<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        INFORMATION SPECIFIED FORM 10-Q/A
                          (see explanatory note below)

                                 AMENDMENT NO. 1

(Mark one)
[   ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2004

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

         For the transition period from _______________ to ________________

                        COMMISSION FILE NUMBER 333-43335

                                  AIRXCEL, INC.
             (Exact name of Registrant as specified in its charter)

                       Delaware                         48-1071795
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization)          Identification Number)

                 3050 North Saint Francis, Wichita, Kansas 67219
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (316) 832-3400
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed, since last year)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such 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 [XX] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

              1,000 shares of Common Stock as of September 30, 2004

<PAGE>

                                EXPLANATORY NOTE

The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q
for the for the quarterly period ended September 30, 2004 in order to update its
disclosure regarding the Company's internal disclosure controls and procedures.
Additionally, in connection with the filing of Amendment No. 1 and pursuant to
SEC rules, the Company is including certain currently dated certifications. This
information is provided solely to comply with the obligation contained in the
indenture agreement governing the Company's Senior Subordinated Notes.

                                       2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                                  AIRXCEL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   September 30, 2004    December 31, 2003
                                                                   ------------------    -----------------
                                                                       (Unaudited)            (Note 1)
<S>                                                                <C>                   <C>
ASSETS
Current assets:
   Cash and cash equivalents                                            $    223              $     33
   Accounts receivable, net of allowances for doubtful accounts
       of $497 and $550, in 2004 and 2003, respectively                   17,736                13,472
   Inventories                                                            25,457                19,811
   Deferred income taxes                                                   2,402                 2,533
   Other current assets                                                      539                   409
                                                                        --------              --------
       Total current assets                                               46,357                36,258
                                                                        --------              --------
Deferred income taxes                                                      1,561                 2,233
Property, plant and equipment, net                                        15,120                15,906
Loan financing costs, net                                                  1,279                 1,583
Other identifiable intangible assets, net                                  1,479                 1,645
Goodwill and other indefinite lived intangible assets                     15,873                15,873
Notes receivable from Holdings                                             3,447                 3,447
                                                                        --------              --------
       Total assets                                                     $ 85,116              $ 76,945
                                                                        ========              ========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current liabilities:
   Current portion of long-term debt                                    $     71              $     64
   Cash overdraft                                                          5,192                    --
   Accounts payable                                                       11,520                 7,021
   Warranty reserve                                                        2,718                 2,186
   Accrued interest                                                        3,327                 1,243
   Accrued payroll                                                         3,534                 2,620
   Income tax payable                                                        845                   631
   Accrued expenses and other current liabilities                          3,107                 2,386
                                                                        --------              --------
       Total current liabilities                                          30,314                16,151
                                                                        --------              --------
Pension liability                                                          2,421                 2,394
Long-term debt, less current portion                                      84,287                94,884

Commitments and contingencies

Stockholder's equity (deficiency):
   Common stock                                                                1                     1
   Additional paid-in capital                                             27,322                27,322
   Accumulated deficit                                                   (57,813)              (62,391)
   Accumulated other comprehensive loss                                   (1,416)               (1,416)
                                                                        --------              --------
       Total stockholder's equity (deficiency)                           (31,906)              (36,484)
                                                                        --------              --------
     Total liabilities and stockholder's equity (deficiency)            $ 85,116              $ 76,945
                                                                        ========              ========
</TABLE>

                             See accompanying notes.

                                       3

<PAGE>

                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three Months Ended      Nine Months Ended
                                                   September 30,          September 30,
                                               --------------------    --------------------
                                                 2004        2003        2004        2003
                                               --------    --------    --------    --------
<S>                                            <C>         <C>         <C>         <C>
Net sales                                      $ 49,683    $ 44,155    $143,635    $124,062
Cost of sales                                    40,518      35,247     115,595      99,713
                                               --------    --------    --------    --------
   Gross profit                                   9,165       8,908      28,040      24,349
Selling, general and administrative expense       4,393       3,941      12,784      11,783
                                               --------    --------    --------    --------
   Income from operations                         4,772       4,967      15,256      12,566
Interest expense, net                             2,507       2,667       7,773       8,100
Premium on bond repurchase                          367          --         367          --
Other expense, net                                   16          43         130          54
                                               --------    --------    --------    --------
   Income before income tax expense               1,882       2,257       6,986       4,412
Income tax expense                                  622         867       2,408       1,705
                                               --------    --------    --------    --------
   Net income                                  $  1,260    $  1,390    $  4,578    $  2,707
                                               ========    ========    ========    ========
</TABLE>

                             See accompanying notes.

                                       4

<PAGE>

                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                          ------------------------------
                                                          September 30,    September 30,
                                                              2004             2003
                                                          -------------    -------------
<S>                                                       <C>              <C>
Cash flows from operating activities:
   Net income                                             $       4,578    $       2,707
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                              2,292            2,293
       Amortization of financing costs                              354              347
       Amortization of premium on bond repurchase                   367               --
       Deferred income taxes                                        803            1,465
       Provision for bad debts                                      153              144
       Loss on sale of property, plant and equipment                 63               34
       Changes in operating assets and liabilities:
         Accounts receivable                                     (4,417)          (4,905)
         Inventories                                             (5,646)           2,727
         Other assets                                              (130)            (145)
         Accounts payable                                         4,499               (7)
         Accrued expenses and other liabilities                   4,492            2,881
                                                          -------------    -------------
           Net cash provided by operating activities              7,408            7,541
                                                          -------------    -------------

Cash flows from investing activities:
   Proceeds from sale of property, plant and equipment                4               45
   Capital expenditures                                          (1,361)            (700)
   Purchase of notes receivable from Holdings                        --           (3,447)
   Other                                                            (46)              (1)
                                                          -------------    -------------
           Net cash used in investing activities                 (1,403)          (4,103)
                                                          -------------    -------------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                     135,534          111,140
   Principal payments on long-term debt                        (146,124)        (115,792)
   Cash overdraft                                                 5,192            1,506
   Financing costs incurred                                         (50)             (92)
   Premium on bond repurchase                                      (367)              --
   Dividend to parent                                                --               (5)
                                                          -------------    -------------
           Net cash used in financing activities                 (5,815)          (3,243)
                                                          -------------    -------------

  Net increase in cash and cash equivalents                         190              195
  Cash and cash equivalents at beginning of period                   33              179
                                                          -------------    -------------
  Cash and cash equivalents at end of period              $         223    $         374
                                                          =============    =============
</TABLE>

                             See accompanying notes.

                                       5

<PAGE>

                         AIRXCEL, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                     ------------------------------
                                                                     September 30,    September 30,
                                                                         2004             2003
                                                                     -------------    -------------
<S>                                                                  <C>              <C>
Supplemental non-cash financing information:
    Basis reduction of certain assets related to Holdings taxable
       income on note purchase recorded as a non-cash
       distribution and a decrease in deferred income taxes.         $          --    $       1,471
                                                                     =============    =============
</TABLE>

                                       6

<PAGE>

                                  AIRXCEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION:

      The accompanying interim consolidated financial statements have not been
audited but reflect normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position and results of operations and cash flows for the interim periods
presented in accordance with accounting principles generally accepted in the
United States for interim financial information and Article 10 of Regulation
S-X. The year-end condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
accounting principles generally accepted in the United States. These interim
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes therein for the fiscal year ended December
31, 2003 included in the Company's Form 10-K filed with the Securities and
Exchange Commission on March 26, 2004. The results of operations for any interim
period are not necessarily indicative of results for the full year or for any
quarter.

2.    ORGANIZATION AND BUSINESS:

      Airxcel, Inc. (the "Company") is a wholly-owned subsidiary of Airxcel
Holdings Corporation (Holdings); formerly known as RV Holdings Corporation. The
Company is a diversified designer, manufacturer and marketer of air
conditioners, furnaces, water heaters, cooking appliances and low-voltage
refrigeration compressors for the recreation vehicle industry, and wall mount
air conditioners, environmental control units and heat pumps for the heating,
ventilating and air conditioning industry in the United States, Canada and
certain international markets. The recreation vehicle industry is supplied by
its RV Products division and Suburban Manufacturing Company while the heating,
ventilating and air conditioning industry is supplied by the Marvair division,
formerly Crispaire division. Due to the similarities of the economic
characteristics, production processes, customers, distribution methods and
regulatory environment of the company's products, the Company is managed,
operated and reported as one segment.

      A significant part of the Company's operations are directly dependent upon
the conditions in the highly cyclical RV industry, highly competitive
telecommunications industry and the commercial and public construction industry.
Companies within these industries, including the Company's largest customers,
are subject to volatility in operating results due to external factors such as
economic, demographic and political changes. These factors include seasonal
factors, fuel availability and fuel prices, overall consumer confidence and
general economic conditions, the level of discretionary consumer spending,
government regulation, interest rates and unemployment.

                                       7

<PAGE>

3.    INVENTORIES:

      Inventories consist of the following:

<TABLE>
<CAPTION>
                   September 30, 2004    December 31, 2003
                   ------------------    -----------------
<S>                <C>                   <C>
Raw materials           $ 13,012              $  8,744
Work-in-process            2,293                 2,013
Finished goods            10,152                 9,054
                        --------              --------
                        $ 25,457              $ 19,811
                        ========              ========
</TABLE>

4.    NOTES RECEIVABLE FROM HOLDINGS:

      On February 19, 2003, the Company purchased certain notes from the holders
for an aggregate purchase price of $3,447 due from Holdings which mature
November 2008. Although the Company may determine to distribute the notes to
Holdings, subject to compliance with the Company's credit facility, senior
subordinated notes and other debt agreements, the Company does not anticipate
this will occur in the foreseeable future.

5.    WARRANTY RESERVE:

      The Company offers a one to five year warranty for its products. The
specific terms and conditions of those warranties vary depending upon the
product sold. An estimated cost of product warranty is recognized at the time
the revenue is recognized. The Company estimates the cost of its product
warranty obligation based on historical analysis of sales and warranty costs
incurred. The Company periodically assesses the adequacy of its recorded product
warranty obligation and adjusts the amounts as necessary.

Changes in the Company's product warranty liability during the period are as
follows:

<TABLE>
<CAPTION>
                                                              Three months ended    Nine months ended
                                                              September 30, 2004    September 30, 2004
                                                              ------------------    ------------------
<S>                                                           <C>                   <C>
Balance at beginning of period                                     $  2,593              $  2,186
Warranties issued during the period                                     608                 1,670
Settlements made during the period                                     (639)               (1,729)
Changes in estimated liability for pre-existing warranties
  during the period, including expirations                              156                   591
                                                                   --------              --------
Balance at end of period                                           $  2,718              $  2,718
                                                                   ========              ========
</TABLE>

6.    LONG-TERM DEBT:

      On August 9, 2004, the Company redeemed $10,000 of the principal amount of
Senior Subordinated Notes at a redemption price of 103.667% plus accrued and
unpaid interest totaling $10,623. On August 6, 2004, the Company amended its
Credit Facility with a bank which extended the maturity date to March 31, 2007.

                                       8

<PAGE>

7.    INCOME TAXES:

      The effective income tax rate decreased during the quarter ended September
30, 2004 as a result of the use of a federal tax credit.

8.    CONTINGENCY:

      On January 6, 2004, the Company entered into a letter of credit totaling
$1,210. On March 5, 2004 and again on August 3, 2004, the Company amended an
existing letter of credit to decrease the amount to $664. The letters of credit
obligate the Company to make payment in the event of default on the agreements
with the insurance companies to pay workers compensation claims incurred.
Management does not expect any material losses to result from this arrangement
because performance is not expected to be required, and therefore, is of the
opinion that the fair value of these instruments is zero.

9.    BENEFIT PLAN

      The components of net periodic pension benefit for the nine months ended
September 30, 2004 and 2003 for Suburban Manufacturing Company Retirement Plan
("Plan 1") and the Suburban Manufacturing Company Retirement Plan for Bargaining
Employees ("Plan 2") were:

<TABLE>
<CAPTION>
                                    September 30, 2004      September 30, 2003
                                   --------------------    --------------------
                                    Plan 1      Plan 2      Plan 1      Plan 2
                                   --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>
Service cost                       $    171    $    270    $    138    $    207
Interest cost                           207         162         189         141
Expected return on plan assets         (180)       (138)       (147)       (120)
Amortization of net loss                 75          72          48          51
Expected employee contributions         (24)        (48)        (24)        (42)
                                   --------    --------    --------    --------
Net periodic benefit cost          $    249    $    318    $    204    $    237
                                   ========    ========    ========    ========
</TABLE>

10.   LITIGATION:

      During September 2004, the Company agreed to settle a pending lawsuit with
an individual and acquire a non-exclusive license under the individual's patent.
The Company paid a license fee associated with the patent and will pay a one
dollar royalty for each licensed product sold by the Company during the life of
the patent. The license fee is included in selling, general, and administrative
expense in the accompanying 2004 condensed consolidated statement of operations.
No current product of the Company requires the payment of the one dollar
royalty, and no royalty is due for any previously sold product.

      The Company is a party to various litigation matters incidental to the
conduct of its business. Management does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.

                                       9

<PAGE>

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

RESULTS OF OPERATIONS

      Net sales. Net sales increased 12.4% from $44.2 million to $49.7 million
in the quarter ended September 30, 2003 as compared to the corresponding quarter
of 2004. For the nine month periods, net sales increased 15.7% from $124.1
million to $143.6 million in the nine months of 2004. For the quarter and nine
months ended September 30, 2004, net sales increased in comparison to the same
period of 2003 primarily due to growth within the RV industry.

      Gross profit. Gross profit increased 3.4% from $8.9 million (20% of net
sales) to $9.2 million (19% of net sales) in the quarter ended September 30,
2003 as compared to the corresponding quarter of 2004. For the nine month
periods, gross profit increased 15.2% from $24.3 million (20% of net sales) in
2003 to $28.0 million (20% of net sales) in the nine months of 2004. For the
quarter and nine months ended September 30, 2004, gross profit increased in
comparison to the same period of 2003 primarily due to increased sales volume.
The decline in gross profit as a percent of sales is due to the increased cost
of raw material components including steel, copper and aluminum.

      Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 12.8% from $3.9 million (9% of net sales) to $4.4 million (9%
of net sales) in the quarter ended September 30, 2003 as compared to the
corresponding quarter of 2004. For the nine month periods, selling, general and
administrative expense increased 8.5% from $11.8 million (10% of net sales) in
2003 to $12.8 million (9% of net sales) in 2004. The increase was primarily due
to growth experienced during the period and expenses associated with various
litigation matters incidental to the conduct of the Company's business.

      Interest expense. Interest expense decreased 7.4% from $2.7 million to
$2.5 million in the quarter ended September 30, 2003 as compared to the
corresponding quarter of 2004. For the nine month periods, interest expense
decreased 3.7% from $8.1 million in 2003 to $7.8 million in the nine months of
2004. The decrease is primarily due to reductions in average long term
borrowings outstanding resulting from improved operating cash flows, including
the redemption of $10 million in Senior Subordinated Notes in August 2004.

      Premium on bond repurchase. Premium on bond repurchase increased to $.4
million in the quarter ended September 30, 2004 as compared to the corresponding
quarter of 2003 due to bond premium associated with the redemption of $10
million of Senior Subordinated Notes.

      Income tax expense. Income tax expense decreased from $.9 million to $.6
million in the quarter ended September 30, 2003 as compared to the corresponding
quarter of 2004 and increased from $1.7 million to $2.4 million in the nine
months ended September 30, 2003 as compared to the same nine months in 2004, due
primarily to the related decreases and increases in pretax income for these
periods. The effective income tax rate decreased during the quarter ended
September 30, 2004 as a result of the use of a federal tax credit.

                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      For the nine months ended September 30, 2004, the Company generated $7.4
million in net cash flow from operating activities compared to $7.5 million for
the comparable period in 2003. Increased profitability in the 2004 period and
greater use of accounts payable, cash overdraft positions and accrued expenses
substantially offset the growth of accounts receivable and inventory as volume
increases. The significant increase in inventory was also due in part to a large
volume purchase of a key raw material at advantageous pricing. Capital
expenditures totaled $1.4 million for the nine months ended September 30, 2004
compared to $.7 million for the same period in 2003.

      On August 9, 2004, the Company redeemed $10 million of the principal
amount of Senior Subordinated Notes at a redemption price of 103.667% plus
accrued and unpaid interest totaling $10.6 million. On August 6, 2004, the
Company amended its Credit Facility with a bank which extends the maturity date
to March 31, 2007.

      On February 19, 2003, the Company purchased certain notes from the holders
for an aggregate purchase price of $3.4 million due from Holdings which mature
November 2008. Although the Company may determine to distribute the notes to
Holdings, subject to compliance with the Company's credit facility, senior
subordinated notes and other debt agreements, the Company does not anticipate
this will occur in the foreseeable future.

      Covenants under the Company's credit facility with the bank restrict the
Company's ability, subject to certain exceptions, to dispose of assets, incur
additional indebtedness, guarantee obligations, prepay other indebtedness or
amend other debt instruments, make distributions or pay dividends, redeem or
repurchase capital stock, create liens on assets, make acquisitions, engage in
mergers or consolidations, and change the business conducted by the Company. In
addition, the Company is required to maintain compliance with a fixed charge
coverage ratio and maintain a minimum effective capital balance. The Company is
in compliance with these ratios at September 30, 2004. Management's current
business plan estimates working capital levels and operating profitability. The
achievement of this plan is necessary for compliance with various financial
covenants during 2004. The possibility exists that certain financial covenants
will not be met if business conditions are other than as anticipated. In such
event, the Company would need an amendment or waiver of such financial
covenants; however, there can be no assurance that such amendment or waiver will
be obtained.

      The Company meets its working capital, capital equipment requirements and
cash requirements with funds generated internally and funds from agreements with
a bank. Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.

SEASONALITY

      A significant part of the Company's operations are directly dependent upon
the conditions in the highly cyclical RV industry, highly competitive
telecommunications industry and the commercial and public construction industry.
Companies within these industries, including the Company's largest customers,
are subject to volatility in operating results due to external factors such as
economic, demographic and political changes. These factors include seasonal
factors,

                                       11

<PAGE>

fuel availability and fuel prices, overall consumer confidence and general
economic conditions, the level of discretionary consumer spending, government
regulation, interest rates and unemployment.

CERTAIN IMPORTANT FACTORS

      Except for the historical information contained herein, this Form 10-Q
contains forward-looking statements, and any statements contained in this Form
10-Q that are not statements of historical fact are deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may", "will"
"expect", "believe", "anticipate", "estimate", or "continue", the negative or
other variations thereof, or comparable terminology, are intended
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, including possible changes in economic conditions,
prevailing interest rates or gasoline prices, or the occurrence of unusually
severe weather conditions, that can affect both the purchase and usage of
recreational vehicles, which, in turn, affects purchases by consumers of the
products that the Company sells.

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risk on variable rate financial instruments: The Company maintains
a $25 million credit facility which permits borrowings at interest rates based
on either the bank's base rate or LIBOR. Increases in market interest rates
would cause interest expense to increase and earnings before income taxes to
decrease. The change in interest expense and earnings before income taxes would
be dependent upon the weighted average outstanding borrowings during the
reporting period following an increase in market interest rates. Based on the
Company's current outstanding borrowings under the credit facility at an average
interest rate of 3.6% per annum, a 1% increase in market interest rates would
increase interest expense and decrease earnings before income taxes by
approximately $42,000 annually.

      Market risk on fixed-rate financial instruments: Included in long-term
debt at September 30, 2004 are $80 million of 11% Senior Subordinated Notes due
2007. Increases in market interest rates would generally cause a decrease in the
fair market value of the Notes and a decrease in market interest rates would
generally cause an increase in fair value of the Notes.

                                       12

<PAGE>

                         ITEM 4. CONTROLS AND PROCEDURES

      (a)   Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this quarterly report. Based on such evaluation,
the Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective.

      (b)   Internal Controls Over Financial Reporting. There have not been any
changes in the Company's internal controls over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fiscal quarter to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Company's internal controls
over financial reporting.

                                       13

<PAGE>

                           PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      N/A

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      N/A

ITEM 5. OTHER INFORMATION

      N/A

ITEM 6. EXHIBITS

      31.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      32    Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002

                                       14

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           Airxcel, Inc.

         12/23/04                          /s/ Melvin L. Adams
         --------                          -------------------------------------
         Date                              Melvin L. Adams
                                           President and Chief Executive Officer

         12/23/04                          /s/ Richard L. Schreck
         --------                          -------------------------------------
         Date                              Richard L. Schreck
                                           Secretary/Treasurer and
                                           Chief Financial Officer

                                       15