UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10-QSB



|[x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 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 Trafficway   
|-----------------------------
|                             
|Kansas City, Missouri 64129  
|_____________________________
|                             
|(Address of Principal or     
|Executive 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



5/13/2004          Common stock - $ .001 par value             984,167



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

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























AT&S HOLDINGS, INC.



TABLE OF CONTENTS





|PART I - FINANCIAL INFORMATION                                                                                             |  |     
|-------------------------------------------------------------------------------------------------------------------------- |  | ----
|ITEM 1  CONDENSED FINANCIAL STATEMENTS:                                                                                   |  | Page
|Condensed Consolidated Balance Sheets as of December 31, 2004 and March 31, 2005 (unaudited)                               |  | 1   
|                                                                                                                           |  |     
|Condensed Consolidated Statements of Operations for the three ended March 31, 2005 (unaudited) and 2004 (unaudited)        |  | 3   
|                                                                                                                           |  |     
|Condensed Consolidated Statements of Stockholders Equity as of March 31, 2005 (unaudited)                                 |  | 4   
|                                                                                                                           |  |     
|Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 (unaudited) and 2005 (unaudited) |  | 5   
|                                                                                                                           |  |     
|Notes to Condensed Consolidated Financial Statements                                                                       |  | 6   
|                                                                                                                           |  |     
|ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS Of FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             |  | 7   
|                                                                                                                           |  |     
|ITEM 3  CONTROLS AND PROCEDURES                                                                                           |  |     
|                                                                                                                           |  |     
|PART II - OTHER INFORMATION                                                                                                |  |     
|ITEM 1 - LEGAL PROCEEDINGS                                                                                                 |  | 14  
|ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                         |  | 14  
|ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                                                                   |  | 14  
|ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                               |  | 14  
|ITEM 5 - OTHER INFORMATION                                                                                                 |  | 14  
|ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                                                                  |  | 14  
|SIGNATURES                                                                                                                 |  | 14  















































PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS:



AT&S HOLDINGS, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2004 AND MARCH 31, 2005 (unaudited)



ASSETS:

|                                | December 31, 2004 |  | March 31, 2005
|------------------------------- | ----------------- |  | --------------
|                                | (Audited)         |  | (Unaudited)   
|CURRENT ASSETS                  |                   |  |               
|Cash                            | $55,690           |  | $26,106       
|Accounts and notes receivable   |                   |  |               
|Customers                       | 524,530           |  | 384,123       
|Other                           | 7,987             |  | 5,969         
|                                | 532,517           |  | 390,092       
|Allowance for doubtful accounts | 63,600            |  | 63,600        
|                                | 468,917           |  | 326,492       
|Inventory                       | 9,255             |  | 26,544        
|Prepaid expenses                | 152,434           |  | 131,858       
|Total Current Assets            | 686,296           |  | 511,000       
|                                |                   |  |               

|PROPERTY AND EQUIPMENT - AT COST
|--------------------------------
|                                
|Revenue equipment               
|4,011,756                       
|                                
|4,021,773                       

|Delivery equipment                | 212,376    |  | 212,376   
|--------------------------------- | ---------- |  | ----------
|Vehicles                          | 264,479    |  | 244,036   
|Information systems and equipment | 198,406    |  | 202,092   
|Office equipment                  | 19,238     |  | 20,222    
|Leasehold improvements            | 66,011     |  | 66,011    
|                                  | 4,772,266  |  | 4,766,510 
|Accumulated depreciation          | 1,397,584  |  | 1,455,075 
|                                  | 3,374,682  |  | 3,311,435 
|OTHER ASSETS                      |            |  |           
|Deposits                          | 10,110     |  | 10,110    
|                                  |            |  |           
|Deferred loan fees                | 50,000     |  | 50,000    
|Accumulated amortization          | 23,252     |  | 26,566    
|                                  | 26,748     |  | 23,434    
|                                  | 36,858     |  | 33,544    
|Total Assets                      | $4,097,836 |  | $3,855,979

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-1-

LIABILITIES AND STOCKHOLDERS' EQUITY:

|CURRENT LIABILITIES:                                 | December 31, 2004 |  | March 31, 2005
|---------------------------------------------------- | ----------------- |  | --------------
|                                                     | (Audited)         |  | (Unaudited)   
|Current maturities of long-term debt - related party | $26,066           |  | -             
|Current maturities of long-term debt - other         | 296,207           |  | 324,942       
|Accounts payable                                     |                   |  |               
|Trade                                                | 275,977           |  | 136,805       
|Sales tax payable                                    | 28,220            |  | 30,391        
|                                                     | 304,197           |  | 167,196       
|Accrued liabilities                                  |                   |  |               
|Salaries                                             | 10,451            |  | 16,866        
|Payroll taxes and other                              | 1,013             |  | 1,290         
|Interest payable                                     | 10,072            |  | 3,627         
|Security deposits                                    | 500               |  | 500           
|Property taxes                                       | -                 |  | 2,250         
|Defined contribution plan payable                    | 5,801             |  | -             
|                                                     | 27,837            |  | 24,533        
|Total Current Liabilities                            | 654,307           |  | 516,671       
|                                                     |                   |  |               
|LONG-TERM DEBT, less current maturities              |                   |  |               
|Related party                                        | 393,761           |  | 393,761       
|Other                                                | 2,297,013         |  | 2,227,696     
|                                                     | 2,690,774         |  | 2,621,457     
|                                                     |                   |  |               
|COMMITMENTS                                          | -                 |  | -             
|                                                     |                   |  |               
|STOCKHOLDERS' EQUITY:                                |                   |  |               
|Common stock - authorized 30,000,000 shares of       |                   |  |               
|$.001 par value; issued and outstanding              |                   |  |               
|984,167 shares  and 272,774                          | 984               |  | 984           
|Additional paid-in capital                           | 1,031,790         |  | 1,031,790     
|Accumulated deficit                                  | (280,019)         |  | (314,923)     
|                                                     | 752,755           |  | 717,851       
|Total Liabilities and Stockholders Equity           | $4,097,836        |  | $3,855,979    



The accompanying Notes to Financial Statements are an integral part of these financial statements.











-2-







AT&S HOLDINGS, INC.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 (unaudited) AND 2005 (unaudited)



| | THREE MONTHS ENDED (unaudited)
| | ------------------------------

|                                             | March 31,
2004 | March 31,
2005
|-------------------------------------------- | -------------- | --------------
|REVENUE:                                     |                |               
|Equipment sales                              | $80,215        | $160,300      
|Equipment rental                             | 479,610        | 426,447       
|Drayage                                      | 93,244         | 110,223       
|Maintenance                                  | -              | 5,797         
|Other                                        | 12,900         | 8,994         
|Total revenue                                | 665,969        | 711,761       
|                                             |                |               
|COST OF SALES:                               |                |               
|Equipment                                    | 54,118         | 80,149        
|Equipment rental                             | 144,966        | 74,743        
|Depreciation                                 | 64,910         | 76,374        
|Drayage                                      | 61,529         | 83,834        
|Maintenance                                  | 2,227          | 4,958         
|Total cost of sales                          | 327,750        | 320,058       
|Gross profit                                 | 338,219        | 391,703       
|                                             |                |               
|COSTS AND EXPENSES:                          |                |               
|Selling, general and administrative expenses | 329,411        | 346,882       
|Depreciation expense                         | 26,024         | 21,986        
|                                             | 355,435        | 368,868       
|Operating profit (loss)                      | (17,216)       | 22,835        
|                                             |                |               
|OTHER INCOME (EXPENSE):                      |                |               
|Interest  expense  related party            | (19,474)       | (15,848)      
|Interest  expense  other                    | (33,115)       | (43,359)      
|Gain on sale of non-revenue equipment        | (5,603)        | 451           
|Other income (expense)                       | 5,584          | 1,017         
|                                             | (52,608)       | (57,739)      
|                                             |                |               
|Net income (loss)                            | $   (69,824)   | ($34,904)     
|                                             |                |               
|BASIC net earnings (loss) per share          | ($0.07)        | ($0.04)       
|Weighted average shares outstanding          | 984,167        | 984,167       
|                                             |                |               
|DILUTED net earnings (loss) per share        | ($0.07)        | ($0.04)       
|Weighted average shares outstanding          | 984,167        | 984,167       
|                                             |                |               



The accompanying Notes to Financial Statements are an integral part of these financial statements.

-3-







AT&S HOLDINGS, INC.



CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

MARCH 31, 2005 (unaudited)











| |              |            |  |      
| | ------------ | ---------- |  | -----
| |              |            |  |      
| | Common Stock | Additional |  | Total

|                                    |         |        | Paid-in    | Accumulated | Stockholders'
|----------------------------------- | ------- | ------ | ---------- | ----------- | -------------
|                                    | Shares  | Amount | Capital    | Deficit     | Equity       
|                                    |         |        |            |             |              
|Balance at January 1,
 2005         | 984,167 | $984   | $1,031,790 | $(280,019)  | $   752,755  
|                                    |         |        |            |             |              
|Net loss for the period             | -       | -      | -          | (34,904)    | (34,904)     
|                                    |         |        |            |             |              
|Balance at March31,2005 (unaudited) | 984,167 | $984   | $1,031,790 | $(314,923)  | $717,851     
|                                    |         |        |            |             |              





The accompanying Notes to Financial Statements are an integral part of these financial statements.

















































-4-

















AT&S HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2004 (unaudited) AND 2005 (unaudited)



| | THREE MONTHS ENDED (unaudited)
| | ------------------------------

|                                                                                              | March 31, 2004 | March 31, 2005
|--------------------------------------------------------------------------------------------- | -------------- | --------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                         |                |               
|Net earnings (loss)                                                                           | ($69,824)      | ($34,904)     
|Adjustments to reconcile net earnings (loss) to cash provided (used) by operating activities: |                |               
|Gain on sale of equipment                                                                     | (3,109)        | (55,713)      
|Depreciation                                                                                  | 90,934         | 98,360        
|Provision for losses on accounts receivable                                                   | 3,418          | 1,172         
|Change in operating assets (liabilities):                                                     |                |               
|(Increase) decrease in accounts and notes 
        receivable                                 | 79,128         | 141,253       
|(Increase) decrease in prepaid expenses                                                       | 66,380         | 3,287         
|(Increase) decrease in deferred loan fees (net)                                               | 3,612          | 3,314         
|Increase (decrease) in accounts payable and
         accrued liabilities                      | (45,480)       | (140,305)     
|Net cash and cash equivalents provided by operating activities                                | 125,059        | 16,464        
|                                                                                              |                |               
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                         |                |               
|(Increase) decrease in deposits                                                               | -              | -             
|Proceeds from sale of equipment                                                               | 45,367         | 128,050       
|Purchase of property and equipment                                                            | (540,362)      | (107,450)     
|Net cash and cash equivalents provided (used) in investing activities                         | (494,995)      | 20,600        
|                                                                                              |                |               
|                                                                                              |                |               
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                         |                |               
|Proceeds from new financing                                                                   | 403,650        | 66,792        
|Principal payments on long-term debt                                                          | (231,219)      | (133,440)     
|Sub S distributions                                                                           | -              | -             
|                                                                                              |                |               
|Net cash and cash equivalents provided (used in) financing activities                         | 172,431        | (66,648)      
|                                                                                              |                |               
|INCREASE (DECREASE) IN CASH                                                                   | (197,505)      | (29,584)      
|Cash - beginning of period                                                                    | 242,714        | 55,690        
|                                                                                              |                |               
|Cash - end of period                                                                          | $45,209        | $  26,106     
|                                                                                              |                |               
|Interest paid during the period:                                                              |                |               
|Related party                                                                                 | $19,581        | $15,934       
|Other                                                                                         | $32,081        | $46,212       
|Total interest                                                                                | $51,662        | $62,146       

The accompanying Notes to Financial Statements are an integral part of these financial statements.





-5-









AT&S HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2004 (unaudited) and 2005 (unaudited)



ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION



ORGANIZATION. AT&S Holdings, Inc. (the Company or AT&S), was formed on December 10, 2003 under the laws of the State of Nevada.  The Company was formed by the shareholders of American Trailer & Storage, Inc. (American Trailer) to serve as a holding company for American Trailer.



American Trailer (a Missouri Corporation) was incorporated on May 12, 1994 and was organized for the purpose of buying, selling and leasing transportation and portable storage equipment. On December 9, 2003, the name was changed from Financial Credit Corporation.



On December 31, 2003, the Company entered into an exchange agreement with American Trailer in which 100% of American Trailers outstanding common stock shares were exchanged for 984,167 shares of the Companys shares.  Subsequent to this transaction, AT&S became the parent company of American Trailer.



As defined in Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations,the above exchange is not considered a business combination.  The assets and liabilities of American Trailer were initially recognized at their carrying amount in accordance with SFAS 141, Appendix D, paragraph 12 and 18.



The Company has filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission, whereby 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 purchases 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.  The Company has begun offering the shares but has not issued any such securities as of May 13, 2005.  There can be no assurance that the Company will be successful in selling the shares to the public.



The Company also 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 purchase of revenue equipment. The Commission has not declared the registration statement effective as of May 12, 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 Securities and Exchange Commission will declare the offering effective.



INTERIM FINANCIAL STATEMENTS.  The Company is providing herein the unaudited historical financial statements of AT&S HOLDINGS, INC. as of March 31, 2005, and for the three months ended March 31, 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 Annual Report to Shareholders on Form 10KSB as filed with the Securities and Exchange Commission.

-6-

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 periods ended March 31, 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.



FORWARD-LOOKING STATEMENTS



THIS FORM 10QSB 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.



|ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|----------------------------------------------------------------------------------------------
|                                                                                              



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 10QSB and in our annual report to shareholders on Form 10KSB.

Overview

Our company, AT&S Holdings, Inc., was formed on December 26, 2003 under the laws of the State of Nevada. Our Company was formed by the shareholders of American Trailer & Storage, Inc. to serve as its parent company.   American Trailer & Storage, Inc. was formed on May 15, 1994 under the laws of the State of Missouri under the name Financial Credit Corporation.  On December 9, 2003 the name was officially changed to American Trailer & Storage, Inc.  Financial Credit Corporation conducted business under the fictitious names of Commercial Trailer and American Trailer & Storage.  American Trailer & Storage, Inc. 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 our companys Board of Directors (AT&S) approved and completed a stock exchange agreement with American Trailer & Storage, Inc.  The Board of Directors, Officers and shareholders of AT&S and American Trailer & Storage, Inc. were identical at the date of the transaction and therefore the companies were under common control.  The exchange agreement provided for our company (AT&S) to issue 984,167 shares of its common stock for 100% of the outstanding shares of American Storage & Trailer, Inc.  Subsequent to that transaction, our company (AT&S) became the parent of American Trailer & Storage, Inc.  Our managements discussion and analysis of financial condition and results of operations discusses the historical operations of our subsidiary (American Trailer & Storage, Inc.) prior to December 31, 2003.  We formed the new holding company and entered into the exchange agreement because we believe Nevada is a more corporate friendly environment for our holding company and the holding company structure will

provide our company with more flexibility in the future as we expand our operations.



We are a provider of portable storage and transportation solutions through our rental fleet of over 1,700 portable storage and transportation units through our subsidiary American Trailer & Storage, Inc. 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.

-7-

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, to handle peaks in shipping cycles and to transport material to and from customers or their construction job sites. Our largest customer, Wal-Mart, constituted 21.7% of our revenues in 2004.  During the three months ended March 31, 2005, Wal-Mart represented 18.6% of our revenues. 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.  Our second largest customer, Mobile Storage Group (MSG), accounted for 8.8% of our revenues in 2004. For the three months ended March 31, 2005, MSG represented 10.4% of our revenues. MSG rents equipment from AT&S 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 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-$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.



We primarily obtain our portable storage units by purchasing new and used ocean-going containers from the international shipping industry 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.



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.



Three months ended March 31, 2005 versus March 31, 2004



Revenues totaled $712,000 for the three months ended March 31, 2005.  The increase of $46,000 versus the same period in 2004 represents a 6.9% increase.  Approximately 77.5%, of total revenues were derived from equipment rental and related service revenues (delivery, pick-up, maintenance revenues, etc.).  Approximately 2.5%, or $160,000, of total revenues was derived from the sale of equipment, compared to $80,000, or 12.0% of total revenues during the same period in 2004.  A significant increase in demand for equipment purchases from companies in varied industries is primarily responsible for the increase the sales of equipment.



The company generated rental revenues of $426,000 during the three month period ending March 31, 2005, versus $480,000 during the same period in 2004.  The decrease in rental revenue of $53,000, or 11.1%, was a result of the company had fewer over-the-road type equipment rented during the period versus the previous year due to the companys decision to focus on renting storage and cartage type equipment.   Although the storage and cartage type equipment generate less revenue per unit, the gross

margins are higher.  We experienced a general increase in rental demand for our storage and cartage type products and we expect this trend to continue.  Drayage (trucking) revenue increased $17,000, or 15.5%, to $110,000 during the three-month period versus the previous year.  This increase is due to the increase in rental activity of storage and cartage type equipment which customers generally do not have the equipment to pick-up or deliver themselves versus the over-the-road type equipment, which customers generally do provide their own trucking.  We anticipate that drayage rates will hold steady.

-8-



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 increased $1,900, or 14.7% due primarily to a general increase in repair charges for customer damages to equipment.



Cost of sales for the three months ended March 31, 2005 totaled $320,000, a decrease of 2.3%, as compared to the same period 2004.  Cost of sales represented 45.0% of total revenues for the period versus 49.2% during the same period 2004.  The cost of equipment sold increased $26,000 or 48.1% due to the increase in equipment sales.  Gross margins on equipment sales increase from 32.5% to 50.0% 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 and steel prices remain high.  Equipment rental expense, which includes routine rental fleet maintenance not charged to customers, rent paid to third parties for equipment re-rented to our customers, and licensing and titling fees, decreased by $70,000, or 48.4%, for the period. The decrease was primarily due to the decrease in number of over-the-road semi-trailers rented from third parties and then rented to customers in the trucking industry versus the same period in 2004.  The company expects to lower this expense in aggregate and as a percentage of overall revenue by purchasing suitable semi-trailers when available to replace those rented from third parties and to continue focusing on storage and cartage type equipment, which requires less maintenance.



Depreciation expense will increase as a result of purchasing more equipment to replace equipment rented from third parties, but the overall costs of goods sold will be reduced as monthly depreciation expenses are much less than rental expenses of similar equipment.  Depreciation expenses increased $11,000, or 17.7%, due to an increase of owned units in the rental fleet.  Drayage expenses increased $22,000, or 36.3% during the period due to the increase in drayage revenues and increased fuel, labor rates, and trucking rates paid to third parties for drayage of company equipment.  Drayage expenses will likely further increase during the upcoming 12 months due to rising fuel expenses, however, the company purchased two additional tractors at the end of the period and this should result in a reduction in expenses as the company will likely reduce the amount spent on tractor rental and third party trucking expenses.  The companys three semi-tractors do not typically require significant repair expenses.



Gross profits increased by $53,000, or 15.8%, during the three months ended March 31, 2005 versus 2004, representing 55.0% of total revenues and totaling $392,000.  As the availability of new and used shipping containers decreases, the company will continue to be able to command higher prices for our equipment, however, this will also cause the company to pay higher prices for its equipment sold.  The companys focus on renting cartage and storage equipment versus over the road equipment should also keep gross margins above 55%.  The company anticipates that the gross margin will remain between 55 to 60% for the remainder of 2005.



Operating expenses increased $13,000, or 3.8%, during the three month period ended March 31, 2005 versus the same period in 2004.  Operating expenses represented 51.8% of total revenues versus 53.4%.  The increase is primarily due to an increase in salaries, health insurance, rent (due to the expanded fleet size) and an increase in advertising.  Depreciation expense decreased by $4,000, or 15.5% due to an increase in the age and a decrease in the number of company automobiles.  The company expects operating expenses to be under 45% of total revenues for 2005, as we plan to increase the number of rental units in the fleet and the number of units on rent at any given time, without marginally increasing operating expenses.  The remaining three quarters will likely see increased revenues, as in years past, and the company is not likely to significantly increase monthly operating expenses beyond first quarters level.



Interest expense increased  $7,000 or 12.6%, during the three months ended March 31, 2005 versus the same period in 2004 to $59,000.  Interest expense constituted 8.3% of total revenues versus 7.9% in the first three months of 2004.  This increase is primarily due to a increase the amount of bank debt lent to the company for purchases of new equipment and to an increase in interest rates on our lines of credit.  The company expects interest expenses to increase as it expands its fleet through and increases borrowing.                                                               -9-



The company had a net loss of $35,000 for the three-month period ended March 30, 2005 versus $70,000 for the same period in 2004.  Net losses represented -4.9% of total revenues for the period versus -10.5% of total revenues during the same period in 2004.  The main reason for the decrease in losses is the decrease in the cost of goods as described in that section above and the resulting increase in gross profits.  The company anticipates a positive net income for 2005 as gross profits historically increase each quarter and operating expenses should remain relatively stable.



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 eighteen months, our rental fleet of owned equipment has grown by approximately 20%.  Additionally, weve sold older rental equipment and replaced those sold with newer units.  Purchases of new equipment have primarily been funded through cash generated from operations and borrowing from our bank a collateralized basis.

The note payable to the majority shareholder, of $393,761 at March 31, 2005 and $419,827 at December 31, 2004 is subordinate to the bank loan. This loan 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 March 15, 2005.  The amended agreement requires monthly payments of interest only and the principal amount is due April 15, 2006.



Three months ended March 31, 2005 versus March 31, 2004



Operating Activities:Cash provided by operating activities for the three-month period ended March 31, 2005 was approximately $16,000 compared to $125,000 during the same period in 2004.  The decrease is mainly due to a decrease in payables and accrued liabilities of $140,000.  We expect that operating activities will continue to be a source of cash during the remainder of 2005.



Investing Activities:Net cash provided by investing activities during the period was approximately $21,000.  This was the result of the purchase of $107,000 of equipment and proceeds from the sale of equipment of $128,000.  This compares to approximately $495,000 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, $45,000 versus $540,000 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 $300,000 during the remainder of 2005.



Financing Activities:Net cash used by financing activities was $67,000 during the period versus $172,000 provided during the same period in 2004.  Approximately $67,000 was provided from proceeds of new financing used to supplement the purchase of equipment from cash generated from operations.  Approximately $133,000 was used to pay down principle of long-term senior and subordinated debt.  The company anticipates 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.



Banking Arrangements

On September 18, 2003, American Trailer refinanced most of its debt obligations with a $2.0 million bank loan. On January 5, 2004 this note was changed from a promissory note to a reducing revolving line of credit.  On March 30, 2005, the Company again refinanced this revolving line of credit as explained below.

-10-

In addition, American Trailer entered into two lines of credit arrangements with the same bank, with interest of prime plus .75% (6.5% at March 31, 2005) on advances, both of which originally matured on April 15, 2004.  The maturity dates have been subsequently extended twice. On April 23, 2004 the maturity dates of these lines of credit were originally extended to April 15, 2005.  On  March 30, 2005 they were further extended to March 30, 2006.  The first line of credit arrangement in the amount of $500,000 is to be used for the purchase of revenue equipment.  This arrangement increased to $650,000 on November 29, 2004.  There were no advances on this line of credit at March 31, 2005.



The second line of credit in the amount of $250,000 is to be used for working capital purposes.  There were no advances on this line of credit at March 31, 2005.



On April 23, 2004 the advances of $164,305 and additional borrowings in fiscal 2004 were transferred to the reducing revolving line of credit, and 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%.



In addition, on March 30, 2005 the company 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 have a minimum debt service coverage ratio of 1.1 through December 31, 2003 and 1.25 thereafter.  This is to be calculated as EBITDA divided by CMLTD plus interest expense.  EBITDA is defined as earnings before interest, taxes, depreciation, and amortization and CMLTD is defined as current maturities of long-term debt, less current maturities of subordinated debt.



On April 23, 2004 the bank established that American Trailer was to maintain a positive working capital ratio and would exclude the equipment line of credit balance from this calculation.  On March 30, 2005 the ratio requirements were changed to also exclude the current maturities of subordinated debt from the ratio.



The maximum debt to net worth ratio of 4:1 is to be calculated as Total Liabilities less subordinated debt to Total Net Worth plus subordinated debt. This will be reviewed and tested annually from audited financial statements. There were no changes in this requirement on March 30, 2005.



In addition, there are other requirements with respect to the timely submission of financial statements and tax returns to the lender.  The Company was in compliance with all covenants as of the required measurement dates of December 31, 2004.



FINANCIAL COVENANTS

Per the terms of our business loan agreements, the company 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 Borrowers Net Operating Income (Net Income + Depreciation + Amortization + Interest Expense) divided by Borrowers Required principal payments (or Prior year CMLTD) + Interest Expense.  This coverage ratio will be evaluated as of year-end.

-11-





To be calculated as 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) + 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.  Tested annually from audited financial statements.



2.    Debt / Worth ratio.  Maintain a ratio of Debt / Worth not in excess of 4.000 to 1.000.  The ratio Debt / Worth means Borrowers Total Liabilities (less any subordinated debt) divided by Borrowers Tangible Net Worth (plus any subordinated debt).  This leverage ratio will be evaluated as of year-end.



3.  Maintain a positive working capital ratio.

Should the company not meet the required covenants or ratios, the terms of the business loan agreement state that the company would be in default of the agreement and at Lenders option all indebtedness immediately will be due and payable.



The companys trailing twelve month debt service coverage ratio for the period ended March 31, 2005 is 1.45 : 1.  The company projects this ratio to be greater than 1.33 for year-end.



As of March 31, 2005 the companys working capital ratio was 2.67.



As of March 31, 2005 the companys debt-to-equity ratio was 2.47.



The company is 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 the Companys audited year-end financial statements.



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



The 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.



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.





-12-

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.  The company expects this trend to continue.



Off-Balance Sheet Arrangements



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



Critical Accounting Policies and Estimates



Our significant accounting policies are disclosed in Note B to our audited financial statements included in the Companys registration Statement on Form SB-2 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.





PART II - OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS



None



ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS



The Company filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission, whereby 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.  As of the date of filing of this Form 10QSB no shares have been sold.



The Company also 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 purchase of revenue equipment. The Commission has not declared the registration statement effective as of May 12, 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 Securities and Exchange Commission will declare the offering effective.







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 | DESCRIPTION                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                   
|               |                                                                                                               
|31.2           | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|               |                                                                                                               
|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



SIGNATURES

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

|AT&S HOLDINGS, INC. |  |                                                                                                               
|------------------- |  | --------------------------------------------------------------------------------------------------------------
|May 13, 2005        |  | /s/ Richard G. Honan                                                                                          
|                    |  | Richard G. Honan, Chief Executive Officer and Chairman of the Board of Directors
(PRINCIPAL EXECUTIVE OFFICER)
|May 13, 2005        |  | /s/ Richard G. Honan II                                                                                       
|                    |  | Richard G. Honan II, Chief Financial Officer, Director and Secretary
(PRINCIPAL ACCOUNTING OFFICER)