**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**--------------------------**


**FORM
      10-QSB**





**[x]**
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934
              For
                the quarterly period ended March 31, 2006[
                ]
            TRANSITION
                REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
              For
                the transition period from _____________ to _____________
              Commission
                file number _________





**Commission
      file No. 333-111715**





**AT&S
                HOLDINGS, INC.**(Name
                of Small Business Issuer in Its
                Charter)





**NEVADA**
            **20-0472144**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)




3505
                Manchester TrafficwayKansas
                City, Missouri 64129(Address
                of Principal orExecutive
                Offices)





(816)
                765-7771(Issuer’s
                Telephone Number)





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





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12-b-2 of the Exchange Act. (Check
      one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer
      [X]





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:





Date Class           Shares
      Outstanding


05/01/2006 Common
      stock - $ .001 par value 1,084,167





Transitional
      Small Business Disclosure Format (Check one): Yes [_] No [ X ]





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**AT&S
      HOLDINGS, INC.**





**TABLE
      OF CONTENTS**








**Item
                Number**
            
            **Page****ITEM
                1 - CONDENSED FINANCIAL STATEMENTS:**Condensed
                Consolidated Balance Sheets as of December 31,
                2005 (audited) and March 31, 2006 (unaudited)
            
            3Unaudited
                Condensed Consolidated Statements of Operations
                for the three months ended March 31, 2006 and 2005
            
            5Unaudited
                Condensed Consolidated Statements of
                Stockholders’ Equity as of March 31, 2006
            
            6Unaudited
                Condensed Consolidated Statements of Cash Flows
                for the nine months ended March 31, 2006 and 2005
            
            7Notes
                to Condensed Consolidated Financial
                Statements
            
            8**ITEM
                2 - MANAGEMENT'S DISCUSSION AND ANALYSIS Of FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS**
            
            9**ITEM
                3 - CONTROLS AND
                PROCEDURES**
            
            17**PART
                II - OTHER INFORMATION****ITEM
                1 - LEGAL PROCEEDINGS**
            
            18**ITEM
                2 - UNREGISTERED SALES OF SECURITIES AND USE OF
                PROCEEDS**
            
            18**ITEM
                3 - DEFAULTS UPON SENIOR
                SECURITIES**
            
            18**ITEM
                4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            
            18**ITEM
                5 - OTHER INFORMATION**
            
            18**ITEM
                6 - EXHIBITS AND REPORTS ON FORM
                8-K**
            
            18**SIGNATURES**
            
            19















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**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS:**




**AT&S
      HOLDINGS, INC.**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




**ASSETS:**


December
                31, 2005
            
            March
                31, 2006(Audited)
            
            (Unaudited)CURRENT
                ASSETSCash
            
            $
            244,908
            
            $
            85,933Accounts
                and notes receivableCustomers
            
            
            634,742
            
            
            422,394Other
            
            
            10,182
            
            
            4,972644,924
            
            
            427,366Allowance
                for doubtful accounts
            
            
            86,300
            
            
            86,300558,624
            
            
            341,066Inventory
            
            
            18,392
            
            
            50,322Prepaid
                Advertising
            
            
            32,422
            
            
            28,417Other
                Prepaid Expenses
            
            
            199,329
            
            
            275,325Total
                Current Assets
            
            
            1,053,675
            
            
            781,063PROPERTY
                AND EQUIPMENT - AT COSTRevenue
                equipment
            
            
            4,502,442
            
            
            4,594,390Delivery
                equipment
            
            
            278,377
            
            
            278,377Vehicles
            
            
            109,621
            
            
            109,621Information
                systems and equipment
            
            
            207,854
            
            
            207,854Office
                equipment
            
            
            20,222
            
            
            20,222Leasehold
                improvements
            
            
            66,011
            
            
            66,0115,184,527
            
            
            5,276,475Accumulated
                depreciation
            
            
            1,633,110
            
            
            1,694,4183,551,417
            
            
            3,582,057OTHER
                ASSETSDeposits
            
            
            10,110
            
            
            10,110Deferred
                loan fees
            
            
            50,000
            
            
            50,000Accumulated
                amortization
            
            
            35,996
            
            
            38,95514,004
            
            
            11,04524,114
            
            
            21,155Total
                Assets
            
            $
            4,629,206
            
            $
            4,384,275







The
      accompanying notes are an integral part of these
      statements.


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**LIABILITIES
      AND STOCKHOLDERS' EQUITY:**


December
                31, 2005
            
            March
                31, 2006CURRENT
                LIABILITIES
            
            (Audited)
            
            (Unaudited)Current
                maturities of long-term debt - related party
            
            $Current
                maturities of long-term debt - other
            
            
            325,166
            
            $
            387,370Line
                of credit
            
            
            516,704
            
            
            0Accounts
                payableTrade
            
            
            398,430
            
            
            277,290Sales
                tax payable
            
            
            7,783
            
            
            9,518406,213
            
            
            286,808Accrued
                liabilitiesSalaries
            
            
            49,978
            
            
            29,764Payroll
                taxes and other
            
            
            1,314
            
            
            2,277Interest
                payable
            
            
            2,476
            
            
            1,979Security
                deposits
            
            
            500
            
            
            500Property
                taxes
            
            
            -
            
            
            4,50054,268
            
            
            39,020Total
                Current Liabilities
            
            
            1,302,351
            
            
            713,198LONG-TERM
                DEBT, less current maturitiesRelated
                party
            
            
            309,264
            
            
            278,858Subordinated
                debentures - related party
            
            
            45,000
            
            
            45,000Other
            
            
            1,855,461
            
            
            2,093,677Subordinated
                debentures - other
            
            
            -
            
            
            41,0002,209,725
            
            
            2,458,535COMMITMENTSSTOCKHOLDERS'
                EQUITYCommon
                stock - authorized 30,000,000 shares of$.001
                par value; issued and outstanding1,084,167
                shares
            
            
            1,084
            
            
            1,084Additional
                paid-in capital
            
            
            1,081,690
            
            
            1,081,690Retained
                earnings
            
            
            34,356
            
            
            129,7681,117,130
            
            
            1,212,542Total
                Liabilities and Stockholders’ Equity
            
            $
            4,629,206
            
            $
            4,384,275

















The
      accompanying notes are an integral part of these statements.


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**AT&S
      HOLDINGS, INC****.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**





**THREE
                MONTHS ENDED**REVENUE:
            
            
            **March
                31, 2005**
            
            
            **March
                31, 2006**Equipment
                sales
            
            $
            160,300
            
            $
            156,011Equipment
                rental
            
            
            426,447
            
            
            865,404Drayage
            
            
            110,223
            
            
            95,579Maintenance
            
            
            5,797
            
            
            52,984Other
            
            
            8,994
            
            
            11,159Total
                revenue
            
            
            711,761
            
            
            1,181,137COST
                OF SALES:Equipment
            
            
            80,149
            
            
            90,879Equipment
                rental
            
            
            74,743
            
            
            310,864Depreciation
            
            
            76,374
            
            
            86,263Drayage
            
            
            83,834
            
            
            85,066Maintenance
            
            
            4,958
            
            
            8,153Total
                cost of sales
            
            
            320,058
            
            
            581,225Gross
                profit
            
            
            391,703
            
            
            599,912COSTS
                AND EXPENSES:Selling,
                general and administrative expenses
            
            
            346,882
            
            
            431,307Depreciation
                expense
            
            
            21,986
            
            
            13,616368,868
            
            
            444,923Operating
                profit
            
            
            22,835
            
            
            154,989OTHER
                INCOME (EXPENSE):Interest
                expense - related party
            
            
            (15,848
            )
            
            (11,921
            )Interest
                expense - other
            
            
            (43,359
            )
            
            (49,168
            )Gain
                (Loss) on sale of non-revenue equipment
            
            
            451
            
            
            0Other
                income
            
            
            1,017
            
            
            1,512(57,739
            )
            
            (59,577
            )Net
                Earnings (Loss)
            
            $
            (34,904)
            
            $
            95,412BASIC
                net earnings (loss) per share
            
            $
            (0.04)
            
            $
            0.09Weighted
                average shares outstanding
            
            
            984,167
            
            
            1,084,167DILUTED
                net earnings (loss) per share
            
            $
            (0.04)
            
            $
            0.09Weighted
                average shares outstanding
            
            
            984,167
            
            
            1,084,167





The
      accompanying notes are an integral part of these statements.




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**AT&S
      HOLDINGS, INC.**





**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**


**MARCH
      31, 2006.**











Common
            
            StockShares
            
            Amount
            
            Additional
              Paid
              In
                Capital
            
            Retained
              Earnings
            
            TotalBalance
                at January 1, 2006
            
            
            1,084,167
            
            $
            1,084
            
            $
            1,081,690
            
            $
            34,356
            
            $
            1,117,130Net
                earnings for the period (unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            $
            95,412
            
            $
            95,412Balance
                at March 31, 2006 (unaudited)
            
            
            1,084,167
            
            $
            1,084
            
            $
            1,081,690
            
            $
            129,768
            
            $
            1,212,542










The
      accompanying notes are an integral part of these statements.


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**AT&S
      HOLDINGS, INC.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**


**THREE
      MONTHS ENDED MARCH 31, 2005 AND 2006**


**THREE
                MONTHS ENDED****March
                31, 2005**
            
            **March
                31, 2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                earnings (loss)
            
            
            ($34,904
            )
            
            $95,412Adjustments
                to reconcile net earnings (loss) to cash provided (used) by operating
                activities:Gain
                on sale of equipment
            
            
            (55,713
            )
            
            (43,607)Depreciation
            
            
            98,360
            
            
            99,879Provision
                for losses on accounts receivable
            
            
            1,172
            
            
            4,254Change
                in operating assets and liabilities:Decrease
                in accounts and notes receivable
            
            
            141,253
            
            
            213,303(Increase)
                decrease in prepaid expenses
            
            
            3,287
            
            
            (103,921)Decrease
                in deferred loan fees (net)
            
            
            3,314
            
            
            2,959(Decrease)
                in accounts payable and
              accrued
                liabilities
            
            
            (140,305
            )
            
            (134,652)Net
                cash and cash equivalents provided by operating activities
            
            
            16,464
            
            
            133,627CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of equipment
            
            
            128,050
            
            
            105,161Purchase
                of property and equipment
            
            
            (107,450)
            
            
            (192,073)Net
                cash and cash equivalents provided (used) by investing
                activities
            
            
            20,600
            
            
            (86,912)CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from new financing
            
            
            66,792
            
            
            41,000Principal
                payments on long and short-term debt
            
            
            (133,440
            )
            
            (246,690)Net
                cash and cash equivalents (used) by financing activities
            
            
            (66,648)
            
            
            (205,690)(DECREASE)
                IN CASH
            
            
            (29,584)
            )
            
            (158,975)Cash
                - beginning of period
            
            
            55,690
            
            
            244,908Cash
                - end of period
            
            $
            26,106
            
            $
            85,933Interest
                paid during the period:Related
                party
            
            $
            15,934
            
            $
            12,584Other
            
            
            46,212
            
            $
            45,678Total
                interest
            
            $
            62,146
            
            $
            58,262











**The
      accompanying notes are an integral part of these
      statements.**




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**AT&S
      HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**FINANCIAL
      STATEMENT PRESENTATION**





We
      are
      providing herein the unaudited historical financial statements of AT&S
      HOLDINGS, INC. as of March 31, 2006, and for the three months ended March 31,
      2006 and 2005. The interim financial statements presented herein have been
      prepared pursuant to the rules and regulations of the Securities and Exchange
      Commission ("SEC"). Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States of America have been
      condensed or omitted pursuant to such rules and regulations. The interim
      financial statements should be read in conjunction with our annual financial
      statements, notes and accounting policies included in the Company's most recent
      annual report on Form 10-KSB as filed with the Securities and Exchange
      Commission.





The
      information furnished in this report reflects all adjustments (consisting of
      only normal recurring accruals), which are, in the opinion of management,
      necessary for a fair presentation of the results for the interim periods. The
      results of operations for the three month period ended March 31, 2006, are
      not
      necessarily indicative of results that may be expected for the fiscal year
      ending December 31, 2006.





The
      effects of inter-company transactions on current assets, current liabilities,
      revenue, and cost of sales for periods presented and on retained earnings at
      the
      beginning of the periods presented have been eliminated.





BANKING
      ARANGEMENTS





On
      March
      28, 2006, we changed the terms of our lines of credit and signed an additional
      term loan with our current bank. The interest rate on our reducing revolving
      line of credit was reduced to 6.70% per annum. Our operating line of credit
      was
      extended to March 30, 2007 and its interest rate was reduced to prime. The
      balance of the equipment purchase line of credit, $584,771 was transferred
      to a
      new term loan with terms described below. The equipment purchase line of
      credit’s maturity date was extended to March 30, 2007 and its interest rate was
      reduced to prime. The new term loan is a fixed
      interest rate loan in the amount of $584,771.00 dated March 28, 2006 with a
      maturity date of March 30, 2009. This loan requires 35 consecutive monthly
      payments of interest and principal of $8,904.71 each, beginning April 30, 2006
      with interest on the unpaid balances at an interest rate of 7.15%, and one
      principal and interest payment of $378,849.70 on March 30, 2009, with interest
      on the unpaid balances at an interest rate of 7.15%. This loan had a balance
      of
      $584,771.00 on March 31, 2006.





SUBORDINATED
      NOTES





We
      filed
      a Registration Statement on Form SB-2 with the Securities and Exchange
      Commission, whereby we registered subordinated notes at $1,000 par for up to
      $5,000,000 for sale to the public. The net proceeds of these notes
      (approximately $4,700,000 assuming all notes are sold and after offering
      expenses) are intended to fund the purchases of revenue equipment. The
      Commission declared the registration statement effective on May 13, 2005. The
      offering of notes is not underwritten and is being sold on a best-efforts basis.
      From May 13, 2005 to March 31, 2006, we sold six notes in the aggregate
      principal amount of $86,000. For the quarter ended March 31, 2006 we sold four
      notes in the aggregate principal amount of $41,000. Costs incurred with the
      preparation of the initial registration statement were approximately $100,000.
      Our expenses incurred in connection with the issuance and distribution of the
      notes from the date our registration statement became effective, May 13, 2005
      through March 31, 2006 were approximately $126,000.








**FORWARD-LOOKING
      STATEMENTS**





**THIS
      FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS INVOLVING RISKS AND
      UNCERTAINTIES. OUR ACTUAL RESULTS IN THE FUTURE COULD DIFFER SIGNIFICANTLY
      FROM
      THE RESULTS DISCUSSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. FACTORS
      THAT COULD CAUSE OR CONTRIBUTE TO SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED
      TO, THOSE DISCUSSED, IN THE SECTION CAPTIONED "MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AS WELL AS THOSE
      DISCUSSED ELSEWHERE IN THIS FILING.**





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**I****TEM
                2****-
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                OF
                OPERATIONS**





*In
      this item to the report, references to “AT&S,” the “Company,”“we,”“us,” and
“our” refer to AT&S Holdings, Inc., a Nevada corporation, and our subsidiary
      American Trailer & Storage, Inc., a Missouri corporation (“American
      Trailer”). The following discussion of our financial condition and results of
      operations should be read together with the financial statements and the
      accompanying notes included elsewhere in this quarterly report on Form 10-QSB.*





**Overview**





American
      Trailer was formed on May 15, 1994 under the laws of the State of Missouri
      under the name Financial Credit Corporation. Financial Credit Corporation
      conducted business under the fictitious names of Commercial Trailer and American
      Trailer & Storage. On December 9, 2003, the name was officially changed
      to American Trailer & Storage, Inc. American Trailer has been engaged solely
      in the business of renting and leasing storage containers and semi-trailers
      since inception and does not have any subsidiaries.





On
      December 31, 2003, we re-organized in a holding company structure. At that
      time AT&S became the parent of American Trailer. The Management’s Discussion
      and Analysis of Financial Condition and Results of Operations contained herein
      discusses the historical operations of American Trailer prior to December 31,
      2003 and includes the consolidated financial information for American Trailer
      and AT&S thereafter.





We
      are a
      provider of portable storage and transportation solutions through our rental
      fleet of over 1,800 portable storage and transportation units through our
      subsidiary American Trailer. We currently have two branches and operate in
      Missouri, Kansas, Illinois, Nebraska and Iowa. We primarily concentrate on
      the
      Kansas City and St. Louis metropolitan regions and have phased out of
      actively competing in other markets to focus on these core regions.





Our
      rental equipment provides secure, accessible temporary storage and
      transportation for a diversified client base of over 600 customers in 76
      different industries. Our customers use our products for a wide variety of
      storage and transportation applications, including the storage of retail and
      manufacturing inventory, protection of construction materials and equipment,
      handling peaks in shipping cycles and transporting material to and from
      customers’ or their construction job sites. Our largest customer, Satellite
      Specialized Transportation (“SST”), constituted 29% of our revenues in 2005 and
      6% of our revenues in 2004. SST rents our equipment on a unit-by-unit,
      short-term basis. SST uses our equipment to haul cargo and freight long
      distances. In particular, SST has rented our equipment for transportation and
      storage of disaster relief supplies to victims of hurricanes and other
      disasters. In general, SST rents equipment for $500 per unit per month. We
      anticipate that SST will be our second largest customer after Wal-Mart for
      2006
      due to the continued large number of units rented to support the recent
      hurricane relief efforts.





Our
      second largest customer, Wal-Mart, accounted for 10% of our revenue in 2005,
      22%
      in 2004 and 27% in 2003. Wal-Mart rents our storage equipment on a
      store-by-store, unit-by-unit, short-term basis. Rental and trucking (delivery
      and pick-up of storage equipment) rates vary by store location. No single store
      accounts for more than 5% of our revenues. In general, a Wal-Mart store rents
      equipment on a four-week minimum term for $90-$135 per four weeks, depending
      on
      the type of unit and the quantity of containers rented by the particular store.
      The store also pays delivery and pick-up charges between $75-$400 each way,
      depending on the distance of the store from our location. We believe that
      year-to-year reduction in revenues from Wal-Mart may be indicative of a trend
      resulting from improvements by Wal-Mart in its inventory
      management.





Aside
      from Wal-Mart, our other largest customers tend to vary significantly from
      year
      to year. Our third largest customer in 2005, Mobile Storage Group (“MSG”)
      accounted for 5% of our revenues that year and 9% of our revenues in 2004.
      MSG
      rents equipment from American Trailer and then re-rents the equipment to other
      companies, primarily in the retail industry. MSG rents our equipment on a
      unit-by-unit; short-term basis; rental and trucking rates vary by location
      of
      rental. No single MSG rental location constitutes more than 1% of our revenue.
      In general, MSG rents equipment on a four-week minimum term, to service their
      customers, for $90-$135 per four weeks, depending on the type of unit and the
      quantity of units rented at each location. MSG also pays delivery and pick-up
      charges between $75 and $400 each way, depending on the distance of the customer
      from one of our locations. Rental and trucking rates are quoted and confirmed
      at
      issuance of purchase order by MSG. Because MSG competes with our business,
      we do
      not necessarily expect them to remain a major customer every year. Our business
      with MSG is dependent on MSG being unable to meet its customers’ demand for
      storage units from within its own inventory and, thus, leasing from us to fill
      the shortfall.





We
      primarily obtain our portable storage units by purchasing new and used
      ocean-going containers and purchasing new and used trailers from the trucking
      industry. We offer a wide range of products in varying lengths and widths with
      an assortment of differentiated features such as security systems, multiple
      doors, electrical wiring and shelving. In addition to our rental operations,
      we
      sell new and used portable storage units and provide ancillary services.
      Although our primary business is rental of storage units and trailers, we sell
      units from time to time when the customer demand for purchase exists and we
      are
      able to sell at prices that exceed our cost of replacing the unit, or when
      we
      have excess inventory.





Our
      primary revenue source is the rental and sale of portable storage and
      transportation units with our focus being on the rental rather than sale of
      such
      equipment.





As
      noted
      above, our discussion and analysis in this report, and other reports that we
      file with the Securities and Exchange Commission, in our press releases and
      in
      public statements of our officers and corporate spokes-persons contain
      forward-looking statements. In this report, we have used words such as
“anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and other similar
      expressions, which identify forward-looking statements. Forward-looking
      statements may turn out to be wrong. They can be affected by inaccurate
      assumptions or by known or unknown risks and uncertainties. We undertake no
      obligation to update any forward-looking statement. We provide the following
      discussion of risks and uncertainties relevant to our business. These are
      factors that we think could cause our actual results to differ materially from
      expected or historical results. We could also be adversely affected by other
      factors besides those listed here.





**Three
      months ended March 31, 2006 versus March 31, 2005**





Our
      revenues totaled $1,181,137 for the three months ended March 31, 2006. The
      increase of $469,376 versus the same period in 2005 represents a 65.9% increase.
      Approximately 86.8%, of total revenues were derived from equipment rental and
      related service revenues (delivery, pick-up, maintenance revenues, etc.).
      Approximately 13.2%, or $156,011, of total revenues was derived from the sale
      of
      equipment, compared to $160,300, or 22.5% of total revenues during the same
      period in 2005. Revenues from equipment sales decreased during the period
      due to a general decrease in demand for equipment purchases from
      companies in varied industries.





We
      generated rental revenues of $865,404 during the three month period ending
      March
      31, 2006 versus $426,447 during the same period in 2005. The increase in rental
      revenue of $438,957, or 102.9%, was a result of an increase in demand for our
      equipment, particularly from the trucking and construction industries,
      offsetting decreases in demand from the retail and wholesale distribution
      industries. Drayage (trucking) revenue decreased $14,644, or 13.3%, to $95,579
      during the three-month period versus the previous year. This decrease is due
      to
      a decrease increase in the numbers of rentals requiring pick-up as more units
      stayed on rent compared to the previous period and a slight decrease in pricing
      of delivery and pick-up services. We anticipate that drayage rates will hold
      steady. Maintenance revenues increased $47,187 or 24.1% during the period due
      to
      the general increase in rental activity.





Other
      revenues, which consist primarily late fees, damage-waiver fees and property
      tax
      fees increased $2,165, or 24.1% due primarily to a general increase in rental
      activity, which increases ancillary revenues such as damage waiver and property
      tax fees.





Cost
      of
      sales for the three months ended March 31, 2006 totaled $581,225, an increase
      of
      81.6%, as compared to the same period in 2005. Cost of sales represented 49.2%
      of total revenues for the period versus 44.9% during the same period 2005.
      The
      cost of equipment sold increased $10,730 or 13.39% due to the increase our
      cost
      to purchase equipment. Gross margins on equipment sales, as a result, decreased
      from 50.0% to 41.7% as we were not able to marginally increase our prices
      commensurate with our costs. We expect that availability of used trailers and
      containers will remain limited as the shipping industries continue to experience
      high demand. Equipment rental expense, which includes rent paid to third parties
      for equipment re-rented to our customers, and licensing and titling fees,
      increased by $236,121, or 315.9%, for the period. The increase was primarily
      due
      to the increase in number of over-the-road semi-trailers and over-the-road
      refrigerated semi-trailers rented from third parties and then rented to
      customers in the trucking industry versus the same period in 2005. We
      significantly increased the amount of trailers rented to one customer in
      particular, who is engaged in hauling cargo and disaster relief supplies to
      areas affected by the recent hurricanes. We expect the equipment rental expense
      to decline over the next six months as the need for trailers used in relief
      efforts of the 2005 hurricane season units diminishes. We will, however,
      continue to re-rent over-the-road equipment for customers when profitable
      opportunities present themselves. Maintenance expenses increased $3,195 or
      64.4%
      during the period to $8,153. This increase is primarily the result of an
      increase in the number of owned and re-rented over-the-road semi-trailers in
      the
      fleet versus the same period in 2005 and turnover in rentals of semi-trailers,
      requiring additional maintenance to ensure rental worthiness for the new
      customers.





Depreciation
      expense increased $9,889, or 12.9%, due to an increase of owned units in the
      rental fleet. Depreciation expense will further increase as a result of
      purchasing more equipment as the fleet continues to grow. Drayage expenses
      increased $1,232, or 1.5% during the period due to an increase in fuel, but
      offset by a reduction in drayage expenses paid to third parties because of
      our
      increase in the number of owned delivery semi-tractors compared to 2005. Drayage
      expenses will likely increase during the upcoming 12 months due to rising fuel
      expenses. Our three semi-tractors do not typically require significant repair
      expenses.





Gross
      profits increased by $208,209, or 53.5%, during the three months ended March
      31,
      2006 versus 2005, representing 50.8% of total revenues and totaling $599,912.
      The increase in gross profits is mainly due to the increase in equipment rental
      revenue. As the availability of new and used shipping containers decreases,
      we
      should to be able to continue to command higher prices for our equipment,
      however, this will also cause us to pay higher prices for our equipment
      sold and additions to our rental fleet. We anticipate that our gross profit
      margin will be approximately 50% for the 12 months of 2006, as the third and
      fourth quarters typically has higher utilization and profitability.





Operating
      expenses increased $76,055, or 20.6%, during the three month period ended March
      31, 2006 versus the same period in 2005. Operating expenses represented 37.7%
      of
      total revenues versus 51.8% for the same period in 2005. The increase is
      primarily due to increases in salaries, employee benefits including health
      insurance, and advertising. Depreciation expense (on non-revenue equipment)
      decreased by $8,370, or 38.1% due to a decrease in company automobiles. We
      expect operating expenses to be under 40% of total revenues for 2006, as the
      third and fourth quarters have historically seen increases in demand for rental
      equipment, without marginally increasing operating expenses.





Interest
      expense increased $1,882 or 3.2%, during the three months ended March 31, 2006
      versus the same period in 2005 to $61,089. Interest expense constituted 5.17%
      of
      total revenues versus 8.32% during the same period in 2005. This increase is
      primarily due to an increase in the amount of our bank debt for purchases of
      new
      equipment and to an increase in subordinated debt. We expect interest expenses
      to increase as we expand our fleet through increases in borrowing and as
      interest rates continue to increase over the previous year.





We
      had a
      net income of $95,412 for the three-month period ended March 31, 2006 versus
      a
      net loss of $34,904 for the same period in 2005. This net income represents
      8.1%
      of total revenues for the period versus a net loss of 4.9% of total revenues
      during the same period in 2005. The increase in net income is primarily
      attributable to the increase in rental revenues without marginal increases
      in
      expenses as described above. We anticipate a positive net income for 2006 as
      gross profits historically increase each quarter and operating expenses should
      not marginally increase.





**Liquidity
      and Capital Resources**





Growing
      our rental fleet is very capital intensive. The amount of capital needed is
      dependent on the number of units we plan to purchase in a given period to
      continue growth and on building the infrastructure to support such growth.
      Over
      the year, our fleet size has been steadily increasing in size as we focused
      on
      purchasing newer equipment and selling, older, non-utilized units. Purchases
      of
      new equipment and additional staff have primarily been funded through the
      issuance of subordinated debt to our principal owner and equipment financing
      on
      a collateralized basis.





A
      note
      payable to the majority shareholder had a balance of $309,264 at December 31,
      2005 and $419,827 at December 31, 2004, and is subordinate to our bank loans.
      This note was originally due January 1, 2004 and then extended to January 1,
      2005. On July 15, 2004, other loans to shareholder (which originally had due
      dates of August 15, 2004 and September 20, 2004) were combined with this loan,
      and the due date of the new loan, which required monthly payments of principal
      and interest, was February 15, 2008. This loan agreement was amended on March
      15, 2005. The amended agreement required monthly payments of interest only
      and
      the principal amount was due April 15, 2006. That agreement was further amended
      on September 30, 2005 by changing the maturity date to April 15, 2007. Our
      majority shareholder also purchased 2005 series subordinated notes in 2005
      totaling $45,000. Due to bank financing covenants, the principal owner cannot
      be
      repaid the balance of the subordinated notes if the total debt to net worth
      ratio exceeds the bank’s maximum limit after any such repayment.





**Three
      months ended March 31, 2006 versus March 31, 2005**





*Operating
      Activities:* Cash
      provided by operating activities for the three month period ended March 31,
      2006
      was approximately $133,627 compared to $16,464 during the same period in 2005.
      The increase is primarily due to an increase in net earnings and a decrease
      in
      accounts and notes receivable. We expect that cash flows from operating
      activities will increase during the remainder of 2006.





*Investing
      Activities:* Net
      cash
      used by investing activities during the period was approximately $86,912. This
      was the net result of proceeds received from the sale of rental equipment versus
      the purchase, $105,161 versus $192,073 respectively. This compares to
      approximately $20,600 net cash provided by investing during the same period
      in
      2005 as a net result of proceeds received from the sale of equipment versus
      the
      purchase, $128,050 versus $107,450 respectively. We plan to continue selling
      non-utilized or under-utilized equipment and purchase more equipment to meet
      the
      demands of our customers. We anticipate that the purchase of new equipment
      will
      continue to outpace sales by approximately $200,000 during the remainder of
      2006.





*Financing
      Activities:* Net
      cash
      provided by financing activities was $205,690 during the period versus $66,648
      provided during the same period in 2005. $41,000 was provided from proceeds
      of
      new financing used to supplement the purchase of equipment from cash generated
      from operations. $133,440 was used to pay down principal of long-term senior
      and
      subordinated debt. We anticipate financing activities will provide cash during
      the remainder of 2006 (primarily from utilizing existing bank financing lines
      of
      credit and issuance of subordinated notes) for the purposes of supplementing
      equipment purchases.





**Banking
      Arrangements**





We
      have
      entered into a financing agreement with Bank of the West (formerly Commercial
      Federal Bank), Lee’s Summit, Missouri that refinanced substantially all of our
      senior debt and reduced our subordinated debt to our principal owner. The
      financing agreement provided us with four separate facilities, as
      follows:





·
            A
                term-loan aggregating $2,000,000 bearing a fixed interest rate of
                6.19%,
                payable in monthly installments of $29,117 through April 2007. On
                January
                5, 2004 this loan was converted to a line-of-credit bearing a fixed,
                annual interest rate of 6.19% payable monthly. Beginning on
                February 1, 2004, the available borrowing amount was reduced by
                $21,078 each month. On April 23, 2004 the outstanding balance of the
                equipment purchase line-of-credit, described below, was rolled into
                this
                line-of-credit and the monthly reduction in availability was modified.
                The
                balance on this line of credit was $2,130,010 as December 31, 2004.
                On March 30, 2005 (date of refinancing) the advances of $444,247 and
                additional borrowings in fiscal 2005 were also transferred to the
                reducing
                revolving line of credit. The original maturity date of the revolving
                line
                of credit was April 15, 2007 and was changed to March 30, 2008.
                The monthly payment was increased to $26,690 plus interest of 7.85%.
                On
                September 27, 2005 the interest rate was decreased to 7.00%, and
                again
                decreased on March 28, 2006 to 6.70%. As of March 31, 2006, the balance
                on
                this line of credit was $1,896,275.71. As of March 31, 2006, $371,620
                can
                be drawn on this reducing revolving line of credit.


·
            An
                equipment purchase line-of-credit with a maximum borrowing amount
                of
                $500,000, which bears variable interest at prime plus .75% with an
                expiration date of April 15, 2004. On April 23, 2004, the
                balance ($490,505) of this line-of-credit was transferred to the
                reducing
                line-of-credit described above. On November 29, 2004 this line of
                credit was renewed through April 15,2005
                with a maximum of $650,000 availability. On March 30, 2005 the
                outstanding balance ($511,039.00) on this line of credit was transferred
                to the reducing line of credit as described above and was renewed
                with a
                maturity date of March 30, 2006. On September 27, 2005, the
                interest rate was changed to prime plus .25% effective September
                1, 2005
                and the maximum availability was increased to $750,000. On March
                28, 2006,
                the balance on this line of credit ($584,771.00) was transferred
                to a new
                term loan as described below. Also on March 28, 2006, the maturity
                date of
                this line of credit was extended to March 30, 2007 and the interest
                rate
                was changed to prime. There were no advances on this line of credit
                at
                March 31, 2006. As of March 31, 2006, $750,000 can be drawn on this
                line of credit. The interest rate on this line of credit was 7.50%
                as of
                March 31, 2006.


·
            A
                fixed interest rate term loan in the amount of $584,771.00 dated
                March 28,
                2006 with a maturity date of March 30, 2009. The loan was the result
                of
                transferring the balance of the equipment purchase line-of-credit
                on March
                28, 2006 as described above. This loan requires 35 consecutive monthly
                payments of interest and principal of $8,904.71 each, beginning April
                30,
                2006 with interest on the unpaid balances at an interest rate of
                7.15%,
                and one principal and interest payment of $378,849.70 on March 30,
                2009,
                with interest on the unpaid balances at an interest rate of 7.15%.
                This
                loan had a balance of $584,771.00 on March 31,
                2006.


·
            A
                working capital line-of-credit with a maximum borrowing amount of
                $250,000, which bears variable interest at prime plus .75% with an
                expiration date of April 15, 2004. On April 23, 2004, this
                line-of-credit was renewed. This line-of-credit was again renewed
                on
                March 28, 2006 and has a maturity date of March 30, 2007. The
                interest rate on this line of credit was reduced to prime on March
                28,
                2006. This facility is subject to a borrowing base computation based
                on
                account receivable and inventory balances. On September 27, 2005, the
                interest rate was changed to prime plus .25% effective September
                1, 2005.
                The interest rate on this line of credit was 7.50% as of March 31,
                2006.
                This line of credit had a zero balance at March 31,
                2006.





In
      addition, on March 30, 2005 we entered into an offering line of credit with
      the
      same bank in the amount of $150,000 to be used to purchase automobiles. The
      interest rate will be the bank’s auto rate at the closing date with principal
      and interest payable monthly.





The
      reducing revolving line of credit, the two lines of credit, the term loan and
      the offering line of credit are subject to the provisions of a Security
      Agreement dated September 18, 2003. Covenants of this agreement provide for
      the
      personal guarantees of our majority shareholder and his wife as well as
      subordination of our debt obligations to the majority shareholder.





The
      agreement also requires us to meet certain financial covenants.





**FINANCIAL
      COVENANTS**





Compliance
      with our financial covenants under our financing agreement is determined as
      of
      December 31 of each year. We were in compliance with all restrictive covenants
      as of December 31, 2005 and we anticipate remaining in compliance as of
      December 31, 2006. Per the terms of our business loan agreements, we must
      comply with the following three financial covenants and ratios:




1.
            Debt
                Service Coverage Ratio. Maintain a ratio of Debt Service Coverage
                in
                excess of 1.250 to 1.000. The term “Debt Service Coverage Ratio” means our
                Net Operating Income (Net Income + Depreciation + Amortization +
                Interest
                Expense) divided by our required principal payments (or Prior year
                CMLTD)
                + Interest Expense. This coverage ratio will be evaluated as of
                year-end.




The
      formula is EBITDA/CMLTD + interest expense. EBITDA (Earnings before interest,
      taxes, depreciation, and amortization) will be calculated as operating income
      (before interest and taxes) plus any depreciation or amortization expenses.
      CMLTD (current maturities of long term debt plus interest expense) will be
      computed as: the current maturities (principle payments due within the following
      12 months) of all term debt plus all interest expenses from the previous 12
      months associated with all debt (term, lines of credit, subordinated, etc.)
      plus
      any lease payments due within the following 12 months.




The
      current principle balances of any other lines of credit or subordinated debt
      will not be included in CMLTD. This is tested annually from audited financial
      statements.




2.
            Debt
                / Worth ratio. Maintain a ratio of Debt / Worth not in excess of
                4.0 to
                1.0. The ratio “Debt / Worth” means our Total Liabilities (less any
                subordinated debt) divided by our Tangible Net Worth (plus any
                subordinated debt). This leverage ratio will be evaluated as of
                year-end.




3.
            Maintain
                a positive current ratio. Current ratio to be calculated based on
                current
                assets divided by current liabilities less current maturities of
                subordinated debt less any outstanding balance on the equipment purchase
                Line of Credit.




If
      we
      fail to meet the required covenants or ratios, we would be in default under
      our
      business loan agreement and at the lender’s option, all indebtedness under the
      agreement would immediately become due and payable.





Our
      trailing twelve month debt service coverage ratio for the period ended March
      30,
      2006 is 1.72 : 1. We project this ratio to be greater than 1.33 for
      year-end.





As
      of
      March 30, 2006, our working capital ratio was 2.72.





As
      of
      March 30, 2006, our debt-to-equity ratio was 1.78.





We
      are in
      compliance with all restrictive covenants as of the most recent date required
      to
      be tested; the audited financial statements as of and for the year ended
      December 31, 2005.





All
      three
      financial covenants are tested annually using our audited year-end financial
      statements.





The
      reducing line-of-credit is collateralized by a blanket lien on our assets as
      well as the personal guarantee by the principal owner, Richard G. Honan, and
      his
      wife, Kathleen M. Honan.





We
      believe our credit facilities provide us with both short and long-term
      liquidity, the flexibility to acquire revenue equipment on an as needed basis,
      and lower our overall capital costs.





We
      expect
      to acquire at least $500,000 of additional revenue equipment during the upcoming
      12 months. As of April 27, 2006 we have agreements to purchase $205,000 of
      equipment in the third and fourth quarter of 2005.





We
      believe that our working capital, together with our cash flows from operations,
      borrowings under our working capital and equipment purchase lines-of-credit
      and
      other available funding sources will be sufficient to fund our operations and
      planned growth for at least 12 months.





**Seasonality**





Demand
      for our equipment is somewhat seasonal. This is due mainly to the seasonal
      demands of the retail industry. Retailers demand more equipment in the third
      and
      fourth quarters of each year to handle peak inventory demands of the holiday
      shopping season. Most of the equipment rented by the retailers is returned
      early
      in January of each year, resulting in decreased cash flow from operations for
      the company during the first half of every year. We expect this trend to
      continue.





**Off-Balance
      Sheet Arrangements**





The
      company does not engage, nor plans to engage, in any off-balance sheet financing
      arrangements.





**Critical
      Accounting Policies and Estimates**





Our
      significant accounting policies are disclosed in Note B to our audited financial
      statements included in the Company’s last annual report on Form 10-KSB as filed
      with the SEC. The following discussion addresses our most critical accounting
      policies, some of which require significant judgment.





The
      preparation of the financial statements in conformity with generally accepted
      accounting principles requires our management to make estimates and assumptions
      that affect the amounts reported in the financial statements and the notes
      to
      those statements. These estimates and assumptions are based upon our evaluation
      of historical results and anticipated future events. Actual results could differ
      from those estimates. For purposes of this section, critical accounting policies
      are those that are, in our management’s view, most important to our financial
      condition and results of operations and that require significant judgments
      and
      estimates. Our management believes our most critical accounting policies relate
      to the following:





We
      recognize revenue from the sale of equipment upon delivery. Lease and lease
      ancillary revenues and related expenses generated under portable storage units
      and trailers are recognized monthly which approximates a straight-line basis.
      The company recognizes revenue from delivery, pick-up and other rental-related
      activities when the service is provided.





We
      depreciate our rental equipment on a 10 or 15-year term with 20% residual
      values. Trailers are depreciated over a 10-year period and containers are
      depreciated over a 15-year period using the straight-line method. Our management
      periodically evaluates our depreciation policy against several factors including
      appraisals from independent parties, profit margins from the sale of depreciated
      assets, and larger competitor’s depreciation policies.





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**ITEM
      3.****CONTROLS AND PROCEDURES**





**EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES**





As
      of the
      end of the period covered by this report, the Company carried out an evaluation
      of the effectiveness of the design and operation of its disclosure controls
      and
      procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under
      the supervision and with the participation of the Company's Principal Executive
      Officer and Principal Financial Officer. Based upon that evaluation, the
      Principal Executive Officer and Principal Financial Officer concluded that
      the
      Company's accounting controls and procedures are effective in gathering,
      analyzing and disclosing information needed to satisfy the Company's disclosure
      obligations under the Exchange Act.





**CHANGES
      IN INTERNAL CONTROLS**





There
      were no significant changes in the Company's internal controls or in other
      factors that could significantly affect those controls since the most recent
      evaluation of such controls.


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**PART
      II - OTHER INFORMATION**





**ITEM
      1 - LEGAL PROCEEDINGS**





None





**ITEM
      2 -** CHANGES
      IN SECURITIES AND USE OF PROCEEDS





The
      Company has filed a Registration Statement on Form SB-2 with the Securities
      and
      Exchange Commission, whereby the Company registered subordinated notes at $1,000
      par for up to $5,000,000 for sale to the public. The net proceeds of these
      notes
      (approximately $4,700,000 assuming all notes are sold and after offering
      expenses) are intended to fund the purchases of revenue equipment. The
      Commission declared the registration statement effective on May 13, 2005. The
      offering of notes is not underwritten and is being sold on a best-efforts basis.
      From May 13, 2005 to March 31, 2006, we sold six notes in the aggregate
      principal amount of $86,000. For the quarter ended March 31, 2006 we sold four
      notes in the aggregate principal amount of $41,000. Costs incurred with the
      preparation of the initial registration statement were approximately $100,000.
      Our expenses incurred in connection with the issuance and distribution of the
      notes from the date our registration statement became effective, May 13, 2005
      through March 31, 2006 were approximately $126,000.





**ITEM
      3** **-
      DEFAULTS UPON SENIOR SECURITIES**


None





**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**


None





**ITEM
      5 - OTHER INFORMATION**


None





**ITEM
      6 - EXHIBITS AND REPORTS ON FORM 8-K**





**(a)**
            **Index
                to Exhibits**





EXHIBIT
                NUMBER
            DESCRIPTION10.18
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $750,000 dated March
                30,
                2005 of AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                and related documents.10.19
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $2,534,795.71 dated
                March
                30, 2005 of AT&S Holdings, Inc. and American Trailer & Storage,
                Inc. and related documents.10.20
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $250,000 dated March
                30,
                2005 of AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                and related documents.10.21
            Business
                Loan Agreement between AT&S Holdings, Inc. and American Trailer &
                Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to the
                promissory note in the principal amount of $584,771 dated March 38,
                2006
                of AT&S Holdings, Inc. and American Trailer & Storage, Inc. and
                related documents.10.22
            Promissory
                Note from AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                to Bank of the West dated March 28, 2006 in the principal amount
                of
                $584,771 dated March 38, 2006.31.1
            Certification
                  of Chief Executive Officer Pursuant Rule 13a-14(a) or
                  Rule 15d-14(a)31.2
            Certification
                of Principal Financial and Accounting Officer Pursuant to
                Rule 13a-14(a) or Rule 15d-14(a).32.1
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.32.2
            Certification
                of Principal Financial and Accounting Officer pursuant to Section
                906 of
                the Sarbanes-Oxley Act.


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


*
      Previously filed with the Commission.





**(b)
      Reports on Form 8-K**





None





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**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


AT&S
                HOLDINGS, INC.May
                15, 2006
            
            //s//
                Richard G. HonanRichard
                G. Honan, Chief Executive Officer and Chairman of the Board of
                Directors
              (PRINCIPAL
                EXECUTIVE OFFICER)May
                15, 2006
            
            //s//
                Richard G. Honan, IIRichard
                G. Honan II, Chief Financial Officer, Director and President
              (PRINCIPAL
                ACCOUNTING OFFICER)