**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


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


**FORM
      10-QSB/A**





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





**Commission
      file No. 333-111715**





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





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




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





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





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





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





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





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





Date       Class           Shares
      Outstanding


08/15/2006      Common
      stock - $ .001 par value    1,084,167





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





Table
          of Contents
 Back
          to Top




**AT&S
        HOLDINGS, INC.**
 **EXPLANATORY
        NOTE**
 
 This
        amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended
        March 31, 2005 initially filed with the Securities and Exchange Commission
        (SEC)
        on May 15, 2006 is being filed to reflect changes to the Management Discussion
        and Analysis of Financial Condition and Results of Operation and Risk Factors
        sections requested by SEC staff. The primary changes involve additional
        disclosure of certain risk factors, discussion of S corporation tax status,
        expanded discussion of certain business relationships, and clarification
        of our
        banking arrangements. These changes were requested during a staff review
        of a
        post-effective amendment filed on Form SB-2/A on June 5, 2006 to our
        registration of callable subordinated notes on Form SB-2 on May 10, 2005.
        Except
        with respect to these matters, the Financial Statements in this Form 10-QSB/A
        do
        not reflect any events that have occurred after the 2005 Form 10-QSB was
        filed.





Table
          of Contents
 Back
          to Top




**AT&S
      HOLDINGS, INC.**





**TABLE
      OF CONTENTS**








**Item
                Number**
            
            **Page****ITEM
                1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:**Condensed
                Consolidated Balance Sheets as of December 31, 2005
                (audited) and March 31, 2006 (unaudited)
            
            3Unaudited
                Condensed Consolidated Statements of
                Operations for the three months ended March 31, 2006 and 2005
            
            5Unaudited
                Condensed Consolidated Statements of Stockholders’
                Equity as of March 31, 2006
            
            6Unaudited
                Condensed Consolidated Statements of Cash Flows for
                the nine months ended March 31, 2006 and 2005
            
            7Notes
                to Condensed Consolidated Financial
                Statements
            
            8**ITEM
                2 - MANAGEMENT'S DISCUSSION AND ANALYSIS Of FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS**
            
            9**ITEM
                3 - CONTROLS AND
                PROCEDURES**
            
            21**PART
                II - OTHER INFORMATION****ITEM
                1 - LEGAL PROCEEDINGS**
            
            22**ITEM
                2 - UNREGISTERED SALES OF SECURITIES AND USE OF
                PROCEEDS**
            
            22**ITEM
                3 - DEFAULTS UPON SENIOR
                SECURITIES**
            
            22**ITEM
                4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            
            22**ITEM
                5 - OTHER INFORMATION**
            
            22**ITEM
                6 - EXHIBITS AND REPORTS ON FORM
                8-K**
            
            22**SIGNATURES**
            
            24










Table
          of Contents
 Back
          to Top


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS:**




**AT&S
      HOLDINGS, INC.**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




**ASSETS:**


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







The
      accompanying notes are an integral part of these statements.


Table
          of Contents
 Back
          to Top
 3


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




**LIABILITIES
      AND STOCKHOLDERS' EQUITY:**


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

















The
      accompanying notes are an integral part of these statements.


Table
          of Contents
 Back
          to Top
 6







**AT&S
      HOLDINGS, INC.**





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


**MARCH
      31, 2006.**











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



















The
      accompanying notes are an integral part of these statements.


Table
          of Contents
 Back
          to Top


**AT&S
      HOLDINGS, INC.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**


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


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











The
      accompanying notes are an integral part of these statements.






Table
          of Contents
 Back
          to Top
 7






**AT&S
      HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**FINANCIAL
      STATEMENT PRESENTATION**





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





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





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





BANKING
      ARANGEMENTS





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





SUBORDINATED
      NOTES





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








**FORWARD-LOOKING
      STATEMENTS**





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





Table
          of Contents
 Back
          to Top
 8





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





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





**Overview**





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





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





We
      are a
      provider of portable storage and transportation solutions through our rental
      fleet of over 1,800 portable storage and transportation units through our
      subsidiary American Trailer. We currently have two branches and operate in
      Missouri, Kansas, Illinois, Nebraska and Iowa. We primarily concentrate on
      the
      Kansas City and St. Louis metropolitan regions. We phased out of actively
      competing in other markets to focus on these core regions because we felt our
      resources could be more profitable focusing our efforts in the larger markets
      of
      Kansas City and St. Louis. We feel there are opportunities for growth in other
      Midwestern markets when our capital and human resources are adequate to handle
      external branch expansion.





Our
      rental equipment provides secure, accessible temporary storage and
      transportation for a diversified client base of over 600 customers in 76
      different industries. Our customers use our products for a wide variety of
      storage and transportation applications, including the storage of retail and
      manufacturing inventory, protection of construction materials and equipment,
      handling peaks in shipping cycles and transporting material to and from
      customers’ or their construction job sites. Our largest customer, Satellite
      Specialized Transportation (“SST”), constituted 29% of our revenues in 2005 and
      6% of our revenues in 2004. SST rents our equipment on a unit-by-unit,
      short-term basis. SST uses our equipment to haul cargo and freight long
      distances. In particular, SST has rented our equipment for transportation and
      storage of disaster relief supplies to victims of hurricanes and other
      disasters. In general, SST rents equipment for $500 per unit per month. We
      anticipate that SST will be our second largest customer after Wal-Mart for
      2006
      due to the continued large number of units rented to support the recent
      hurricane relief efforts. Because
      the disaster relief business is mainly short term, we do not purchase equipment
      specifically for this purpose and should not, therefore, have material amounts
      of idle equipment should natural disasters not occur in any given year. We
      mainly rent equipment owned by other entities under agreement with the other
      entities to supply SST with trailers. The trailers are turned back over to
      the
      other entities when SST is finished using them for disaster relief duties.





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





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





We
      do not
      expect our largest customers to continue to represent such a significant share
      of our revenues. Indeed, SST rental demand is driven by its disaster relief
      activities and revenue from Wal-Mart has decreased on a year-to-year basis
      over
      the last three years as a result of its improved inventory management. Our
      third
      largest customer, Mobile Storage Group, is in all likelihood transitioning
      from
      a customer to a competitor. 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 these businesses as customers or the
      inability to continually replace business from them and our 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. We do not expect a significant impact to our financial condition
      in
      the next 12 months resulting from a decrease in business from our largest
      customers. We expect SST to continue to rent equipment on a seasonal, on-going
      basis for disaster preparedness; and disaster relief efforts, should conditions
      warrant such. We do not expect Wal-Mart’s demand for equipment to decrease in a
      significantly short period of time. We also anticipate the demand for equipment
      in other industries to cyclically increase from year to year, as had occurred
      in
      the past, and we anticipate that these increases will be substantial enough
      to
      replace revenues from industries that demand has declined in a given year.







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





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





As
      noted
      above, our discussion and analysis in this report, and other reports that we
      file with the Securities and Exchange Commission, in our press releases and
      in
      public statements of our officers and corporate spokes-persons contain
      forward-looking statements. In this report, we have used words such as
“anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and other similar
      expressions, which identify forward-looking statements. Forward-looking
      statements may turn out to be wrong. They can be affected by inaccurate
      assumptions or by known or unknown risks and uncertainties. We undertake no
      obligation to update any forward-looking statement. We provide the following
      discussion of risks and uncertainties relevant to our business. These
      risk factors and uncertainties include: ·
            Our
                significant dependence on several key
                customers; ·
            The
                highly competitive nature of our
                business; ·
            The
                supply and price of used ocean-going containers and storage
                trailers; ·
            Significant
                changes in interest rates; ·
            Seasonal
                fluctuation in our business; ·
            Our
                continued ability to access bank debt;
                and ·
            Our
                dependence on third parties to lease us containers and trailers on
                favorable terms. Many
        of
        these factors are beyond our control.







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





Our
      revenues totaled $1,181,137 for the three months ended March 31, 2006. The
      increase of $469,376 versus the same period in 2005 represents a 65.9% increase.
      Approximately 86.8%, of total revenues were derived from equipment rental and
      related service revenues (delivery, pick-up, maintenance revenues, etc.).





Approximately
      13.2%, or $156,011, of total revenues was derived from the sale of equipment,
      compared to $160,300, or 22.5% of total revenues during the same period in
      2005. Revenues from equipment sales decreased during the period due to a
      general decrease in demand for equipment purchases from companies in
      varied industries. Because we routinely sell rental equipment as a course of
      our
      business, equipment sales includes both units sold from the rental fleet
      (revenue producing equipment / fixed assets) and units purchased for re-sale
      (sale inventory). The cost of the equipment (included in the cost of goods
      sold)
      was the net book value, after depreciation, of the equipment at the time of
      sale. (The line item “Gain on Sale of Equipment” on the Statement of Cash Flows
      is the net gain on the sale of rental equipment and is deducted from our net
      income when calculating “Net Cash Provided by Operating Activities.” The
      proceeds from the sale of the rental equipment is then included in the “Proceeds
      from the Sale of Equipment,” together with the proceeds from the sale of
      non-revenue producing equipment, when used to calculate “Net Cash Used by
      Investing Activities” on the Statement of Cash Flows.





We
      generated rental revenues of $865,404 during the three month period ending
      March
      31, 2006 versus $426,447 during the same period in 2005. The increase in rental
      revenue of $438,957, or 102.9%, was a result of an increase in demand for our
      equipment, particularly from the trucking and construction industries,
      offsetting decreases in demand from the retail and wholesale distribution
      industries. Drayage (trucking) revenue decreased $14,644, or 13.3%, to $95,579
      during the three-month period versus the previous year. This decrease is due
      to
      a decrease in the numbers of rentals requiring pick-up as more units stayed
      on
      rent compared to the previous period and a slight decrease in pricing of
      delivery and pick-up services. We anticipate that drayage rates will hold
      steady. Maintenance revenues, charges to customers for customer related
      equipment damages the cost of which are included in maintenance expenses,
      increased $47,187, or 814%, to $52,984 during the period due to the general
      increase in rental activity.





Other
      revenues, which consist primarily late fees, damage-waiver fees and property
      tax
      fees increased $2,165, or 24.1%, to $11,159 due primarily to a general
      increase in rental activity, which increases ancillary revenues such as damage
      waiver and property tax fees.





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





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





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





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





Overall,
      interest expense increased $1,882 or 3.2%, during the three months ended March
      31, 2006 versus the same period in 2005 to $61,089. Interest expense constituted
      5.17% of total revenues versus 8.32% during the same period in 2005. This
      increase is primarily due to an increase in the amount of our bank debt for
      purchases of new equipment and to an increase in subordinated debt. “Interest
      Expense - Other” (primarily interest accrued to our bank) increased $5,809, or
      13.4% due primarily to increased balances owed to our bank and increased
      interest rates on our floating lines of credit, and due, to a much lesser
      extent, issuance of subordinated debt. We expect interest expenses to increase
      as we expand our fleet through increases in borrowing and as interest rates
      continue to increase over the previous year.





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





**Liquidity
      and Capital Resources**




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





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





*Operating
      Activities:* Cash
      provided by operating activities for the twelve-month period ended December
      31,
      2005 was approximately $489,000 compared to $376,000 during 2004. This increase
      was mainly due to an increase in revenues in 2005 over 2004. We had a gain
      on
      sale of revenue equipment of $43,607 during the period versus $55,713 in 2005.
      This was the net gain, after depreciation, on the sale of equipment from our
      rental fleet. Cash provided by operating activities for the three month period
      ended March 31, 2006 was approximately $133,627 compared to $16,464 during
      the same period in 2005. The increase is primarily due to an increase in net
      earnings and a decrease in accounts and notes receivable.





*Investing
      Activities:* Net
      cash
      used by investing activities during the 2005 was approximately $388,000. This
      was the net result of the purchase of $924,000 of equipment and proceeds from
      the sale of equipment of $535,000. Proceeds from the sale of equipment include
      proceeds from both the rental fleet (revenue equipment) and non-revenue
      equipment. This compares to approximately $962,000 net cash used by investing
      activities during 2004 as a result of net purchase of equipment versus proceeds
      received from the sale of equipment, $1,271,000 versus $309,000 respectively.
      Net cash used by investing activities during the three month period ended
      March 31, 2006 was approximately $86,912. This was the net result of
      proceeds received from the sale of equipment versus the purchase, $105,161
      versus $192,073 respectively. This compares to approximately $20,600 net cash
      provided by investing during the same period in 2005 as a net result of proceeds
      received from the sale of equipment versus the purchase, $128,050 versus
      $107,450 respectively. We plan to continue selling non-utilized or
      under-utilized equipment and purchase more equipment to meet the demands of
      our
      customers. We anticipate that the purchase of new equipment will continue to
      outpace sales by approximately $200,000 during the remainder of 2006.





*Financing
      Activities:* Net
      cash
      provided by financing activities was $89,000 during 2005 versus $400,000 in
      2004. Approximately $822,000 provided from proceeds of new financing and $50,000
      provided from the sale of common stock supplemented cash generated from
      operations to provide funds for the purchase of equipment. Approximately
      $783,000 was used to pay down principal of long-term senior and subordinated
      debt. Net cash provided by financing activities was $205,690 during the three
      month period ended March 31, 2006 versus $66,648 provided during the same
      period in 2005. $41,000 was provided from proceeds of new financing used to
      supplement the purchase of equipment from cash generated from operations during
      the three months ended March 30, 2006. $246,690 and $133,440 in the first three
      months of 2006 and 2005, respectively, was used to pay down principal of
      long-term senior and subordinated debt.





**Banking
      Arrangements:**




We
      have
      entered into a financing agreement with Bank of the West, Lee’s Summit,
      Missouri. The financing agreement provides us with a reducing revolving
      line-of-credit, an equipment purchase line-of-credit, a working capital
      line-of-credit, an automobile line-of-credit, and a fixed interest rate term
      loan.





·
            Reducing
                Revolving Line-of-Credit -- The current maturity date of our reducing
                revolving line-of-credit is March 31, 2008. The monthly reduction
                in
                availability is $26,690 with an interest rate of 6.70%. As of March
                31,
                2006, the outstanding balance on this line of credit was $1,896,275.71
                with $371,620 available funds.


·
            Equipment
                Purchase Line-of-Credit - The equipment purchase line-of-credit provides
                us with capital to purchase revenue producing equipment. The interest
                rate
                on this line of credit is prime (7.75% as of March 31, 2006). As of
                March 31, 2006, the outstanding balance on this line-of-credit was
                $0 with
                $750,000 available. This line of credit expires March 28,
                2007.


·
            Working
                Capital Line-of-Credit - The working capital line-of-credit provides
                capital to cover short-term cash flow needs. The interest rate on
                this
                line of credit is prime (7.75% as of March 31, 2006). As of March
                31,
                2006, the outstanding balance on this line-of-credit was $0 with
                $250,000
                available.


·
            Automobile
                Line-of-Credit - The automobile line-of-credit is to be used for
                purchasing corporate automobiles. The interest rate is the bank’s auto
                rate at the closing date. As of March 31, 2006, the outstanding balance
                on
                this line-of-credit was $0 with $150,000 available to be drawn
                down.


·
            Fixed
                Interest Rate Term Loan - On March 28, 2006, $584,771 was transferred
                from
                the equipment purchase line of credit to a fixed interest rate term
                loan
                with a maturity date of March 31, 2009. This loan requires 35 consecutive
                monthly payments of interest and principal of $8,904.71 each beginning
                April 30, 2006 and one principal and interest payment of $378,849.70
                to be
                made on March 30, 2009. The interest rate on the unpaid balance is
                7.15%.
                As of March 31, 2006, this loan had a balance of $584,771 and we
                were
                current on all payments.





The
      following table summarizes our banking lines-of-credit and term
      loans:





Credit
                Facility
            Interest
                Rate
            Amount
                Available as of March 31, 2006
            Balance
                outstanding as of March 31, 2006Reducing
                Revolving Line-of-Credit
            6.70%
            $371,620
            $1,896,275.71Equipment
                Purchase Line-of-Credit
            prime*
            $750,000
            $0.00Working
                Capital Line-of-Credit
            prime*
            $250,000
            $0.00Automobile
                Offering Line-of-Credit
            Variable
            $150,000
            $0.00Fixed
                Interest Rate Term Loan
            7.15%
            $0
            $584,771.00





*7.75%
      as
      of March 31, 2006.





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
      our
      majority shareholder and his wife as well as subordination of our debt
      obligations to the majority shareholder.





The
      agreement also requires us to meet certain financial covenants.





**FINANCIAL
      COVENANTS**





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




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




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




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




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




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




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





Our
      trailing twelve month debt service coverage ratio for the period ended March
      31,
      2006 is 1.72 : 1. We project this ratio to be greater than 1.33 for
      year-end.





As
      of
      March 31, 2006, our working capital ratio was 2.72.





As
      of
      March 31, 2006, our debt-to-equity ratio was 1.78.





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





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





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





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





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





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





**Seasonality**





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





**Off-Balance
      Sheet Arrangements**





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





**S
      Corporation Status**





We
      have
      elected to be taxed under the provisions of Subchapter S of the Internal Revenue
      Code. As such, we have not provided any income tax provision in the financial
      statements because, as an S corporation, net earnings and losses are
      passed-through to the shareholders. Provided below is a pro forma condensed
      consolidated income statement of earnings for the most recent fiscal year and
      subsequent interim period that depicts our financial results of operations
      to
      the extent that we would no longer meet the requirements of an S corporation.





**Pro
                Forma Condensed Consolidated Statements Of
                Earnings**YearEnded
            
            Three
                Months EndedDecember
                31,2005
            
            March
                31, 2006Revenues
            
            $4,086,560
            
            $1,181,137Cost
                of Sales
            
            1,954,803
            
            581,225Gross
                profit
            
            2,131,757
            
            599,912Selling
                , general and administrative expenses
            
            1,585,137
            
            444,923Operating
                Profit
            
            546,620
            
            154,989Other
                (Expense)
            
            (232,245)
            
            (59,577)Earnings
                before income taxes
            
            314,375
            
            95,412Income
                taxesCurrently
                payable
            
            0
            
            0Deferred
            
            122,195
            
            37,390122,195
            
            37,390Net
                Earnings
            
            $192,180
            
            $58,022BASIC
                Earnings per share
            
            $0.19
            
            $0.05Weighted
                average number of shares
            
            998,688
            
            1,084,167DILUTED
                Earnings per share
            
            $0.19
            
            $0.05Weighted
                average number of shares
            
            998,688
            
            1,084,167





We
      currently have three shareholders. We chose S Corporation status because the
      significant tax losses generated due to the equipment depreciation on a tax
      basis are passed through to the shareholders. This has allowed our shareholders
      to defer some personal taxes and invest those saving into the business. Current
      S corporation rules limit the number of shareholders allowed in an S corporation
      to 100 and only allow one class of stock. In the future, these limitations
      may
      limit our ability to raise equity funds and expand our operations. We do not
      feel these limitations are a significant risk to internally growing our current
      operations, however, we may miss out on a significant and/or sizable future
      acquisition opportunity if we could not raise enough equity capital within
      the
      constraints of S corporation rules.





Should
      we
      decide to change our tax status to that of a C-Corporation, it would not have
      an
      immediate impact on our financial condition, results of operations, or cash
      flows. If we curtailed our equipment purchases, we would incur tax liabilities
      at the then-current corporate tax rate.





**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.


Table
          of Contents
 Back
          to Top





**PART
      II - OTHER INFORMATION**





**ITEM
      1 - LEGAL PROCEEDINGS**





None





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





The
      Company did not sell any unregistered securities during the period covered
      by
      the report.




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





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


None





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


None





**ITEM
      5 - OTHER INFORMATION**


None





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





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





EXHIBIT
                NUMBER
            DESCRIPTION10.18*
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $750,000 dated March
                30,
                2005 of AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                and related documents.10.19*
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $2,534,795.71 dated
                March
                30, 2005 of AT&S Holdings, Inc. and American Trailer & Storage,
                Inc. and related documents.10.20*
            Change
                in Terms Agreement between AT&S Holdings, Inc. and American Trailer
                & Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to
                the promissory note in the principal amount of $250,000 dated March
                30,
                2005 of AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                and related documents.10.21*
            Business
                Loan Agreement between AT&S Holdings, Inc. and American Trailer &
                Storage, Inc. and Bank of the West dated March 28, 2006 relating
                to the
                promissory note in the principal amount of $584,771 dated March 38,
                2006
                of AT&S Holdings, Inc. and American Trailer & Storage, Inc. and
                related documents.10.22*
            Promissory
                Note from AT&S Holdings, Inc. and American Trailer & Storage, Inc.
                to Bank of the West dated March 28, 2006 in the principal amount
                of
                $584,771 dated March 38, 2006.31.1
            Certification
                of Chief Executive Officer pursuant to rule 15a-14(a)31.2
            Certification
                of Principal Financial and Accounting Officer pursuant to
                Rule 15d-14(a).32.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section
                1350.32.2
            Certification
                of Principal Financial and Accounting Officer pursuant to 18 U.S.C.
                Section 1350.


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


*
      Previously filed with the Commission.





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





None





Table
          of Contents
 Back
          to Top





**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.August 15,
                2006
            
            //s//
                Richard G. HonanRichard
                G. Honan, Chief Executive Officer and Chairman of the Board of
                Directors
              (PRINCIPAL
                EXECUTIVE OFFICER)August 15,
                2006
            
            //s//
                Richard G. Honan, IIRichard
                G. Honan II, Chief Financial Officer, Director and President
              (PRINCIPAL
                ACCOUNTING OFFICER)