  Mr. Levesque became Corporate Vice President, Operations and R&D of MAAX
     Corporation on November 24, 2004.

                                       53
<PAGE>

Stock Options

The  following table sets forth information concerning the grant of stock
     options to each of the named executive officers in the fiscal year ended
     February 28, 2006:
<TABLE>
<CAPTION>

                     Option/SAR Grants in Last Fiscal Year



                                       Individual Grants
                     ----------------------------------------------------     Potential Realizable
                                    Percent of                                      Value at
                     Number of        Total                                  Assumed Annual Rates of
                     Securities    Options/SARs                                   Stock Price
                     Underlying     Granted to    Exercise                       Appreciation for
                    Options/SARS   Employees in      or                            Option Term
                    Granted (#)    Fiscal Year   Base Price  Expiration     --------------------------
Name                    (a)            2006        ($/Sh)       Date           5% ($)      10% ($)
------------------   ----------   -------------   ---------- ------------   ------------   -----------
<S>                      <C>            <C>         <C>        <C>  <C>        <C>          <C>
Andre Heroux....            --           --             --          --             --            --
Denis Aubin.....            --           --             --          --             --            --
Jean Rochette(b)            --           --             --          --             --            --
Daniel Stewart..         7,987          100%        $16.56     7/13/15         83,181       210,796
Sophie Fortin               --           --             --          --             --            --
Richard Levesque            --           --             --          --             --            --

------------------
</TABLE>

(a)  These options were granted under our 2004 Stock Option Plan.

(b)  Mr. Rochette's employment with MAAX Corporation was terminated on March 25,
     2005.

         The following table sets forth the number of shares covered by both
exercisable and nonexercisable stock options by the named executive officers as
of February 28, 2006. Also reported are the values of "in the money" options
which represent the positive spread between the exercise price of any existing
stock options and the stock price as of February 28, 2006.
<TABLE>
<CAPTION>

                 Aggregated Option/SAR Exercises in Last Fiscal
                   Year and Fiscal Year End Option/SAR Values

                                                Number of Securities        Value of Unexercised
                       Shares                   Underlying Unexercised    In-The-Money Options/SARs
                      Acquired                  Options/SARS at Fiscal     at Fiscal Year End 2006
                         on        Value           Year End 2006 (#)               ($) (a)
                      Exercise    Realized   --------------------------  ----------------------------
Name                     (#)        ($)      Exercisable  Unexercisable  Exercisable    Unexercisable
------------------    --------  ----------   -----------  -------------  -----------    -------------
<S>                     <C>        <C>       <C>          <C>          <C>            <C>
Andre Heroux......       --          --        160,855      100,105      $ 1,845,943    $         0
Denis Aubin.......       --          --          1,597       25,027      $         0    $         0
Jean Rochette(b)..       --          --             --           --      $         0    $         0
Daniel Stewart....       --          --          7,245       25,506      $   101,402    $         0
Sophie Fortin            --          --            600        9,400      $         0    $         0
Richard Levesque         --          --            840       13,160      $         0    $         0
</TABLE>

------------------

(a)  Calculated using the price per share in the June 2004 Transactions. Since
     there is no public market for MAAX Holdings' equity securities, any other
     estimate of the fair value of a share would be subject to a number of
     factors, including, without limitation, the amount of our outstanding
     indebtedness, the impact of raw material prices on earnings, the fact that
     valuations are dynamic and subject to fluctuations based on ongoing
     performance, and is therefore inherently unreliable.

                                       54
<PAGE>

(b)  In connection with the termination of employment of Mr. Rochette, Mr.
     Rochette exercised these options and MAAX Holdings repurchased the shares
     issued in connection with such exercise from Mr. Rochette on March 25,
     2005. The unexercisable options have lapsed.

Director Compensation

         During fiscal year 2006, no member of the board of directors received
compensation for service on the board, other than expense reimbursement.

Employment Agreements

         On June 4, 2004, MAAX Corporation entered into an employment agreement
with Andre Heroux, which will continue indefinitely unless terminated by either
party. Mr. Heroux is the President and Chief Executive Officer of MAAX Holdings,
Beauceland, MAAX Corporation and President of certain of our subsidiaries and is
entitled to an annual base salary of C$500,000, subject to annual review by the
board of directors, and certain fringe benefits. In addition to his annual base
salary, Mr. Heroux is entitled to a bonus of up to 100% of his annual base
salary, based on the achievement of certain targets as jointly determined by our
board of directors and Mr. Heroux, and Mr. Heroux participates in our 2004 stock
option plan. In connection with the June 2004 Transactions, Mr. Heroux rolled
over a portion of his MAAX Inc. stock options into stock options of MAAX
Holdings with a value of approximately C$1.5 million as of the closing date of
the June 2004 Transactions. In addition, Mr. Heroux received a one-time grant of
stock options to purchase shares of our series A preferred stock. For the year
ended February 28, 2006, Mr. Heroux is entitled to receive or has received a
bonus of C$324,000.

         If Mr. Heroux's employment is terminated by us without cause (as
defined in the agreement) or by reason of Mr. Heroux's disability or by Mr.
Heroux for good reason (as defined in the agreement), Mr. Heroux will be
entitled to continued payments of salary and benefits for an 18-month period
from the date of termination, an amount equal to 1.5 times his base salary in
the year in which termination occurs, payable over an 18-month period, payment
for services previously rendered and a pro rata portion of his bonus in respect
of the portion of the year which has elapsed at the time of termination, if at
the end of such year we meet the targets required for Mr. Heroux to receive a
bonus had he remained employed at the end of such year. If Mr. Heroux's
employment is terminated by us for cause, he will not be entitled to any
benefits or payments, other than payments for services previously rendered. If
Mr. Heroux terminates his employment without good reason or his employment is
terminated as a result of his death, he or his successor, as the case may be,
will be entitled to payment for services previously rendered and a pro rata
portion of his bonus in respect of the portion of the year which has elapsed at
the time of termination, if at the end of such year we meet the targets required
for Mr. Heroux to receive a bonus had he remained employed at the end of such
year. In addition, his employment agreement contains confidentiality
restrictions during and after the term of the agreement and non-competition,
non-solicitation and non-disparagement provisions during the term of the
agreement and for 18 months thereafter.

         Each of Denis Aubin, Benoit Boutet, Patrice Henaire, Terry Rake, Daniel
Stewart, Richard Levesque and Sophie Fortin has an employment agreement with
MAAX Corporation or one of its subsidiaries, which will continue indefinitely
unless terminated by either party. Under the employment agreements, Messrs.
Aubin, Boutet, Henaire, Rake, Stewart and Levesque and Ms. Fortin are each
entitled to an annual base salary of C$309,000, C$185,797, C$182,250, $190,000,
$300,000, $190,000 and C$225,000, respectively, and certain fringe benefits. In
addition to the annual base salary paid to each executive, each executive is
entitled to a bonus up to 50% of his annual base salary based on the achievement
of certain performance targets and entitled to participate in MAAX Holdings'
2004 stock option plan. In connection with the June 2004 Transactions, Messrs.
Boutet, Henaire and Rake rolled over their MAAX Inc. stock options into stock
options of MAAX Holdings with a value of approximately C$1.0 million. If any of
Messrs. Aubin, Boutet, Henaire, Rake, Stewart and Levesque and Ms. Fortin is
terminated without cause, such executive will be entitled to continued payments
of salary and targeted bonus for one year. For the year ended February 28, 2006,
Messrs. Aubin, Boutet, Henaire, Rake, Stewart and Levesque and Ms. Fortin are
entitled to receive or have received bonuses of C$95,790, C$57,597, C$59,456,
$58,900, $93,000, $58,900 and C$69,750, respectively. Effective as of March 25,
2005 and July 29, 2005, respectively, Jean Rochette's and Guy Berard's
employment with MAAX Corporation was terminated as described in this report in
"Item 13. Certain Relationships and Related Party Transactions -- Severance and
Retention Arrangements."

                                       55
<PAGE>

Benefit Plans

2004 Stock Option Plan

         All of the outstanding options previously issued under the MAAX Inc.
Senior Executives and Management stock option plan were either exercised, or,
with respect to certain members of our management, converted into options
exercisable for shares under MAAX Holdings' 2004 stock option plan upon
consummation of the June 2004 Transactions. Under MAAX Holdings' 2004 stock
option plan, we have available for grant options to purchase approximately 9% of
MAAX Holdings' common stock on a fully-diluted basis in addition to
approximately $2.7 million of rollover option fair value as of the closing date
of the June 2004 Transactions to certain members of our management, including a
one-time option grant to Mr. Heroux to purchase shares of MAAX Holdings' series
A preferred stock. The plan provides for the grant of nonqualified stock options
to any of our full or part-time employees, including officers and directors,
consultants and independent contractors. The exercise price of options granted
under the plan is generally equal to the fair market value of our common stock
on the date such options are granted, as determined by MAAX Holdings' board of
directors, however, the board has discretion to issue options at exercise prices
lower or higher than fair market value. The plan is administered by MAAX
Holdings' board of directors and by our compensation committee.

         While the terms of the options granted under this plan are determined
at the time of grant, the stock options will expire ten years after grant. New
stock options are comprised of two general types: (1) options with fixed vesting
schedules and (2) options that vest upon the achievement of established
performance targets. Upon a holders' termination from employment, all options
terminate immediately, except in the case of termination by us without cause (as
defined in the option agreement) or upon the holders' death or disability or by
the holder for good reason (as defined in the option agreement), in which case
vested options remain exercisable for a period of time after termination.

                                       56
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

         MAAX Holdings' capital stock consists of common stock, par value $0.01
per share, and series A preferred stock, par value $0.01 per share. MAAX
Holdings' common stock consists of common stock and class A common stock which
are identical in all respects, except that the class A common stock is not
entitled to vote in the election of directors. The only stockholder that holds
class A common stock is OMERS. The series A preferred stock is redeemable under
certain circumstances, does not have voting rights, no shares of series A
preferred stock have been issued and Mr. Heroux is the only stockholder who has
options to purchase our series A preferred stock.

         JWC Fund III, Perseis and OMERS hold approximately 98.7% of the
outstanding common stock prior to dilution for options. MAAX Holdings made
approximately 9% of its equity on a fully-diluted basis available to certain
consultants, members of our management and one of our directors through its 2004
stock option plan, in addition to approximately $2.7 million of rollover option
fair value as of the closing date of the June 2004 Transactions to certain
members of our management, including a one-time option grant to Mr. Heroux to
purchase shares of MAAX Holdings' series A preferred stock.

         The following table sets forth certain information regarding the
beneficial ownership of MAAX Holdings' capital stock by (a) JWC Fund III,
Perseis and OMERS, (b) MAAX Holdings' directors and named executive officers,
and (c) all directors and executive officers described above as a group. Except
as otherwise noted in "Item 13. Certain Relationships and Related Party
Transactions," we know of no agreements among MAAX Holdings' stockholders which
relate to voting or investment power over MAAX Holdings' capital stock or any
arrangement the operation of which may at a subsequent date result in a change
of control of our company.

         Beneficial ownership is determined in accordance with the rules of the
SEC, and includes direct and indirect voting power and/or investment power with
respect to securities. Shares of capital stock subject to options which are
exercisable within 60 days of May 15, 2006, are deemed outstanding for purposes
of computing the beneficial ownership of the person holding such options, but
are not deemed outstanding for purposes of computing the beneficial ownership of
any other person. Except as otherwise noted, the persons or entities named have
sole voting and investment power with respect to the shares shown as
beneficially owned by them. Unless otherwise indicated, the principal address of
each of the stockholders below is c/o MAAX Holdings, 9224 73rd Avenue North,
Brooklyn Park, Minnesota 55428.
<TABLE>
<CAPTION>

                                                                                  Percentage of
                                                               Number of Shares       Shares
                                                                 Beneficially      Beneficially
Beneficial Owner                                                     Owned            Owned
----------------                                                ---------------   ----------------
<S>                                                                   <C>                <C>
Andre Heroux(1)................................................       167,244            5.4%
Denis Aubin(2).................................................         9,862              *
Benoit Boutet(3)...............................................         8,503              *
Patrice Henaire(4).............................................        10,489              *
Jean Rochette(5)...............................................            --              *
Guy Berard(6)..................................................         5,949              *
Terry Rake(7)..................................................         5,768              *
Daniel Stewart(8)..............................................        17,898              *
Sophie Fortin(9)...............................................         7,850              *
Richard Levesque(10)...........................................         5,370              *
Arthur Byrne(11)(12)...........................................     1,613,739           52.3%
Michael Graham(13)(14).........................................       611,559           19.8%
Andre LaForge(15)(16)..........................................       611,559           19.8%
James Rhee(12)(17).............................................     1,609,745           52.1%
Steven Segal(12)(18)...........................................     1,609,745           52.1%
Perseis Private Equity Limited Partnership(16)(19).............       489,247           15.9%
Perseis (QLP) Private Equity Limited Partnership(16)(19).......       122,312            4.0%
J.W. Childs Equity Partners III, L.P.(12)(20)..................     1,575,617           51.0%
J.W. Fund III Co-Invest LLC(12)(20)............................        34,128            1.1%
Ontario Municipal Employees Retirement Board(14)(21)...........       611,559           19.8%
All executive officers and directors as a group (15 persons)...     3,075,790           99.6%
</TABLE>

                                       57
<PAGE>

------------------

*    Amount represents less than 1% of our capital stock.

(1)  Includes (i) 124,249 shares of common stock issuable upon exercise of
     options and (ii) 42,995 shares of preferred stock issuable upon exercise of
     options.

(2)  Includes (i) 6,667 shares of common stock and (ii) 3,195 shares of common
     stock issuable upon exercise of options.

(3)  Includes (i) 1,333 shares of common stock and (ii) 7,170 shares of common
     stock issuable upon exercise of options.

(4)  Includes (i) 3,000 shares of common stock and (ii) 7,489 shares of common
     stock issuable upon exercise of options.

(5)  In connection with the termination of Mr. Rochette's employment, we
     repurchased 24,576 shares of common stock from Mr. Rochette on March 25,
     2005.

(6)  Includes (i) 4,170 shares of common stock and (ii) 1,780 shares of common
     stock issuable upon exercise of options. Mr. Berard's employment with MAAX
     Corporation was terminated on July 29, 2005.

(7)  Includes 5,768 shares of common stock issuable upon exercise of options.

(8)  Includes (i) 9,056 shares of common stock and (ii) 8,842 shares of common
     stock issuable upon exercise of options.

(9)  Includes (i) 7,250 shares of common stock and (ii) 600 shares of common
     stock issuable upon exercise of options.

(10) Includes (i) 4,530 shares of common stock and (ii) 840 shares of common
     stock issuable upon exercise of options.

(11) Includes (i) 3,994 shares of common stock issuable upon exercise of options
     and (ii) 1,575,617 shares of common stock held by J.W. Childs Equity
     Partners III, L.P. and its affiliates and 34,128 shares of common stock
     held by JWC Fund III Co-Invest LLC which Mr. Byrne may be deemed to
     beneficially own by virtue of his position as an Operating Partner of J.W.
     Childs Associates, L.P., which manages J.W. Childs Equity Partners III,
     L.P. and its affiliates. Mr. Byrne disclaims beneficial ownership of the
     shares held by J.W. Childs Equity Partners III, L.P. and JWC Fund III
     Co-Invest LLC.

(12) The address for these stockholders is c/o J.W. Childs Associates, L.P., 111
     Huntington Avenue, Suite 2900, Boston, Massachusetts 02199-7610.

(13) Includes (i) 311,559 shares of common stock and (ii) 300,000 shares of
     class A common stock held by Ontario Municipal Employees Retirement Board
     which Mr. Graham may be deemed to beneficially own by virtue of his
     position as a Vice President of OMERS Capital Partners. Mr. Graham
     disclaims beneficial ownership of the shares held by Ontario Municipal
     Employees Retirement Board.

                                       58
<PAGE>

(14) Includes (i) 311,559 shares of common stock and (ii) 300,000 shares of
     class A common stock held by Ontario Municipal Employees Retirement Board.
     The address for this stockholder is c/o OMERS, One University Avenue, Suite
     700, Toronto, Ontario M5J 2P1.

(15) Includes 489,247 shares of common stock held by Perseis Private Equity
     Limited Partnership and Perseis (QLP) Private Equity Limited Partnership
     which Mr. LaForge may be deemed to beneficially own by virtue of his
     position as a Senior Vice President, director and shareholder of Perseis
     Private Equity General Partner Inc., the sole general partner of the
     aforementioned limited partnership. Mr. LaForge disclaims beneficial
     ownership of the shares held by Perseis Private Equity Limited Partnership
     and Perseis (QLP) Private Equity Limited Partnership.

(16) The address for these stockholders is c/o Perseis Partners Inc., The
     Flatiron Building, Suite 300, 49 Wellington Street East, Toronto, Ontario
     M5E 1C9. Perseis Partners Inc., is the manager of Perseis Private Equity
     Limited Partnership and Perseis (QLP) Private Equity Limited Partnership.

(17) Includes 1,575,617 shares of common stock held by J.W. Childs Equity
     Partners III, L.P. and its affiliates and 34,128 shares of common stock
     held by JWC Fund III Co-Invest LLC which Mr. Rhee may be deemed to
     beneficially own by virtue of his position as a Vice President of J.W.
     Childs Associates, L.P., which manages J.W. Childs Equity Partners III,
     L.P. and its affiliates. Mr. Rhee disclaims beneficial ownership of the
     shares held by J.W. Childs Equity Partners III, L.P. and JWC Fund III
     Co-Invest LLC.

(18) Includes 1,575,617 shares of common stock held by J.W. Childs Equity
     Partners III, L.P. and its affiliates and 34,128 shares of common stock
     held by JWC Fund III Co-Invest LLC which Mr. Segal may be deemed to
     beneficially own by virtue of his position as a Partner of J.W. Childs
     Associates, L.P., which manages J.W. Childs Equity Partners III, L.P. and
     its affiliates. Mr. Segal disclaims beneficial ownership of the shares held
     by J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest LLC.

(19) The directors of Perseis Private Equity General Partner Inc., Mr. LaForge,
     Ian Collier, Gerry McGrath, Christopher Bardsley, Bruce Hetherington, Scott
     Sinha and David Grant, have and share voting and investment control over,
     and therefore may be deemed to beneficially own, the shares of common stock
     held by these entities. These individuals disclaim beneficial ownership of
     the shares held by these entities.

(20) John W. Childs, Michael N. Cannizarro, Glenn A. Hopkins, Jerry D. Horn,
     Raymond B. Rudy, Dana L. Schmaltz, Adam L. Suttin, William E. Watts, Edward
     D. Yun, Jeff Teschke, Mark J. Tricolli, Stephanie Mansfield-Rourke, Allan
     Dowds, David A. Fiorontino, Kam S. Leong, Kelvin Yao and the persons
     indicated by notes (11), (17) and (18) above have and share voting and
     investment control over, and therefore may be deemed to beneficially own,
     the shares of common stock held by these entities. These individuals
     disclaim beneficial ownership of the shares held by these entities.

(21) OMERS Capital Partners Inc., as manager of the private equity assets of
     Ontario Municipal Employees Retirement Board (the registered and beneficial
     holder of the common and class A common stock), has voting and investment
     control over the shares held by this entity.

                                       59
<PAGE>

Equity Compensation Plan Information

         The following table summarizes as of February 28, 2006 the shares of
MAAX Holdings' common stock and series A preferred stock subject to outstanding
awards or available for future awards under MAAX Holdings' equity compensation
plan.
<TABLE>
<CAPTION>

                                                                                Number of Shares
                                                                                   Remaining
                                                                                   Available
                                                                                   For Future
                                                                                    Issuance
                                                 Number of                        Under Equity
                                                   Shares         Weighted        Compensation
                                                to be Issued       Average           Plans
                                                    Upon       Exercise Price      (Excluding
                                                Exercise of          of              Shares
                                                Outstanding      Outstanding    Reflected in the
Plan Category                                     Options          Options       First Column)
-------------                                   -----------    --------------   ----------------
<S>                                                <C>               <C>             <C>
Equity compensation plan approved
  by stockholders...........................       407,866           $12.82          36,834 (1)
Equity compensation plan not approved
  by stockholders...........................          --               --              --
Total.......................................       407,866           $12.82          36,834
</TABLE>

------------------

(1)  Represents shares remaining available under our 2004 stock option plan.

Item 13. Certain Relationships and Related Party Transactions

Equity Commitment Letter

         Pursuant to an equity commitment letter, dated as of May 30, 2006,
among MAAX Holdings, Beauceland and our Sponsors, our Sponsors have committed to
invest up to $7.0 million in the aggregate in equity securities of MAAX Holdings
for the purpose of satisfying the conditions of the lenders' waiver under the
amendment to MAAX Corporation's senior secured credit facility described under
the captions "Business -- Recent Developments," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "-- MAAX Corporation's Senior Secured Credit Facility."

Stockholders Agreement

         Our Sponsors and all of MAAX Holdings' stockholders, including each of
MAAX Holdings' executive officers and directors who own shares of MAAX Holdings'
capital stock or stock options and the stockholders affiliated with the
Sponsors, are parties to a stockholders agreement governing certain aspects of
the relationship among the parties and their ownership of MAAX Holdings' capital
stock. The stockholders agreement includes provisions relating to restrictions
on issue or transfer of shares, call rights, put rights, tag-along rights,
drag-along rights, pre-emptive rights, rights of first offer, rights of first
refusal, registration rights, other special corporate governance provisions
(including the right of our Sponsors to veto various corporate actions) and the
election of directors. In the event of the termination of employment of a
stockholder who is a member of management, MAAX Holdings, or another person
designated by MAAX Holdings, may purchase the shares of stock held by the
terminated employee. If neither MAAX Holdings nor its designee purchases the
shares of stock held by the terminated employee, the Sponsors will be entitled
to do so on a pro rata basis. If no such person elects to purchase the shares
held by the terminated employee, the employee may force MAAX Holdings or its
designee to purchase the shares of stock held by the employee.

Management Agreement

         MAAX Holdings and MAAX Corporation are parties to a Management
Agreement with the Sponsors under which MAAX Corporation paid a one-time fee
equal to $4.6 million to be shared pro rata among the Sponsors in connection
with the June 2004 Transactions. In exchange for providing financial and
strategic corporate planning consulting services, the Sponsors receive
consulting fees of an aggregate of approximately $54,000 per month, plus
out-of-pocket expenses.

                                       60
<PAGE>

Employment Agreements

         MAAX Corporation or MAAX Inc. or one of its subsidiaries entered into
employment agreements with Messrs. Heroux, Aubin, Boutet, Henaire, Rake, Stewart
and Levesque and Ms. Fortin, all of which are described in this report in "Item
11. Executive Compensation -- Employment Agreements."

Director Compensation

         During fiscal year 2006, no member of the board of directors received
compensation for service on the board, other than expense reimbursement.

Severance and Retention Arrangements

         Effective as of March 25, 2005, MAAX Corporation entered into a
separation agreement with Mr. Rochette. Pursuant to the terms of the separation
agreement, MAAX Corporation paid Mr. Rochette a lump sum of C$525,000 in April
2005 and agreed to provide Mr. Rochette with life and medical insurance benefits
for a six-month period. MAAX Corporation also transferred to Mr. Rochette title
to the company car previously used by him. In addition, on April 1, 2005, MAAX
Holdings repurchased from Mr. Rochette an aggregate of 24,576 shares of common
stock for a purchase price of $16.56 per share. Options to purchase 26,624
shares of common stock previously held by Mr. Rochette lapsed as a result of the
termination of Mr. Rochette's employment.

         Effective as of July 29, 2005, Mr. Berard's employment with MAAX
Corporation was terminated. On September 7, 2005, MAAX Corporation paid Mr.
Berard a lump sum of C$185,000. Options to purchase 5,325 shares of common stock
previously held by Mr. Berard lapsed as a result of the termination of Mr.
Berard's employment.

Item 14. Principal Accountant Fees and Services

         The following table sets forth the aggregate fees billed to MAAX
Holdings and its predecessor company, MAAX Inc., for professional audit services
rendered by KPMG for the audit of our annual consolidated financial statements
for the fiscal years ended February 28, 2005 and February 28, 2006, the review
of the consolidated financial statements included in our quarterly reports for
such periods and fees billed for other services rendered by KPMG for such
periods. Fees include amounts related to the year indicated which may differ
from amounts billed.

                                                          Fiscal Year Ended
                                                      ------------------------
                                                      February 28,  February 28,
                                                         2005          2006
                                                      -----------    ---------
                                                       (dollars in thousands)
Audit Fees(1)......................................   $       538    $     676
Audit-Related Fees(2)..............................           546           27
Tax Fees(3)........................................           896          599
                                                      -----------    ---------
                                                      $     1,980    $   1,302

------------------

(1)  The Audit Fees consist of fees billed for professional services rendered in
     connection with the audit of MAAX Holdings, Beauceland and its predecessor,
     MAAX Inc.'s consolidated financial statements and review of the interim
     consolidated financial statements reflecting quarterly results included in
     MAAX Holdings' Form 10-Q. It also includes services that are normally
     provided by KPMG in connection with statutory and regulatory filings or
     engagements.

(2)  The Audit-Related Fees consist of fees billed for assurance and related
     services that are reasonably related to the performance of the audit or
     review of MAAX Holdings, Beauceland and its predecessor, MAAX Inc's
     consolidated financial statements and are not included under the caption
     "Audit Fees." These services include professional services requested by us
     in connection with employee benefit plan audits, accounting consultations
     in connection with acquisitions and Section 404 of the Sarbanes-Oxley Act.

                                       61
<PAGE>

(3)  The Tax Fees consist of fees billed for professional services for tax
     compliance, tax advice and tax planning. These services include tax advice
     regarding domestic and international tax compliance, tax reporting
     requirements, audit compliance and international tax matters.

Audit Committee Pre-Approval Policies and Procedures

         Our audit committee must pre-approve all audit and non-audit services
provided by our independent auditors prior to the engagement of the independent
auditors with respect to such services. Our independent auditors may be engaged
to provide non-audit services only after our audit committee has first
considered the proposed engagement and has determined in each instance that the
proposed services are not prohibited by applicable regulations and the auditors'
independence will not be materially impaired as a result of having provided such
services. In making this determination, our audit committee considers whether a
reasonable investor, knowing all relevant facts and circumstances, would
conclude that the auditors' exercise of objective and impartial judgment on all
issues encompassed within the auditors' engagement would be materially impaired.
Our audit committee may delegate its approval authority to pre-approve services
provided by the independent auditors to (i) one or more of the members of our
audit committee or (ii) with respect to certain defined non-audit services
within a defined scope and fee range, to our Chief Financial Officer, provided
that any such approvals are presented to our audit committee at its next
scheduled meeting.

                                       62
<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

         (a)      1. Financial Statements

         The following financial statements have been filed as required by Item
8 of this report.

Consolidated Financial Statements of MAAX Holdings, Inc. and Predecessor Company
         (MAAX Inc.) for the years ended February 29, 2004, the 95 day period
         ended June 3, 2004, the 270 day period ended February 28, 2005 and the
         year ended February 28, 2006

         Consolidated Balance Sheets
         Consolidated Statements of Income
         Consolidated Statements of Shareholders' Equity and Comprehensive
         (Loss) Income
         Consolidated Statements of Cash Flows
         Notes to Consolidated Financial Statements

                  2. Financial Statement Schedule

         The following financial statement schedule has been filed as required
by Item 8 of this report:

Financial Statement Schedule -- Valuation and Qualifying Accounts

         (b)      Exhibits

Exhibit
  No.                               Exhibit
-------  -----------------------------------------------------------------------
  2.1    Merger Agreement, dated as of March 10, 2004, among 3087052 Nova Scotia
         Company, 3087053 Nova Scotia Company, 9139-4460 Quebec Inc., 9139-7158
         Quebec Inc. and MAAX Inc.* (1)
  2.2    Amalgamation Agreement, dated as of March 10, 2004, among 9139-4460
         Quebec Inc., 9139-7158 Quebec Inc., 3087053 Nova Scotia Company and
         MAAX Inc.* (1)
  3.1    Fourth Amended and Restated Certificate of Incorporation of MAAX
         Holdings, Inc. (3)
  3.2    Amended and Restated Bylaws of MAAX Holdings, Inc. (3)
  4.1    Indenture, dated as of December 10, 2004, between MAAX Holdings, Inc.
         and U.S. Bank Trust National Association, as Trustee. (3)
  4.2    Exchange and Registration Rights Agreement, dated as of December 10,
         2004, among MAAX Holdings, Inc., Merrill Lynch & Co. and Merrill Lynch,
         Pierce, Fenner & Smith Incorporated. (3)
  4.3    Form of 11.25% Senior Discount Note due 2012 (included in Exhibit 4.1).
         (3)
  4.4    Indenture, dated as of June 4, 2004, among MAAX Corporation, the
         Guarantors named therein and U.S. Bank Trust National Association, as
         Trustee. (1)
  4.5    Exchange and Registration Rights Agreement, dated as of June 4, 2004,
         among MAAX Corporation, the Guarantors named therein, Goldman, Sachs &
         Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, as representatives of the several Purchasers. (1)
  4.6    Form of 9.75% Senior Subordinated Note due 2012 (included in Exhibit
         4.4). (1)
  4.7    Form of Guarantee executed by the Guarantors identified therein
         (included in Exhibit 4.4). (1)
 10.1    Management Agreement, dated as of June 4, 2004, among J.W. Childs
         Associates, L.P., Borealis Capital Corporation, Ontario Municipal
         Employees Retirement Board, MAAX Holdings, Inc. and MAAX Corporation.
         (1)
 10.2    Employment Agreement, dated as of June 4, 2004, among MAAX Corporation,
         MAAX Canada Inc. and Andre Heroux.** (1)
 10.3    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Denis Aubin.** (1)
 10.4    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Benoit Boutet.** (1)
 10.5    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Patrice Henaire.** (1)
 10.6    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Jean Rochette.** (1)

                                       63
<PAGE>
Exhibit
  No.                               Exhibit
-------  -----------------------------------------------------------------------
 10.7    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Guy Berard.** (1)
 10.8    Employment Agreement, dated as of June 4, 2004, between MAAX Inc. and
         Terry Rake.** (1)
 10.9    Employment Agreement, dated as of December 1, 2003, among MAAX-KSD
         Corporation, MAAX Inc. and Daniel Stewart.** (1)
 10.10   Letter of Employment, dated as of October 26, 2004, between MAAX
         Corporation and Richard Levesque.** (3)
 10.11   Employment Agreement, dated as of January 31, 2005, between MAAX
         Corporation and Sophie Fortin (unofficial English translation).** (3)
 10.12   Management Agreement, dated as of January 10, 2001, between Gestion
         Camada Inc. and MAAX Inc., as amended (unofficial English translation).
         (1)
 10.13   Form of Consulting Agreement, dated as of March 1, 2004, between MAAX
         Inc. and each of Richard Garneau, David Poulin and Marie-France
         Poulin.** (1)
 10.14   Form of Non-Competition Agreement, dated as of June 4, 2004, between
         MAAX Corporation and each of Placide Poulin, Richard Garneau, David
         Poulin and Marie-France Poulin. (1)
 10.15   Credit and Guaranty Agreement, dated as of June 4, 2004, among MAAX
         Corporation, Beauceland Corporation ("Holdings"), the subsidiaries of
         Holdings party thereto as Guarantors, the lenders party thereto, and
         Goldman Sachs Credit Partners, L.P., Royal Bank of Canada, Merrill
         Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
         agents and arrangers. (1)
 10.16   Sodex Factoring Agreement, dated as of February 24, 2004, among MAAX
         Inc., MAAX Canada Inc., MAAX Spas (Ontario) Inc., MAAX Westco Inc.,
         MAAX Spas (BC) Inc., MAAX-KSD Corporation, MAAX Southeast Inc., Pearl
         Baths, Inc., MAAX-Hydro Swirl Manufacturing Corp., MAAX Midwest Inc.,
         MAAX Spas (Arizona), Inc., Cuisine Expert -- C.E. Cabinets, Inc.,
         9022-3751 Quebec Inc., Aker Plastics Company Inc. and NatExport and
         Sodex, both divisions of the National Bank of Canada. (1)
 10.17   Form of Retention Package for each of the persons listed in Exhibit
         99.3. (1)
 10.18   Purchase Agreement, dated as of December 3, 2004, among MAAX Holdings,
         Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
         Incorporated. (5)
 10.19   Purchase Agreement, dated as of May 27, 2004, among MAAX Corporation,
         the Guarantors named therein, Goldman, Sachs & Co., Merrill Lynch & Co.
         and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
         representatives of the several Purchasers. (1)
 10.20   Amendment No. 1 to the Credit and Guaranty Agreement, dated as of
         October 6, 2004, among MAAX Corporation, Beauceland Corporation
         ("Holdings"), the subsidiaries of Holdings party thereto as Guarantors,
         the lenders party thereto, and Goldman Sachs Credit Partners, L.P.,
         Royal Bank of Canada, Merrill Lynch & Co. and Merrill Lynch, Pierce,
         Fenner & Smith Incorporated, as agents and arrangers. (2)
 10.21   Amendment No. 2 to the Credit and Guaranty Agreement, dated as of
         December 3, 2004, among MAAX Corporation, Beauceland Corporation
         ("Holdings"), the subsidiaries of Holdings party thereto as Guarantors,
         the lenders party thereto, and Goldman Sachs Credit Partners, L.P.,
         Royal Bank of Canada and Merrill Lynch & Co. and Merrill Lynch, Pierce,
         Fenner & Smith Incorporated, as agents and arrangers. (2)
 10.22   Second Amended and Restated Stockholders Agreement, dated as of June 2,
         2005, among MAAX Holdings, Inc. and the stockholders identified
         therein. (4)
 10.23   MAAX Holdings, Inc. 2004 Stock Option Plan.** (3)
 10.24   Form of MAAX Holdings, Inc. Stock Option Agreement -- New Options.**
         (3)
 10.25   Form of MAAX Holdings, Inc. Stock Option Agreement -- Rollover
         Options.** (3)
 10.26   MAAX Holdings, Inc. Stock Option Agreement -- CEO Common Stock Options,
         dated as of June 4, 2004, between MAAX Holdings, Inc. and Andre
         Heroux.** (3)
 10.27   MAAX Holdings, Inc. Stock Option Agreement -- CEO Preferred Stock
         Options, dated as of June 4, 2004, between MAAX Holdings, Inc. and
         Andre Heroux.** (3)
 10.28   Separation Agreement, dated as of April 13, 2005, between MAAX
         Corporation and Jean Rochette (unofficial English translation).** (3)
 10.29   Letter Agreement, dated July 22, 2005, from MAAX Corporation to Terry
         Rake.** (5)
 10.30   Amendment No. 3 to the Credit and Guaranty Agreement, dated as of July
         15, 2005, among MAAX Corporation, Beauceland Corporation ("Holdings"),
         the subsidiaries of Holdings party thereto as Guarantors, the lenders
         party thereto, and Goldman Sachs Credit Partners L.P., Royal Bank of
         Canada and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
         Incorporated, as agents and arrangers. (6)

                                       64
<PAGE>
Exhibit
  No.                               Exhibit
-------  -----------------------------------------------------------------------
 10.31   Amendment No. 4 to the Credit and Guaranty Agreement, dated as of
         August 31, 2005, among MAAX Corporation, Beauceland Corporation
         ("Holdings"), the subsidiaries of Holdings party thereto as Guarantors,
         the lenders party thereto, and Goldman Sachs Credit Partners L.P.,
         Royal Bank of Canada and Merrill Lynch & Co., Merrill Lynch, Pierce,
         Fenner & Smith Incorporated, as agents and arrangers. (6)
 10.32   Amendment No. 5 to the Credit and Guaranty Agreement, dated as of
         November 14, 2005, among MAAX Corporation, Beauceland Corporation
         ("Holdings"), the subsidiaries of Holdings party thereto as Guarantors,
         the lenders party thereto, and Goldman Sachs Credit Partners L.P.,
         Royal Bank of Canada and Merrill Lynch & Co., Merrill Lynch, Pierce,
         Fenner & Smith Incorporated, as agents and arrangers. (7)
 10.33   Employment Agreement, dated as of January 3, 2006 and effective as of
         March 1, 2005, between MAAX-KSD Corporation and Daniel Stewart.** (8)
 10.34   Master Agreement, dated as of February 20, 2006, among MAAX Canada
         Inc., MAAX Cabinets Inc., MAAX-KSD Corporation, MAAX Spas (Arizona),
         Inc. and NatExport, a division of the National Bank of Canada. (9)
 10.35   Amendment No. 6 to the Credit and Guaranty Agreement, dated as of
         May 30, 2006, among MAAX Corporation, Beauceland Corporation
         ("Holdings"), the subsidiaries of Holdings party thereto as Guarantors,
         the lenders party thereto, and Goldman Sachs Credit Partners L.P.,
         Royal Bank of Canada and Merrill Lynch & Co., Merrill Lynch, Pierce,
         Fenner & Smith Incorporated, as agents and arrangers.
 12.1    Computation of Ratio of Earnings to Fixed Charges.
 14.1    Code of Ethics. (10)
 21.1    Subsidiaries of Registrant. (3)
 23.1    Consent of KPMG LLP
 31.1(i) Certification required by Rule 13a-14(a) or Rule 15d-14(a).
 31.2(i) Certification required by Rule 13a-14(a) or Rule 15d-14(a).
 32.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.



  99.1   List of parties to the form of agreement in Exhibit 10.15. (1)

------------------

*    The Registrant will furnish schedules to these agreements to the Commission
     upon request.

**   Indicates a management contract or compensatory plan or arrangement, as
     required by Item 15(a)(3) of Form 10-K.

(1)  Previously filed as an exhibit to the Registration Statement on Form F-4 of
     MAAX Corporation filed on September 15, 2004, SEC File Number 333-118990
     and incorporated by reference herein.

(2)  Previously filed as an exhibit to Amendment No. 1 to the Registration
     Statement on Form F-4 of MAAX Corporation filed on December 10, 2004, SEC
     File Number 333-118990 and incorporated by reference herein.

(3)  Previously filed as an exhibit to the Registration Statement on Form S-4 of
     MAAX Holdings, Inc. filed on May 26, 2005.

(4)  Previously filed as an exhibit to Amendment No. 1 to the Registration
     Statement on Form S-4 of MAAX Holdings, Inc. filed on July 19, 2005.

(5)  Previously filed as an exhibit to Amendment No. 2 to the Registration
     Statement on Form S-4 of MAAX Holdings, Inc. filed on August 22, 2005.

(6)  Previously filed as an exhibit to Amendment No. 4 to the Registration
     Statement on Form S-4 of MAAX Holdings, Inc. filed on September 13, 2005.

(7)  Previously filed as an exhibit to the Current Report on Form 8-K of MAAX
     Holdings, Inc. filed on November 16, 2005.

(8)  Previously filed as an exhibit to the Current Report on Form 8-K of MAAX
     Holdings, Inc. filed on January 5, 2006.

                                       65
<PAGE>

(9)  Previously filed as an exhibit to the Current Report on Form 8-K of MAAX
     Holdings, Inc. filed on February 23, 2006.

(10) Previously filed as an exhibit to the Annual Report on Form 20-F of
     Beauceland Corporation filed on May 26, 2005, SEC File Number 333-118990-11
     and incorporated by reference herein.

                                       66
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on May 30, 2006.


                                       MAAX HOLDINGS, INC.

                                       By: /s/ ANDRE HEROUX
                                           -------------------------------------
                                           Name:   Andre Heroux
                                           Title:  President and Chief
                                                   Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

     Signature                             Title                       Date

/s/ ARTHUR BYRNE                  Non-Executive Chairman of         May 30, 2006
---------------------------       the Board of Directors
    Arthur Byrne

/s/ ANDRE HEROUX                  President and Chief               May 30, 2006
---------------------------       Executive Officer and
    Andre Heroux                  Director (principal
                                  executive officer)

/s/ DENIS AUBIN                   Executive Vice President,         May 30, 2006
---------------------------       Chief Financial Officer and
    Denis Aubin                   Secretary (principal
                                  financial and accounting
                                  officer)

/s/ BENOIT BOUTET                 Vice President and Corporate      May 30, 2006
---------------------------       Controller
    Benoit Boutet

/s/ MICHAEL GRAHAM                Director                          May 30, 2006
---------------------------
    Michael Graham

/s/ ANDRE LAFORGE                 Director                          May 30, 2006
---------------------------
    Andre LaForge

/s/ JAMES RHEE                    Director                          May 30, 2006
---------------------------
    James Rhee

/s/ STEVEN SEGAL                  Director                          May 30, 2006
---------------------------
    Steven Segal


<PAGE>

Supplemental Information to be furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act

         No annual report to security holders covering the Registrant's last
fiscal year has been sent to the Registrant's security holders and no proxy
statement, form of proxy or other proxy soliciting material has been sent to
more than ten of the Registrant's security holders with respect to any annual or
other meeting of security holders. No such report or proxy material is expected
to be furnished to security holders subsequent to the filing of this Annual
Report on Form 10-K.


<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


Consolidated Financial Statements of MAAX Holdings, Inc. and predecessor company
(MAAX Inc.) for the year ended February 29, 2004, 95-day period ended June 3,
2004, 270-day period ended February 28, 2005 and year ended February 28, 2006

Report of the Independent Registered Public Accounting Firm                  F-2

Consolidated Balance Sheets as of February 28, 2005 and February 28, 2006    F-3

Consolidated Statements of Income for the year ended February 29, 2004,
  the 95-day period ended June 3, 2004, the 270-day period ended
  February 28, 2005 and year ended February 28, 2006                         F-5

Consolidated Statements of Shareholders' Equity and Comprehensive
  (Loss) Income for year ended February 29, 2004, the 95-day period
  ended June 3, 2004, the 270-day period ended February 28, 2005 and
  year ended February 28, 2006                                               F-6

Consolidated Statements of Cash Flows for the Year ended February 29,
  2004, the 95-day period ended June 3, 2004, the 270-day period ended
  February 28, 2005 and year ended February 28, 2006                         F-9

Notes to Consolidated Financial Statements                                  F-11

Schedule -- Valuation and Qualifying Accounts                               F-76

                                      F-1
<PAGE>

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of MAAX Holdings,
Inc. and its subsidiaries as at February 28, 2006 and 2005 and the related
consolidated statements of income, shareholders' equity and comprehensive (loss)
income and cash flows for the year ended February 28, 2006 and the 270-day
period ended February 28, 2005. We have also audited the consolidated statements
of income, consolidated shareholders' equity and comprehensive (loss) income and
consolidated cash flows of the Predecessor Company ("MAAX Inc.") and its
subsidiaries for the year ended February 29, 2004 and the 95-day period ended
June 3, 2004. These financial statements are the responsibility of the
management of the Company and of its Predecessor Company. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of MAAX Holdings Inc. and its
subsidiaries as at February 28, 2006 and 2005 and the consolidated results of
their operations and their consolidated cash flows for the year ended February
28, 2006 and the 270-day period ended February 28, 2005 and the consolidated
results of the Predecessor Company and its subsidiaries' operations and its
consolidated cash flows for the year ended February 29, 2004 and the 95-day
period ended June 3, 2004 in conformity with accounting principles generally
accepted in the United States of America.


/s/ KPMG LLP

Chartered Accountants

Montreal, Canada

May 18, 2006

                                      F-2
<PAGE>


MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Consolidated Balance Sheets

February 28, 2005 and February 28, 2006
(In thousands of US dollars)

<TABLE>
<CAPTION>
===========================================================================================================
                                                                                       2005            2006
-----------------------------------------------------------------------------------------------------------

Assets
<S>                                                                            <C>             <C>
Current assets:
    Cash                                                                       $      5,522    $         --
    Accounts receivable, less allowance for doubtful accounts
      of $1,602 in 2005 and $ 1,467 in 2006 (note 6)                                 57,936          57,061
    Income taxes receivable                                                          11,662           2,506
    Inventories (note 7)                                                             44,587          44,389
    Assets held for sale                                                              1,545           1,296
    Prepaid expenses                                                                  4,321           4,736
    Deferred income taxes (note 13)                                                   3,588           4,646
    -------------------------------------------------------------------------------------------------------
    Total current assets                                                            129,161         114,634

Property, plant and equipment (note 8)                                               91,980          85,676
Intangible assets (note 9)                                                          138,006         134,489
Goodwill (note 10)                                                                  214,000         231,147
Derivative financial instruments (note 19)                                           10,619               4
Other assets, net of accumulated amortization                                        18,687          18,572
Deferred income taxes (note 13)                                                      10,890          11,109

-----------------------------------------------------------------------------------------------------------
Total assets                                                                   $    613,343    $    595,631
===========================================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
    Bank overdraft                                                             $         --    $        173
    Accounts payable                                                                 22,038          30,259
    Accrued liabilities (note 11)                                                    31,380          33,474
    Deferred income taxes (note 13)                                                   1,607              --
    Current portion of long-term debt (note 12)                                       6,286           7,292
    -------------------------------------------------------------------------------------------------------
   Total current liabilities                                                        61,311          71,198

Long-term debt (note 12)                                                            467,018         449,641
Deferred income taxes (note 13)                                                      56,994          58,524
-----------------------------------------------------------------------------------------------------------
Total liabilities                                                                   585,323         579,363

Commitments, contingencies and guarantees (note 23)

Shareholders' equity (note 14):
    Common shares, voting, with a par value of $0.01. Authorized: 30,000,000
      shares; issued and outstanding: 2,570,469 shares in 2006
      (2,564,245 shares in 2005)                                                     47,567          47,670
    Class A common shares, voting, with a par value of $0.01
      Authorized: 1,000,000 shares, issued and outstanding: 300,000 shares
    Series A preferred shares, non-voting, with a par value of $0.01
      Authorized: 150,000 shares, none issued and outstanding                            --              --
    Additional paid-in capital (note 15)                                              3,421           3,318
    Deficit                                                                         (20,769)        (49,003)
</TABLE>

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                            <C>             <C>
    Accumulated other comprehensive (loss) income, net of income
      taxes of $1,153 in 2005 and $508 in 2006                                       (2,199)         14,283
    -------------------------------------------------------------------------------------------------------
    Total shareholders' equity                                                       28,020          16,268

-----------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                     $    613,343    $    595,631
===========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Consolidated Statements of Income

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(In thousands of US dollars)

<TABLE>
<CAPTION>
==============================================================================================================
                                                                                       The Company
                                               Predecessor Company        ------------------------------------
                                          ------------------------------       June 4, 2004
                                                        March 1, 2004 to    to February 28,       February 28,
                                                  2004      June 3, 2004               2005               2006
--------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>                <C>
Net sales                                 $    489,012      $    142,067       $    370,456       $    522,752

Expenses:
    Cost of goods sold                         341,246            97,607            267,027            385,720
    Selling, general and
      administrative (note 16)                  76,521            35,784             66,574             99,667
    Depreciation and amortization
      (note 16)                                 15,638             3,987             14,100             21,152
    Impairment charge (note 4)                      --                --                 --              3,505
    Goodwill impairment (note 10)                4,511                --                 --                134
--------------------------------------------------------------------------------------------------------------
                                               437,916           137,378            347,701            510,178

--------------------------------------------------------------------------------------------------------------
Operating income                                51,096             4,689             22,755             12,574

Interest expense (note 16)                       4,898             1,321             23,409             42,712

--------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes               46,198             3,368               (654)           (30,138)

Income taxes (note 13)                          14,247             1,572              1,159             (1,971)

--------------------------------------------------------------------------------------------------------------
Net income (loss)                         $     31,951      $      1,796       $     (1,813)      $    (28,167)
==============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Consolidated Statements of Shareholders' Equity and Comprehensive (Loss) Income

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(In thousands of US dollars)

<TABLE>
<CAPTION>
===============================================================================================================
                                                                                    Accumulated
                                                                                          other
                                                                                        compre-         Compre-
                                                      Additional       Retained        hensive-         hensive
                                           Common        paid-in       earnings          (loss)          (loss)
                                            stock        capital      (deficit)          income          income
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>             <C>             <C>
Predecessor Company:

Balance, as at February 29, 2004     $    105,044   $        232   $    115,647    $     10,476

Net income                                     --             --          1,796              --    $      1,796

Cumulative translation adjustment              --             --             --          (2,811)         (2,811)
                                                                                                   ------------

Total comprehensive loss                       --             --             --              --    $     (1,015)
                                                                                                   ============

Dividends on common shares ($0.05)             --             --         (1,266)             --

Stock-based compensation (note 15)             --          2,714             --              --

Tax deduction on stock options
  exercised (note 15)                          --            219             --              --

Issuance of common shares                  11,809             --             --              --

-----------------------------------------------------------------------------------------------
Balance, as at June 3, 2004          $    116,853   $      3,165   $    116,177    $      7,665
===============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Consolidated Statements of Shareholders' Equity, and Comprehensive (Loss)
Income, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(In thousands of US dollars)

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                          Accumulated
                                                                                                other
                                                                                              compre-         Compre-
                                                           Additional         Retained       hensive-         hensive
                                               Common         paid-in         earnings         (loss)          (loss)
                                                stock         capital        (deficit)         income          income
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>             <C>
The Company:

Net loss                                 $         --    $         --    $     (1,813)   $         --    $     (1,813)

Cumulative translation adjustment, net
  of income taxes of $1,247                        --              --              --          (2,174)         (2,174)

Change in fair value of derivative
  financial instruments, net
  of income taxes of ($94)                         --              --              --             (25)            (25)
                                                                                                         ------------

Total comprehensive loss                           --              --              --              --    $     (4,012)
                                                                                                         ============

Stock options from MAAX Inc.
  stock option plan rolled over
  (note 3)                                         --           2,690              --              --

Stock-based compensation (note 15)                 --             731              --              --

Issuance of common stock (note 14)            133,689              --              --              --

Redemption of common stock and
  stock options (note 14)                     (86,122)             --              --              --

Excess of redemption price over
  stated capital (note 14)                         --              --         (18,956)             --

-----------------------------------------------------------------------------------------------------
Balance, as at February 28, 2005               47,567           3,421         (20,769)         (2,199)

Net loss                                           --              --         (28,167)             --    $    (28,167)

Cumulative translation adjustment, net
  of income taxes of ($637)                        --              --              --          16,493          16,493

Change in fair value of derivative
  financial instruments, net
  of income taxes of ($8)                          --              --              --             (11)            (11)
                                                                                                         ------------

Total comprehensive loss                           --              --              --              --    $    (11,685)
                                                                                                         ============

Stock-based compensation (note 15)                  0             144              --              --

Issuance of common stock (note 14)                195              --              --              --
</TABLE>

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

<S>                                      <C>             <C>             <C>             <C>
Redemption of common stock (note 14)              (92)           (247)             --              --

Excess of redemption price over
  stated capital (note 14)                         --              --             (67)             --

-----------------------------------------------------------------------------------------------------
Balance, as at February 28, 2006         $     47,670    $      3,318    $    (49,003)   $     14,283
=====================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Consolidated Statements of Cash Flows

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(In thousands of US dollars)

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                               The Company
                                                      Predecessor Company          ----------------------------------
                                                ------------------------------       June 4, 2004
                                                               March 1, 2004 to    to February 28,       February 28,
                                                        2004       June 3, 2004               2005               2006
---------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>                <C>                <C>
Cash flows related to operating activities:
    Net income (loss)                           $     31,951       $      1,796       $     (1,813)      $    (28,167)
    Items not affecting cash:
      Impairment of goodwill and
        long-lived assets (notes 4 and 10)             4,511                 --                 --              3,639
      Depreciation and amortization (note 16)         15,638              3,987             14,100             21,152
      Amortization of deferred financing
        charges (note 16)                                518                121              1,573              2,452
      Accreted interest on Senior
        Discount Notes                                    --                 --              2,750             13,068
      Gain on disposal of property, plant
           and equipment                                  --                 --                 --               (203)
      Stock-based compensation                            --              2,714              1,481                144
      Deferred income taxes (note 13)                  2,415             (2,350)               234             (1,540)
      Change in fair value of derivative
        financial instruments                         (9,210)             2,679               (768)            10,908
    Net change in non-cash balances
      related to operations (note 17)                 16,964            (13,839)            11,596             23,287
    -----------------------------------------------------------------------------------------------------------------
                                                      62,787             (4,892)            29,153             44,740
Cash flows related to financing activities:
    Increase (decrease) in bank overdraft                 --             54,844            (56,916)                --
    Decrease in bank loan                             (2,637)                --                 --                 --
    Proceeds from issuance
      of long-term debt                                   --             34,000            483,282                324
    Repayment of long-term debt                      (40,434)           (81,963)           (31,685)           (37,364)
    Proceeds from issuance of shares                   1,748                 33            133,689                195
    Redemption of common shares                           --                 --           (105,078)              (406)
    Debt issuance costs                                   --                 --            (16,396)              (846)
    Decrease in notes receivable related
      to the exercise of stock options                    --                 --             11,772                 --
    Interests received on share purchase loan             15                 --                 --                 --
    Dividends paid                                    (2,489)            (1,266)                --                 --
    -----------------------------------------------------------------------------------------------------------------
                                                     (43,797)             5,648            418,668            (38,097)
Cash flows related to investing activities:
    Business acquisitions (note 3)                      (122)            (3,762)          (435,794)                --
    Additions to property, plant and
      equipment                                      (17,851)            (1,563)            (4,284)            (6,708)
    Additions to intangible assets                        --                 --                 --             (1,994)
    Proceeds from disposal of
      property, plant and equipment                    1,751                110                130              1,477
    Other assets                                        (914)                76             (1,800)            (4,812)
    -----------------------------------------------------------------------------------------------------------------
                                                     (17,136)            (5,139)          (441,748)           (12,037)

---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                        1,854             (4,383)             6,073             (5,394)
</TABLE>

                                       F-9
<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>                <C>                <C>                <C>
Translation adjustment on cash
  denominated in foreign currencies                      (55)               (84)              (551)              (301)

Cash and cash equivalents,
  beginning of year                                    2,668              4,467                 --              5,522

---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents,
  end of year                                   $      4,467       $         --       $      5,522       $       (173)
=====================================================================================================================

Interest paid                                   $      4,511       $      2,839       $     15,096       $     27,518
Income taxes paid (recovered)                          7,875              7,821              9,846             (9,847)
=====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-10
<PAGE>
MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


     MAAX Holdings, Inc. (the "Company") is incorporated under the General
     Corporation Law of Delaware. Its principal business activity is to design,
     develop, manufacture and distribute bathroom, Cabinetry and spa products.

     MAAX Inc. (the "Predecessor Company") was incorporated under Part 1A of the
     Companies Act, (Quebec) and had the same business activity as the Company.


1.  Significant accounting policies:

    (a)  Basis of financial statement presentation:

         On June 4, 2004, the Company acquired all the outstanding shares of the
         Predecessor Company in a business combination accounted for as a
         purchase as described in note 3. As a result of the acquisition, the
         financial statements for the periods after the acquisition are
         presented on a different cost basis than that for the periods before
         the acquisition and, therefore, are not comparable. The accounting
         policies of the Company are consistent with those of the Predecessor
         Company. The financial statements are prepared in conformity with
         generally accepted accounting principles in the United States of
         America.

         In connection with FASB Interpretation No. 46, Consolidation of
         Variable Interest Entities, an interpretation of ARB No. 51 ("FIN 46"),
         the Company has concluded that it does not hold any potential variable
         interest entity. The Company has evaluated its interest in its
         wholly-owned subsidiaries and continues to consolidate them under the
         guidelines set forth in ARB No. 51, Consolidated Financial Statements
         ("ARB 51"), and FASB Statement No.94, Consolidation of All
         Majority-Owned Subsidiaries.

    (b)  Consolidation:

         The consolidated financial statements, expressed in US dollars, include
         the accounts of the Predecessor Company and all its subsidiaries up to
         June 3, 2004 and the accounts of the Company and all its subsidiaries
         from June 4, 2004. All significant intercompany balances and
         transactions were eliminated on consolidation.

                                      F-11
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (c)  Use of estimates:

         The preparation of financial statements in conformity with United
         States of America generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities, disclosure of contingent assets and
         liabilities and the reported amounts of revenues and expenses.
         Significant areas requiring the use of management estimates relate to
         the useful life of assets for amortization and evaluation of net
         recoverable amount, the determination of the fair value of assets
         acquired and liabilities assumed in business combinations, implied fair
         value of goodwill, provisions for doubtful accounts, obsolete
         inventories, product warranties and income taxes. Accordingly, actual
         results could differ from these estimates.

    (d)  Reporting currency:

         The functional and reporting currency of the Company is the US dollar.

         The financial statements of the Company's Canadian and Netherlands
         subsidiaries are measured using their local currencies as their
         functional currencies. In accordance with FASB Statement No. 52,
         Foreign Currency Translation, assets and liabilities of these
         subsidiaries are translated at exchange rates at the balance sheet
         date. Revenues and expenses are translated at the annual average
         exchange rate in effect during the year. The resulting cumulative
         translation adjustment is recorded in accumulated other comprehensive
         (loss) income in shareholders' equity.

         The functional currency of the Predecessor Company was the Canadian
         dollar. However, the Predecessor Company had adopted the US dollar as
         its reporting currency. The financial statements were translated into
         the reporting currency using the current rate method. Under this
         method, the financial statements are translated into the reporting
         currency as follows: assets and liabilities are translated at the
         exchange rate in effect at the date of the balance sheet, while
         revenues and expenses are translated at the annual average exchange
         rate in effect during the year. All gains and losses resulting from the
         translation of the financial statements into the reporting currency are
         included in accumulated other comprehensive (loss) income in
         shareholders' equity.

                                      F-12
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (d)  Reporting currency (continued):

         Long-term debt denominated in Canadian dollars and hedge relationship:

         A portion of the Company's long-term debt is denominated in Canadian
         dollars and is designated as a hedge against the net investment in a
         Canadian subsidiary. Any exchange gain or loss on the hedge is recorded
         against the exchange loss or gain arising on translation of the
         financial statements of the Canadian subsidiaries included in the
         cumulative translation adjustment account presented in accumulated
         other comprehensive (loss) income in shareholders' equity, in
         accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 52 Foreign Currency Translation. The foreign currency losses on the
         Company's long-term debt designated as a hedge against the net
         investment in a Canadian subsidiary and included in the accumulated
         other comprehensive (loss) income were $7,457,000 and $8,666,000,
         respectively, for the year ended February 28, 2006 and the 270-day
         period ended February 28, 2005.

         If the hedge relationship is terminated or becomes ineffective, the
         amounts included in accumulated other comprehensive (loss) income would
         remain in this account; gains and losses on the debt, subsequent to the
         termination of the hedging relationship, would be included in the
         statement of income.

    (e)  Cash and cash equivalents:

         Highly liquid investments with a maturity of three months or less from
         the date of acquisition are considered cash equivalents. Bank
         overdraft, which is repayable on demand and used as a temporary credit
         facility is also considered as cash equivalents due to its highly
         liquid nature.

    (f)  Trade receivables:

         The Company provides an allowance for doubtful accounts on its trade
         receivables based on management's judgment of the credit risk related
         to specific accounts. In accordance with SFAS No. 140, Accounting for
         Transfers and Servicing of Financial Assets and Extinguishments of
         Liabilities, gains or losses on the sale of trade receivables are
         calculated by comparing the carrying amount of the trade receivables
         sold with the total of the cash proceeds from the sale. Costs related
         to the sale are recognized in income as incurred and are included in
         selling, general and administrative expenses.

                                      F-13
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (g)  Inventories:

         Raw materials are valued at the lower of cost and replacement cost.
         Work in progress and finished goods are valued at the lower of cost and
         net realizable value.

         Cost is determined using the first-in, first-out method.

    (h)  Assets held for sale:

         Assets held for sale are recognized and measured according to FASB No.
         144, Accounting for Impairment or Disposal of Long-Lived Assets. As at
         February 28, 2006, the Company had one building for sale and the sale
         occurred on March 1, 2006. This asset is presented in the Company's
         consolidated balance sheet as "assets held for sale" at its fair value
         less cost to sell and is included in the bathroom operating segment.

    (i)  Property, plant and equipment:

         Property, plant and equipment are stated at cost, net of government
         grants and investment tax credits. Depreciation is calculated mainly
         using the following methods, rates and periods:

<TABLE>
<CAPTION>
         =================================================================================
         Asset                                                   Method        Rate/period
         ---------------------------------------------------------------------------------
<S>                                  <C>                                      <C>
         Paving                                       Declining balance                 4%
         Buildings                                        Straight-line           40 years
         Moulds and dies                                  Straight-line       2 to 7 years
         Furniture and equipment                      Declining balance        10% and 20%
         Data processing system      Declining balance or straight-line        15% and 30%
         Automotive equipment                         Declining balance        20% and 30%

         =================================================================================
</TABLE>

         Repair and maintenance expenditures are expensed as incurred.

         The Company assesses property, plant and equipment for impairment when
         events or circumstances indicate that the carrying amount of these
         assets may not be recoverable.

                                      F-14
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (j)  Intangible assets:

         Intangible assets with finite lives are stated at cost.

         Carrying values of intangible assets with finite lives acquired in
         business combinations and intangible assets with finite lives acquired
         individually or with a group of other assets are evaluated whenever
         events or changes in circumstances indicate that their carrying value
         amount may not be recoverable. If any indicators were present, a test
         for recoverability would be performed by comparing the carrying amount
         of the asset or group of assets to the net undiscounted cash flows
         expected to be generated from the asset or group of assets. If the net
         undiscounted cash flows do not exceed the carrying amount, the Company
         would perform the next step, which is to determine the fair value of
         the asset and record an impairment. The Company re-evaluates the
         estimated useful life of its intangible assets with finite life each
         reporting period to determine whether events and circumstances warrant
         a change in their remaining useful life.

         Amortization is calculated using the straight-line method over the
         following periods:

         =======================================================================
         Asset                                                            Period
         -----------------------------------------------------------------------

         Enterprise Resource Planning System                             5 years
         Trademarks                                                     40 years
         Distribution network                                  3, 5 and 25 years
         Non-compete agreement                                           5 years

         =======================================================================


         The weighted average useful life for distribution networks is 23.9
         years.

         During the year ended February 28, 2006, the Company has changed its
         estimate of the useful life of its Enterprise Resource Planning System
         from 15 years to 5 years to reflect additional information received on
         the remaining life of this asset. On an annual basis, this change
         represents an additional depreciation expense of $1,017,000.

         Upgrades and enhancements are defined in SOP 98-1 Accounting for the
         costs of computer software developed or obtained for internal use as
         "modifications to enable the software to perform tasks that it was
         previously incapable of performing." Upgrades and enhancements to
         internal-use software are capitalized when it is probable that those
         expenditures will result in additional functionality. The Company
         capitalizes only those costs that are directly linked to the
         improvement and configuration of the system. Costs such as maintenance
         of the system and the creation of reports for accounting and management
         analysis are expensed as they are incurred.

                                      F-15
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (k)  Goodwill:

         The Company allocates the cost of the acquired businesses to the assets
         acquired and liabilities assumed based on their estimated fair value at
         the date of acquisition. The excess of the cost of the purchase over
         the fair value of the tangible and intangible assets acquired and
         liabilities assumed is recognized as goodwill.

         In order to allocate goodwill to the operating segments (reporting
         units), the Company determines the fair value of each operating segment
         as part of the purchase price allocation using the discounted cash flow
         method. Subsequently, the Company allocates the determined fair value
         of each of the operating segments to the individual tangible and
         intangible assets acquired and liabilities assumed of each operating
         segment. Any excess of the purchase price allocation within each
         operating segment is the amount of goodwill assigned to that operating
         segment.

         The Company evaluates goodwill for impairment on at least an annual
         basis and whenever events or circumstances indicate that the carrying
         amount may be less than the fair value. Impairment testing of goodwill
         is performed at each of our bathroom, cabinetry and spa reporting unit
         levels. The test involves two steps, the first of which is comparing
         the reporting unit's carrying amount, including goodwill, to the fair
         value of the reporting unit, which the Company establishes based on
         projected discounted future cash flows of the unit using a discount
         rate reflecting its average cost of funds. When the fair value of a
         reporting unit exceeds its carrying amount, goodwill of the reporting
         unit is considered not to be impaired and the second step of the
         impairment test is not required. The second step is carried out when
         the carrying amount of a reporting unit exceeds its fair value, in
         which case the implied fair value of the reporting unit's goodwill is
         compared with its carrying amount to measure the amount of impairment
         loss. When the carrying amount of the reporting unit's goodwill exceeds
         the implied fair value of the goodwill, an impairment loss is
         recognized in an amount equal to the excess, and is presented as a
         separate line item in the income statement.

         The Company and the Predecessor Company recorded a goodwill impairment
         loss for each of its reporting units having a carrying amount exceeding
         its fair value. Accordingly, goodwill and net income were reduced by
         $134,000 and $4,511,000 in the years ended February 28, 2006 and
         February 29, 2004, respectively (see note 10).

                                      F-16
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (l)  Derivative financial instruments:

         The Company accounts for derivative financial instruments in accordance
         with SFAS No. 133 Accounting for Derivative Instruments and Certain
         Hedging Activities, as amended, which requires that all derivative
         instruments be recorded on the balance sheet at their respective fair
         values. Foreign exchange forward contracts and interest rate swaps used
         by the Company have not been designated as hedges and, accordingly,
         changes in fair value of the derivatives are accounted for in earnings.

         Interest rate cap used by the Company has been designated as a cash
         flow hedge and, accordingly, change in fair value of this derivative
         financial instrument is accounted for in accumulated other
         comprehensive (loss) income.

    (m)  Other assets:

         Other assets are comprised of deferred financing charges which are
         stated at cost less accumulated amortization and are amortized using
         the effective interest method over the remaining term of the related
         debt. Other assets also include in-store displays that are owned by the
         Company, but used by customers to promote the Company's products.
         In-store displays are amortized using the straight-line method over
         their useful lives of three years.

    (n)  Income taxes:

         Income taxes are accounted for under the asset and liability method.
         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statements carrying amounts of existing assets and liabilities and
         their respective tax bases and operating loss and tax credit
         carryforwards. Deferred tax assets and liabilities are measured using
         enacted tax rates expected to apply to taxable income in the years in
         which those temporary differences are expected to be recovered or
         settled. The effect on deferred tax assets and liabilities of a change
         in tax rates is recognized in income in the period that includes the
         enactment date.

    (o)  Comprehensive (loss) income:

         Comprehensive (loss) income consists of net income (loss), foreign
         currency translation adjustments and change in fair value of derivative
         financial instruments designated as effective hedges, and is presented
         in the consolidated statements of shareholders' equity and
         comprehensive (loss) income. The Company's investments in its foreign
         subsidiaries are considered to be permanently invested and no provision
         for income taxes on the related foreign currency translation
         adjustments of those subsidiaries has been recorded.

                                      F-17
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (p)  Stock-based compensation:

         The Company offers stock-based compensation plans, which are described
         in note 15. The Company applies the provisions of SFAS No. 123,
         Accounting for stock-based compensation for options granted.

         Up to June 3, 2004, the Predecessor Company had a stock-based
         compensation plan and was accounting for this plan under the
         recognition and measurement principles of APB Opinion No. 25,
         Accounting for Stock Issued to Employees ("APB 25"), and related
         interpretations. Compensation cost was not recorded because the option
         exercise price was equal to the market value of the underlying common
         stock on the date of grant. Any consideration paid by employees on the
         exercise of stock options was credited to common stock.

    (q)  Revenue recognition:

         In accordance with Securities and Exchange Commission's Staff
         Accounting Bulletin No. 104, sales of manufactured products are
         recorded at the later of the delivery of the products or the date the
         transfer of ownership risks and benefits to the customers occurs, net
         of applicable provision for discounts, returns and allowances. The
         Company recognizes customer program costs, including cooperative
         advertising allowances, rebates and customer incentives, as a reduction
         to net sales at the later of the date of sale or the date the incentive
         is offered, in accordance with EITF 01-09, Accounting for Consideration
         Given by a Vendor to a Customer. Amounts billed for shipping and
         handling are included in net sales, while the related costs incurred
         are included in cost of goods sold in the consolidated statement of
         income.

    (r)  Advertising expense:

         The cost of advertising is expensed as incurred. The Company incurred
         advertising costs of $485,000 for the year ended February 29, 2004;
         $240,000 for the 95-day period ended June 3, 2004, $501,000 for the
         270-day period ended February 28, 2005 and $388,000 for the year ended
         February 28, 2006.

    (s)  Research and development expenses:

         Research and development expenses are expensed as incurred. Such
         amounts totaled $1,610,000 for the year ended February 28, 2004;
         $998,000 for the 95-day period ended June 3, 2004, $2,265,000 for the
         270-day period ended February 28, 2005 and $3,371,000 for the year
         ended February 28, 2006.

                                      F-18
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


1.  Significant accounting policies (continued):

    (t)  Environmental expenditures:

         Environmental expenditures that relate to current operations are
         expensed or capitalized as appropriate in accordance with EITF issue
         No. 90-8, Capitalization of Cost to Treat Environmental Contamination.
         Expenditures that relate to an existing condition caused by past
         operations, and which are not expected to contribute to current or
         future operations, are expensed. Liabilities are recorded when
         environmental assessments and/or remedial efforts are probable, and
         when the costs, based on a specific plan of action in terms of the
         technology to be used and the extent of the corrective action required,
         can be reasonably estimated.

    (u)  Product warranty:

         The Company establishes a provision for product warranties based on
         management's judgment and the Company's historical experience with such
         warranty costs. The provision is recorded at the same time as the
         revenue is recognized and is presented in accrued liabilities on the
         consolidated balance sheets. Changes in the warranty reserve are as
         follows:

<TABLE>
<CAPTION>
         =============================================================================
                                           Predecessor
                                             Company
                                          ------------     The Company     The Company
                                         As of June 3,     -----------     -----------
                                                  2004            2005            2006
         -----------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>
         Beginning balance                $      3,335    $      3,252    $      3,630
         Warranty accrual                        1,868           5,596           8,670
         Cash payments                          (1,933)         (5,381)         (8,008)
         Translation adjustment                    (18)            163             134

         -----------------------------------------------------------------------------
         Ending balance                   $      3,252    $      3,630    $      4,426
         =============================================================================
</TABLE>

    (v)  Asset retirement obligations:

         The Company adopted the provisions of SFAS No. 143, Accounting for
         Asset Retirement Obligations. SFAS No. 143 requires that the fair value
         of an asset retirement obligation be recorded as a liability only when
         there is a legal obligation associated with a removal activity. The
         Company has concluded that no legal obligation exists for its various
         locations.

                                      F-19
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


2.  Effect of recently issued accounting standards:

         In December 2004, FASB issued SFAS No. 151, Inventory Costs which
         clarifies the accounting for abnormal amounts of idle facility expense,
         freight, handling costs, and wasted material (spoilage). Under this
         statement, such items will be recognized as current period charges. In
         addition, this statement requires that an allocation of fixed
         production overheads to the costs of conversion be based on the normal
         capacity of the production facilities. This statement will be effective
         for the Company for inventory costs incurred on or after March 1, 2006.
         The impact of adopting SFAS No. 151 is not expected to be material on
         the Company's consolidated financial statements.

         In December 2004, the FASB issued FASB Statement No. 153, Exchanges of
         Non-monetary Assets, which eliminates an exception in APB 29 for
         recognizing non-monetary exchanges of similar productive assets at fair
         value and replaces it with an exception for recognizing at fair value
         exchanges of non-monetary assets that do not have commercial substance.
         This statement will be effective for the Company for non-monetary asset
         exchanges occurring on or after March 1, 2006. The adoption of this
         statement is not expected to have a significant effect on the Company's
         consolidated financial statements.

         In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes
         and Error Corrections. Statement 154 establishes, unless impracticable,
         retrospective application as the required method for reporting a change
         in accounting principle in the absence of explicit transition
         requirements specific to a newly adopted accounting principle. This
         statement will be effective for the Company for all accounting changes
         and any error corrections occurring after March 1, 2006.

         SFAS No. 123 (revised 2004), Share Based Payments, was issued on
         December 16, 2004. The new standard requires companies to recognize in
         their financial statements the cost of employee services received in
         exchange for valuable equity instruments issued. The Company will adopt
         the new provisions of SFAS 123 (revised 2004) for its fiscal year
         beginning March 1, 2006. The Company does not expect the new provisions
         to have a significant impact on its results of operations.

                                      F-20
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


3.  Business acquisition:

    On June 4, 2004, the Company acquired all common shares outstanding of MAAX
    Inc., a Canadian publicly traded company operating in the Bathroom,
    Cabinetry and Spa sectors, for an amount in cash of C$22.50 per share, for a
    total cash consideration of $435,676,000 (including transaction costs) and a
    rollover of stock options valued at $2,690,000. The transaction was funded
    by a capital investment of the shareholders, for an amount of $133,689,000,
    and by the issuance of long-term debt for an amount of $373,282,000. The
    excess of the financing received over the consideration paid was used to
    repay existing debts of MAAX Inc.

    The business acquisition has been accounted for using the purchase method
    and the results are consolidated from the date of acquisition. The results
    of MAAX Inc. prior to its acquisition are presented as comparative figures
    as the Predecessor Company.

    The Company has allocated the purchase price to the various tangible and
    intangible assets acquired and liabilities assumed, as required by SFAS No.
    141 Business Combinations. This statement requires that intangible assets
    acquired in a business combination be recognized and reported apart from
    goodwill.

                                      F-21
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


3.  Business acquisition (continued):

    The fair values of the assets acquired and the liabilities assumed are
    summarized as follows:

<TABLE>
<CAPTION>
    =================================================================================
                                                                            MAAX Inc.
    ---------------------------------------------------------------------------------
<S>                                                                        <C>
    Net working capital                                                    $   88,241
    Property, plant and equipment                                              96,261
    Enterprise Resource Planning System                                         9,043
    Brands and trademark                                                       97,837
    Distribution network                                                       28,736
    Non-compete agreement                                                       3,943
    Goodwill (attributed value, tax base is $72,911)                          218,406
    Other long-term assets                                                     12,851
    ---------------------------------------------------------------------------------
                                                                              555,318

    Bank overdraft                                                            (54,846)
    Long-term debt (including short-term portion)                              (9,851)
    Other long-term liability                                                 (52,255)

    ---------------------------------------------------------------------------------
    Net assets acquired at fair value                                      $  438,366
    =================================================================================

    Consideration:
        Cash                                                               $  435,676
        Stock options from MAAX Inc.'s stock option plan rolled over            2,690

    ---------------------------------------------------------------------------------
                                                                           $  438,366
    =================================================================================
</TABLE>

    Following SFAS No. 141, Business Combinations, the Company recorded a future
    tax liability of $35,542,000 due mainly to the non-deductibility of the
    intangible assets identified through the purchase price allocation process.
    Furthermore, all other assets and liabilities were revalued at their fair
    value, of which $4,741,000 was for the finished goods inventory, which
    amount was expensed in the cost of goods sold during the period of June 4,
    2004 to February 28, 2005, upon sale of this inventory.

                                      F-22
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


3.  Business acquisition (continued):

    Goodwill acquired in the acquisition of MAAX Inc. on June 4, 2004 was
    allocated entirely to the bathroom segment since the fair values of the
    cabinetry and spa segments calculated using the discounted cash flow method
    showed that they were equal to the amounts allocated to the tangible and
    intangible assets acquired and liabilities assumed. The fair value of the
    bathroom segment calculated using the discounted cash flow method was
    significantly higher than the tangible and intangible assets acquired and
    liabilities assumed, which supports the goodwill allocated to the bathroom
    segment. The value attributed to goodwill for the bathroom segment reflects
    the strong position of the Company in the North American market, the
    Company's ability to deliver certain products in less than five working
    days, the Company's capacity to design and create innovative and highly
    profitable new products and the capacity of the Company's senior management
    to create and implement strategies to perform well in the market. The
    discounted cash flows of the cabinetry and spa segments used to determine
    their fair value were negatively impacted because they were considered as
    non-core businesses in the Company's strategy after the acquisition of MAAX
    Inc. on June 4, 2004. The Company defines non-core businesses as businesses
    that are not part of its growth and acquisition strategy. The Company
    intends to continue to operate and allocate resources to the cabinetry and
    spa segments as going concern operating segments to improve their
    operational efficiency. However, the Company does not intend to invest in
    the future growth of these segments.

    The following unaudited pro forma condensed financial information reflects
    the consolidated results of operations of the Company as if the acquisition
    of MAAX Inc. had taken place at the beginning of the respective periods. The
    pro forma information includes adjustments for interest expense that would
    have been incurred to finance the acquisition and depreciation and
    amortization adjustments pursuant to the purchase price allocation. The pro
    forma results do not reflect synergies and, accordingly, do not account for
    any potential increase in operating income, any estimated cost savings or
    adjustments to conform to accounting practices. The pro forma financial
    information is not necessarily indicative of the results of the operations
    as they would have been, if the transaction had been effected on the assumed
    dates.

    ============================================================================
                                                           2004             2005
    ----------------------------------------------------------------------------
                                                    (Unaudited)      (Unaudited)

    Net sales                                       $   495,737       $  519,878
    Net income                                           15,511            5,090

    ============================================================================

                                      F-23
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


4.  Impairment charge

    Following continuous losses in the cabinetry segment over the last few
    years, the Company performed a recoverability test of the long-lived assets
    of this segment in accordance with SFAS No. 144, Impairment of Long-Lived
    Assets. Management estimated the fair market value of those long-lived
    assets using third-party appraisals and other external sources, and
    concluded that their carrying value exceeded their fair value.

    The principal components of the long-lived assets that have been impaired
    are as follows:

    ============================================================================
                                                                            2006
    ----------------------------------------------------------------------------

    Property, plant and equipment                                     $    3,064
    Other assets                                                             441

    ----------------------------------------------------------------------------
                                                                      $    3,505
    ============================================================================


5.  Restructuring expenses:

    Below is a summary of the restructuring charges incurred during the
    twelve-month period ended February 28, 2006. Charges are recorded when a
    liability is incurred in accordance with FASB Statement No.146, Accounting
    for Costs Associated with Exit or Disposal Activities ("SFAS No. 146"), FASB
    Statement No. 88, Employers' Accounting for Settlements and Curtailments of
    Defined Benefits Pension Plans and for Termination Benefits, and SFAS No.
    144 Accounting for the Impairment or Disposal of Long-lived Assets or other
    applicable guidance.

                                      F-24
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


5.  Restructuring expenses (continued):

<TABLE>
<CAPTION>
    =======================================================================================
                                                             Total expected
                                                        restructuring costs     Actual 2006
    ---------------------------------------------------------------------------------------
<S>                                                            <C>             <C>
    Opening balance of liabilities related to restructuring                    $         --

    Amount expensed
        One-time termination benefits                          $      1,386           1,365
        Contract termination costs                                      602             557
        Other associated costs                                        1,575           1,294
        -----------------------------------------------------------------------------------
                                                               $      3,563           3,216
                                                               ============

    Amounts paid
        One-time termination benefits                                                (1,258)
        Contract termination costs                                                     (585)
        Other associated costs                                                       (1,194)
        -----------------------------------------------------------------------------------
                                                                                     (3,037)

    Translation adjustment                                                               10

    ---------------------------------------------------------------------------------------
    Ending balance of liabilities related to restructuring                     $        189
    =======================================================================================
</TABLE>

    The Company recorded restructuring expenses of $3,216,000 during the year
    ended February 28, 2006. These charges related to the closures of its plants
    in Anjou, Quebec ($1,363,000) and Beamsville, Ontario ($1,853,000) and are
    presented in the cost of goods sold ($1,739,000) and in selling, general and
    administrative expenses ($1,477,000), respectively, of the Bathroom and Spa
    sector.

    The closure of the plant in Anjou, Quebec was completed on December 31, 2005
    and the closure of the plant in Beamsville, Ontario was underway as of
    February 28, 2006 and is expected to be completed in the first quarter of
    fiscal year 2007. These closures were part of the Company's previously
    announced plan designed to improve margins in the Bathroom and Spa sectors
    that are affected by excess capacity.

                                      F-25
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


6.  Accounts receivable:

    ============================================================================
                                                              2005          2006
    ----------------------------------------------------------------------------

    Trade                                               $   55,001    $   56,375
    Other                                                    2,935           686

    ----------------------------------------------------------------------------
                                                        $   57,936    $   57,061
    ============================================================================


7.  Inventories:

    ============================================================================
                                                              2005          2006
    ----------------------------------------------------------------------------

    Raw materials                                       $   24,178    $   26,550
    Work in progress                                         3,995         3,966
    Finished goods                                          16,414        13,873

    ----------------------------------------------------------------------------
                                                        $   44,587    $   44,389
    ============================================================================


8.  Property, plant and equipment:

    ============================================================================
                                                                            2005
    ----------------------------------------------------------------------------

                                                      Accumulated       Net book
                                              Cost   depreciation          value
    ----------------------------------------------------------------------------

    Land                              $      7,701   $         --   $      7,701
    Buildings and paving                    47,907          1,358         46,549
    Moulds and dies                          7,765          2,002          5,763
    Furniture and equipment                 29,740          3,911         25,829
    Data processing system                   5,559          1,133          4,426
    Automotive equipment                     2,185            473          1,712

    ----------------------------------------------------------------------------
                                      $    100,857   $      8,877   $     91,980
    ============================================================================

                                      F-26
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


8.  Property, plant and equipment (continued):

<TABLE>
<CAPTION>
    ================================================================================
                                                                                2006
    --------------------------------------------------------------------------------

                                                          Accumulated       Net book
                                                  Cost   depreciation          value
    --------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>
    Land                                  $      6,645   $         --   $      6,645
    Buildings and paving                        50,128          2,698         47,430
    Moulds and dies                              9,497          4,031          5,466
    Furniture and equipment                     25,918          5,495         20,423
    Data processing system                       7,364          3,255          4,109
    Automotive equipment                         2,427            824          1,603

    --------------------------------------------------------------------------------
                                          $    101,979   $     16,303   $     85,676
    ================================================================================


9.  Intangible assets:
<CAPTION>

    ================================================================================
                                                                                2005
    --------------------------------------------------------------------------------

                                                          Accumulated       Net book
                                                  Cost   depreciation          value
    --------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>
    Enterprise Resource Planning system   $     10,369   $        626   $      9,743
    Trademarks                                  97,859          1,659         96,200
    Distribution network                        29,564            884         28,680
    Non-compete agreement                        3,943            560          3,383

    --------------------------------------------------------------------------------
                                          $    141,735   $      3,729   $    138,006
    ================================================================================
</TABLE>

                                      F-27
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


9.  Intangible assets (continued):

<TABLE>
<CAPTION>
    ================================================================================
                                                                                2006
    --------------------------------------------------------------------------------

                                                          Accumulated       Net book
                                                  Cost   depreciation          value
    --------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>
    Enterprise Resource Planning system   $     12,537   $      2,386   $     10,151
    Trademarks                                  97,859          4,112         93,747
    Distribution network                        30,546          2,515         28,031
    Non-compete agreement                        3,943          1,383          2,560

    --------------------------------------------------------------------------------
                                          $    144,885   $     10,396   $    134,489
    ================================================================================
</TABLE>

    During the year ended February 28, 2006, the Company acquired a distribution
    network in the United Kingdom for a cash consideration and a note payable,
    totalling (euro)764,000.

    In the 270-day period ended February 28, 2005 and the year ended February
    28, 2006, the Company capitalized costs of $317,000 and of $1,055,000,
    respectively, incurred for the deployment of its Enterprise Resource
    Planning System in several subsidiaries.

                                      F-28
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


9.  Intangible assets (continued):

    The aggregate amortization expense for existing intangible assets at
    February 28, 2006, for each of the next five years, is:

    ============================================================================

    2007                                                              $    7,050
    2008                                                                   7,050
    2009                                                                   6,746
    2010                                                                   5,930
    2011                                                                   5,164

    ============================================================================


10. Goodwill:

    For the 95-day period ended June 3, 2004 and the 270-day period ended
    February 28, 2005 and the year ended February 28, 2006, the changes in the
    carrying amount of goodwill are as follows:

<TABLE>
<CAPTION>
    ===========================================================================================
                                      Bathroom       Cabinetry            Spas            Total
    -------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>              <C>
    Predecessor Company:

    Balance as at February 29,
      2004 and June 3, 2004       $     88,455    $     15,611    $      8,453     $    112,519
    ===========================================================================================
</TABLE>

                                      F-29
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


10. Goodwill (continued):

<TABLE>
<CAPTION>
    =============================================================================================
                                          Bathroom       Cabinetry            Spas          Total
    ---------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>            <C>
    The Company:

    Goodwill acquired on
      June 4, 2004                    $    218,406    $         --    $         --   $    218,406

    Contingent consideration paid
      (note 23 (a))                             --             128              --            128

    Translation adjustment                  (4,536)              2              --         (4,534)

    ---------------------------------------------------------------------------------------------
    Balance as at February 28,
      2005                                 213,870             130              --        214,000

    Translation adjustment                  17,277               4              --         17,281

    Impairment of goodwill                      --            (134)             --           (134)

    ---------------------------------------------------------------------------------------------
    Balance as at February 28,
      2006                            $    231,147    $         --    $         --   $    231,147
    =============================================================================================
</TABLE>


    As of February 28, 2006, the Company performed its annual impairment test
    and recorded an impairment loss of $134,000 for its Cabinetry reporting
    unit, as the carrying amount of goodwill exceeded its fair value,
    principally due to the history of continuous losses of the segment. The fair
    value of the Cabinetry reporting unit was established based on discounted
    projected cash flows. The test performed for the Bathroom reporting unit was
    conclusive that its fair value exceeded its carrying value.

    As of February 28, 2005, the Company performed an impairment test and
    concluded that the fair value of the reporting units was higher than their
    respective carrying value.

    As of February 29, 2004, the Predecessor Company had completed the annual
    goodwill test for impairment and had recorded an impairment loss of
    $4,511,000 for its Spa reporting unit, as the carrying amount of goodwill
    exceeded its fair value. The fair value of the Spa reporting unit had been
    established based on discounted projected cash flows.

                                      F-30
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


11. Accrued liabilities:

    ============================================================================
                                                              2005          2006
    ----------------------------------------------------------------------------

    Interest                                            $    4,233    $    4,024
    Warranty                                                 3,630         4,426
    Volume rebates                                           5,476         5,948
    Payroll and related wages                                8,369         9,865
    Other accrued expenses                                   9,672         9,211

    ----------------------------------------------------------------------------
                                                        $   31,380    $   33,474
    ============================================================================


12. Long-term debt:

<TABLE>
<CAPTION>
    ==============================================================================================
                                          Effective       Fiscal
                               interest rates as at     years of
                                  February 28, 2006     maturity               2005           2006
    ----------------------------------------------------------------------------------------------
<S>                                         <C>             <C>         <C>            <C>
    MAAX Holdings, Inc.:
        Senior Discount Notes                11.57%         2013        $   112,750    $   125,818
    MAAX Corporation:
        Term A (C$117,000,000 in 2005;
        C$90,500,000 in 2006)                  6.0%         2010             94,852         79,623
        Term B                                 7.6%         2012            114,425        100,063
        Senior subordinated notes             9.75%         2013            150,000        150,000
        Capital lease obligation              8-10%         2008-2010           809            666
        Note payable                           6.5%         2008                 --            344
        Other                               various         2007-2014           468            419
    ----------------------------------------------------------------------------------------------
                                                                            473,304        456,933

    Current portion of long-term debt                                         6,286          7,292

    ----------------------------------------------------------------------------------------------
                                                                        $   467,018    $   449,641
    ==============================================================================================
</TABLE>

                                      F-31
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


12. Long-term debt (continued):

    The Company

    Senior Discount Notes were issued in a principal amount at maturity of
    $170,689,000 ($110,000,526 in gross proceeds on issuance date). No cash
    interest is payable on the Notes prior to December 15, 2008. Thereafter,
    cash interest will accrue at an annual interest rate of 11.25% and be
    payable semi-annually. The Notes will mature on December 15, 2012. The
    effective interest rate is 11.57%. The first such interest payment will be
    made on June 15, 2009. The Notes will mature on December 15, 2012. The Notes
    had an initial accreted value of $644.45 per $1,000 principal amount at
    maturity of the Notes. The Company has the option to redeem all or a portion
    of the Notes at any time before December 15, 2008 at a "make-whole" premium
    and thereafter at a set redemption price. In addition, on or before December
    15, 2007, the Company may, at its option, use the net proceeds from one or
    more qualified equity offerings to redeem up to 35% of the aggregate
    principal amount of the Notes issued under the indenture at 111.25% of their
    accreted value. On December 15, 2009, and, in the event that additional
    interest is due as a result of the Company's failure to abide by the terms
    of the registration rights agreement, on every interest payment date
    thereafter, the Company is required to redeem a portion of each Note
    outstanding on each such date sufficient to ensure that the Notes will not
    be "applicable high yield discount obligations" within the meaning of
    Section 163(i)(1) of the Internal Revenue Code of 1986.

    MAAX Corporation

    Term loan A bears interest at Canadian banker's acceptance rate or LIBOR
    plus 2.5%, and Term loan B bears interest at LIBOR plus 3.0%. The principal
    amounts of these term loans must be repaid in consecutive quarterly
    installments from September 2006 to September 2009 for the Term loan A, and
    from March 2006 to June 2011 for the Term loan B.

    MAAX Corporation also has access to an authorized revolving credit facility
    of an amount of C$50 million or its equivalent in US dollars, bearing
    interest at LIBOR plus 2.5%. As at February 28, 2006, the Company would have
    been able to use C$4.2 million of its available credit without violating any
    of its debt covenants.

                                      F-32
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


12. Long-term debt (continued):

    The revolving credit facility, Term loan A facility and Term loan B facility
    are guaranteed by all existing and future, direct and indirect Canadian and
    U.S. subsidiaries of MAAX Corporation, including its parent, Beauceland
    Corporation, subject to certain exceptions agreed to in the loan agreement.
    In addition, the Company's obligations under the facility and the
    obligations of the parent and subsidiary guarantors under the guarantees are
    secured by substantially all of the assets of MAAX Corporation and each of
    its parent and its subsidiary guarantors. The agreement governing these
    credit facilities contains certain covenants including the obligation to
    maintain certain financial ratios.

    MAAX Corporation's credit facility limits the ability of Beauceland
    Corporation to make distributions or dividends to the Company.

    MAAX Corporation's senior subordinated notes bear interest at a rate of
    9.75% and are fully redeemable upon maturity in June 2012.

    The senior notes, which were previously registered with the Securities and
    Exchange Commission under the Securities Act, were de-registered on May 26,
    2005.

    On November 14, 2005, the Company obtained an amendment under the MAAX
    Corporation senior credit facility with respect to total leverage ratio and
    the interest coverage ratio until the quarter ending May 31, 2007. Also, the
    applicable margin of the Term loan B was increased to 3.0%, based on a grid
    pricing.

    As at February 28, 2006, MAAX Corporation was not in default of its debt
    covenants.

    The principal repayments on long-term debt for each of the next five years
    and thereafter are as follows:

    ============================================================================

    2007                                                              $    7,292
    2008                                                                  16,254
    2009                                                                  26,147
    2010                                                                  35,197
    2011                                                                  48,310
    Thereafter                                                           323,733

    ============================================================================

                                      F-33
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes:

    The US and foreign components (Canadian and foreign for the Predecessor
    Company) of income before income taxes and the applicable provision for
    income taxes are as follows:

    ============================================================================
                                                       Predecessor Company
                                                 -------------------------------
                                                                  95-day period
                                                                   ended June 3
                                                          2004             2004
    ----------------------------------------------------------------------------

    Canada                                         $    23,564       $  (13,716)
    Foreign                                             22,634           17,084

    ----------------------------------------------------------------------------
    Income before income taxes                     $    46,198       $    3,368
    ============================================================================


    ============================================================================
                                                            The Company
                                                 -------------------------------
                                                      270-day
                                                 period ended        Year ended
                                                 February 28,      February 28,
                                                         2005              2006
    ----------------------------------------------------------------------------

    US                                             $   16,568        $    5,139
    Foreign                                           (17,222)          (35,277)

    ----------------------------------------------------------------------------
    Loss before income taxes                       $     (654)       $  (30,138)
    ============================================================================

                                      F-34
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes (continued):

    Total provision for income tax attributable to income consists of:

    ============================================================================
                                                       Predecessor Company
                                                 -------------------------------
                                                                  95-day period
                                                                   ended June 3
                                                          2004             2004
    ----------------------------------------------------------------------------

    Current:
        Canada                                     $     4,082       $    1,797
        Foreign                                          7,750            2,125
    ----------------------------------------------------------------------------
                                                        11,832            3,922

    Deferred:
        Canada                                           3,181           (2,825)
        Foreign                                           (766)             475
    ----------------------------------------------------------------------------
                                                         2,415           (2,350)

    ----------------------------------------------------------------------------
    Total provision                                $    14,247       $    1,572
    ============================================================================


    ============================================================================
                                                            The Company
                                                 -------------------------------
                                                      270-day
                                                 period ended        Year ended
                                                 February 28,      February 28,
                                                         2005              2006
    ----------------------------------------------------------------------------

    Current:
        US                                         $     1,648       $      932
        Foreign                                           (723)          (1,363)
    ----------------------------------------------------------------------------
                                                           925             (431)

    Deferred:
        US                                              (1,977)           1,327
        Foreign                                          2,211           (2,867)
    ----------------------------------------------------------------------------
                                                           234           (1,540)

    ----------------------------------------------------------------------------
    Total provision                                $     1,159       $   (1,971)
    ============================================================================

                                      F-35
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes (continued):

    The reconciliation between income tax expense calculated using combined
    statutory and effective tax rates is as follows:

<TABLE>
<CAPTION>
    ==============================================================================================================================
                                                                                                       The Company
                                              Predecessor Company                    ---------------------------------------------
                                   ----------------------------------------------                  270-day
                                                                           95-day             period ended              Year ended
                                                                     period ended             February 28,            February 28,
                                                    2004             June 3, 2004                     2005                    2006
    ------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>
    Income tax expense
      calculated using
      statutory rates              $  15,106       32.7%    $   1,044       31.0%    $    (248)      38.0%    $ (11,454)      38.0%

    Add (deduct) tax effect
      of the following:
        Credit for manufacturing
         and processing profits         (165)      (0.4)           --         --            --         --            --         --
        Permanent differences            384        0.8         1,137       33.7         1,668     (255.1)          225       (0.7)
        Valuation allowance on
         losses carried forward        2,050        4.4            59        1.8         1,034     (157.8)       14,338      (47.6)
        Valuation allowance on other
         deferred income tax assets       --         --            --         --            --         --           387       (1.3)
        Effect of the corporate
         financing structure          (3,774)      (8.2)       (2,119)     (62.9)         (712)     108.8        (7,381)      24.5
        Canadian Federal Large
         Corporation Tax                  69        0.2            37        1.1           500      (76.5)          139       (0.5)
        Adjustment to deferred
         income taxes due to
         change in statutory tax
         rates                            --         --            --         --            --         --         1,777       (5.9)
        Change in tax rate related
         to foreign income and
         other differences               577        1.3         1,414       42.0        (1,083)     165.1            (2)        --
        --------------------------------------------------------------------------------------------------------------------------
                                        (859)      (1.9)          528       15.7         1,407     (215.5)        9,483      (31.5)

    ------------------------------------------------------------------------------------------------------------------------------
                                   $  14,247       30.8%    $   1,572       46.7%    $   1,159     (177.5)%   $  (1,971)       6.5%
    ==============================================================================================================================
</TABLE>

                                      F-36
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes (continued):

    The tax effects of significant items comprising net deferred tax liabilities
    are as follows:

<TABLE>
<CAPTION>
    ==================================================================================
                                                                    2005          2006
    ----------------------------------------------------------------------------------
<S>                                                           <C>           <C>
    Operating losses carried forward                          $   15,279    $   31,222
    Difference in accounting and tax basis for:
        Current assets and liabilities                             3,514         4,642
        Property, plant and equipment                            (30,960)      (29,049)
        Deductible goodwill                                      (16,291)      (17,777)
        Derivative financial instruments                          (2,922)           95
        Other assets                                              (1,636)       (2,554)
        Long-term debt                                            (3,388)       (6,940)
        Other                                                         94          (327)
    Valuation allowance on operating losses carried forward       (7,813)      (22,081)

    ----------------------------------------------------------------------------------
    Deferred income taxes                                     $  (44,123)   $  (42,769)
    ==================================================================================

<CAPTION>

    The valuation allowance increased (decreased) by ($1,406,000) for the year
    ended February 29, 2004, by $270,000 during the 95-day period ended June 3,
    2004, by $1,034,000 during the 270-day period ended February 28, 2005 and by
    $14,338,000 during the year ended February 28, 2006.

    ==================================================================================
                                                                    2005          2006
    ----------------------------------------------------------------------------------
<S>                                                           <C>           <C>
    Deferred income taxes are as follows:
        Deferred income tax asset - current portion           $    3,588    $    4,646
        Deferred income tax asset - long-term portion             10,890        11,109
        Deferred income tax liability - current portion           (1,607)           --
        Deferred income tax liability - long-term portion        (56,994)      (58,524)

    ----------------------------------------------------------------------------------
    Deferred income taxes                                     $  (44,123)   $  (42,769)
    ==================================================================================
</TABLE>

                                      F-37
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes (continued):

    The Company and the Predecessor Company have not recognized a deferred tax
    liability for the undistributed earnings of their subsidiaries in the
    current and prior years because the Company currently does not expect those
    undistributed earnings to reverse and become taxable in the foreseeable
    future. A deferred tax liability will be recognized when the Company expects
    that it will recover those undistributed earnings in a taxable manner, such
    as the sale of the investment or through the receipt of dividends. Such
    liability is not reasonably determinable at the present time.

    Management believes that it is more likely than not that the amount of
    deferred income tax assets for which it has not provided a valuation
    allowance will be realized through the future operations of the Company.

    Tax losses carried forward:

    The losses carried forward for tax purposes available to reduce future
    income taxes amount to $93,990,000 as at February 28, 2006. The Company can
    apply these losses against future taxable income within the following
    delays:

<TABLE>
<CAPTION>
    ============================================================================================
                                          Canada     United States         Europe          Total
    --------------------------------------------------------------------------------------------
<S>                                 <C>               <C>            <C>            <C>
    2007                            $        771      $         --   $         --   $        771
    2008                                   2,165                --             --          2,165
    2010                                   4,954                --             --          4,954
    2014                                   3,780                --             --          3,780
    2015                                  17,643                --             --         17,643
    2016                                  14,042                --             --         14,042
    2025                                      --            10,679             --         10,679
    2026                                      --            24,800             --         24,800
    Indefinitely                              --                --         15,156         15,156
    --------------------------------------------------------------------------------------------
                                          43,355            35,479         15,156         93,990

    Tax losses on which a tax
      benefit has been accounted
      for as a deferred tax asset        (30,196)               --             --        (30,196)

    --------------------------------------------------------------------------------------------
    Tax losses on which no tax
      benefit has been
      accounted for as a
      deferred tax asset            $     13,159      $     35,479   $     15,156   $     63,794
    ============================================================================================
</TABLE>

                                      F-38
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


13. Income taxes (continued):

    Tax losses carried forward, on which a tax benefit has been accounted for as
    a deferred tax asset, represent an amount of $9,141,000. The Company also
    recorded a valuation allowance of $22,081,000, representing tax losses on
    which no tax benefit has been accounted for as a deferred tax asset. The
    Company does not have any material tax credit carryforwards.

    The valuation allowance for deferred tax assets for which subsequently
    recognized tax benefits will be allocated to reduce goodwill amounts to
    $6,058,000.


14. Capital stock:

    The Company

    The authorized capital of the Company consists of:

        30,000,000 common shares, voting, with a par value of $0.01

        1,000,000 Class A common shares, voting, with a par value of $0.01.

        150,000 Series A preferred stock, non-voting, redeemable at the holder's
        option into common shares

    Issued and paid: 2,570,469 (2005 - 2,564,245) common shares and 300,000
    Class A common shares

    On June 4, 2004, the Company issued 7,750,052 common shares and 300,000
    Class A common shares for a cash consideration of $133,689,000.

    On December 10, 2004, the Company redeemed 5,185,807 common shares and 9,378
    stock options that had a book value of $86,122,000 for a cash consideration
    of $105,078,000, which represented the estimated fair value of the shares at
    that time as determined by the Board of Directors. The redemption was
    offered to all shareholders and J.W. Childs Equity Partners III, L.P. and
    certain of its affiliates, Perseis Private Equity Limited Partnership,
    formerly Borealis Private Equity Limited Partnership, Perseis (QLP) Private
    Equity Limited Partnership, formerly Borealis (QLP) Private Equity Limited
    Partnership and Ontario Municipal Employees Retirement Board were the
    primary beneficiaries. Most members of management chose not to participate
    in the redemption. The purpose of this transaction was to maximize the
    Company's shareholders' value by taking advantage of attractive conditions
    present in the capital markets. The difference between the book value and
    the consideration paid was recorded in retained earnings as excess of
    redemption price over stated capital. The redemption resulted in an
    annualized return on investment of 41.5% for these shareholders.

                                      F-39
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


14. Capital stock (continued):

    The Company (continued)

    During the year ended February 28, 2006, the Company issued 19,020 common
    shares for a cash consideration of $190 following the exercise of stock
    options, and 11,780 common shares for a cash consideration of $195,000. The
    Company also redeemed 24,576 common shares for a cash consideration of
    $406,000. The difference between the book value and the consideration paid
    was recorded in retained earnings as excess of redemption price over stated
    capital for an amount of $67,000.


15. Stock-based compensation:

    Stock option purchase plan of the Company:

    The Company has a stock-based compensation plan, which is described below.
    The Company accounts for the fair value of its grants under this plan in
    accordance with SFAS No. 123, Accounting for Stock-Based Compensation. The
    compensation cost that has been charged against income for this plan for the
    year ended February 28, 2006 is $144,000 ($731,000 for the 270-day period
    ended February 28, 2005).

    Under this plan, the Company may grant options to its senior management and
    to some members of its Board of Directors for up to 299,517 shares (813,326
    shares before December 10, 2004). The exercise price of each option equals
    the estimated market value of the Company's stock on the date of grant as
    determined by the Board of Directors and an option's maximum term is ten
    years, or earlier in cases of termination of employment, retirement,
    disability or death. Under this program, 30% of the options granted vest
    over a five-year period (6% at each of the five first anniversary dates) and
    70% of the options granted vest (14% each year) upon the Company attainment
    of certain equity targets.

    On December 10, 2004, 450,550 options were cancelled in exchange of a bonus
    payment of $1,912,000 paid to the senior management and to one member of the
    Board of Directors. The amount paid was determined based on the expected
    present value of the options at the end of the five-year period and expensed
    in the selling, general and administrative expenses of the 270-day period
    ended February 28, 2005.

    The fair value of each option is estimated on the date of grant using the
    Black-Scholes option pricing model with the following weighted average
    assumptions: dividend yield of 0%; expected volatility of 0%; risk-free
    interest rate of 3.91% (4.05% for the 270-day period ended February 28,
    2005); and an expected life of 5 years.

                                      F-40
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


15. Stock-based compensation (continued):

    Stock option purchase plan of the Company (continued):

    A summary of the status of the Company's stock option plan as of February
    28, 2005 and 2006 and changes during the period ended on that date are
    presented below:

<TABLE>
<CAPTION>
    ================================================================================================
                                                      2005                            2006
    ------------------------------------------------------------------------------------------------

                                                             Weighted                       Weighted
                                                              average                        average
                                            Number of        exercise      Number of        exercise
                                              options           price        options           price
    ------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>                 <C>        <C>
    Outstanding, beginning of year                 --    $         --        286,645    $      16.87
    Granted                                   737,195           16.68          7,987           16.56
    Cancelled                                (450,550)          16.56        (31,949)         (16.56)

    ------------------------------------------------------------------------------------------------
    Outstanding, as of February 28            286,645    $      16.87        262,683    $      16.90
    ================================================================================================

    Options exercisable, as of February 28         --    $         --         15,282    $      16.91
    ================================================================================================


    The following table summarizes information on outstanding stock options as
    at February 28, 2006:
<CAPTION>

    =================================================================================================
                                               Options outstanding                 Vested options
    -------------------------------------------------------------------------------------------------

                                                                  Weighted                   Weighted
                                                    Average        average                    average
    Range of                                      remaining       exercise                   exercise
    exercise price                   Number            life          price       number         price
    -------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>               <C>          <C>         <C>
    $16.56                          238,683       8.3 years         $16.56       13,842      $  16.56
    $20.24                           24,000       8.9 years          20.24        1,440         20.24

    -------------------------------------------------------------------------------------------------
    $16.56 to $20.24                262,683       8.3 years         $16.90       15,282      $  16.91
    =================================================================================================
</TABLE>

    Under this plan, 36,834 stock options may still be granted at the end of the
    year.

                                      F-41
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


15. Stock-based compensation (continued):

    Stock option purchase plan of the Company (continued):

    Certain members of management rolled over vested stock options of the
    Predecessor Company's option plan into the Company's plan. The difference
    between the fair value and the exercise price of the rolled over options
    represents the investment made by the holders of the options in the Company
    on June 4, 2004. A summary of the status of these stock options as of
    February 28, 2005 and 2006 and changes during the period ended on that date
    are presented below:

<TABLE>
<CAPTION>
    ====================================================================================================
                                                       2005                             2006
    ----------------------------------------------------------------------------------------------------

                                                               Weighted                         Weighted
                                                                average                          average
                                           Number of           exercise      Number of          exercise
                                             options              price        options             price
    ----------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>                <C>            <C>
    Outstanding, beginning of year                --         $       --        164,203        $     4.81
    Granted                                  173,581               4.91             --                --
    Cancelled                                 (9,378)              6.75             --                --
    Exercised                                     --                 --        (19,020)            (0.01)

    ----------------------------------------------------------------------------------------------------
    Outstanding, as of February 28           164,203        $      4.81        145,183        $     5.43
    ====================================================================================================

    Options exercisable, as of February 28   164,203        $      4.81        145,183        $     5.43
    ====================================================================================================
</TABLE>

    A member of management also received fully-vested options to purchase 42,995
    preferred shares of the Company for $0.01 each. An amount of $750,000,
    representing the fair value at the date of grant, was recorded as a
    compensation expense and presented in the statement of income as part of
    selling, general and administrative expenses in the 270-day period ended
    February 28, 2005 in connection with this grant. Because the preferred
    shares are redeemable by the holder in cash, the counterpart has been
    recorded as a liability. The preferred shares are redeemable by the holder
    at such time as the holder exercises options under the plan to purchase
    shares of common stock at an exercise price of $16.56 per share, so that the
    holder may redeem a number of preferred shares not exceeding the number of
    shares of common stock acquired upon the exercise of the common stock
    options. The preferred shares may also be redeemed by the Company in
    connection with a significant transaction, as defined in the Company's
    Certificate of Incorporation. The redemption price for each preferred share
    will be an amount equal to the lesser of (i) the fair market value of a
    share of the common stock, as determined in good faith by the Board of
    Directors of the Company and (ii) $16.56 per share.

                                      F-42
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


16. Information on the consolidated statements of income:

<TABLE>
<CAPTION>
    ============================================================================================================
                                                 Predecessor Company              The Company        The Company
                                           -------------------------------     -----------------    ------------
                                            February 29,     March 1, 2004       June 4, 2004 to    February 28,
                                                   2004    to June 3, 2004     February 28, 2005            2006
    ------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                   <C>             <C>
    Other expenses included in selling,
      general and administrative:

      Interest income                      $       (355)      $        (31)         $       (125)   $       (282)
      Foreign exchange (gains)                   (1,649)            (1,051)               (3,164)            710
      Change in fair value of derivative
        instruments                             (14,405)               712                (6,995)         (1,423)
      Other financial expenses                       (4)               126                   767           1,282

    ------------------------------------------------------------------------------------------------------------
                                           $    (16,413)      $       (244)         $     (9,517)   $        287
    ============================================================================================================

    Interest expenses:

      Interest on long-term debt           $      3,808       $      1,076          $     21,607    $     40,174
      Interest on bank loans                        572                124                   229              86
      Amortization of deferred
        financing charges                           518                121                 1,573           2,452

    ------------------------------------------------------------------------------------------------------------
                                           $      4,898       $      1,321          $     23,409    $     42,712
    ============================================================================================================

    Depreciation and
    amortization:

      Property, plant and equipment        $     13,489       $      3,415          $     10,297    $     12,266
      Intangible assets                           2,068                521                 3,697           6,357
      Deferred costs                                 81                 51                   106           2,529

    ------------------------------------------------------------------------------------------------------------
                                           $     15,638       $      3,987          $     14,100    $     21,152
    ============================================================================================================
</TABLE>

                                      F-43
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


17. Supplemental cash flow information:
<TABLE>
<CAPTION>
    ==============================================================================================================
                                                                                  The Company          The Company
                                                 Predecessor Company           -----------------      ------------
                                           -------------------------------         March 1, 2004   June 4, 2004 to
                                            February 29,                         to February 28,      February 28,
                                                   2004       June 3, 2004                  2005              2006
    --------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                   <C>               <C>
    Net change in non-cash
      balances related to
      operations:
        Accounts receivable                $     (5,845)      $    (15,190)         $     22,330      $      2,818
        Income taxes receivable                   4,101             (3,686)               (8,971)            9,551
        Inventories                               8,089             (2,049)                7,454             2,134
        Assets held for sale                         --                 --                   664                --
        Prepaid expenses                            316                308                (1,216)             (270)
        Accounts payable and
         accrued liabilities                     10,303              6,778                (8,665)            9,054

    --------------------------------------------------------------------------------------------------------------
                                            $    16,964       $    (13,839)         $     11,596      $     23,287
    ==============================================================================================================
</TABLE>


18. Pension plans:

    The Company maintains defined contribution pension plans for certain
    employees. The pension expenses related to those pension plans amounted to
    $1,028,000 for the year ended February 29, 2004, $327,000 for the 95-day
    period ended June 3, 2004, $810,000 for the 270-day period ended February
    28, 2005 and $1,359,000 for the year ended February 2006.


19. Financial instruments and risk management:

    The Company operates and sells its products internationally and is,
    therefore, exposed to risks related to foreign exchange fluctuations and
    credit risk. The Company is also exposed to interest rate fluctuations.

                                      F-44
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


19. Financial instruments and risk management (continued):

    Foreign exchange risk management:

    The Company is exposed to risks related to foreign exchange fluctuations on
    its exports of goods manufactured in Canada. These risks are partially
    mitigated by the Company's purchases for its Canadian operations in the same
    foreign currency, its debt service and its foreign exchange forward
    contracts. The notional amounts of derivative financial instruments shown in
    the following table represent the volume of outstanding transactions and do
    not represent the potential gain or loss associated with market or credit
    risk of such instruments. The notional amounts represent the amounts to
    which an exchange rate will be applied to determine the amount of cash flows
    to be exchanged. None of these instruments is held or issued for speculative
    purposes.

    Foreign exchange forward contracts to sell in US dollars:

    ============================================================================
                               2005                             2006
    ----------------------------------------------------------------------------

                      Notional                        Notional
    Maturity           amounts      Average rate       amounts      Average rate
    ----------------------------------------------------------------------------

    2006           $    42,000            1.5439     $      --                --
    ============================================================================


    Interest rate risk management:

    During the year 2005, the Company entered into an interest rate cap on its
    US dollar denominated debt, for a notional amount of $40.0 million, maturing
    in June 2007. The cap limits the appreciation of LIBOR rate to a maximum of
    6% on the notional amount covered.

                                      F-45
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


19. Financial instruments and risk management (continued):

    Credit risk management:

    The Company is exposed to credit risk on the accounts receivable from its
    customers. In order to reduce its credit risk, the Company monitors the
    financial condition of its customers on a regular basis and establishes the
    credit rating of all new customers. An allowance for doubtful accounts is
    established based on the specific credit risk of its customers, historical
    trends and economic circumstances. The Company does not believe that it is
    exposed to an unusual level of credit risk.

    The Predecessor Company and the Company sell on a monthly basis (quarterly
    basis in 2004) a portion of their accounts receivable under the terms of
    securitization agreements. Accounts receivable amounting to $47,941,637 in
    2004; $13,217,000 for the 95-day period ended June 3, 2004, $59,382,000 for
    the 270-day period ended February 28, 2005 and $88,109,000 for the year
    ended February 28, 2006 were sold under the terms of these agreements.
    Accounts receivable amounting to $12,819,000 as at February 29, 2004;
    $15,109,000 as at February 28, 2005 and $15,059,000 as at February 28, 2006
    were sold under the terms of these agreements.

    The Company has retained the responsibility for servicing, administering and
    collecting trade receivables sold. There is no recourse under the
    securitization agreements on the Company's other assets for failure of
    debtors to pay the trade receivables on the due date.

    Expenses related to these agreements amounting to $211,000 in 2004, $55,000
    for the 95-day period ended June 3, 2004; $311,000 for the 270-day period
    ended February 28, 2005 and $548,000 for the year ended February 28, 2006
    have been recorded in the selling, general and administrative expenses.

    The Company believes that the diversity of its customer base, by product and
    by region, reduces its credit risk and the impact of abrupt fluctuations in
    product demand.

    Fair value of financial instruments:

    The carrying value of interest rate swaps, interest rate cap and foreign
    exchange forward contracts equals the fair value as they are recorded in the
    balance sheet at their fair value.

    The carrying amounts of cash and cash equivalents, receivables, accounts
    payable and accrued liabilities approximate their fair value due to the
    short-term maturities of these financial instruments.

                                      F-46
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


19. Financial instruments and risk management (continued):

    Fair value of financial instruments (continued):

    Carrying values and fair values of the financial instruments as at February
    28, 2005 and February 28, 2006 are as follows:

<TABLE>
<CAPTION>
    ======================================================================================
                                          2005                              2006
    --------------------------------------------------------------------------------------

                               Carrying             Fair         Carrying             Fair
                                  value            value            value            value
    --------------------------------------------------------------------------------------
<S>                         <C>              <C>              <C>               <C>
    Long-term debt (1)      $  (472,837)     $  (474,667)     $  (456,933)      $ (371,201)
    ======================================================================================
</TABLE>

    (1) Including current portion

    The fair values of the financial liabilities are estimated based on the
    market value of similar instruments having the same maturity. The fair
    values of the derivative financial instruments are estimated using year-end
    market rates, and reflect the amount that the Company would receive or pay
    if the instruments were terminated at these dates.


20. Segmented information:

    The Company designs, develops, manufactures and distributes products in
    three business segments: bathroom, cabinetry and spa. The business segments
    are managed separately because each business requires different technologies
    and marketing strategies. Management of the Company evaluates the
    performance of each segment based on earnings before interest and tax.
    Operations are located in Canada, the United States and Europe.

    The accounting policies used in these business segments are the same as
    those described in the significant accounting policies. Intersegment sales
    are recorded at the exchange value, which is the amount agreed to by the
    parties.

    Net sales originating from one client amounted to approximately 24% for the
    year ended February 29, 2004, 20% for the 95-day period ended June 3, 2004,
    20% for the 270-day period ended February 28, 2005 and 21% for the year
    ended February 28, 2006.

                                      F-47
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


20. Segmented information (continued):

    Reconciliations with the financial statements of revenues and assets by
    business segment and geographic segment are:

<TABLE>
<CAPTION>
    =======================================================================================
    2004                           Bathroom       Cabinetry             Spa           Total
    ---------------------------------------------------------------------------------------
<S>                            <C>             <C>             <C>             <C>
    Net sales                  $    394,991    $     40,142    $     53,956    $    489,089
    Inter-segment net sales              --              --             (77)            (77)
    ---------------------------------------------------------------------------------------
    Net sales                       394,991          40,142          53,879         489,012

    Operating income (loss)          49,881           6,899          (5,684)         51,096
    Interest expense                    998           1,310           2,590           4,898

    ---------------------------------------------------------------------------------------
    Income (loss) before
      income taxes             $     48,883    $      5,589    $     (8,274)   $     46,198
    =======================================================================================

    Other information

    Goodwill impairment        $         --    $         --    $      4,511    $      4,511
    Interest revenue                   (343)            (10)             (2)           (355)
    Depreciation and
      amortization expense           12,489           1,772           1,377          15,638
    Additions to property, plant
      and equipment, intangible
      assets and other assets        17,376             631             758          18,765

    =======================================================================================
</TABLE>

                                      F-48
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


20. Segmented information (continued):

<TABLE>
<CAPTION>
   ========================================================================================
    95-day period ended
      June 3, 2004                 Bathroom       Cabinetry             Spa           Total
   ----------------------------------------------------------------------------------------
<S>                            <C>             <C>             <C>             <C>
    Net sales                  $    116,440    $     10,495    $     15,137    $    142,072
    Inter-segment sales                  --              (5)             --              (5)
   ----------------------------------------------------------------------------------------
    Net sales                       116,440          10,490          15,137         142,067

    Operating income (loss)           5,053            (333)            (31)          4,689
    Interest expense                    355             316             650           1,321

   ----------------------------------------------------------------------------------------
    Income (loss) before
      income taxes             $      4,698    $       (649)   $       (681)   $      3,368
   ========================================================================================

    Other information

    Interest revenue           $        (28)   $         --    $         (3)   $        (31)
    Depreciation and
      amortization expense            3,308             445             234           3,987
    Additions to property, plant
      and equipment, intangible
      assets and other assets           972             349             166           1,487

   ========================================================================================


   ========================================================================================
   270-day period ended
     February 28, 2005             Bathroom       Cabinetry             Spa           Total
   ----------------------------------------------------------------------------------------

    Net sales                  $    296,664    $     32,907    $     40,925    $    370,496
    Inter-segment sales                  --             (40)             --             (40)
   ----------------------------------------------------------------------------------------
    Net sales                       296,664          32,867          40,925         370,456

    Operating income (loss)          24,883          (1,844)           (284)         22,755
    Interest expense                 23,337              96             (24)         23,409

   ----------------------------------------------------------------------------------------
    Income (loss) before
      income taxes             $      1,546    $     (1,940)   $       (260)   $       (654)
   ========================================================================================

    Other information

    Interest revenue           $        (67)   $        (60)   $          2    $       (125)
    Depreciation and
      amortization expense           12,031           1,353             716          14,100
    Total assets                    553,598          36,715          23,030         613,343
</TABLE>

                                      F-49
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                   <C>               <C>             <C>           <C>
    Additions to property, plant
      and equipment, intangible
      assets and other assets         4,821             865             398           6,084

   ========================================================================================
</TABLE>

                                      F-50
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


20. Segmented information (continued):

<TABLE>
<CAPTION>
    =======================================================================================
    2006                           Bathroom       Cabinetry             Spa           Total
    ---------------------------------------------------------------------------------------
<S>                            <C>             <C>             <C>             <C>
    Net sales                  $    425,167    $     43,735    $     54,041    $    522,943
    Inter-segment sales                  --             (82)           (109)           (191)
    ---------------------------------------------------------------------------------------
    Net sales                       425,167          43,653          53,932         522,752

    Operating income (loss)          26,409         (10,891)         (2,944)         12,574
    Interest expense                 42,706               6              --          42,712

    ---------------------------------------------------------------------------------------
    Loss before
      income taxes             $    (16,297)   $    (10,897)   $     (2,944)   $    (30,138)
    =======================================================================================

    Other information

    Impairment of long-lived
      assets and goodwill      $         --    $      3,639    $         --    $      3,639
    Interest revenue                   (261)             --             (21)           (282)
    Depreciation and
      amortization expense           18,116           2,008           1,028          21,152
    Total assets                    548,412          27,428          19,791         595,631
    Additions to property, plant
      and equipment, intangible
      assets and other assets        12,083           1,181             250          13,514

    =======================================================================================
</TABLE>

                                      F-51
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


20. Segmented information (continued):

    By geographic segment:

<TABLE>
<CAPTION>
    ==============================================================================================================
                                                 Predecessor Company             The Company          The Company
                                           -------------------------------    -----------------       ------------
                                                          March 1, 2004 to      June 4, 2004 to       February 28,
                                                   2004       June 3, 2004    February 28, 2005               2006
    --------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                  <C>                <C>
    Net sales, from Canadian facilities:
        Canada                             $    129,464       $     41,333         $    108,405       $    156,003
        United States                            88,253             21,639               47,457             50,109
        Overseas                                  1,241                487                  785                801
    --------------------------------------------------------------------------------------------------------------
                                                218,958             63,459              156,647            206,913

    Net sales, from U.S. facilities:
        Canada                                      246                589                2,295              4,690
        United States                           254,041             72,854              196,948            292,615
        Overseas                                    977                367                1,727              2,608
    --------------------------------------------------------------------------------------------------------------
                                                255,264             73,810              200,970            299,913

    Net sales, from European facilities:
        Overseas                                 14,790              4,798               12,839             15,926

    --------------------------------------------------------------------------------------------------------------
                                           $    489,012       $    142,067         $    370,456       $    522,752
    ==============================================================================================================
</TABLE>

    ============================================================================
                                                            2005            2006
    ----------------------------------------------------------------------------

    Property, plant and equipment, intangible
      assets and goodwill:
        Canada                                       $   238,669      $  252,818
        United States                                    198,060         191,562
        Europe                                             7,257           6,932

    ----------------------------------------------------------------------------
                                                     $   443,986      $  451,312
    ============================================================================

                                      F-52
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information:

    As a result of the issuance by MAAX Corporation of the 9.75% Senior
    Subordinated Notes due 2012, the various entities making up the consolidated
    group were designated as either guarantors or non-guarantors in the
    indenture dated June 4, 2004. The following presents the condensed
    consolidated financial statements of the Predecessor Company, on the basis
    of guarantors and non-guarantors as established in the Indenture.

    The following condensed consolidated financial statements present the
    financial information of Beauceland Corporation, the parent company of MAAX
    Corporation, and MAAX Corporation, the subsidiaries that are guarantors of
    MAAX Corporation's 9.75% Senior Subordinated Notes due 2012, and the
    subsidiaries that are non-guarantors as at February 28, 2006 and 2005 and
    for the year ended February 28, 2006 and for the 270-day period ended
    February 28, 2005 and of the Predecessor Company at and for the 95-day
    period ended on June 3, 2004 and for the year ended February 29, 2004. MAAX
    Corporation is 100% owned by Beauceland Corporation.

    Each of the subsidiary guarantors is 100% owned, directly or indirectly, by
    MAAX Corporation, and the guarantee of each such subsidiary guarantor and
    the parent guarantor is full and unconditional and joint and several with
    the guarantees of the other subsidiary guarantors and the parent guarantor.

    None of the subsidiaries of the Company are subsidiary guarantors of the
    Senior Discount Notes issued by the Company.

                                      F-53
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Income of Predecessor Company
    Year ended February 29, 2004

<TABLE>
<CAPTION>
    =============================================================================================================
                                                      Combined         Combined      Adjustments
                                  Predecessor        guarantor    non-guarantor              and
                                      Company     subsidiaries     subsidiaries     eliminations     Consolidated
    -------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>              <C>              <C>              <C>
    Net sales                    $         --     $    473,892     $     15,197     $        (77)    $    489,012

    Expenses:
        Cost of goods sold                 --          329,621           11,702              (77)         341,246
        Selling, general and
         administrative                 3,042           70,795            2,684               --           76,521
        Depreciation and
         amortization                   1,279           13,680              679               --           15,638
        Financial expenses             (4,668)           8,027            1,539               --            4,898
        Impairment of goodwill          1,575            2,936               --               --            4,511
    -------------------------------------------------------------------------------------------------------------
                                        1,228          425,059           16,604              (77)         442,814

    -------------------------------------------------------------------------------------------------------------
    (Loss) income before
      the undernoted                   (1,228)          48,833           (1,407)              --           46,198

    Income taxes                          (32)          14,147              132               --           14,247
    -------------------------------------------------------------------------------------------------------------
                                       (1,196)          34,686           (1,539)              --           31,951

    Equity in earnings of
      investees                        33,147               --               --          (33,147)              --
    -------------------------------------------------------------------------------------------------------------

    Net income (loss)            $     31,951     $     34,686     $     (1,539)    $    (33,147)    $     31,951
    =============================================================================================================
</TABLE>

                                      F-54
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Cash Flows of Predecessor Company
    Year ended February 29, 2004

<TABLE>
<CAPTION>
    ===========================================================================================================================
                                                                    Combined         Combined      Adjustments
                                                Predecessor        guarantor    non-guarantor              and
                                                    Company     subsidiaries     subsidiaries     eliminations     Consolidated
    ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>              <C>
    Cash flows related to operating
      activities:
        Net income (loss)                      $     31,951     $     34,686     $     (1,539)    $    (33,147)    $     31,951
        Items not affecting cash:
           Impairment of goodwill                     1,575            2,936               --               --            4,511
           Depreciation and amortization              1,279           13,680              679               --           15,638
           Amortization of financial
             expenses                                   513                5               --               --              518
           Deferred income taxes                        (90)           2,505               --               --            2,415
           Change in fair value of derivative
             financial instruments                      866          (10,076)              --               --           (9,210)
           Equity in (loss) earnings
             of investees                           (33,147)              --               --           33,147               --
        Net change in non-cash balances
         related to operations                       11,167            5,754               43               --           16,964
        -----------------------------------------------------------------------------------------------------------------------
                                                     14,114           49,490             (817)              --           62,787
    Cash flows related to financing activities:
        Decrease in bank loan                            --               --           (2,637)              --           (2,637)
        Proceeds from issuance of
         long-term debt                             206,197           26,615            3,588         (236,400)              --
        Repayment of long-term debt                 (35,961)          (4,435)             (38)              --          (40,434)
        Proceeds from issuance of shares              1,748          161,553               --         (161,553)           1,748
        Interest received on share
         purchase plan                                   15               --               --               --               15
        Dividends paid                               (2,489)              --               --               --           (2,489)
        -----------------------------------------------------------------------------------------------------------------------
                                                    169,510          183,733              913         (397,953)         (43,797)
    Cash flows related to investing activities:
        Business acquisitions                          (117)              (5)              --               --             (122)
        Additions to property, plant
         and equipment                               (2,135)         (15,567)            (149)              --          (17,851)
        Proceeds from disposal of property,
         plant and equipment                             34            1,717               --               --            1,751
        (Increase) decrease in investments         (186,854)        (211,099)              --          397,953               --
        Other assets                                   (625)            (289)              --               --             (914)
        -----------------------------------------------------------------------------------------------------------------------
                                                   (189,697)        (225,243)            (149)         397,953          (17,136)

    ---------------------------------------------------------------------------------------------------------------------------
    Net (decrease) increase in cash                  (6,073)           7,980              (53)              --            1,854
</TABLE>

                                      F-55
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                            <C>              <C>              <C>              <C>              <C>
    Translation adjustment on cash
      denominated in foreign currencies               2,215           (2,336)              66               --              (55)

    Cash (bank indebtedness), beginning
      of year                                        21,150          (18,932)             450               --            2,668

    ---------------------------------------------------------------------------------------------------------------------------
    Cash (bank indebtedness), end of year      $     17,292     $    (13,288)    $        463     $         --     $      4,467
    ===========================================================================================================================
</TABLE>

                                      F-56
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Income of Predecessor Company
    95-day period ended June 3, 2004

<TABLE>
<CAPTION>
    ========================================================================================================
                                                 Combined         Combined      Adjustments
                             Predecessor        guarantor    non-guarantor              and
                                 Company     subsidiaries     subsidiaries     eliminations     Consolidated
    --------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>              <C>              <C>              <C>
    Net sales               $         --     $    137,217     $      4,850     $         --     $    142,067

    Expenses:
        Cost of goods sold            --           93,697            3,910               --           97,607
        Selling, general and
         administrative            4,762           30,465              557               --           35,784
        Depreciation and
         amortization                334            3,468              185               --            3,987
        Financial expenses           695              226              400               --            1,321
        ----------------------------------------------------------------------------------------------------
                                   5,791          127,856            5,052               --          138,699

    --------------------------------------------------------------------------------------------------------
    (Loss) income before
      the undernoted              (5,791)           9,361             (202)              --            3,368

    Income taxes                  (1,333)           2,863               42               --            1,572
    --------------------------------------------------------------------------------------------------------
                                  (4,458)           6,498             (244)              --            1,796

    Equity in earnings
      of investees                 6,254               --               --           (6,254)              --

    --------------------------------------------------------------------------------------------------------
    Net income (loss)       $      1,796     $      6,498     $       (244)    $     (6,254)    $      1,796
    ========================================================================================================
</TABLE>

                                      F-57
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Cash Flows of Predecessor Company
    95-day period June 3, 2004

<TABLE>
<CAPTION>
    ===========================================================================================================================
                                                                    Combined         Combined      Adjustments
                                                Predecessor        guarantor    non-guarantor              and
                                                    Company     subsidiaries     subsidiaries     eliminations     Consolidated
    ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>              <C>
    Cash flows related to operating
      activities:
        Net income (loss)                      $      1,796     $      6,498     $       (244)    $     (6,254)    $      1,796
        Items not affecting cash:
           Depreciation and amortization                334            3,468              185               --            3,987
           Amortization of financial
             expenses                                   118                3               --               --              121
           Deferred income taxes                     (1,419)            (931)              --               --           (2,350)
           Change in fair value of derivative
             financial instruments                      (23)           2,702               --               --            2,679
           Stock-based compensation                   2,714               --               --               --            2,714
           Equity in (loss) earnings
             of investees                            (6,254)              --               --            6,254               --
        Net change in non-cash balances
         related to operations                       (4,289)          (9,758)             208               --          (13,839)
        -----------------------------------------------------------------------------------------------------------------------
                                                     (7,023)           1,982              149               --           (4,892)

    Cash flows related to financing
      activities:
        Increase (decrease) in bank overdraft        35,818           19,586             (560)              --           54,844
        Proceeds from issuance of
         long-term debt                              34,000               --               --               --           34,000
        Repayment of long-term debt                 (81,869)             (63)             (31)              --          (81,963)
        Proceeds from issuance of shares                 33           17,653               --          (17,653)              33
        Dividends paid                               (1,266)              --               --               --           (1,266)
        -----------------------------------------------------------------------------------------------------------------------
                                                    (13,284)          37,176             (591)         (17,653)           5,648

    Cash flows related to investing activities:
        Business acquisitions                        (3,762)              --               --               --           (3,762)
        Additions to property, plant
         and equipment                                 (113)          (1,436)             (14)              --           (1,563)
        Proceeds from disposal of property,
         plant and equipment                             83               27               --               --              110
        Decrease (increase) in investments            6,039          (23,692)              --           17,653               --
        Other assets                                    934             (858)              --               --               76
        -----------------------------------------------------------------------------------------------------------------------
                                                      3,181          (25,959)             (14)          17,653           (5,139)

    ---------------------------------------------------------------------------------------------------------------------------
    Net (decrease) increase in cash                 (17,126)          13,199             (456)              --           (4,383)
</TABLE>

                                      F-58
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                            <C>              <C>              <C>              <C>              <C>
    Translation adjustment on cash
      denominated in foreign currencies                (166)              89               (7)              --              (84)

    Cash (bank indebtedness), beginning
      of year                                        17,292          (13,288)             463               --            4,467

    ---------------------------------------------------------------------------------------------------------------------------
    Cash, end of year                          $         --     $         --     $         --     $         --     $         --
    ===========================================================================================================================
</TABLE>

                                      F-59
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Balance Sheet of Beauceland Corporation
    As at February 28, 2005

<TABLE>
<CAPTION>
    ===============================================================================================================================
                                                                        Combined         Combined      Adjustments
                                      Beauceland            MAAX       guarantor    non-guarantor              and
                                     Corporation     Corporation    subsidiaries     subsidiaries     eliminations     Consolidated
    -------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>              <C>              <C>              <C>
    Assets

    Current assets:
        Cash (overdraft)            $         --    $     10,326    $     (5,734)    $        867     $         --     $      5,459
        Accounts receivable                   --             613          55,098            3,010             (641)          58,080
        Income taxes receivable               --           5,295           6,877             (510)              --           11,662
        Inventories                           --              --          42,778            1,809               --           44,587
        Assets held for sale                  --              --           1,545               --               --            1,545
        Prepaid expenses                      --             272           3,451              598               --            4,321
        Deferred income taxes                 --             886           2,702               --               --            3,588
        ---------------------------------------------------------------------------------------------------------------------------
                                              --          17,392         106,717            5,774             (641)         129,242

    Property, plant and equipment             --              --          84,726            7,254               --           91,980
    Intangible assets                         --              --          71,337               --           66,669          138,006
    Goodwill                                  --              --         116,423               --           97,577          214,000
    Derivative financial instruments          --              24          10,595               --               --           10,619
    Other assets                              --          12,036           3,853               --               --           15,889
    Investments                          138,967         486,525           9,131               --         (634,623)              --
    Deferred income taxes                     --           4,163           5,682               --               --            9,845

    -------------------------------------------------------------------------------------------------------------------------------
                                    $    138,967    $    520,140    $    408,464     $     13,028     $   (471,018)    $    609,581
    ===============================================================================================================================

    Liabilities and Shareholders'
      Equity

    Current liabilities:
        Accounts payable and
         accrued liabilities        $         --    $      4,501    $     47,454     $      9,999     $     (8,295)    $     53,659
        Deferred income taxes                 --              --           1,607               --               --            1,607
        Current portion of
         long-term debt                       --           6,238              48               --               --            6,286
        ---------------------------------------------------------------------------------------------------------------------------
                                              --          10,739          49,109            9,999           (8,295)          61,552

    Long-term debt                            --         353,040         245,976           29,578         (274,326)         354,268
    Deferred income taxes                     --           6,404          25,256               --           25,334           56,994

    Shareholders' equity:
        Capital stock                    135,453         135,453          98,319               24         (233,796)         135,453
</TABLE>

                                      F-60
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                 <C>             <C>             <C>              <C>              <C>              <C>
        Other element of
         shareholders' equity              3,514          14,504         (10,196)         (26,573)          20,065            1,314
        ---------------------------------------------------------------------------------------------------------------------------
                                         138,967         149,957          88,123          (26,549)        (213,731)         136,767

    -------------------------------------------------------------------------------------------------------------------------------
                                    $    138,967    $    520,140    $    408,464     $     13,028     $   (471,018)    $    609,581
    ===============================================================================================================================
</TABLE>

                                      F-61
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Income of Beauceland Corporation
    270-day period ended February 28, 2005

<TABLE>
<CAPTION>
    ===============================================================================================================================
                                                                        Combined         Combined      Adjustments
                                     Beauceland            MAAX        guarantor    non-guarantor              and
                                    Corporation     Corporation     subsidiaries     subsidiaries     eliminations     Consolidated
    -------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>              <C>              <C>              <C>              <C>
    Net sales                      $         --    $         --     $    357,447     $     13,009     $         --     $    370,456

    Expenses:
        Cost of goods sold                   --              --          256,301           10,726               --          267,027
        Selling, general and
         administrative                      --          (3,551)          68,509            1,633             (128)          66,463
        Depreciation and
         amortization                        --              --           11,876              546            1,678           14,100
        Interest expenses                    --             808           20,161            1,188           (1,588)          20,569

    -------------------------------------------------------------------------------------------------------------------------------
    (Loss) income before
      the undernoted                         --           2,743              600           (1,084)              38            2,297

    Income taxes                             --          (1,781)           4,541              119             (674)           2,205

    Equity in earnings of investees          92          (4,432)          (1,203)              --            5,543               --
    -------------------------------------------------------------------------------------------------------------------------------

    Net income (loss)              $         92    $         92     $     (5,144)    $     (1,203)    $      6,255     $         92
    ===============================================================================================================================
</TABLE>

                                      F-62
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Cash Flows of Beauceland Corporation
    270-day period ended February 28, 2005
<TABLE>
<CAPTION>
    ===============================================================================================================================
                                                                              Combined       Combined    Adjustments
                                              Beauceland           MAAX      guarantor  non-guarantor            and
                                             Corporation    Corporation   subsidiaries   subsidiaries   eliminations   Consolidated
    -------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
    Cash flows related to operating
      activities:
        Net income (loss)                   $         92   $         92   $     (5,144)  $     (1,203)  $      6,255   $         92
        Items not affecting:
           Depreciation and amortization              --             --         11,876            546          1,678         14,100
           Amortization of financial
             expenses                                 --          1,473             10             --             --          1,483
           Stock-based compensation                   --             --          1,481             --             --          1,481
           Deferred income taxes                      --          2,876         (1,596)            --             --          1,280
           Change in fair value of
             derivative financial
             instruments                              --             --           (768)            --             --           (768)
           Equity in earnings of
             investees                               (92)         4,432          1,203             --         (5,543)            --
        Net change in non-cash balances
         related to operations                        --         (1,313)        13,975          1,422         (2,390)        11,694
        ---------------------------------------------------------------------------------------------------------------------------
                                                      --          7,560         21,037            765             --         29,362
    Cash flows related to financing
      activities:
        Increase (decrease) in bank
         overdraft                                    --             --        (57,476)           560             --        (56,916)
        Proceeds from issuance of
         long-term debt                               --        373,282             --             --             --        373,282
        Repayment of long-term debt                   --        (23,425)        (8,242)          (375)           357        (31,685)
        Proceeds from issuance of
         shares                                  135,453        135,453         33,358             --       (168,811)       135,453
        Debt issuance costs                           --        (13,510)            --             --             --        (13,510)
        Interest received on share
            purchase loan                             --             --         11,772             --             --         11,772
        ---------------------------------------------------------------------------------------------------------------------------
                                                 135,453        471,800        (20,588)           185       (168,454)       418,396
    Cash flows related to investing
      activities:
        Business acquisitions                         --       (435,676)          (118)            --             --       (435,794)
        Decrease (increase) in
         investments                            (135,453)       (33,358)           357             --        168,454             --
        Additions to property, plant
         and equipment                                --             --         (4,141)          (143)            --         (4,284)
        Proceeds from disposal of
         property, plant and equipment                --             --            130             --             --            130
        Other assets                                  --             --         (1,800)            --             --         (1,800)
        ---------------------------------------------------------------------------------------------------------------------------
                                                (135,453)      (469,034)        (5,572)          (143)       168,454       (441,748)
</TABLE>

                                      F-63
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
    -------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in cash                   --         10,326         (5,123)           807             --          6,010

    Translation adjustment on cash
      denominated in foreign currencies               --             --           (611)            60             --           (551)

    Cash, beginning of year                           --             --             --             --             --             --

    -------------------------------------------------------------------------------------------------------------------------------
    Cash, end of year                       $         --   $     10,326   $     (5,734)  $        867   $         --   $      5,459
    ===============================================================================================================================
</TABLE>

                                      F-64
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Balance Sheet of Beauceland Corporation
    As at February 28, 2006

<TABLE>
<CAPTION>
    ================================================================================================================================
                                                                         Combined         Combined      Adjustments
                                     Beauceland             MAAX        guarantor    non-guarantor              and
                                    Corporation      Corporation     subsidiaries     subsidiaries     eliminations     Consolidated
    --------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>              <C>              <C>              <C>              <C>
    Assets

    Current assets:
        Accounts receivable        $         --     $         --     $     54,803     $      2,457     $       (199)    $     57,061
        Income taxes receivable              --            5,881           (2,760)            (615)              --            2,506
        Inventories                          --               --           43,046            1,343               --           44,389
        Assets held for sale                 --               --            1,296               --               --            1,296
        Prepaid expenses                     --              452            3,851              433               --            4,736
        Deferred income taxes                --               --            4,646               --               --            4,646
        ----------------------------------------------------------------------------------------------------------------------------
                                             --            6,333          104,882            3,618             (199)         114,634

    Property, plant and equipment            --               --           79,352            6,324               --           85,676
    Intangible assets                        --               --           69,730              608           64,151          134,489
    Goodwill                                 --               --          122,417               --          108,730          231,147
    Derivative financial instruments         --                4               --               --               --                4
    Other assets                             --           10,404            5,338               --               --           15,742
    Investments                         124,939          470,838          (17,308)              --         (578,469)              --
    Deferred income taxes                    --            3,539            7,570               --               --           11,109

    --------------------------------------------------------------------------------------------------------------------------------
                                   $    124,939     $    491,118     $    371,981     $     10,550     $   (405,787)    $    592,801
    ================================================================================================================================

    Liabilities and Shareholders'
      Equity

    Current liabilities:
        Bank overdraft (cash)      $         --     $     (2,846)    $      3,359     $       (305)    $         --     $        208
        Accounts payable and
         accrued liabilities                 --            4,305           57,708           10,086           (8,366)          63,733
        Deferred income taxes                --               --               --               --               --               --
        Current portion of
         long-term debt                      --            6,703              331              258               --            7,292
        ----------------------------------------------------------------------------------------------------------------------------
                                             --            8,162           61,398           10,039           (8,366)          71,233

    Long-term debt                           --          322,983          238,846           26,082         (264,088)         323,823
    Deferred income taxes                    --            3,726           26,847               --           27,951           58,524

    Shareholders' equity:
        Capital stock                   134,576          134,576          101,337               22         (235,935)         134,576
</TABLE>

                                      F-65
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                <C>              <C>              <C>              <C>              <C>              <C>
        Other element of
         shareholders' equity            (9,637)          21,671          (56,447)         (25,593)          74,651            4,645
        ----------------------------------------------------------------------------------------------------------------------------
                                        124,939          156,247           44,890          (25,571)        (161,284)         139,221

    --------------------------------------------------------------------------------------------------------------------------------
                                   $    124,939     $    491,118     $    371,981     $     10,550     $   (405,787)    $    592,801
    ================================================================================================================================
</TABLE>

                                      F-66
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Income of Beauceland Corporation
    Year ended February 28, 2006

<TABLE>
<CAPTION>
    ===============================================================================================================================
                                                                        Combined         Combined      Adjustments
                                    Beauceland             MAAX        guarantor    non-guarantor              and
                                   Corporation      Corporation     subsidiaries     subsidiaries     eliminations     Consolidated
    -------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>              <C>              <C>              <C>              <C>
    Net sales                     $         --     $         --     $    506,825     $     15,927     $         --     $    522,752

    Expenses:
        Cost of goods sold                  --               --          372,406           13,314               --          385,720
        Selling, general and
         administrative                     --           (1,941)          97,881            1,649            1,712           99,301
        Depreciation and
         amortization                       --               --           17,720              915            2,517           21,152
        Impairment of goodwill
         and long-lived assets              --               --            3,639               --               --            3,639
        Interest expenses                   --            1,992           27,285            1,561           (1,587)          29,251

    -------------------------------------------------------------------------------------------------------------------------------
    (Loss) income before
      the undernoted                        --              (51)         (12,106)          (1,512)          (2,642)         (16,311)

    Income taxes                            --            2,256           (3,816)             159           (1,615)          (3,016)

    Equity in earnings of investees    (13,295)         (10,988)            (110)              --           24,393               --
    -------------------------------------------------------------------------------------------------------------------------------

    Net income (loss)             $    (13,295)    $    (13,295)    $     (8,400)    $     (1,671)    $     23,366     $    (13,295)
    ===============================================================================================================================
</TABLE>

                                      F-67
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


21. Supplemental joint issuer and guarantor financial information (continued):

    Statement of Cash Flows of Beauceland Corporation
    Year ended February 28, 2006

<TABLE>
<CAPTION>
    ===============================================================================================================================
                                                                              Combined       Combined    Adjustments
                                              Beauceland           MAAX      guarantor  non-guarantor            and
                                             Corporation    Corporation   subsidiaries   subsidiaries   eliminations   Consolidated
    -------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
    Cash flows related to operating
      activities:
        Net income (loss)                   $    (13,295)  $    (13,295)  $     (8,400)  $     (1,671)  $     23,366   $    (13,295)
        Items not affecting:
           Depreciation and amortization              --             --         17,720            915          2,517         21,152
           Amortization of financial
             expenses                                 --          2,054              5             --             --          2,059
           Impairment of goodwill
             and long-lived assets                    --             --          3,639             --             --          3,639
           Gain on disposal of property,
               plant and equipment                    --             --           (203)            --             --           (203)
           Stock-based compensation                   --             --            144             --             --            144
           Deferred income taxes                      --          7,189         (8,818)            --           (956)        (2,585)
           Change in fair value of
             derivative financial
             instruments                              --             --         10,908             --             --         10,908
           Equity in earnings of
             investees                            13,295         10,988            110             --        (24,393)            --
        Net change in non-cash balances
         related to operations                      (877)          (394)        21,896          2,222           (534)        22,313
        ---------------------------------------------------------------------------------------------------------------------------
                                                    (877)         6,542         37,001          1,466             --         44,132
    Cash flows related to financing
      activities:
        Proceeds from issuance of
         long-term debt                               --             --             --            324             --            324
        Repayment of long-term debt                   --        (37,048)           650           (966)            --        (37,364)
        Proceeds from issuance of
         shares                                      877           (877)            --             --             --             --
        Debt issuance costs                           --           (421)            --             --             --           (421)
        ---------------------------------------------------------------------------------------------------------------------------
                                                     877        (38,346)           650           (642)            --        (37,461)
    Cash flows related to investing
      activities:
        Decrease (increase) in
         investments                                  --         24,324        (24,324)            --             --             --
        Additions to property, plant
         and equipment                                --             --         (6,332)          (376)            --         (6,708)
</TABLE>

                                      F-68
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================
<TABLE>
<CAPTION>

<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
        Additions to intangible assets                --             --         (1,055)          (939)            --         (1,994)
        Proceeds from disposal of
         property, plant and equipment                --             --          1,477             --             --          1,477
        Other assets                                  --             --         (4,812)            --             --         (4,812)
        ---------------------------------------------------------------------------------------------------------------------------
                                                      --         24,324        (35,046)        (1,315)            --        (12,037)

    -------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) in cash                   --         (7,480)         2,605           (491)            --         (5,366)

    Translation adjustment on cash
      denominated in foreign currencies               --             --           (230)           (71)            --           (301)

    Cash, beginning of year                           --         10,326         (5,734)           867             --          5,459

    -------------------------------------------------------------------------------------------------------------------------------
    Cash, end of year                       $         --   $      2,846   $     (3,359)  $        305   $         --   $       (208)
    ===============================================================================================================================
</TABLE>

                                      F-69
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


22. Related party transactions:

    Under an agreement signed with its shareholders, the Company has recorded
    management fees of $568,439 and $638,655 in the statement of income,
    respectively, for the 270-day period ended February 28, 2005 and the year
    ended February 28, 2006, and an amount of $4,899,128 in goodwill as
    transaction related expenses for the 270-day period ended February 28, 2005.
    The transactions have been recorded at their exchange value.

    Predecessor Company

    Under an agreement signed by the Predecessor Company with a shareholder
    company, the Predecessor Company was committed to pay, on an annual basis,
    management fees and a 4.3% bonus calculated on consolidated income before
    bonus and income taxes determined using Canadian generally accepted
    accounting principles. This agreement expired on February 29, 2004.

    Under this agreement, the Predecessor Company recorded during the year 2004
    the following transactions at their exchange value:

    ============================================================================
                                                                            2004
    ----------------------------------------------------------------------------

    Management fees                                                   $      868
    Bonus                                                                  1,927
    Non-renewal indemnity                                                  2,760

    ----------------------------------------------------------------------------
                                                                      $    5,555
    ============================================================================

                                      F-70
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


23. Commitments, contingencies and guarantees:

    (a)  Contingent payment:

         A business purchase agreement, entered into by the Predecessor Company,
         provided for a contingent payment of a maximum amount of C$160,000
         based on the future income of an acquired business for its fiscal year
         2005.

         During the 270-day period ended February 28, 2005, the Company paid
         such contingent consideration based on earnings amounting to $128,000
         ($118,000 in 2004 paid by the Predecessor Company).

    (b)  Operating leases:

         The Company rents property, plant and equipment under operating leases
         for total rentals of $15,132,000. Annual rentals under these leases for
         each of the next five years and thereafter are as follows:

         =======================================================================

         2007                                                         $    5,992
         2008                                                              4,604
         2009                                                              2,577
         2010                                                              1,511
         2011                                                                317
         Thereafter                                                          131

         =======================================================================


         In addition, the Company must pay, for certain leases, its share of the
         annual operating expenses.

    (c)  Royalties:

         In connection with the purchase of Coleman Spas, Inc., the parties
         entered into a ten-year licensing agreement to use the Coleman Spas
         trademark and associated logos. As defined in the licensing agreement,
         the Predecessor Company and the Company were required to make royalty
         payments equal to 1.5% of net sales up to September 30, 2004 and
         beginning October 1, 2004 through September 30, 2008, the royalty
         payments increase to 3% of net sales. The royalty payments made by the
         Predecessor Company and the Company were $397,000 in 2004; $112,000 for
         the 95-day period ended June 3, 2004; and $478,000 for the 270-day
         period ended February 25, 2005 and $967,000 in 2006.

                                      F-71
<PAGE>


MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


23. Commitments, contingencies and guarantees (continued):

    (d)  Environment:

         The Company is subject to various laws, regulations and government
         policies relating to health and safety, to the production, storage,
         transportation, disposal and environmental emissions of various
         substances, and to the protection of the environment in general. The
         Company believes it is in compliance with such laws, regulations and
         government policies, in all material respects. Furthermore, the Company
         does not anticipate that compliance with such environmental statutes
         will have a material adverse effect upon its competitive or
         consolidated financial position.

    (e)  Contingencies:

         A number of legal proceedings against the Company and its subsidiaries
         are still outstanding. In the opinion of management of the Company and
         its subsidiaries, the outcome of these proceedings is not expected to
         have a material adverse effect on the Company's results of operations
         or its financial position. In those instances where it would be
         probable as a result of such proceedings that the Company would incur
         costs that could be reasonably determined, the Company would record a
         liability.

    (f)  Guarantees:

         In November 2002, the FASB issued Interpretation No. 45, Guarantor's
         Accounting and Disclosure Requirements for Guarantees, Including
         Indirect Guarantees of Indebtedness of Others, which requires that
         certain disclosures be made by a guarantor about its obligations under
         guarantees in its consolidated financial statements after December 15,
         2002, and that guarantees initially entered into or modified after
         January 1, 2003 be measured and recognized.

                                      F-72
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


23. Commitments, contingencies and guarantees (continued):

    (f)  Guarantees (continued):

         A guarantee is a contract or an indemnification agreement that
         contingently requires the Company to make payments to the other party
         to the contract or agreement, based on changes in an underlying that is
         related to an asset, a liability or an equity security of the other
         party, or based on a third party failure to perform under an obligating
         agreement. It could be also an indirect guarantee of the indebtedness
         of another party, even though the payment to the other party may not be
         based on changes in an underlying that is related to an asset, a
         liability or an equity security of the other party.

         A liability is recorded when the Company considers probable that a
         payment relating to a guarantee will have to be made to the other party
         of the contract or agreement, considering recourse against any third
         party. A liability is also required to be recognized for the fair value
         of the obligation undertaken in issuing the guarantee at the inception
         of the guarantee.

         In the normal course of business, the Company enters into agreements
         containing features that meet Interpretation No. 45 criteria for a
         guarantee including the following:

         Operating leases

         The Company has guaranteed a portion of the residual values of certain
         assets under operating leases with expiry dates between 2007 and 2012,
         for the benefit of the lessor. If the fair value of the assets, at the
         end of their respective lease terms, is less than the residual value
         guaranteed, then the Company must, under certain conditions, compensate
         the lessor for a portion of the shortfall. The maximum exposure in
         respect of these guarantees is $372,000. The Company did not record any
         liability associated with the contingency related to these guarantees.

         Financing agreement

         In connection, with an agreement with a third party financing company,
         the Company has the obligation to repurchase spas that are returned.
         The maximum exposure in respect to this agreement is $5,700,000. The
         Company has not recorded any liability associated with these
         guarantees.

                                      F-73
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


23. Commitments, contingencies and guarantees (continued):

    (f)  Guarantees (continued):

         Long-term debt

         Under the terms of its credit agreements, the Company has agreed to
         indemnify its U.S. lenders against changes in withholding taxes. These
         indemnifications extend for the term of the indebtedness and do not
         provide any limit on the maximum potential liability. The nature of the
         indemnification agreement prevents the Company from estimating the
         maximum potential liability it could be required to pay to lenders.
         Accordingly, no amount has been accrued in the consolidated financial
         statements with respect to these indemnifications.

         Directors and officers indemnification agreements

         Under the laws of the State of Delaware, the Company indemnifies its
         directors and officers, former directors and officers and individuals
         who act or who have acted at the Company's request to be a director or
         officer of an entity in which it is a shareholder or creditor, to the
         extent permitted by law, against any and all charges, costs, expenses,
         amounts paid in settlement and damages incurred by the directors and
         officers as a result of any lawsuit, or any judicial, administrative or
         investigative proceeding in which the directors and officers are sued
         as a result of their service. These indemnification claims are subject
         to any statutory or other legal limitation period. The nature of the
         indemnification provided in the agreements prevents the Company from
         making a reasonable estimate of the maximum potential amount it could
         be required to pay to counterparties.

         The Company has purchased directors' and officers' liability insurance,
         without any deductible. To the knowledge of management, there is no
         such claim. No amount has been accrued in the consolidated balance
         sheet with respect to the contingency to these indemnifications.

         Letters of credit

         The Company issued standby letters of credit for an amount of
         $3,289,000 to guarantee certain obligations towards third parties. If
         the Company does not respect these obligations, the beneficiaries of
         these letters can draw amounts, subject to the maximum amount of the
         letters of credit issued to cover the obligations for which the letters
         of credit were issued. All letters of credit will expire in 2007. The
         Company has no indication that amounts will be drawn under these
         letters of credit and no amount has been recorded on the Company's
         books.

                                      F-74
<PAGE>

MAAX HOLDINGS, INC. AND
PREDECESSOR COMPANY (MAAX INC.)
Notes to Consolidated Financial Statements, Continued

Year ended February 29, 2004, the 95-day period ended June 3, 2004, the 270-day
period ended February 28, 2005 and year ended February 2006
(Tabular amounts are expressed in thousands of US dollars)

================================================================================


24. Comparative figures:

    Certain comparative figures have been reclassified to conform to the
    financial statement presentation adopted in the current year.

                                      F-75
<PAGE>
<TABLE>
<CAPTION>


                                    SCHEDULE

                               MAAX Holdings, inc.
                       Valuation and Qualifying Acccounts

                                                              Additions
                                                    ---------------------------
                                                      Charged                                       Foreign
                                      Balance at      to costs       Charged to                     currency     Balance
                                      beginning         and            other                      translation    as end
 Description                          of period       expenses        accounts     Deductions       effects     of period
-------------------------------------------------------------------------------------------------------------------------
                                                                       (a)            (b)
<S>                                       <C>              <C>            <C>         <C>               <C>          <C>
Allowance for doubtful accounts
deducted from accounts
receivable in the balance sheet

The Company


Year ended February 28, 2006             1,602            465             --           (637)            37          1,467
                                  ---------------------------------------------------------------------------------------
270-day period ended February
28, 2005                                 2,250            238            290         (1,287)           111          1,602
                                  ---------------------------------------------------------------------------------------

Predecessor Company

95-day period ended
June 3, 2004                             1,863            195             --            208            (16)         2,250
                                  ---------------------------------------------------------------------------------------

Year ended February 29, 2004             1,467            649             --           (343)            90          1,863
                                  ---------------------------------------------------------------------------------------
</TABLE>

(a)  Adjustments related to the purchase price allocation made pursuant to the
     acquisition of MAAX Inc.

(b)  Deductions, representing uncollectible accounts written off, less
     recoveries of accounts written off in prior years


                                      F-76