**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





______________





**Form
      10-Q**




(Mark
      one)





x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended September 30,
                2005





OR





 ̈
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the transition period from _______________ to
                ________________


______________





**Commission
      File Number**  **333-106356**


______________





**CHAAS
      ACQUISITIONS, LLC.**


*(Exact
      name of registrant as specified in its charter)*





**Delaware**
            **41-2107245***(State
                or other jurisdiction of*
            *(I.R.S.
                Employer**incorporation
                or organization)*
            *Identification
                No.)*





**12900
                Hall Road, Suite 200, Sterling Heights, MI**
            **48313***(Address
                of principal executive offices)*
            *(Zip
                Code)*





**(586)
      997-2900**


*(Registrant’s
      telephone number, including area code)*





**NOT
      APPLICABLE**


*(Former
      name, former address and former fiscal year, if changed since last
      report)*





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such a 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 whether the Registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).


Yes
             ̈
            No
            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


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









Class
            
            Outstanding
                at November 14, 2005Membership
                Units
            
            100











**CHAAS
            ACQUISITIONS, LLC**
 
 **INDEX**








Page
                No.Part
                I.Financial
                InformationItem
                1.   Financial StatementsConsolidated
                Condensed Balance Sheets as of September 30,
                2005
            
            
            1and
                December 31, 2004Consolidated
                Condensed Statements of Operations for the three
                months and nine months
            
            
            2ended
                September 30, 2005 and 2004Consolidated
                Condensed Statements of Cash Flows for the
                nine months
            
            
            3ended
                September 30, 2005 and 2004Consolidated
                Condensed Statement of Changes in Members’
                Equity for the nine months
            
            
            4ended
                September 30, 2005Notes
                to Consolidated Condensed Financial
                Statements
            
            
            5Item
                2.Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            
            12Item
                3.Quantitative
                and Qualitative Disclosures About Market Risk
            
            
            17Item
                4.Controls
                and Procedures
            
            
            17Part
                II.Other
                Information and SignatureItem
                1.Legal
                Proceedings
            
            
            18Item
                2.Changes
                in Securities, Use of Proceeds and Issuer Purchases of Equity
                Securities
            
            
            18Item
                3.Defaults
                Upon Senior Securities
            
            
            18Item
                4.Submission
                of Matters to a Vote of Security-Holders
            
            
            18Item
                5.Other
                Information
            
            
            18Item
                6.Exhibits
            
            
            18Signature
            
            
            19





**PART
            I. FINANCIAL INFORMATION**
 
 **Item
            1.**  **Financial
            Statements**
 
 **CHAAS
            ACQUISITIONS, LLC**
 **CONSOLIDATED
            CONDENSED BALANCE SHEETS**
 **As
            of September 30, 2005 and December 31, 2004**
 **(Dollars
            in thousands)**










**September
                30,**
            
            **December
                31,****2005**
            
            **2004****ASSETS**
            
            
            **(Unaudited)**Current
                assetsCash
            
            $
            5,903
            
            $
            14,747Accounts
                receivable, less reservesof
                $1,921 and $2,078, respectively
            
            
            80,582
            
            
            61,745InventoriesRaw
                materials
            
            
            25,693
            
            
            25,400Work-in-process
            
            
            11,036
            
            
            12,382Finished
                goods
            
            
            26,050
            
            
            28,937Reserves
            
            
            (5,028
            )
            
            (5,325
            )Total
                inventories
            
            
            57,751
            
            
            61,394Other
                current assets
            
            
            10,390
            
            
            13,976Total
                current assets
            
            
            154,626
            
            
            151,862Property
                and equipment, net
            
            
            66,939
            
            
            75,113Goodwill
            
            
            39,061
            
            
            39,061Other
                intangible assets, net
            
            
            94,078
            
            
            102,835Deferred
                income taxes
            
            
            34
            
            
            1,047Other
                noncurrent assets
            
            
            8,547
            
            
            8,064Total
                Assets
            
            $
            363,285
            
            $
            377,982**LIABILITIES
                AND MEMBERS’ EQUITY**Current
                liabilitiesCurrent
                maturities of long-term debt
            
            $
            3,685
            
            $
            3,068Accounts
                payable
            
            
            46,507
            
            
            46,664Accrued
                liabilities
            
            
            27,710
            
            
            22,951Deferred
                income taxes
            
            
            1,718
            
            
            1,876Total
                current liabilities
            
            
            79,620
            
            
            74,559Noncurrent
                liabilitiesDeferred
                income taxes
            
            
            6,220
            
            
            7,203Other
                noncurrent liabilities
            
            
            5,593
            
            
            4,276Long-term
                debt, less current maturities
            
            
            200,228
            
            
            202,179Total
                noncurrent liabilities
            
            
            212,041
            
            
            213,658Members’
                equityUnits
            
            
            100,900
            
            
            100,900Other
                comprehensive income
            
            
            5,262
            
            
            8,549Accumulated
                deficit
            
            
            (34,538
            )
            
            (19,684
            )Total
                Members’ Equity
            
            
            71,624
            
            
            89,765Total
                Liabilities and Members’ Equity
            
            $
            363,285
            
            $
            377,982














The
            accompanying notes are an integral part of the
 consolidated
            condensed financial statements.
 
 1
 
 **CHAAS
              ACQUISITIONS, LLC**
 **CONSOLIDATED
              CONDENSED STATEMENTS OF OPERATIONS**
 **(Dollars
              in thousands)**
 **(Unaudited)**








**Three
                Months Ended**
            
            **Nine
                Months Ended****September
                30,**
            
            **September
                30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**Netsales
            
            $
            109,243
            
            $
            93,749
            
            $
            348,935
            
            $
            298,726Cost
                of sales
            
            
            92,654
            
            
            74,961
            
            
            286,047
            
            
            232,354Gross
                profit
            
            
            16,589
            
            
            18,788
            
            
            62,888
            
            
            66,372Selling,
                administrative and product development expenses
            
            
            15,469
            
            
            14,408
            
            
            48,599
            
            
            45,118Amortization
                of intangible assets
            
            
            2,046
            
            
            2,045
            
            
            6,168
            
            
            6,209Operating
                income (loss)
            
            
            (926
            )
            
            2,335
            
            
            8,121
            
            
            15,045Other
                expenseInterest
                expense
            
            
            (5,569
            )
            
            (5,456
            )
            
            (16,506
            )
            
            (16,040
            )Foreign
                currency gain (loss), net
            
            
            (371
            )
            
            478
            
            
            (3,899
            )
            
            (574
            )Other
                income (expense)
            
            
            (245
            )
            
            29
            
            
            (173
            )
            
            139Loss
                before income taxes
            
            
            (7,111
            )
            
            (2,614
            )
            
            (12,457
            )
            
            (1,430
            )Provision
                for (benefit from) income taxes
            
            
            1,404
            
            
            (647
            )
            
            2,397
            
            
            (164
            )Net
                loss
            
            $
            (8,515
            )
            $
            (1,967
            )
            $
            (14,854
            )
            $
            (1,266
            )








The
            accompanying notes are an integral part of the
 consolidated
            condensed financial statements.
 
 2
 
 **CHAAS
              ACQUISITIONS, LLC**
 **CONSOLIDATED
              CONDENSED STATEMENTS OF CASH FLOWS**
 **(Dollars
              in thousands)**
 **(Unaudited)**








**Nine
                months Ended****September
                30,****2005**
            
            **2004****CASHFLOWS
                FROM OPERATING
                ACTIVITIES:**Net
                loss
            
            $
            (14,854
            )
            $
            (1,266
            )Adjustments
                to reconcile net loss to netcash
                provided by operating activities:Depreciation
                and amortization
            
            
            18,962
            
            
            16,327Deferred
                taxes
            
            
            537
            
            
            (5,196
            )Foreign
                currency loss
            
            
            3,772
            
            
            268Loss
                on disposal of assets
            
            
            93
            
            
            206Interest
                accretion on notes
            
            
            1,013
            
            
            1,024Changes
                in assets and liabilities, net:Accounts
                receivable
            
            
            (16,121
            )
            
            (10,078
            )Inventories
            
            
            270
            
            
            (7,258
            )Other
                current assets
            
            
            (1,889
            )
            
            (3,505
            )Other
                noncurrent assets
            
            
            (1,412
            )
            
            (538
            )Accounts
                payable
            
            
            1,795
            
            
            8,908Accrued
                liabilities
            
            
            6,611
            
            
            9,793Other
                noncurrent liabilities
            
            
            1,224
            
            
            (15
            )Net
                cash provided by operating activities
            
            
            1
            
            
            8,670**CASH
                FLOWS USED FOR INVESTING ACTIVITIES:**Acquisition
                of property and equipment
            
            
            (8,467
            )
            
            (8,266
            )Proceeds
                from disposals of property & equipment
            
            
            294
            
            
            88Net
                cash used for investing activities
            
            
            (8,173
            )
            
            (8,178
            )**CASH
                FLOWS USED FOR FINANCING ACTIVITIES:**Net
                increase (decrease) in revolving loan
            
            
            1,955
            
            
            (7,044
            )Repayment
                of debt
            
            
            (1,811
            )
            
            (1,282
            )Net
                cash provided by (used for) financing activities
            
            
            144
            
            
            (8,326
            )Effect
                of exchange rate changes
            
            
            (816
            )
            
            (23
            )Net
                decrease in cash
            
            
            (8,844
            )
            
            (7,857
            )Cash
                at beginning of period
            
            
            14,747
            
            
            16,686Cash
                at end of period
            
            $
            5,903
            
            $
            8,829

















The
            accompanying notes are an integral part of the
 consolidated
            condensed financial statements.
 
 3
 
 **CHAAS
              ACQUISITIONS, LLC**
 **CONSOLIDATED
              CONDENSED STATEMENT OF CHANGES IN MEMBERS’ EQUITY**
 **For
              the Nine Months Ended September 30, 2005**
 **(Dollars
              in thousands)**
 **(Unaudited)**








**Other**
            
            
            
            **Total****Members’**
            
            **comprehensive**
            
            **Accumulated**
            
            **members’****capital**
            
            **income
                (loss)**
            
            **deficit**
            
            **equity**Balanceat
                December 31, 2004
            
            $
            100,900
            
            $
            8,549
            
            $
            (19,684
            )
            $
            89,765Currency
                translation adjustment
            
            
            —
            
            
            (3,287
            )
            
            
            
            
            (3,287
            )Net
                loss
            
            
            
            
            
            
            
            
            (14,854
            )
            
            (14,854
            )Balance
                at September 30, 2005
            
            $
            100,900
            
            $
            5,262
            
            $
            (34,538
            )
            $
            71,624























The
            accompanying notes are an integral part of the
 consolidated
            condensed financial statements.
  4
 
 **CHAAS
            ACQUISITIONS, LLC**
 **NOTES
            TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
            in thousands)**
 **(Unaudited)**


**1.**
            **BASIS
                OF PRESENTATION**





On
      April
      15, 2003, substantially all of the equity interests of the Advanced Accessory
      Systems, LLC ("the Predecessor") were acquired by Castle Harlan Partners IV,
      L.P. ("the Acquisition"), a private equity investment fund organized and managed
      by Castle Harlan Inc., a private New York based equity firm. CHAAS Holdings,
      LLC
      ("CHAAS Holdings") was formed in April 2003 in connection with the Acquisition
      and was the direct parent of CHAAS Acquisitions, LLC ("CHAAS Acquisitions"
      or
      "the Company") which was also formed pursuant to the Acquisition.





In
      January 2004, Advanced Accessory Holdings Corporation ("AAHC") was formed by
      CHAAS Holdings. At that time, CHAAS Holdings made a contribution of all of
      its
      equity interests in CHAAS Acquisitions to AAHC in exchange for all the
      outstanding membership units of AAHC. Subsequent to this transaction, CHAAS
      Holdings is the direct parent of AAHC and AAHC is the direct parent of CHAAS
      Acquisitions and the indirect parent of the Predecessor. Unless the context
      otherwise requires, all information which refers to "we," "our" or "us" refers
      to CHAAS Acquisitions and its subsidiaries.





The
      Acquisition was accounted for in accordance with the purchase method of
      accounting. Accordingly, the purchase price of the Acquisition has been
      allocated to identifiable assets acquired and liabilities assumed based upon
      their estimated fair values at the acquisition date.





The
      North
      American subsidiaries of the Company use a fiscal month-end that corresponds
      to
      two four-week months and one five-week month per quarter, each ending on
      Saturday. The exception to this rule is at year-end, when the subsidiaries
      close
      on December 31. The Company’s Brink subsidiary uses the calendar month-end and
      year-end. The Company’s financial statements are dated as of the end of the
      calendar period, although they reflect the different closing dates identified
      above.





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and with the instructions to Form
      10-Q. Accordingly, they do not include all information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements and should be read in conjunction with the Annual
      Report on Form 10-K for the fiscal year ended December 31, 2004.





In
      the
      opinion of the Company, the accompanying unaudited consolidated condensed
      financial statements contain all adjustments, which are normal and recurring
      in
      nature, necessary to present fairly its financial position as of September
      30,
      2005 and December 31, 2004 and the results of its operations for the three
      and
      nine months ended September 30, 2005 and 2004. The Company has reclassified
      certain prior year amounts to conform to the presentation of our current
      consolidated financial statements.








**2.**
            **COMPREHENSIVE
                LOSS**





Comprehensive
      loss for the Company is as follows:





Three
                months ended
            
            Nine
                months endedSeptember
                30, 2005
            
            September
                30, 2004
            
            September
                30, 2005
            
            September
                30, 2004Net
                loss
            
            $
            (8,515
            )
            $
            (1,967
            )
            $
            (14,854
            )
            $
            (1,266
            )Change
                in the cumulative translation adjustment, net of tax
            
            
            511
            
            
            1,112
            
            
            (3,287
            )
            
            (174
            )Comprehensive
                loss
            
            $
            (8,004
            )
            $
            (855
            )
            $
            (18,141
            )
            $
            (1,440
            )





5
 **CHAAS
            ACQUISITIONS, LLC**
 **NOTES
            TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
            in thousands)**
 **(Unaudited)**


**3.**
            **CURRENCY
                CONTRACTS**





The
      Company has significant operations in Europe where the functional currency
      is
      the Euro. On February 12, 2004, when the Euro to the US Dollar exchange
      rate was 1.28:1.00, the Company entered into a series of foreign currency
      forward option contracts related to the Euro ("Euro Collar"), which matured
      quarterly on a staggered basis. On May 12, 2004 when the Euro to US Dollar
      exchange rate was 1.19:1.00, the Company entered into additional foreign
      currency option contracts. The Company provided a $1,900 letter of credit in
      support of the foreign currency option contracts. To the extent that the quarter
      end exchange rate fell between the Euro collar exchange rates, fulfillment
      of
      the Euro collar exchange contracts would have resulted in offsetting foreign
      currency gains and losses upon expiration. For each reporting period, the
      Company recorded the fair value, as determined by independent financial
      institutions, of open obligations and the resultant gains and losses were
      recorded in the Statement of Operations. The final option contracts expired
      during the second quarter of 2005. Three option contracts expired during the
      third quarter of 2004 and nine option contracts expired during the first nine
      months of 2004. For the three and nine months ended September 30, 2005, the
      Company recorded unrealized gains on foreign currency options of $0 and $164,
      respectively. This compares with unrealized gains (losses) on foreign currency
      options recorded by the Company for the three and nine months ended September
      30, 2004 of $215 and ($80), respectively.





One
      of
      the options that expired in the second quarter of 2005 was the sale of a call
      option and was based on the average exchange rate of the period for which the
      option was active. The option expired in the money, requiring us to make a
      payment of $75. This amount was accrued at June 30, 2005 and was paid subsequent
      to that date.





Upon
      expiration of the option contracts in the second quarter of 2005, the $1,900
      letter of credit described above expired.







**4.**
            **GOODWILL
                AND INTANGIBLE ASSETS**




The
      carrying amount of goodwill was $39,061 at September 30, 2005 and December
      31,
      2004. A summary of intangible assets identified by the Company in the allocation
      of the April 15, 2003 purchase consideration follows **:**







**Customer**
              **Contracts**
            
            **Customer**
              **Relationships**
            
            **Technology**
            
            **Intangible**
              **Pension
                Asset**
            
            **Tradename
                /**
              **Trademark**
            
            **Deferred**
              **Financing
                Costs**
            
            **Total**Amortization
                period in years
            
            
            *8
                - 10*
            
            
            *18
                - 21*
            
            
            *10*
            
            
            *15*
            
            
            *Indefinite*
            
            
            *7
                - 8*Balance
                at December 31, 2004
            
            $
            35,475
            
            $
            34,206
            
            $
            14,992
            
            $
            514
            
            $
            11,477
            
            $
            6,171
            
            $
            102,835Additions
            
            
            —
            
            
            —
            
            
            26
            
            
            —
            
            
            —
            
            
            —
            
            
            26Foreign
                currency translation
            
            
            (150
            )
            
            (1,257
            )
            
            (30
            )
            
            —
            
            
            (321
            )
            
            (53
            )
            
            (1,811
            )Amortization
            
            
            (3,240
            )
            
            (1,575
            )
            
            (1,353
            )
            
            —
            
            
            —
            
            
            (804
            )
            
            (6,972
            )Balance
                at September 30, 2005
            
            $
            32,085
            
            $
            31,374
            
            $
            13,635
            
            $
            514
            
            $
            11,156
            
            $
            5,314
            
            $
            94,078




Amortization
        expense of identifiable intangible assets for the three and nine months ended
        September 30, 2005 was $2,318 and $6,972, respectively, of which $272 and
        $804
        of amortization of deferred financing costs was included in interest
        expense.








6
 **CHAAS
            ACQUISITIONS, LLC**
 **NOTES
            TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
            in thousands)**
 **(Unaudited)**


**5.**
              **CONDENSED
                  CONSOLIDATING INFORMATION**
 
 On
        May
        23, 2003, the Company’s wholly-owned subsidiaries, Advanced Accessory Systems,
        LLC and AAS Capital Corporation, issued and sold 103⁄4% Senior Notes - Series A
        due 2011. On November 18, 2003, these notes were exchanged for 103⁄4% Senior Notes
        - Series B , (the "103⁄4% Senior Notes") having substantially the same terms. The
        103⁄4% Senior Notes are guaranteed on a full, unconditional and joint and several
        basis by the Company and all of the Company’s direct and indirect wholly-owned
        domestic subsidiaries.




The
        following condensed consolidating financial information presents the financial
        position, results of operations and cash flows of (i) the Company (the
åParentæ), as of September 30, 2005 and December 31, 2004 and for the three and
        nine months ended September 30, 2005 and 2004 as if it accounted for its
        subsidiaries on the equity method, (ii) Advanced Accessory Systems, LLC and
        AAS
        Capital Corporation as issuers; (iii) guarantor subsidiaries which are domestic,
        wholly-owned subsidiaries and include SportRack LLC, Valley Industries, LLC,
        AASA Holdings, LLC and ValTek, LLC; and (iv) the non-guarantor subsidiaries
        which are foreign, wholly-owned subsidiaries and include Brink International
        B.V. and its subsidiaries, SportRack Accessories, Inc. and its subsidiary,
        and
        SportRack Automotive GmbH and its subsidiaries.








**CONDENSED
      CONSOLIDATING BALANCE SHEET**


**September
      30, 2005**




**Parent**
                
                **Issuers**
                
                **Guarantor**
                  **subsidiaries**
                
                **Non-guarantor**
                  **subsidiaries**
                
                **Eliminations/**
                  **adjustments**
                
                **Consolidated****ASSETS**Current
                    assetsCash
                
                $
                16
                
                $
                —
                
                $
                957
                
                $
                4,930
                
                $
                —
                
                $
                5,903Accounts
                    receivable
                
                
                —
                
                
                —
                
                
                50,988
                
                
                29,594
                
                
                —
                
                
                80,582Inventories
                
                
                —
                
                
                —
                
                
                23,892
                
                
                33,859
                
                
                —
                
                
                57,751Other
                    current assets
                
                
                —
                
                
                716
                
                
                6,505
                
                
                3,169
                
                
                —
                
                
                10,390Total
                    current assets
                
                
                16
                
                
                716
                
                
                82,342
                
                
                71,552
                
                
                —
                
                
                154,626Property
                    and equipment, net
                
                
                —
                
                
                161
                
                
                31,023
                
                
                35,755
                
                
                —
                
                
                66,939Goodwill
                
                
                —
                
                
                —
                
                
                39,061
                
                
                —
                
                
                —
                
                
                39,061Other
                    intangible assets, net
                
                
                —
                
                
                4,678
                
                
                69,758
                
                
                19,642
                
                
                —
                
                
                94,078Deferred
                    income taxes and other noncurrent assets
                
                
                —
                
                
                7,064
                
                
                273
                
                
                1,244
                
                
                —
                
                
                8,581Investment
                    in and advances to subsidiaries
                
                
                96,631
                
                
                228,400
                
                
                14,042
                
                
                258
                
                
                (339,331
                )
                
                —Total
                    assets
                
                $
                96,647
                
                $
                241,019
                
                $
                236,499
                
                $
                128,451
                
                $
                (339,331
                )
                $
                363,285**LIABILITIES
                    AND MEMBERS’ EQUITY**Current
                    liabilitiesCurrent
                    maturities of long-term debt
                
                $
                —
                
                $
                —
                
                $
                62
                
                $
                3,623
                
                $
                —
                
                $
                3,685Accounts
                    payable
                
                
                —
                
                
                —
                
                
                31,053
                
                
                15,454
                
                
                —
                
                
                46,507Accrued
                    liabilities and deferred income taxes
                
                
                —
                
                
                5,444
                
                
                9,400
                
                
                14,584
                
                
                —
                
                
                29,428Total
                    current liabilities
                
                
                —
                
                
                5,444
                
                
                40,515
                
                
                33,661
                
                
                —
                
                
                79,620Deferred
                    income taxes and other noncurrent liabilities
                
                
                —
                
                
                2,348
                
                
                325
                
                
                9,140
                
                
                —
                
                
                11,813Long-term
                    debt, less current maturities
                
                
                —
                
                
                150,000
                
                
                32,827
                
                
                17,401
                
                
                —
                
                
                200,228Intercompany
                    debt
                
                
                25,023
                
                
                —
                
                
                7,931
                
                
                60,337
                
                
                (93,291
                )
                
                —Members’
                    equity
                
                
                71,624
                
                
                83,227
                
                
                154,901
                
                
                7,912
                
                
                (246,040
                )
                
                71,624Total
                    liabilities and members’ equity
                
                $
                96,647
                
                $
                241,019
                
                $
                236,499
                
                $
                128,451
                
                $
                (339,331
                )
                $
                363,285





7
 **CHAAS
          ACQUISITIONS, LLC**
 **NOTES
          TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
          in thousands)**
 **(Unaudited)**


**5.**
            **CONDENSED
                CONSOLIDATING INFORMATION —
(continued)**





**CONDENSED
      CONSOLIDATING BALANCE SHEET**


**December
      31, 2004**








**Parent**
                  
                  **Issuers**
                  
                  **Guarantor**
                    **subsidiaries**
                  
                  **Non-guarantor**
                    **subsidiaries**
                  
                  **Eliminations/**
                    **adjustments**
                  
                  **Consolidated****ASSETS**Current
                      assetsCash
                  
                  $
                  16
                  
                  $
                  3⁄4
                  
                  $
                  5,466
                  
                  $
                  9,265
                  
                  $
                  —
                  
                  $
                  14,747Accounts
                      receivable
                  
                  
                  —
                  
                  
                  —
                  
                  
                  37,296
                  
                  
                  24,449
                  
                  
                  —
                  
                  
                  61,745Inventories
                  
                  
                  —
                  
                  
                  —
                  
                  
                  22,834
                  
                  
                  38,560
                  
                  
                  —
                  
                  
                  61,394Other
                      current assets
                  
                  
                  23
                  
                  
                  663
                  
                  
                  10,879
                  
                  
                  2,411
                  
                  
                  —
                  
                  
                  13,976Total
                      current assets
                  
                  
                  39
                  
                  
                  663
                  
                  
                  76,475
                  
                  
                  74,685
                  
                  
                  —
                  
                  
                  151,862Property
                      and equipment, net
                  
                  
                  —
                  
                  
                  133
                  
                  
                  31,084
                  
                  
                  43,896
                  
                  
                  —
                  
                  
                  75,113Goodwill
                  
                  
                  —
                  
                  
                  3⁄4
                  
                  
                  39,061
                  
                  
                  3⁄4
                  
                  
                  —
                  
                  
                  39,061Other
                      intangible assets, net
                  
                  
                  —
                  
                  
                  5,288
                  
                  
                  74,980
                  
                  
                  22,567
                  
                  
                  —
                  
                  
                  102,835Deferred
                      income taxes and other noncurrent assets
                  
                  
                  4,199
                  
                  
                  6,074
                  
                  
                  (4,396
                  )
                  
                  3,205
                  
                  
                  29
                  
                  
                  9,111Investment
                      in and advances to subsidiaries
                  
                  
                  114,749
                  
                  
                  239,156
                  
                  
                  13,682
                  
                  
                  250
                  
                  
                  (367,837
                  )
                  
                  3⁄4Total
                      assets
                  
                  $
                  118,987
                  
                  $
                  251,314
                  
                  $
                  230,886
                  
                  $
                  144,603
                  
                  $
                  (367,808
                  )
                  $
                  377,982**LIABILITIES
                      AND MEMBERS’ EQUITY**Current
                      liabilitiesCurrent
                      maturities of long-term debt
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  61
                  
                  $
                  3,007
                  
                  $
                  —
                  
                  $
                  3,068Accounts
                      payable
                  
                  
                  —
                  
                  
                  —
                  
                  
                  27,385
                  
                  
                  19,279
                  
                  
                  —
                  
                  
                  46,664Accrued
                      liabilities and deferred income taxes
                  
                  
                  —
                  
                  
                  1,297
                  
                  
                  6,551
                  
                  
                  16,979
                  
                  
                  —
                  
                  
                  24,827Total
                      current liabilities
                  
                  
                  —
                  
                  
                  1,297
                  
                  
                  33,997
                  
                  
                  39,265
                  
                  
                  —
                  
                  
                  74,559Deferred
                      income taxes and other noncurrent liabilities
                  
                  
                  —
                  
                  
                  2,348
                  
                  
                  (1,157
                  )
                  
                  10,288
                  
                  
                  —
                  
                  
                  11,479Long-term
                      debt, less current maturities
                  
                  
                  —
                  
                  
                  150,000
                  
                  
                  32,260
                  
                  
                  19,919
                  
                  
                  —
                  
                  
                  202,179Intercompany
                      debt
                  
                  
                  29,222
                  
                  
                  —
                  
                  
                  9,879
                  
                  
                  64,946
                  
                  
                  (104,047
                  )
                  
                  —Members’
                      equity
                  
                  
                  89,765
                  
                  
                  97,669
                  
                  
                  155,907
                  
                  
                  10,185
                  
                  
                  (263,761
                  )
                  
                  89,765Total
                      liabilities and members’ equity
                  
                  $
                  118,987
                  
                  $
                  251,314
                  
                  $
                  230,886
                  
                  $
                  144,603
                  
                  $
                  (367,808
                  )
                  $
                  377,982





8
 **CHAAS
          ACQUISITIONS, LLC**
 **NOTES
          TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
          in thousands)**
 **(Unaudited)**


**5.**
            **CONDENSED
                CONSOLIDATING INFORMATION —
(continued)**





**CONDENSED
      CONSOLIDATING STATEMENT OF OPERATIONS**


**For
      the three months ended September 30, 2005**





**Parent**
              
              **Issuers**
              
              **Guarantor**
                **subsidiaries**
              
              **Non-guarantor**
                **subsidiaries**
              
              **Eliminations/**
                **adjustments**
              
              **Consolidated**Net
                  sales
              
              $
              —
              
              $
              —
              
              $
              70,595
              
              $
              38,648
              
              $
              —
              
              $
              109,243Cost
                  of sales
              
              
              —
              
              
              —
              
              
              63,984
              
              
              28,670
              
              
              —
              
              
              92,654Gross
                  profit
              
              
              —
              
              
              —
              
              
              6,611
              
              
              9,978
              
              
              —
              
              
              16,589Selling,
                  administrative and product development expenses
              
              
              —
              
              
              1,323
              
              
              6,468
              
              
              7,678
              
              
              —
              
              
              15,469Amortization
                  of intangible assets
              
              
              —
              
              
              —
              
              
              1,725
              
              
              321
              
              
              —
              
              
              2,046Operating
                  income (loss)
              
              
              —
              
              
              (1,323
              )
              
              (1,582
              )
              
              1,979
              
              
              —
              
              
              (926
              )Interest
                  expense
              
              
              —
              
              
              (3,493
              )
              
              (808
              )
              
              (1,268
              )
              
              —
              
              
              (5,569
              )Equity
                  in income (loss) of subsidiaries
              
              
              (8,515
              )
              
              —
              
              
              —
              
              
              —
              
              
              8,515
              
              
              —Foreign
                  currency loss, net
              
              
              —
              
              
              —
              
              
              —
              
              
              (371
              )
              
              —
              
              
              (371
              )Other
                  expense
              
              
              —
              
              
              —
              
              
              (16
              )
              
              (229
              )
              
              —
              
              
              (245
              )Income
                  (loss) before income taxes
              
              
              (8,515
              )
              
              (4,816
              )
              
              (2,406
              )
              
              111
              
              
              8,515
              
              
              (7,111
              )Provision
                  for income taxes
              
              
              —
              
              
              —
              
              
              10
              
              
              1,394
              
              
              —
              
              
              1,404Net
                  income (loss)
              
              $
              (8,515
              )
              $
              (4,816
              )
              $
              (2,416
              )
              $
              (1,283
              )
              $
              8,515
              
              $
              (8,515
              )


**CONDENSED
      CONSOLIDATING STATEMENT OF OPERATIONS**


**For
      the three months ended September 30, 2004**







**Parent**
              
              **Issuers**
              
              **Guarantor**
                **subsidiaries**
              
              **Non-guarantor**
                **subsidiaries**
              
              **Eliminations/**
                **adjustments**
              
              **Consolidated**Net
                  sales
              
              $
              —
              
              $
              —
              
              $
              58,712
              
              $
              35,037
              
              $
              —
              
              $
              93,749Cost
                  of sales
              
              
              —
              
              
              —
              
              
              49,588
              
              
              25,373
              
              
              —
              
              
              74,961Gross
                  profit
              
              
              —
              
              
              —
              
              
              9,124
              
              
              9,664
              
              
              —
              
              
              18,788Selling,
                  administrative and product development expenses
              
              
              —
              
              
              1,101
              
              
              5,928
              
              
              7,379
              
              
              —
              
              
              14,408Amortization
                  of intangible assets
              
              
              —
              
              
              —
              
              
              1,725
              
              
              320
              
              
              —
              
              
              2,045Operating
                  income (loss)
              
              
              —
              
              
              (1,101
              )
              
              1,471
              
              
              1,965
              
              
              —
              
              
              2,335Interest
                  expense
              
              
              —
              
              
              (3,746
              )
              
              (602
              )
              
              (1,108
              )
              
              —
              
              
              (5,456
              )Equity
                  in income (loss) of subsidiaries
              
              
              (1,967
              )
              
              —
              
              
              —
              
              
              —
              
              
              1,967
              
              
              —Foreign
                  currency gain, net
              
              
              —
              
              
              —
              
              
              —
              
              
              478
              
              
              —
              
              
              478Other
                  income (expense)
              
              
              —
              
              
              —
              
              
              108
              
              
              (79
              )
              
              —
              
              
              29Income
                  (loss) before income taxes
              
              
              (1,967
              )
              
              (4,847
              )
              
              977
              
              
              1,256
              
              
              1,967
              
              
              (2,614
              )Provision
                  (benefit) for income taxes
              
              
              —
              
              
              (1,696
              )
              
              386
              
              
              663
              
              
              —
              
              
              (647
              )Net
                  income (loss)
              
              $
              (1,967
              )
              $
              (3,151
              )
              $
              591
              
              $
              593
              
              $
              1,967
              
              $
              (1,967
              )




9
 **CHAAS
          ACQUISITIONS, LLC**
 **NOTES
          TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
          in thousands)**
 **(Unaudited)**


**5.**
            **CONDENSED
                CONSOLIDATING INFORMATION —
(continued)**








**CONDENSED
      CONSOLIDATING STATEMENT OF OPERATIONS**


**For
      the nine months ended September 30, 2005**





**Parent**
                
                **Issuers**
                
                **Guarantor**
                  **subsidiaries**
                
                **Non-guarantor**
                  **subsidiaries**
                
                **Eliminations/**
                  **adjustments**
                
                **Consolidated**Net
                    sales
                
                $
                —
                
                $
                —
                
                $
                218,090
                
                $
                130,845
                
                $
                —
                
                $
                348,935Cost
                    of sales
                
                
                —
                
                
                —
                
                
                191,858
                
                
                94,189
                
                
                —
                
                
                286,047Gross
                    profit
                
                
                —
                
                
                —
                
                
                26,232
                
                
                36,656
                
                
                —
                
                
                62,888Selling,
                    administrative and product development expenses
                
                
                —
                
                
                4,342
                
                
                19,677
                
                
                24,580
                
                
                —
                
                
                48,599Amortization
                    of intangible assets
                
                
                —
                
                
                —
                
                
                5,175
                
                
                993
                
                
                —
                
                
                6,168Operating
                    income (loss)
                
                
                —
                
                
                (4,342
                )
                
                1,380
                
                
                11,083
                
                
                —
                
                
                8,121Interest
                    expense
                
                
                —
                
                
                (10,300
                )
                
                (2,387
                )
                
                (3,819
                )
                
                —
                
                
                (16,506
                )Equity
                    in income (loss) of subsidiaries
                
                
                (14,831
                )
                
                —
                
                
                —
                
                
                —
                
                
                14,831
                
                
                —Foreign
                    currency gain (loss)
                
                
                —
                
                
                164
                
                
                7
                
                
                (4,070
                )
                
                —
                
                
                (3,899
                )Other
                    income (expense)
                
                
                (23
                )
                
                —
                
                
                22
                
                
                (172
                )
                
                —
                
                
                (173
                )Income
                    (loss) before income taxes
                
                
                (14,854
                )
                
                (14,478
                )
                
                (978
                )
                
                3,022
                
                
                14,831
                
                
                (12,457
                )Provision
                    for income taxes
                
                
                —
                
                
                —
                
                
                22
                
                
                2,375
                
                
                —
                
                
                2,397Net
                    income (loss)
                
                $
                (14,854
                )
                $
                (14,478
                )
                $
                (1,000
                )
                $
                647
                
                $
                14,831
                
                $
                (14,854
                )








**CONDENSED
      CONSOLIDATING STATEMENT OF OPERATIONS**


**For
      the nine months ended September 30, 2004**





**Parent**
                
                **Issuers**
                
                **Guarantor**
                  **subsidiaries**
                
                **Non-guarantor**
                  **subsidiaries**
                
                **Eliminations/**
                  **adjustments**
                
                **Consolidated**Net
                    sales
                
                $
                —
                
                $
                —
                
                $
                185,067
                
                $
                113,659
                
                $
                —
                
                $
                298,726Cost
                    of sales
                
                
                —
                
                
                —
                
                
                152,526
                
                
                79,828
                
                
                —
                
                
                232,354Gross
                    profit
                
                
                —
                
                
                —
                
                
                32,541
                
                
                33,831
                
                
                —
                
                
                66,372Selling,
                    administrative and product development expenses
                
                
                —
                
                
                3,384
                
                
                18,666
                
                
                23,068
                
                
                —
                
                
                45,118Amortization
                    of intangible assets
                
                
                —
                
                
                —
                
                
                5,249
                
                
                960
                
                
                —
                
                
                6,209Operating
                    income (loss)
                
                
                —
                
                
                (3,384
                )
                
                8,626
                
                
                9,803
                
                
                —
                
                
                15,045Interest
                    expense
                
                
                —
                
                
                (10,406
                )
                
                (1,843
                )
                
                (3,791
                )
                
                —
                
                
                (16,040
                )Equity
                    in income (loss) of subsidiaries
                
                
                (1,266
                )
                
                —
                
                
                —
                
                
                —
                
                
                1,266
                
                
                —Foreign
                    currency loss
                
                
                —
                
                
                —
                
                
                —
                
                
                (574
                )
                
                —
                
                
                (574
                )Other
                    income (expense)
                
                
                —
                
                
                —
                
                
                (188
                )
                
                327
                
                
                —
                
                
                139Income
                    (loss) before income taxes
                
                
                (1,266
                )
                
                (13,790
                )
                
                6,595
                
                
                5,765
                
                
                1,266
                
                
                (1,430
                )Provision
                    (benefit) for income taxes
                
                
                —
                
                
                (4,826
                )
                
                2,451
                
                
                2,211
                
                
                —
                
                
                (164
                )Net
                    income (loss)
                
                $
                (1,266
                )
                $
                (8,964
                )
                $
                4,144
                
                $
                3,554
                
                $
                1,266
                
                $
                (1,266
                )








10
 **CHAAS
          ACQUISITIONS, LLC**
 **NOTES
          TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **(Dollars
          in thousands)**
 **(Unaudited)**


**5.**
            **CONDENSED
                CONSOLIDATING INFORMATION —
(continued)**








**CONDENSED
      CONSOLIDATING STATEMENT OF CASH FLOWS**


**For
      the nine months ended September 30, 2005**





**Parent**
                      
                      **Issuers**
                      
                      **Guarantor**
                        **subsidiaries**
                      
                      **Non-guarantor**
                        **subsidiaries**
                      
                      **Eliminations/**
                        **adjustments**
                      
                      **Consolidated**Net
                          cash provided by (used for) operating activities
                      
                      $
                      —
                      
                      $
                      28
                      
                      $
                      2,224
                      
                      $
                      (2,251
                      )
                      $
                      —
                      
                      $
                      1Cash
                          flows from investing activities:Acquisition
                          of property and equipment
                      
                      
                      —
                      
                      
                      (28
                      )
                      
                      (6,258
                      )
                      
                      (2,181
                      )
                      
                      —
                      
                      
                      (8,467
                      )Proceeds
                          from disposals
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      294
                      
                      
                      —
                      
                      
                      294Net
                          cash used for investing activities
                      
                      
                      —
                      
                      
                      (28
                      )
                      
                      (6,258
                      )
                      
                      (1,887
                      )
                      
                      —
                      
                      
                      (8,173
                      )Cash
                          flows from financing activities:Net
                          increase (decrease) in revolving loan
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (546
                      )
                      
                      2,501
                      
                      
                      —
                      
                      
                      1,955Repayment
                          of debt
                      
                      
                      —
                      
                      
                      —
                      
                      
                      71
                      
                      
                      (1,882
                      )
                      
                      —
                      
                      
                      (1,811
                      )Net
                          cash provided by (used for) financing activities
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (475
                      )
                      
                      619
                      
                      
                      —
                      
                      
                      144Effect
                          of exchange rate changes
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (816
                      )
                      
                      —
                      
                      
                      (816
                      )Net
                          decrease in cash
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (4,509
                      )
                      
                      (4,335
                      )
                      
                      —
                      
                      
                      (8,844
                      )Cash
                          at beginning of period
                      
                      
                      16
                      
                      
                      —
                      
                      
                      5,466
                      
                      
                      9,265
                      
                      
                      —
                      
                      
                      14,747Cash
                          at end of period
                      
                      $
                      16
                      
                      $
                      —
                      
                      $
                      957
                      
                      $
                      4,930
                      
                      $
                      —
                      
                      $
                      5,903







**CONDENSED
      CONSOLIDATING STATEMENT OF CASH FLOWS**


**For
      the nine months ended September 30, 2004**





**Parent**
                      
                      **Issuers**
                      
                      **Guarantor**
                        **subsidiaries**
                      
                      **Non-guarantor**
                        **subsidiaries**
                      
                      **Eliminations/**
                        **adjustments**
                      
                      **Consolidated**Net
                          cash provided by (used for) operating activities
                      
                      $
                      (9
                      )
                      $
                      (9,526
                      )
                      $
                      12,571
                      
                      $
                      5,634
                      
                      $
                      —
                      
                      $
                      8,670Cash
                          flows from investing activities:Acquisition
                          of property and equipment
                      
                      
                      —
                      
                      
                      (96
                      )
                      
                      (5,651
                      )
                      
                      (2,519
                      )
                      
                      —
                      
                      
                      (8,266
                      )Proceeds
                          from disposals
                      
                      
                      —
                      
                      
                      —
                      
                      
                      88
                      
                      
                      —
                      
                      
                      —
                      
                      
                      88Net
                          cash used for investing activities
                      
                      
                      —
                      
                      
                      (96
                      )
                      
                      (5,563
                      )
                      
                      (2,519
                      )
                      
                      —
                      
                      
                      (8,178
                      )Cash
                          flows from financing activities:Change
                          in intercompany debt
                      
                      
                      9
                      
                      
                      9,622
                      
                      
                      (4,039
                      )
                      
                      (5,592
                      )
                      
                      —
                      
                      
                      —Net
                          increase (decrease) in revolving loan
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (10,127
                      )
                      
                      3,083
                      
                      
                      —
                      
                      
                      (7,044
                      )Repayment
                          of debt
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (78
                      )
                      
                      (1,204
                      )
                      
                      —
                      
                      
                      (1,282
                      )Net
                          cash provided by (used for) financing activities
                      
                      
                      9
                      
                      
                      9,622
                      
                      
                      (14,244
                      )
                      
                      (3,713
                      )
                      
                      —
                      
                      
                      (8,326
                      )Effect
                          of exchange rate changes
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (23
                      )
                      
                      —
                      
                      
                      (23
                      )Net
                          decrease in cash
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (7,236
                      )
                      
                      (621
                      )
                      
                      —
                      
                      
                      (7,857
                      )Cash
                          at beginning of period
                      
                      
                      16
                      
                      
                      —
                      
                      
                      12,629
                      
                      
                      4,041
                      
                      
                      —
                      
                      
                      16,686Cash
                          at end of period
                      
                      $
                      16
                      
                      $
                      —
                      
                      $
                      5,393
                      
                      $
                      3,420
                      
                      $
                      —
                      
                      $
                      8,829







11
 **CHAAS
            ACQUISITIONS, LLC**


**Item
                2.**
            **Management’sDiscussion
                and Analysis of Financial
                Condition and Results of
                Operations**





The
      following discussion of our results of operations and financial condition should
      be read in conjunction with our financial statements and notes thereto included
      elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements.
      Discussions containing forward-looking statements may be found in the material
      set forth above, in the material set forth below, as well as in this Form 10-Q
      generally. Forward-looking statements generally can be identified by the use
      of
      terms such as "may," "will," "should," "expect," "anticipate," "believe,"
      "intend," "plan," "estimate," "predict," "potential," "forecast," "project,"
      "will be," "continue" or variations of such terms, or the use of these terms
      in
      the negative.  Our actual results may differ significantly from the results
      discussed in the forward-looking statements, and such differences may be
      material.  General risks that may impact the achievement of such forecasts
      include, but are not limited to: compliance with new laws and regulations,
      general economic conditions in the markets in which we operate, fluctuation
      in
      demand for our products and in the production of vehicles for which we are
      a
      supplier, significant raw material price fluctuations, labor disputes with
      our
      employees or those of our significant customers or suppliers, changes in
      consumer preferences, dependence on significant automotive customers, the level
      of competition in the automotive supply industry, pricing pressure from
      automotive customers, our substantial leverage, limitations imposed by our
      debt
      facilities, changes in the popularity of particular vehicle models or towing
      and
      rack systems, the loss of programs on particular vehicle models, risks
      associated with conducting business in foreign countries, other business factors
      and other risks detailed from time to time in the Company’s reports filed with
      the Securities & Exchange Commission.  Any such forward-looking
      statements are not guarantees of future performance and involve risks and
      uncertainties.  Actual events or results may differ materially from those
      discussed in the forward-looking statements.  All of these forward-looking
      statements are based on estimates and assumptions made by our management which,
      although believed to be reasonable, are inherently uncertain.  Given these
      risks and uncertainties, readers are cautioned not to place undue reliance
      on
      forward-looking statements.  We disclaim any obligation to update any
      forward-looking statements.





**OVERVIEW**





We
      are
      one of the world’s leading designers and manufacturers of exterior accessories
      for automotive original equipment manufacturers and the aftermarket. We design
      and manufacture a wide array of both rack systems and towing systems and related
      accessories. Our broad offering of rack systems includes fixed and detachable
      racks and accessories, which can be installed on vehicles to carry items such
      as
      bicycles, skis, luggage, surfboards, and sailboards. Our towing products and
      accessories include trailer hitches, trailer balls, ball mounts, electrical
      harnesses, safety chains and locking pins. Our products are sold to OEM’s as
      standard accessories or options for a variety of light vehicles and to the
      aftermarket.





**Company
      Background**





On
      April
      15, 2003, substantially all of the equity interests of Advanced Accessory
      Systems, LLC ("the Predecessor") were acquired by Castle Harlan Partners IV,
      L.P. ("the Acquisition"), a private equity investment fund organized and managed
      by Castle Harlan Inc., a private New York based equity firm. CHAAS Holdings,
      LLC
      ("CHAAS Holdings") was formed in April 2003 in connection with the Acquisition
      and was the direct parent of CHAAS Acquisitions, LLC ("CHAAS Acquisitions"
      or
      "the Company") which was also formed pursuant to the Acquisition.





In
      January 2004, Advanced Accessory Holdings Corporation ("AAHC") was formed by
      CHAAS Holdings. At that time, CHAAS Holdings made a contribution of all of
      its
      equity interests in CHAAS Acquisitions to AAHC in exchange for all the
      outstanding membership units of AAHC. Subsequent to this transaction, CHAAS
      Holdings is the direct parent of AAHC and AAHC is the direct parent of CHAAS
      Acquisitions and the indirect parent of the Predecessor. Unless the context
      otherwise requires, all information which refers to "we", "our" or "us" refers
      to CHAAS Acquisitions and its subsidiaries.





12
 **CHAAS
          ACQUISITIONS, LLC**


**RESULTS
      OF OPERATIONS**





**Three
      Months Ended September 30, 2005 Compared to the Three Months Ended September
      30,
      2004**





*Net
      sales.* Net
      sales for the third quarter of 2005 were $109.2 million, representing an
      increase of $15.5 million, or 16.5%, compared with net sales of $93.7 million
      for the third quarter of 2004. North American OEM sales increased approximately
      $10.9 million, primarily as a result of new program launches at SportRack.
      Sales
      to our aftermarket customers in both North America and Europe increased by
      $3.7
      million, of which approximately $2.1 million represented revenue from price
      increases related to steel economics with the remainder attributable to other
      volume increases. The sales increase includes approximately $0.5 million due
      to
      the increase of the average exchange rates between the US Dollar and primarily
      the Euro, the functional currency of Brink and SportRack Europe.





*Gross
      profit.* Gross
      profit for the third quarter of 2005 was $16.6 million, which represents a
      decrease of $2.2 million, or 11.7%, compared with gross profit of $18.8 million
      for the third quarter of 2004. Gross profit as a percentage of net sales was
      15.2% for the third quarter of 2005 and 20.1% for the third quarter of 2004.
      The
      decrease in gross profit and margin reflects the impact of higher volumes offset
      by the net impact of material price increases after any applicable recovery,
      manufacturing performance, product complexity and mix and increased depreciation
      related to capital investments. In addition, we recorded a charge of $1.3
      million related to a recall action by one of our OEM customers. Increases in
      raw
      material costs on aftermarket products have been substantially recovered through
      price increases in the third quarter of 2005.





*Selling,
      administrative and product development expenses.* Selling,
      administrative and product development expenses for the third quarter of 2005
      were $15.5 million, representing an increase of $1.1 million, or 7.6%, compared
      with $14.4 million for the third quarter of 2004. Excluding the impact of
      exchange of $0.3 million, the increase was primarily due to higher selling
      costs
      as a result of higher overall volumes and engineering costs to support customer
      programs.





*Operating
      income (loss).* Our
      operating loss for the third quarter of 2005 was $0.9 million representing
      a
      decrease of $3.2 million, or 139.1%, compared with operating income of $2.3
      million for the third quarter of 2004. The decrease resulted from decreased
      gross profit and increased selling, administrative and product development
      expenses, as discussed above.








*Interest
      expense.* Interest
      expense for the third quarter of 2005 was $5.6 million representing an increase
      of $0.1 million or 1.8%, compared with interest expense of $5.5 million for
      the
      third quarter of 2004.





*Foreign
      currency gain (loss).* Foreign
      currency loss in the third quarter of 2005 was $0.3 million compared to a
      foreign currency gain of $0.5 million in the third quarter of 2004. Both the
      loss and gain were primarily attributable to the US Dollar denominated
      intercompany indebtedness of Brink, whose functional currency is the Euro.
      The
      intercompany indebtedness for our Canadian subsidiaries is deemed to be
      permanently invested and therefore changes in the intercompany balances for
      these subsidiaries caused by foreign currency fluctuations have been recorded
      in
      the currency translation adjustment account and included in other comprehensive
      income.





*Provision
      for (benefit from) income taxes.* During
      the third quarter of 2005 we recorded a loss before income taxes of $7.1 million
      and recorded an income tax provision of $1.4 million. The effective tax rate
      differs from the US federal income tax rate primarily due to changes in
      valuation allowances on the deferred tax assets (including current net operating
      losses) of all North American operations, the addition of a valuation allowance
      for certain SportRack European operations and differences in the tax rates
      of
      foreign operations.  During the third quarter of 2004 we had a net
      loss before taxes of $2.6 million and recorded an income tax benefit of $0.6
      million.





*Net
      loss* .
      We
      recorded a net loss of $8.5 million in the third quarter of 2005 and a net
      loss
      of $2.0 million in the third quarter of 2004. The net losses were a result
      of
      the items discussed above related to net sales, gross profit, foreign currency
      loss and the other expense and income items.





13
 **CHAAS
            ACQUISITIONS, LLC**





**Nine
      Months Ended September 30, 2005 Compared to the Nine Months Ended September
      30,
      2004**





*Net
      sales.* Net
      sales for the first nine months of 2005 were $348.9 million, representing an
      increase of $50.2 million, or 16.8%, compared with net sales of $298.7 million
      for the first nine months of 2004. Additionally, North American OEM sales
      increased by approximately $29.7 million, primarily as a result of new program
      launches at SportRack. Offsetting increased sales were agreed-upon price
      concessions with certain large North American OEM customers of $1.9 million.
      Sales to our aftermarket customers in both North America and Europe increased
      by
      $16.0 million partially attributable to price increases to offset raw material
      economics of $8.9 million. The sales increase includes approximately $5.4
      million due to the increase of the average exchange rates between the US Dollar
      and primarily the Euro, the functional currency of Brink and SportRack
      Europe.





*Gross
      profit.* Gross
      profit for the first nine months of 2005 was $62.9 million, which represents
      a
      decrease of $3.5 million, or 5.3%, compared with gross profit of $66.4 million
      for the first nine months of 2004. Gross profit as a percentage of net sales
      was
      18.0% for the first nine months of 2005 versus 22.2% for the first nine months
      of 2004. The overall decrease in gross profit reflects OEM price reductions,
      plant operating manufacturing performance, product launches, depreciation
      related to capital investments and product mix. The decreases were offset by
      the
      impact of higher volumes and favorable exchange rates between the US Dollar
      and
      local currencies. In addition, we recorded a charge of $1.3 million related
      to a
      recall action by one of our OEM customers. Increases in raw material costs
      on
      aftermarket products have been substantially recovered through price increases
      in the first nine months of 2005.





*Selling,
      administrative and product development expenses.* Selling,
      administrative and product development expenses for the first nine months of
      2005 were $48.6 million representing an increase of $3.5 million, or 7.8%,
      compared with $45.1 million for the first nine months of 2004. This increase
      is
      due to the change in average exchange rates between the US Dollar and local
      currencies of $1.3 million, higher selling expenses related to volume increases
      and engineering expense increases to support customer programs.





*Operating
      income.* Our
      operating income for the first nine months of 2005 was $8.1 million representing
      a decrease of $6.9 million, or 46.0%, compared with operating income of $15.0
      million for the first nine months of 2004. The decrease resulted from decreased
      gross profit and increased selling, administrative and product development
      expenses, as discussed above.





*Interest
      expense.* Interest
      expense for the first nine months of 2005 was $16.5 million representing an
      increase of $0.5 million or 3.1%, compared with interest expense of $16.0
      million for the first nine months of 2004.





*Foreign
      currency loss.* Foreign
      currency loss in the first nine months of 2005 was $3.9 million compared to
      $0.3
      million in the first nine months of 2004. These losses were primarily
      attributable to the US Dollar denominated intercompany indebtedness of Brink,
      whose functional currency is the Euro. During the first nine months of both
      2004
      and 2005 the US Dollar strengthened in comparison with the Euro. The
      intercompany indebtedness for our Canadian subsidiaries is deemed to be
      permanently invested and therefore changes in the intercompany balances for
      these subsidiaries caused by foreign currency fluctuations have been recorded
      in
      the currency translation adjustment account and included in other comprehensive
      income.





*Provision
      for (benefit from) income taxes.* During
      the first nine months of 2005 we recorded a loss before income taxes of $12.5
      million and recorded an income tax provision of $2.4 million. The effective
      tax
      rate differs from the US federal income tax rate primarily due to changes in
      valuation allowances on the deferred tax assets (including current net operating
      losses) of all North American operations, the addition of a valuation allowance
      for certain SportRack European operations and differences in the tax rates
      of
      foreign operations. During the first nine months of 2004 we had a net loss
      before taxes of $1.4 million and recorded an income tax benefit of $0.2 million.





*Net
      loss.* We
      recorded a net loss of $14.9 million in the first nine months of 2005 and a
      net
      loss of $1.3 million in the first nine months of 2004. The net losses were
      a
      result of the items discussed above related to net sales, gross profit, foreign
      currency loss and the other expense and income items.





14
 **CHAAS
            ACQUISITIONS, LLC**








**LIQUIDITY
      AND CAPITAL RESOURCES**





Our
      principal liquidity requirements are to service our debt and meet our working
      capital and capital expenditure needs. Our indebtedness at September 30, 2005
      was $203.9 million including current maturities of $3.7 million.





In
      2004
      our operating results and operating cash flows were negatively impacted
      primarily by the costs associated with launching an unprecedented number of
      new
      roof rack programs, the high costs of steel and pricing pressures from certain
      OEM customers. As a result of these and other factors, our availability under
      our revolving credit facilities declined to $27.1 million at December 31, 2004
      from $38.1 million available at September 30, 2004.  Although we met
      our covenants for the quarter ended December 31, 2004, we anticipated that
      we
      would be unable to meet our fixed charge coverage ratio and senior secured
      leverage ratio covenants for future quarters. On March 30, 2005, we entered
      into the Fourth Amendment to the Amended and Restated Credit Agreement (the
      "Fourth Amendment") with General Electric Capital Corporation individually
      as a
      lender and as agent for the lenders referred to therein to modify the fixed
      charge coverage ratio and the senior secured leverage ratio.





Under
      the
      modified fixed charge coverage ratio covenant, the required minimum fixed charge
      coverage ratio will be determined quarterly for all borrowers for specified
      quarterly periods and for European borrowers for specified quarterly periods.
      Prior to this modification the required minimum fixed charge coverage ratios
      for
      all borrowers and their subsidiaries were 1.15:1.00. As modified, the required
      minimum fixed charge coverage ratios for all borrowers and their subsidiaries
      range from 1.15:1.00 for each fiscal quarter from the fiscal quarter ending
      June
      30, 2004 through and including the fiscal quarter ending December 31, 2004;
      1.05:1.00 for the fiscal quarter ending December 31, 2005; and 1.15:1.00 for
      each fiscal quarter ending thereafter. The required minimum fixed charge
      coverage ratio for the European borrowers and their subsidiaries is 1.25:1.00
      for the fiscal quarters ending March 31, 2005, June 30, 2005 and September
      30,
      2005. The actual fixed charge coverage ratio for the European borrowers for
      the
      fiscal quarter ending September 30, 2005 was 1.90:1.0 and we were in compliance
      with this covenant as of September 30, 2005.





The
      modified senior secured leverage ratio covenant requires that we meet a senior
      secured leverage ratio of 1.75:1.00 for the fiscal quarters ending March 31,
      2005 and June 30, 2005; 1.50:1.00 for the fiscal quarter ending September 30,
      2005; and 1.25:1.00 for each fiscal quarter ending thereafter. Prior to this
      modification, the credit facility required that we meet a senior secured
      leverage ratio of 1.25:1.00 for each fiscal quarter. The actual leverage ratio
      for the fiscal quarter ending September 30, 2005 was 1.09:1.00 and we were
      in
      compliance with this covenant as of September 30, 2005.





We
      anticipate that we will be unable to satisfy our fixed charge coverage ratio
      covenant for the quarter ending December 31, 2005. We currently are seeking
      a
      waiver or amendment of this covenant from our lenders, although there can be
      no
      assurance that we will be successful in this regard. Absent an amendment or
      waiver, the failure to comply with this covenant would be a default under our
      Amended and Restated Credit Agreement. Upon a default, the lenders may declare
      all of the outstanding obligations immediately due and payable and this may
      cause our 10 3/4% Notes to become currently due as a result of cross
      acceleration provisions.








**Working
      Capital and Cash Flows**





Working
      capital and key elements of the consolidated statement of cash flows
      are:




September
                30,
              2005
            
            December
                31,
              2004(in
                thousands)Working
                Capital
            
            $
            75,006
            
            $
            77,303





Nine
                months ended
              September
                30,2005
            
            2004(in
                thousands)Cash
                flows provided by operating activities
            
            $
            1
            
            $
            8,670Cash
                flows used for investing activities
            
            $
            (8,173
            )
            $
            (8,178
            )Cash
                flows provided by (used for) financing activities
            
            $
            144
            
            $
            (8,326
            )





15
 **CHAAS
            ACQUISITIONS, LLC**


*Working
      capital*





Working
      capital decreased by $2.3 million to $75.0 million at September 30, 2005 from
      $77.3 million at December 31, 2004. This decrease is primarily due to decreases
      in cash, inventory and other current assets of $8.8 million, $3.6 million and
      $3.6 million, respectively, and increases in current maturities of long-term
      debt and accrued liabilities of $0.6 million and $4.8 million offset by an
      increase in accounts receivable of $18.8 million and decreases in accounts
      payable and deferred income taxes of $0.2 million and $0.2 million,
      respectively. The net working capital decrease was also negatively impacted
      by
      the decreased exchange rate between the US Dollar and local currencies as of
      September 30, 2005 as compared with the exchange rate as of December 31,
      2004.





Two
      of
      the major components of the working capital change were accounts receivable
      and
      inventory. The increase in accounts receivable was attributable to increased
      sales levels on a year-to-date basis as compared with the last several months
      of
      2004. Inventory decreased as a result of the seasonal nature of certain segments
      of the business and an overall company focus on increasing inventory turnover.





*Investing
      activities*





Cash
      flow
      used for investing activities for the first nine months of 2005 and 2004
      represented acquisitions of property and equipment of $8.2 million and $8.2
      million, respectively, and were primarily for the expansion of capacity,
      productivity, process improvements and maintenance. Our capital expenditures
      for
      the remainder of 2005 are anticipated to be approximately $2.5
      million.





*Financing
      activities*





During
      the first nine months of 2005, financing cash flows included an increase in
      borrowings under the revolving line of credit of $2.0 million and repayment
      of
      debt of $1.8 million. For the same period in 2004 the financing cash flows
      included a reduction in the revolving line of credit of $7.0 million and
      repayment of debt of $1.3 million.





**Debt
      and Credit Sources**





Our
      indebtedness at September 30, 2005 was $203.9 million. We expect that our
      primary sources of cash will be from operating activities and borrowings under
      our revolving credit facilities. As of September 30, 2005, we had
      borrowings under the revolving credit facilities totaling $24.8 million and
      had
      $25.0 million of available borrowing capacity. Standby letters of credit
      totaling $3.3 million providing security for our US workers compensation program
      reduced borrowing availability.





On
      March
      30, 2005 we entered into the Fourth Amendment to the Amended and Restated Credit
      Agreement. See the discussion of the amendment to the credit facility in "-
      Liquidity and Capital Resources".





*International
      operations*





We
      conduct operations in several foreign countries including Canada, the Czech
      Republic, Denmark, France, Germany, Italy, The Netherlands, Poland, Spain,
      Sweden and the United Kingdom. Net sales from international operations during
      the first nine months of 2005 were $130.8 million, or 37.5% of our net sales.
      At
      September 30, 2005, assets associated with these operations were
      approximately 35.5% of total assets, and we had indebtedness denominated in
      currencies other than the US Dollar of approximately $21.0 million.





16
 **CHAAS
            ACQUISITIONS, LLC**


Our
      international operations may be subject to volatility because of currency
      fluctuations, inflation and changes in political and economic conditions in
      these countries. Most of the revenues and costs and expenses of our operations
      in these countries are denominated in the local currencies. The financial
      position and results of operations of the Company's foreign subsidiaries are
      measured using the local currency as the functional currency.





*Currency
      contracts*





We
      have
      significant operations in Europe where the functional currency is the Euro.
      On
      February 12, 2004, when the Euro to the US Dollar exchange rate was 1.28:1.00,
      we entered into a series of foreign currency forward option contracts related
      to
      the Euro ("Euro Collar"), which matured quarterly on a staggered basis. On
      May
      12, 2004 when the Euro to US Dollar exchange rate was 1.19:1.00, we entered
      into
      additional foreign currency option contracts. We provided a $1.9 million letter
      of credit in support of the foreign currency option contracts. To the extent
      that the quarter end exchange rate fell between the Euro collar exchange rates,
      fulfillment of the Euro collar exchange contracts would have resulted in
      offsetting foreign currency gains and losses upon expiration. For each reporting
      period we recorded the fair value, as determined by independent financial
      institutions, of open obligations and the resultant gains and losses were
      recorded in the Statement of Operations. The final option contracts expired
      during the second quarter of 2005. Three option contracts expired during the
      third quarter of 2004 and nine option contracts expired during the first nine
      months of 2004.  For the three and nine months ended September 30, 2005, we
      recorded unrealized gains on foreign currency options of $0 and $164,000,
      respectively. This compares with unrealized gains (losses) on foreign currency
      options recorded by us for the three and nine months ended September 30, 2004
      of
      $215,000 and ($80,000), respectively.





One
      of
      the options that expired in the second quarter of 2005 was the sale of a call
      option and was based on the average exchange rate of the period for which the
      option was active. The option expired in the money, requiring us to make a
      payment of $75,000. This amount was accrued at June 30, 2005 and was paid
      subsequent to that date.





Upon
      expiration of the option contracts in the second quarter of 2005, the $1.9
      million letter of credit described above expired.





*Recently
      issued accounting standards*





In
      March
      2005, the FASB issued FIN 47, "Accounting for Conditional Asset Retirement
      Obligations." FIN 47 clarifies that a conditional asset retirement obligation,
      as used in SFAS 143, "Accounting for Asset Retirement Obligations," refers
      to a
      legal obligation to perform an asset retirement activity in which the timing
      and/or method of the settlement are conditional on a future event that may
      or
      may not be within the control of the entity. Accordingly, an entity is required
      to recognize a liability for the fair value of a conditional asset retirement
      obligation if the fair value can be reasonably estimated. FIN 47 is effective
      January 1, 2006, with early adoption allowed. We have not yet determined the
      impact, if any, FIN 47 will have on our consolidated financial
      statements.





**Item
                  3.**
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
 
 In
        May
        2004, we executed several foreign currency option contracts. See å -
        Management’s Discussion and Analysis of Financial Condition and Results of
        Operations - Debt and Credit Sources - Currency Contractsæ.
 
 **Item
                  4.**
              **Controls
                  and Procedures**


Under
      the
      supervision and with the participation of management, including our principal
      executive officer and principal financial officer, the Company has evaluated
      the
      effectiveness of the design and operation of its disclosure controls and
      procedures as of September 30, 2005 and, based on their evaluation, the
      principal executive officer and principal financial officer have concluded
      that
      these controls and procedures are effective. There were no changes in internal
      controls or in other factors that could significantly affect these controls
      during the quarter.





Disclosure
      controls and
      procedures are the Company’s controls and other procedures that are designed to
      ensure that information required to be disclosed by the Company in the reports
      that it files or submits under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      in
      the reports that the Company files under the Exchange Act is accumulated and
      communicated to management, including the principal executive officer and
      principal financial officer, as appropriate to allow timely decisions regarding
      required disclosure.





17
 **CHAAS
            ACQUISITIONS, LLC**








**PART
      II. OTHER INFORMATION AND SIGNATURE**








**Item1.**  **Legal
      Proceedings**





From
      time
      to time, we are subject to routine legal proceedings incidental to the operation
      of our business. The outcome of any threatened or pending proceedings is not
      expected to have a material adverse effect on our financial condition, operating
      results or cash flows, based on our current understanding of the relevant facts.
      The Company maintains insurance coverage against claims in an amount that it
      believes to be adequate.








**Item2.**  **Changes
      in Securities, Use of Proceeds and Issuer Purchases of Equity
      Security**





None








**Item3.**  **Defaults
      Upon Senior Securities**





None








**Item4.**  **Submission
      of Matters to a Vote of Security-Holders**





None








**Item5.**  **Other
      Information**





None








**Item
      6.**  **Exhibits**





Exhibit
                31.1
            Certification
                of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, as
                Adopted
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





Exhibit
                31.2
            Certification
                of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14, as
                Adopted
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002





Exhibit
                32.1
            Certification
                of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, as
                Adopted
                Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002





Exhibit
                32.2
            Certification
                of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as
                Adopted
                Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002











18
 **CHAAS
            ACQUISITIONS, LLC**
  SIGNATURE





Pursuant
      to the requirements 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.











CHAAS
                ACQUISITIONS, LLCDate:
                November 14, 2005
            /s/
                Ronald J. GardhouseRonald
                J. GardhouseChief
                Financial Officer(Principal
                Financial Officerand
                Authorized Signatory)








**CHAAS
          ACQUISITIONS, LLC**
 
 **EXHIBIT
          INDEX**











Exhibit
            Description31.1
            Certification
                of Chief Executive Officer Pursuant to
                Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer Pursuant to
                Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer Pursuant to 18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.2
            Certification
                of Chief Financial Officer Pursuant to 18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002














































20