**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 September 30, 2005[
                ]
            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
      [_]





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





11/01/2005  Common
      stock - $ .001 par
      value   984,167





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












**AT&S
      HOLDINGS, INC.**





**TABLE
      OF CONTENTS**


**Item
                  Number**
              
              **Page****ITEM
                  1 - CONDENSED FINANCIAL STATEMENTS:**Condensed
                  Consolidated Balance Sheets as of December 31, 2004
                  and September 30, 2005 (unaudited)
              
              3Unaudited
                  Condensed Consolidated Statements of
                  Operations for the three and nine months ended September 30, 2005 and
                  2004
              
              5Unaudited
                  Condensed Consolidated Statements of Stockholders’
                  Equity as of September 30, 2005
              
              6Unaudited
                  Condensed Consolidated Statements of Cash Flows for
                  the nine months ended September 30, 2004 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**
              
              19**PART
                  II - OTHER INFORMATION****ITEM
                  1 - LEGAL PROCEEDINGS**
              
              20**ITEM
                  2 - UNREGISTERED SALES OF SECURITIES AND USE OF
                  PROCEEDS**
              
              20**ITEM
                  3 - DEFAULTS UPON SENIOR
                  SECURITIES**
              
              20**ITEM
                  4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
              
              20**ITEM
                  5 - OTHER INFORMATION**
              
              20**ITEM
                  6 - EXHIBITS AND REPORTS ON FORM
                  8-K**
              
              20**SIGNATURES**
              
              21





2
 Table
          of Contents




**PART
      I - FINANCIAL INFORMATION**


**ITEM
      1 - FINANCIAL STATEMENTS:**





**AT&S
      HOLDINGS, INC.**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**ASSETS:**


December
                31, 2004
            
            September
                30, 2005(Audited)
            
            (Unaudited)CURRENT
                ASSETSCash
            
            $
            55,690
            
            $
            25,629Accounts
                and notes receivableCustomers
            
            
            524,530
            
            
            581,980Other
            
            
            7,987
            
            
            4,332532,517
            
            
            586,312Allowance
                for doubtful accounts
            
            
            63,600
            
            
            73,600468,917
            
            
            512,712Inventory
            
            
            9,255
            
            
            16,707Prepaid
                expenses
            
            
            152,434
            
            
            146,312Total
                Current Assets
            
            
            686,296
            
            
            701,360PROPERTY
                AND EQUIPMENT - AT COSTRevenue
                equipment
            
            
            4,011,756
            
            
            4,300,896Delivery
                equipment
            
            
            212,376
            
            
            271,003Vehicles
            
            
            264,479
            
            
            199,666Information
                systems and equipment
            
            
            198,406
            
            
            203,388Office
                equipment
            
            
            19,238
            
            
            21,638Leasehold
                improvements
            
            
            66,011
            
            
            66,0114,772,266
            
            
            5,062,602Accumulated
                depreciation
            
            
            1,397,584
            
            
            1,590,8893,374,682
            
            
            3,471,713OTHER
                ASSETSDeposits
            
            
            10,110
            
            
            10,110Deferred
                loan fees
            
            
            50,000
            
            
            50,000Accumulated
                amortization
            
            
            23,252
            
            
            32,94226,748
            
            
            17,05836,858
            
            
            27,168Total
                Assets
            
            $
            4,097,836
            
            $
            4,200,241







3
 Table
          of Contents





**LIABILITIES
      AND STOCKHOLDERS' EQUITY:**


December
                31, 2004
            
            September
                30, 2005CURRENT
                LIABILITIES
            
            (Audited)
            
            (Unaudited)Current
                maturities of long-term debt - related party
            
            $
            26,066Current
                maturities of long-term debt - other
            
            
            296,207
            
            $
            324,984Line
                of credit
            
            
            -
            
            
            456,006Accounts
                payableTrade
            
            
            275,977
            
            
            272,376Sales
                tax payable
            
            
            28,220
            
            
            6,805304,197
            
            
            279,181Accrued
                liabilitiesSalaries
            
            
            10,451
            
            
            19,242Payroll
                taxes and other
            
            
            1,013
            
            
            1,472Interest
                payable
            
            
            10,072
            
            
            2,654Security
                deposits
            
            
            500
            
            
            500Property
                taxes
            
            
            -
            
            
            6,750Defined
                contribution plan payable
            
            
            5,801
            
            
            -27,837
            
            
            30,618Total
                Current Liabilities
            
            
            654,307
            
            
            1,090,789LONG-TERM
                DEBT, less current maturitiesRelated
                party
            
            
            393,761
            
            
            338,521Other
            
            
            2,297,013
            
            
            2,091,7262,690,774
            
            
            2,430,247COMMITMENTS
            
            
            -
            
            
            -STOCKHOLDERS'
                EQUITYCommon
                stock - authorized 30,000,000 shares of$.001
                par value; issued and outstanding984,167
                shares
            
            
            984
            
            
            984Additional
                paid-in capital
            
            
            1,031,790
            
            
            1,031,790Accumulated
                deficit
            
            
            (280,019
            )
            
            (353,569
            )752,755
            
            
            679,205Total
                Liabilities and Stockholders’ Equity
            
            $
            4,097,836
            
            $
            4,200,241










4
 Table
          of Contents












**AT&S
      HOLDINGS, INC.**





**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**


**THREE
                    MONTHS ENDED**
                **NINE
                    MONTHS ENDED****September
                    30, 2004**
                
                
                **September
                    30, 2005**
                
                
                **September
                    30, 2004**
                
                
                **September
                    30, 2005**REVENUE:Equipment
                    sales
                
                $
                139,892
                
                $
                127,278
                
                $
                343,515
                
                $
                464,676Equipment
                    rental
                
                
                538,017
                
                
                694,806
                
                
                1,524,194
                
                
                1,608,193Drayage
                
                
                95,088
                
                
                108,578
                
                
                275,384
                
                
                298,974Maintenance
                
                
                9,716
                
                
                11,390
                
                
                28,502
                
                
                26,231Other
                
                
                12,390
                
                
                9,824
                
                
                36,948
                
                
                26,946Total
                    revenue
                
                
                795,103
                
                
                951,876
                
                
                2,208,543
                
                
                2,425,020COST
                    OF SALES:Equipment
                
                
                102,250
                
                
                71,288
                
                
                245,752
                
                
                271,909Equipment
                    rental
                
                
                79,838
                
                
                205,245
                
                
                264,383
                
                
                299,913Depreciation
                
                
                72,102
                
                
                81,221
                
                
                218,021
                
                
                239,151Drayage
                
                
                75,302
                
                
                78,447
                
                
                236,729
                
                
                226,595Maintenance
                
                
                39,892
                
                
                92,430
                
                
                137,382
                
                
                195,600Total
                    cost of sales
                
                
                369,384
                
                
                528,631
                
                
                1,102,267
                
                
                1,233,168Gross
                    profit
                
                
                425,719
                
                
                423,245
                
                
                1,106,276
                
                
                1,191,852COSTS
                    AND EXPENSES:Selling,
                    general and administrative expenses
                
                
                292,338
                
                
                344,091
                
                
                900,727
                
                
                1,041,779Depreciation
                    expense
                
                
                25,588
                
                
                21,762
                
                
                71,329
                
                
                65,474317,926
                
                
                365,853
                
                
                972,056
                
                
                1,107,253Operating
                    profit (loss)
                
                
                107,793
                
                
                57,392
                
                
                134,220
                
                
                84,599OTHER
                    INCOME (EXPENSE):Interest
                    expense - income
                
                
                4
                
                
                
                
                
                11
                
                
                125Interest
                    expense - related party
                
                
                (18,004
                )
                
                (13,666
                )
                
                (61,781
                )
                
                (44,169
                )Interest
                    expense - other
                
                
                (42,076
                )
                
                (58,606
                )
                
                (119,648
                )
                
                (159,063
                )Gain
                    (Loss) on sale of non-revenue equipment
                
                
                4,946
                
                
                3,692
                
                
                245
                
                
                4,143Other
                    income (expense)
                
                
                4,768
                
                
                37,593
                
                
                12,702
                
                
                40,815(50,362
                )
                
                (30,987
                )
                
                (168,471
                )
                
                (158,149
                )Net
                    Earnings (Loss)
                
                $
                57,431
                
                $
                26,405
                
                
                ($34,251
                )
                
                ($73,550
                )BASIC
                    net earnings (loss) per share
                
                $
                0.06
                
                $
                0.03
                
                
                ($0.03
                )
                
                ($0.07
                )Weighted
                    average shares outstanding
                
                
                984,167
                
                
                984,167
                
                
                984,167
                
                
                984,167DILUTED
                    net earnings (loss) per share
                
                $
                0.06
                
                $
                0.03
                
                
                ($0.03
                )
                
                ($0.07
                )Weighted
                    average shares outstanding
                
                
                984,167
                
                
                984,167
                
                
                984,167
                
                
                984,167




5
 Table
          of Contents




**AT&S
      HOLDINGS, INC.**





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


**SEPTEMBER
      30, 2005**












Common
                Stock
            
            Additional
            
            
            
            TotalPaid-in
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Deficit
            
            EquityBalance
                at January 1, 2005
            
            
            984,167
            
            $
            984
            
            $
            1,031,790
            
            $
            (280,019
            )
            $
            752,755Net
                loss for the period (unaudited)
            
            
            -
            
            
            -
            
            
            -
            
            
            (73,550
            )
            
            (73,550
            )Balance
                at September 30,2005 (unaudited)
            
            
            984,167
            
            $
            984
            
            $
            1,031,790
            
            $
            (353,569
            )
            $
            679,205














6
 Table
          of Contents












**AT&S
      HOLDINGS, INC.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2004** **AND
      2005**




**NINE
                MONTHS ENDED****September
                30, 2004**
            
            **September
                30, 2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                earnings (loss)
            
            
            ($34,251
            )
            
            ($73,550
            )Adjustments
                to reconcile net earnings (loss) to cash provided (used) by operating
                activities:Gain
                on sale of equipment
            
            
            (38,221
            )
            
            (144,214
            )Depreciation
            
            
            291,512
            
            
            304,625Provision
                for losses on accounts receivable
            
            
            14,171
            
            
            15,952Common
                stock warrant expense -related party
            
            
            -
            
            
            -Change
                in operating assets (liabilities):(Increase)
                decrease in accounts and notes receivable
            
            
            (38,768
            )
            
            (59,747
            )(Increase)
                decrease in prepaid expenses
            
            
            54,074
            
            
            (1,330
            )(Increase)
                decrease in deferred loan fees (net)
            
            
            10,624
            
            
            9,690Increase
                (decrease) in accounts payable and
              accrued
                liabilities
            
            
            (61,264
            )
            
            (22,235
            )Net
                cash and cash equivalents provided by operating activities
            
            
            197,877
            
            
            29,191CASH
                FLOWS FROM INVESTING ACTIVITIES:(Increase)
                decrease in deposits
            
            
            -
            
            
            -Proceeds
                from sale of equipment
            
            
            249,725
            
            
            402,263Purchase
                of property and equipment
            
            
            (1,040,248
            )
            
            (659,705
            )Net
                cash and cash equivalents provided (used) by investing
                activities
            
            
            (790,523
            )
            
            (257,442
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from new financing
            
            
            808,472
            
            
            546,734Principal
                payments on long and short-term debt
            
            
            (430,740
            )
            
            (348,544
            )Sub
                S distributions
            
            
            (300
            )
            
            -Sale
                of common stock
            
            
            -
            
            
            -Additional
                paid in capital
            
            
            -
            
            
            -Net
                cash and cash equivalents provided (used) by financing
                activities
            
            
            377,432
            
            
            198,190INCREASE
                (DECREASE) IN CASH
            
            
            (215,214
            )
            
            (30,061
            )Cash
                - beginning of period
            
            
            242,714
            
            
            55,690Cash
                - end of period
            
            $
            27,500
            
            $
            25,629Interest
                paid during the period:Related
                party
            
            $
            59,248
            
            $
            44,694Other
            
            
            106,760
            
            $
            154,359Total
                interest
            
            $
            166,008
            
            $
            199,053










7
 Table
          of Contents




**AT&S
        HOLDINGS, INC.**
 **NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**FINANCIAL
      STATEMENT PRESENTATION**





The
      Company is providing herein the unaudited historical financial statements of
      AT&S HOLDINGS, INC. as of September 30, 2005, and for the three and nine
      months ended September 30, 2004 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 the Company's
      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 and nine month periods ended September
      30,
      2005, are not necessarily indicative of results that may be expected for the
      fiscal year ending December 31, 2005.





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.





SUBORDINATED
      NOTES





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 $4,800,000 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.
      The Company has begun offering the notes but has not issued any such securities
      as of November 1, 2005. There can be no assurance that the Company will be
      successful in selling the notes to the public.








**FORWARD-LOOKING
      STATEMENTS**





**THIS
      FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS INVOLVING RISKS AND
      UNCERTAINTIES. THE COMPANY'S 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.**





8


**ITEM
                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 5 branches and operate in 5
      states including Missouri, Kansas, Illinois, Nebraska and Iowa. We primarily
      concentrate on the Kansas City and St. Louis metropolitan regions, and we are
      currently phasing out of actively competing in our 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 71
      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, Wal-Mart,
      constituted 22% of our revenues in 2004 and 27% of our revenues in 2003. During
      the nine months ended September 30, 2005, Wal-Mart represented 10.5% of our
      revenue. 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.





Aside
      from Wal-Mart, our other largest customers tend to vary significantly from
      year
      to year. Our second largest customer in 2004, Mobile Storage Group (“MSG”),
      accounted for 9% of our revenues that year and 10% of our revenues in 2003.
      During the nine months ended September 30, 2005, MSG represented 7.5% of our
      revenues. 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. Our third largest customer, Satellite
      Specialized Transportation (“SST”), accounted for 6% of our revenues in 2004,
      but only 1% of our revenues in 2003. During the nine months ended September
      30,
      2005, SST represented 11.3% of revenues. 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
      2005
      due to the large number of units rented to support the recent hurricane relief
      efforts.





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 where
      we
      have excess inventory.





9
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          of Contents


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, the Company has 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.





WE
      ARE A
      COMPANY WITH A HIGH AMOUNT OF DEBT; THEREFORE FLUCTUATIONS IN INTEREST RATES
      COULD INCREASE OUR INTEREST COST, DECREASE OUR PROFITABILITY.




Our
      operations are capital intensive and we operate with a high amount of debt
      relative to our size. Our high amount of debt makes us vulnerable to increases
      in prevailing interest rates. Increases in interest rates will increase our
      overall interest costs and impact our profitability.





A
      SLOWDOWN IN THE ECONOMY COULD REDUCE DEMAND FROM OUR CUSTOMERS, WHICH WOULD
      NEGATIVELY IMPACT OUR PROFITABILITY.




The
      majority of our customers are in the retail, construction and trucking
      industries. These industries tend to be cyclical and particularly susceptible
      to
      slowdowns in the overall economy. If an economic slowdown occurs, particularly
      in our core markets of Kansas City and St. Louis, we are likely to
      experience less demand for rental and sales of our products. We depend heavily
      on our retail customers, therefore a significant and/or prolonged downturn
      in
      the retail industry would result in us losing substantial revenue and increase
      risk of accounts receivable bad debt losses. We would likely incur substantial
      operating losses depending on the length and severity of the downturn.
      Management believes these conditions would be a very serious concern and, if
      they occur, ultimately could negatively impact our profitability.





OUR
      OPERATIONS ARE SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD RESULT IN CASH
      FLOW
      DEFICIENCIES DURING PERIODS OF THE YEAR.




Demand
      for rental of our portable storage units is stronger from September through
      December because large retailers need to store more inventory for the holiday
      season. Our retail customers usually return rental units to us early in the
      following year. As a result, we experience lower rental fleet utilization rates
      during the first quarter of each year that may result in seasonal short-term
      cash flow deficiencies. Such deficiencies may adversely affect our ability
      to
      service our obligations.





ADDITIONAL
      COMPETITION MAY DECREASE OUR PROFITABILITY.




The
      portable storage business is highly competitive. The Company competes and
      potentially competes with a variety of companies, many of which have
      significantly greater financial resources, larger rental fleets, personnel
      and
      marketing resources, and business diversity. Management is aware of similar
      entrepreneurial and publicly-traded companies, both national and regional,
      that
      compete directly with the Company. We estimate that approximately 20 companies
      rent portable storage equipment in the Kansas City market, with approximately
      12
      companies competing in the St. Louis market. In both of these core markets,
      at least one competitor has substantially greater market share than we have.
      Further, the barriers to entry in the industry are relatively low, and from
      time
      to time new competitors will likely enter our markets. In such a competitive
      business, we may face pressure to reduce our rental rates or our sales prices
      in
      order to maintain or increase our client base. Any failure to maintain
      competitive pricing could result in significant declines in our business volume.
      Conversely, any reduction in pricing could result in reduced gross margins
      and
      could harm the Company’s net revenue and results operations if not offset by an
      increase in its business volume. Further, increased competition in our industry
      could increase demand for purchase of storage containers and trailers, which
      could increase our costs in purchasing units for rental or resale. These
      competitive pressures may negatively impact our profitability.





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OUR
      COST
      OF FUNDS MAY BE HIGHER THAN OUR COMPETITION, WHICH COULD HAVE A SUBSTANTIAL
      NEGATIVE IMPACT ON OUR PROFITABILITY OR POTENTIALLY CAUSE US TO INCUR FINANCIAL
      LOSSES THAT INCREASE THE LIKELIHOOD THAT WE MAY NOT BE ABLE TO SUSTAIN OUR
      OPERATIONS.




Our
      existing debt may carry higher interest rates than interest rates paid by other
      portable, temporary storage companies with better credit ratings than we have.
      As a result, we may be required to charge our customers higher monthly rentals
      than would be charged by a competitor whose cost of borrowing is lower than
      ours. Accordingly, we may operate at a competitive disadvantage relative to
      certain other renters of portable storage equipment and our profitability would
      be impacted negatively. Our competitors with greater available resources may
      challenge us in our current markets because of our significant level of debt
      relative to our size. Our management believes this could lead to decreases
      in
      revenue and/or gross margins due to pricing competition. If this situation
      were
      to occur, our ability to meet our obligations could be adversely
      affected.





OUR
      PROFITABILITY AND FUTURE GROWTH DEPEND ON OUR CONTINUED ACCESS TO BANK
      DEBT.




The
      profitability and growth of our business currently depends on our ability to
      access bank debt at competitive rates. While we believe that our relationship
      with our bank is good, we cannot guarantee that financing by this bank will
      be
      available in the future. If we are unable to renew or replace our current bank
      debt or find alternative financing at reasonable rates, we may be forced to
      liquidate. If we are forced to liquidate, there can be no assurance that we
      will
      be able to meet our obligations.





OUR
      CURRENT DEBT AGREEMENTS CONTAIN COVENANTS AND RESTRICTIONS WITH WHICH WE MUST
      COMPLY.




Under
      our
      current debt agreements with our lending facility, we must comply with a variety
      of covenants and restrictions. The more restrictive include the maintenance
      of
      minimum tangible net assets and interest coverage ratios. These covenants and
      restrictions could limit our ability to respond to market conditions and
      restrict our planned growth. Also, if we fail to comply with these covenants
      and
      restrictions, the lenders have the right to refuse to lend us additional funds,
      and they may require early payment of amounts owed to them. If this happens,
      we
      may be unable to fund our operations and we would have to scale back our rental
      activities. Furthermore, if we default, our lenders may foreclose on our
      assets.





WE
      ARE
      DEPENDENT ON SEVERAL KEY CUSTOMERS FOR A MATERIAL PORTION OF OUR REVENUES.




Wal-Mart
      Stores, Inc. alone represented approximately 22% of our revenues for the year
      ended December 31, 2004 and 27% for 2003. We are highly dependent on
      this
      customer for revenues, and therefore a material decrease in their business
      with
      us for any reason would immediately cause us to lose revenues and probably
      lead
      to our failure. In addition, our second and third biggest customers for 2004
      collectively represent approximately 15% of our revenues for the year. However,
      we have historically had significant fluctuation among our top customers (other
      than Wal-Mart) and we are not dependent upon those two customers, nor do we
      necessarily expect that those two customers to continue to represent such a
      significant share of our revenues. However, if we are unable to replace business
      from our significant customers from year to year, our business would be
      negatively affected. The loss of or diminution of Wal-Mart as a customer or
      the
      inability to continually replace business from other significant customers
      would
      require immediate and substantial overhead cost reductions together with the
      disposal of excess equipment to mitigate the effects and prevent failure of
      our
      business. There can be no assurance that we would be able to effectively respond
      to any such customer loss. Management views this risk as very significant and
      should management not immediately implement overhead cost reductions and
      equipment dispersals, we would not be able to meet our obligations.





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WE
      ARE
      DEPENDENT ON THIRD PARTIES WHO LEASE US MANY OF THE CONTAINERS AND TRAILERS
      WE
      USE TO GENERATE REVENUES IN OUR BUSINESS. THESE LEASES ARE GENERALLY SHORT-TERM
      AND WE ARE SUBJECT TO THE RISK THAT WE WILL BE UNABLE TO CONTINUE TO OBTAIN
      CONTAINERS AND TRAILERS FROM THIRD PARTY LESSORS ON COMMERCIALLY PRACTICABLE
      TERMS, IF AT ALL.




Although
      we own most of the containers and trailers [approximately 75%] we use in our
      business to generate revenue, a significant number of our units are instead
      leased by us from various third parties under short-term contracts. Our ability
      to continue to lease units from third parties on terms that permit us to in
      turn
      re-lease the units to our customers at a profit is critical to maintaining
      flexibility in our operations and overall profitability. Because we do not
      have
      long-term contractual commitments from any of our lessors, there can be no
      assurance that we will continue to be able to lease containers and trailers
      from
      third parties on commercially practicable terms, if at all. If we are not able
      to do so, our business could be materially and adversely impacted, increasing
      the risk that we will be unable to meet our obligations.




THERE
      IS
      UNCERTAINTY AND RISK IN THE SUPPLY AND PRICE OF USED OCEAN-GOING CONTAINERS
      AND
      STORAGE TRAILERS, WHICH ARE A KEY COMPONENT OF OUR PRODUCT LINE.




We
      purchase new and used ocean-going containers and storage trailers in order
      to
      expand our rental fleet. The availability of these containers and trailers
      depend in part on the level and balance of international trade (particularly
      between the U.S. and China) and overall demand for containers and trailers
      in
      the domestic and ocean cargo shipping business. When shipping increases, the
      availability of used ocean going containers and trailers for sale often
      decreases and the price of available containers and trailers increases.
      Conversely, an oversupply of used ocean-going containers and trailers may cause
      their prices to fall. Further, the cost and availability of containers may
      be
      dependent upon prices for steel, aluminum and other raw materials. We are always
      seeking to increase and/or upgrade our rental fleet; therefore our business
      is
      affected constantly by these market pressures. Severe price fluctuations in
      shipping containers and trailers could harm our ability to maintain an optimum
      inventory of containers and trailers to operate our business, and thus adversely
      impact our financial results and our ability to meet our
      obligations.





LOSS
      OF
      KEY PERSONNEL COULD ADVERSELY IMPACT OUR OPERATIONS.




We
      are a
      small company and we have only approximately 15 employees. We are especially
      dependent upon the efforts on our behalf of Richard G. Honan and Richard G.
      Honan II, who are executive officers and members of the board of both AT&S
      and American Trailer. These key employees are thoroughly knowledgeable about
      our
      industry and every aspect of our business. It is very unlikely that they could
      be replaced by other persons of comparable expertise or commitment. Although
      each of these key employees is a party to an employment agreement with us,
      there
      can be no assurance that they will continue their efforts on our behalf as
      directors, officers or in any other capacity. If either of these key employees
      were to leave us, our ability to continue to successfully continue our business,
      and our ability to meet our obligations, would be adversely
      affected.





OUR
      PRINCIPAL SHAREHOLDER HAS LOANED US SUBSTANTIAL AMOUNTS TO FUND OUR OPERATIONS
      AND GROWTH IN THE PAST AND HE MAY BE UNWILLING OR UNABLE TO CONTINUE TO PROVIDE
      US SUCH BORROWINGS IN THE FUTURE. FURTHER, HE MAY BE UNWILLING TO CONTINUE
      TO
      DEFER PAYMENTS DUE ON LOANS ALREADY MADE. WE MAY NOT BE ABLE TO OBTAIN ADEQUATE
      OUTSIDE FINANCING TO FUND OUR OPERATIONS OR HISTORICAL LEVEL OF
      GROWTH.




Our
      continued growth is dependent on the availability of financing to support
      increases in the size of our rental fleet. Since inception, we have supported
      our fleet expansion primarily with proceeds from the issuance of debt including
      borrowings from our principal stockholder. We cannot assure you that our future
      cash flow will be sufficient to fund our historical levels of growth or sustain
      current operations, nor can we assure you that our principal stockholder will
      agree or be able to provide us with funding in the future. Further, although
      he
      has in the past repeatedly agreed to defer repayment of loans owed to him,
      he is
      under no obligation to do so in the future. To the extent we need to obtain
      additional financing, we cannot assure you that any such financing will be
      obtained on terms satisfactory to us or at all. Management views this as a
      serious risk and believes we would incur substantial increases in debt service
      costs and likely fail in the event that our principal shareholder requests
      full
      payment of his indebtedness and we could not find new sources of borrowing
      with
      comparable/reasonable terms.





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CHANGES
      IN ZONING LAWS RESTRICTING THE USE OF STORAGE UNITS MAY ADVERSELY AFFECT OUR
      PROFITABILITY.




We
      are
      indirectly subject to local zoning laws regulating the use of our storage units.
      Most of our customers use our storage units on their own properties. Local
      zoning laws in certain markets prevent some customers from keeping storage
      units
      on their properties or only permit the containers if located out of sight from
      the street. Changes in local zoning laws in existing markets or prohibition
      of
      storage units by local zoning laws in prospective new markets could result
      in
      the closure of certain branches, depending on the specific locality of the
      law
      change. If customers of our largest branch (Kansas City) are significantly
      affected by such changes in zoning laws, our ability to meet our obligations
      could be adversely affected.





WE
      ARE
      SUBJECT TO VARIOUS LAWS AND REGULATIONS THAT GOVERN AND IMPOSE LIABILITY FOR
      ACTIVITIES AND OPERATIONS WHICH MAY HAVE ADVERSE ENVIRONMENTAL EFFECTS. OUR
      NONCOMPLIANCE WITH THESE LAWS AND REGULATIONS COULD HAVE A MATERIAL ADVERSE
      EFFECT ON OUR PROFITABILITY.




We
      are
      subject to federal, state and local regulations that govern and impose liability
      for our activities and operation which may have adverse environmental effects,
      such as discharges to air and water as well as handling and disposal practices
      for hazardous substances or other wastes. Our operations may result in
      noncompliance with or liability for cleanup under these laws, regardless of
      our
      efforts to comply. In addition, the presence of hazardous substances, or failure
      to properly remediate any resulting contamination, may not allow us to sell,
      lease or operate our properties or to borrow money, using them as collateral.
      In
      addition, we may be subject to fines and other costs related to such events.
      We
      cannot assure you that such matters will not arise in the future. Management
      views a significant environmental liability as unlikely, but the potential
      magnitude of any such liability could be great and could adversely affect our
      profitability.





**Three
      months ended September 30, 2005 versus September 30, 2004**





Our
      revenues totaled $951,876 for the three months ended September 30, 2005. The
      increase of $156,773 versus the same period in 2004 represents a 19.7% increase.
      Approximately 86.6%, of total revenues were derived from equipment rental and
      related service revenues (delivery, pick-up, maintenance revenues, etc.).
      Approximately 13.4%, or $127,278, of total revenues was derived from the sale
      of
      equipment, compared to $139,892, or 17.6% of total revenues during the same
      period in 2004. Revenues from equipment sales decreased during the peroid
      due to a general decrease in demand for equipment purchases from
      companies in varied industries.





We
      generated rental revenues of $694,806 during the three month period ending
      September 30, 2005 versus $538,017 during the same period in 2004. The increase
      in rental revenue of $156,789, or 29.1%, was a result of an increase in demand
      for our equipment, particularly from the trucking, wholesale distribution,
      and
      construction industries, offsetting decreases in demand from the retail
      industry. Drayage (trucking) revenue increased $13,490, or 14.2%, to $108,578
      during the three-month period versus the previous year. This increase is due
      to
      an increase in the numbers of rentals requiring pick-up and delivery services
      and a slight increase in pricing of delivery and pick-up services. We anticipate
      that drayage rates will hold steady. Maintenance revenues increased $2,000
      or
      17.2% 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 decreased $3,000, or 20.7% due primarily to a general decrease in the
      number of customers accepting damage-waiver fees in lieu of providing property
      insurance.





Cost
      of
      sales for the three months ended September 30, 2005 totaled $528,631, an
      increase of 43.1%, as compared to the same period in 2004. Cost of sales
      represented 55.5% of total revenues for the period versus 46.4% during the
      same
      period 2004. The cost of equipment sold decreased $30,962 or 30.3% due to the
      decrease in equipment sales. Gross margins on equipment sales, however,
      increased from 26.9% to 44.0% due to high demand and limited supply. 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 $125,407, or 157.1%,
      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 2004. 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 continue to be 15-20% of sales for the next
      six
      months and then to lower this expense in aggregate and as a percentage of
      overall revenue by continuing to focus on storage and cartage type equipment,
      which require is less likely to require re-renting from third parties. We will,
      however, continue to re-rent over-the-road equipment for customers when
      profitable opportunities present themselves. Maintenance expenses increased
      $53,000 or 131.7% during the period to $92,430. 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 2004 and significant
      turnover in rentals of semi-trailers, requiring additional maintenance to ensure
      rental worthiness for the new customer.





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Depreciation
      expense increased $9,119, or 12.7%, 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 $3,000, or 4.2% 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 2004. 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 decreased by $2,474, or 0.58%, during the three months ended September
      30, 2005 versus 2004, representing 44.4% of total revenues and totaling
      $423,245. The decrease gross profits is mainly due to the increase in equipment
      rental expense from the significant number of trailers re-rented to customers
      (at much lower margins than owned-equipment) and an increase in maintenance
      expenses. 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 2005, as the fourth
      quarter typically has higher utilization and profitability.





Operating
      expenses increased $47,927, or 15.1%, during the three month period ended
      September 30, 2005 versus the same period in 2004. Operating expenses
      represented 38.4% of total revenues versus 40.4% for the same period in 2004.
      The increase is primarily due to increases in health insurance, rent (due to
      the
      expanded fleet size) advertising, professional fees, and advertising.
      Depreciation expense (on non-revenue equipment) decreased by $3,826, or 14.9%
      due to a decrease in company automobiles. We expect operating expenses to be
      under 40% of total revenues for 2005, as the third and fourth quarters have
      historically seen increases in demand for rental equipment, without marginally
      increasing operating expenses.





Interest
      expense increased $12,192 or 20.3%, during the three months ended September
      30,
      2005 versus the same period in 2004 to $72,272. Interest expense constituted
      7.6% of total revenues versus 7.6% during the same period in 2004. 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 interest rates on our lines of credit and
      reducing revolver loan compared to the previous period. 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 $26,405 for the three-month period ended September 30, 2005 versus
      $57,431 for the same period in 2004. This net income represents 2.7% of total
      revenues for the period versus 6.7% of total revenues during the same period
      in
      2004. The decrease in net income is primarily attributable to the increase
      in
      our cost of goods sold and operating expenses as described above. We anticipate
      a positive net income for 2005 as gross profits historically increase each
      quarter and operating expenses should remain relatively stable.





**Nine
      months ended September 30, 2005 versus September 30, 2004**





Our
      revenues totaled $2,425,020 for the nine months ended September 30, 2005. The
      increase of $216,477 versus the same period in 2004 represents a 9.8% increase.
      Approximately 80.8%, of total revenues were derived from equipment rental and
      related service revenues (delivery, pick-up, maintenance revenues, etc.).
      Approximately 19.2%, or $464,676, of total revenues was derived from the sale
      of
      equipment, compared to $343,515, or 15.5% of total revenues during the same
      period in 2004. Our increased revenues from equipment sales resulted from an
      increase in demand for equipment purchases from companies in varied industries
      and increases in our pricing.





We
      generated rental revenues of $1,608,193 during the nine month period ending
      September 30, 2005, versus $1,524,194 during the same period in 2004. The
      increase in rental revenue of $83,999, or 5.5%, was a result of an increase
      in
      demand for our equipment, particularly from the trucking, wholesale
      distribution, and construction industries, offsetting decreases in demand from
      the retail industry. We anticipate a continued general increase in rental demand
      for our storage and cartage type products for the next six months. Drayage
      (trucking) revenue increased $23,590, or 8.6%, to $298,974 during the nine
      month
      period versus the previous year. This increase is primarily due to a high demand
      from varied customers for pick-up and delivery service during the first and
      third quarters. We anticipate that drayage rates will hold steady or slightly
      decrease and drayage revenues will increase during the fourth quarter.





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Other
      revenues, which consist primarily of on-site equipment storage fees, repair
      charges for customer-damage to equipment; late fees, damage-waiver fees and
      property tax fees decreased $12,273 or 18.8% due primarily to a general decrease
      in repair charges for customer damages to equipment and a decrease in the number
      of customers accepting damage-waiver fees in lieu of providing property
      insurance.





Cost
      of
      sales for the nine months ended September 30, 2005 totaled $1,233,168, an
      increase of 11.9%, as compared to the same period 2004. Cost of sales
      represented 50.8% of total revenues for the period versus 49.9% during the
      same
      period in 2004. The cost of equipment sold increased $26,157 or 10.6% due to
      the
      increase in equipment sales. However, gross margins on equipment sales increased
      from 28.5% to 41.5% due to high demand and limited supply of equipment. 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, increased by $35,530, or 13.4%, 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 2004.
      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 continue to be 15-20% of sales for the next six months and then to lower
      this
      expense in aggregate and as a percentage of overall revenue by continuing to
      focus on storage and cartage type equipment, which require is less likely to
      require re-renting from third parties. We will, however, continue to re-rent
      over-the-road equipment for customers when profitable opportunities present
      themselves. Fleet maintenance expenses increased $58,218 or 42.4% during the
      period to $195,600. This increase is mainly the result of an increase in the
      number of owned over-the-road semi-trailers in the fleet versus the previous
      year’s period. Maintenance expense as a percentage of revenues will decrease
      during the last quarter of the year. We anticipate higher utilization and
      therefore less opportunity to perform maintenance.





Depreciation
      expense increased $21,130 or 9.7%, 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
      decreased $10,134, or 4.3% during the period due to a decrease in the number
      of
      pickup and deliveries performed by outside trucking companies as a result of
      our
      purchasing two additional tractors for delivery purposes. 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 $85,576, or 7.7%, during the nine months ended September
      30, 2005 versus 2004, representing 49.1% of total revenues and totaling
      $1,191,852. As the availability of new and used shipping containers decreases,
      we will continue to be able to command higher prices for our equipment; however,
      this will also cause us to pay higher prices for our equipment sold and
      additions to the rental fleet. Gross margins should be above 50% for the next
      fourth quarters. We anticipate that the gross margin will be between 50 to
      60%
      for the remainder of 2005 and that the gross margin for the year will be
      approximately 50%.





Operating
      expenses increased $135,197, or 13.9%, during the nine month period ended
      September 30, 2005 versus the same period in 2004. Operating expenses
      represented 45.6% of total revenues versus 44.0% for the same period in 2004.
      The increase is primarily due to an increase in salaries and commissions, health
      insurance, rent (due to the expanded fleet size), advertising, and professional
      fees. We hired two additional employees in St. Louis to assist in
      operations and sales, an operations person in Kansas City and a customer service
      representative in Kansas City. We anticipate that as these new personnel become
      fully trained and integrated, we will see improved profitability in 2006.
      Depreciation expense (of non-revenue equipment) decreased by $5,855, or 8.2%
      due
      to the sale of a company automobile in the first quarter. We expect operating
      expenses to be under 45% of total revenues for 2005, as the third and fourth
      quarters have historically seen increases in demand for rental equipment,
      without marginally increasing operating expenses.





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Interest
      expense increased $21,803 or 12.0%, during the nine months ended September
      30,
      2005 versus the same period in 2004 to $203,232. Interest expense constituted
      8.0% of total revenues versus 7.73% during the same period in 2004. This
      increase is primarily due to an increase the amount of our bank debt for
      purchases of new equipment and to an increase in interest rates on our lines
      of
      credit and reducing revolver loan versus the previous period. We expect interest
      expenses to increase as we expand our fleet through increased borrowing and
      as
      interest rates continue to increase.





We
      had a
      net loss of $73,550 for the nine month period ended September 30, 2005 versus
      a
      net loss of $34,251 for the same period in 2004. This net loss represents -3.0%
      of total revenues for the period versus -1.5% of total revenues during the
      same
      period in 2004. The increased loss is due to the increase in operating expenses
      as described above. We anticipate a positive net income for 2005 as gross
      profits historically increase each quarter and operating expenses should remain
      relatively stable. We also anticipate increased earnings for 2006.





**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 in building the support infrastructure to support such
      growth. Over the past twelve months, our rental fleet of owned equipment has
      grown by approximately 12%. Additionally, we have sold older rental equipment
      and replaced those sold with newer units. Purchases of new equipment and the
      funding of additional capital requirements have primarily been funded through
      cash generated from operations, the issuance of subordinated debt to our
      principal owner, and borrowing from our bank on a collateralized
      basis.





On
      July 15, 2004, our principal shareholder, Richard G. Honan, agreed to
      combine three notes owed to him by us. The new, combined amount due on the
      note
      had a due date of February 15, 2008 and the combined balance of the
      new
      note was $461,100. Of the total combined subordinated debt, $444,913 originally
      represented an interest-only note with a maturity date of January 1,
      2005
      with a 15.5% annual interest paid monthly. $16,187 was originally owed to the
      principal owner in the form of a 5-year term note (principal and interest paid
      monthly) with an original balance of $223,625 bearing 15.5% annual interest
      and
      a maturity date of September 20, 2004. The third original note had a balance
      of
      $2,843, and had a due date of August 15, 2004. The third note was a 5-year
      term
      note (principal and interest paid monthly) with an original balance of $125,000
      bearing 15.5% annual interest. On July 15, 2004, the three outstanding
      notes had an accrued interest balance of $2,873. We agreed to make monthly
      payments of $14,000 for 42 months beginning August 15, 2004 and a final
      payment of $16,442 on February 15, 2008. This loan agreement was amended
      March 15, 2005. The amended agreement required monthly payments of interest
      only
      and the principal amount was due April 15, 2006. This loan agreement was amended
      September 30, 2005. The amended agreement required monthly payments of interest
      only and the principal amount was due April 15, 2007. As of September 30,
      2005, the total balance of subordinated debt owed to the principal owner was
      $338,521 bearing 15.5% annual interest, and all scheduled payments were made
      when due. Due to bank financing covenants, we cannot repay the principal owner
      the balance of the subordinated note if our total debt to net worth ratio
      exceeds the bank’s maximum limit after any such repayment.





**Nine
      months ended September 30, 2005 versus September 30, 2004**





*Operating
      Activities:* Cash
      provided by operating activities for the nine month period ended September
      30,
      2005 was approximately $29,191 compared to $197,877 during the same period
      in
      2004. The decrease is primarily due to a decrease in net earnings an increase
      in
      the gain on sale of rental equipment of $105,993 from the previous period.
      We
      expect that cash flows from operating activities will increase during the
      4 th quarter.





*Investing
      Activities:* Net
      cash
      used by investing activities during the period was approximately $257,442.
      This
      was the result of the purchase of $659,705 of equipment and proceeds from the
      sale of equipment of $402,263. This compares to approximately $790,523 net
      cash
      used by investing during the same period in 2004 as a net result of proceeds
      received from the sale of equipment versus the purchase, $249,725 versus
      $1,040,248 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 $100,000 during the remainder of
      2005.





*Financing
      Activities:* Net
      cash
      provided by financing activities was $198,190 during the period versus $377,432
      provided during the same period in 2004. $546,734 was provided from proceeds
      of
      new financing used to supplement the purchase of equipment from cash generated
      from operations. $348,544 was used to pay down principal of long-term senior
      and
      subordinated debt. We anticipate financing activities will provide cash during
      the remainder of 2005 (primarily from utilizing existing bank financing lines
      of
      credit) for the purposes of supplementing equipment purchases.





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**Banking
      Arrangements**





We
      have
      entered into a financing agreement with 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 three 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%. As of
                September 30, 2005, the balance on this line of credit was $2,401,345.71.
                At this time, no additional borrowings 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. As of December 31,
                2004,
                this line-of-credit had a balance of $444,247.00. 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. The
                interest rate on this line of credit was 7.00% as of September 30,
                2005.
                There were advances of $377,292 on this line of credit at
                September 30, 2005.




·
            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 30, 2005 and has a maturity date of March 30,
                2006. As of
                April 29, 2005, we had a zero balance on this line of credit. This
                facility is subject to a borrowing base computation based on accounts
                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 7.00% as of September
                30,
                2005. There were advances of $78,714.39 on this line of credit at
                September 30, 2005.




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 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
      the
      majority shareholder of the company and his wife as well as subordination of
      the
      company’s debt obligations to the majority shareholder.





The
      agreement also required the Company 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, 2004 and we anticipate remaining in compliance as of
      December 31, 2005. Per the terms of our business loan agreements, we
      must
      comply with the following three financial covenants and ratios:




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 Table
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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 September
      30, 2005 is 1.32 : 1. We project this ratio to be greater than 1.33 for
      year-end.





As
      of
      September 30, 2005, our working capital ratio was .66. We anticipate this ratio
      to be positive at December 31, 2005 as we historically experiences
      increased cash balances at the end of the year and we anticipate converting
      the
      balance of the equipment purchase line to a long term note as previously
      done.





As
      of
      September 30, 2005, our debt-to-equity ratio was 3.13.





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, 2004.





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 November 12, 2005 we have agreements to purchase $264,300
      of equipment in the 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.





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 Table
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**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.





**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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 Table
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**PART
      II - OTHER INFORMATION**





**ITEM
      1 - LEGAL PROCEEDINGS**





None





**ITEM
        2 -** UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS





The
      Company filed a Registration Statement on Form SB-2 with the Securities and
      Exchange Commission, by which the Company registered 100,000 shares of common
      stock for sale to the public. The net proceeds of these shares (approximately
      $45,000 assuming all shares are sold and after offering expenses) are intended
      to fund the purchase of revenue equipment. The Commission declared the
      registration statement effective on November 12, 2004. The offering of shares
      is
      not underwritten and is being sold on a best-efforts basis. On November 9,
      2005
      all of these shares were purchased by Richard G. Honan, II, the president of
      our
      company.





The
      Company also filed a Registration Statement on Form SB-2 with the Securities
      and
      Exchange Commission, by which the Company registered up to $5,000,000 of its
      subordinated notes for sale to the public. The net proceeds of these notes
      (approximately $4,800,000 assuming all notes are sold and after offering
      expenses) are intended to fund the purchase of revenue equipment. The Commission
      declared the registration statement effective as of May 13, 2005. The offering
      of the notes is not underwritten and is being sold on a best-efforts basis.
      There can be no assurance that the Company will be successful in selling any
      of
      the notes to the public.





**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
            DESCRIPTION10.14
            Change in
              Terms
              Agreement between AT&S Holdings, Inc. and American Trailer &
              Storage, Inc. and Commercial Federal Bank dated September 27, 2005
              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.10.15
            Change in
              Terms
              Agreement between AT&S Holdings, Inc. and American Trailer &
              Storage, Inc. and Commercial Federal Bank dated September 27, 2005
              relating to the promissory note in the principal amount of $2,401,345.71
              dated March 30, 2005 of AT&S Holdings, Inc. and American Trailer &
              Storage, Inc. and related documents.10.16
            Change
              in Terms Agreement between AT&S Holdings, Inc. and American Trailer
              & Storage, Inc. and Commercial Federal Bank dated September 27, 2005
              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.31.1
            Certification
                of Chief Executive Officer Pursuant to 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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 Table
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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.November
                14, 2005
            
            //s//
                Richard G. HonanRichard
                G. Honan, Chief Executive Officer and Chairman of the Board of
                Directors
              (PRINCIPAL
                EXECUTIVE OFFICER)November
                14, 2005
            
            //s//
                Richard G. Honan, IIRichard
                G. Honan II, Chief Financial Officer, Director and President
              (PRINCIPAL
                ACCOUNTING OFFICER)





21