10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended: April 30, 2007
                                --------------

                                      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 1-5881
                       ------

                                BNS Holding, Inc
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                 201953457
- --------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification  Number)
incorporation)

25 Enterprise Center, Suite 104     Middletown, Rhode Island        02842
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number including area code  401-848-6300
                                                   ------------

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  X                 No
                                 ---                   ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in rule 12b-2 of the Exchange Act.
Large Accelerated Filer      Accelerated Filer      Non-Accelerated Filer  X
                        ---                    ---                        ---

Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Act).
Yes                    No  X
    ---                   ---

Number of shares of common stock outstanding as of April 30, 2007:  3,034,944




                       BNS HOLDING, INC. AND SUBSIDIARIES

                                    FORM 10-Q
                                 APRIL 30, 2007

                                      INDEX

PART I.       FINANCIAL INFORMATION                                      PAGE NO.
    ITEM 1.   Financial Statements:

              Consolidated Condensed Balance Sheets April 30, 2007 and
                   October 31, 2006                                           2

              Consolidated Condensed Statements of Income for the
                   Three and Six Months Ended April 30, 2007 and              3
                    2006

              Consolidated Condensed Statements of Cash Flow for the
                   Six Months Ended April 30, 2007 and 2006                   4

              Notes to Consolidated Condensed Financial Statements            5

    ITEM 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                       20

    ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk     25

    ITEM 4.   Controls and Procedures                                        26

PART II       OTHER INFORMATION

    ITEM 1A.  Risk Factors                                                   27

    ITEM 5.   Other Information                                              27

SIGNATURES                                                                   28

EXHIBITS      Certifications                                                 30


                                       1


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                                     BNS Holding, Inc. and Subsidiaries
                                    CONSOLIDATED CONDENSED BALANCE SHEETS

                                                                            Unaudited
                                                                            April 30,          October 31,
                                                                              2007                2006
                                                                         -------------        -------------
                                                                            Successor            Successor
ASSETS
Current Assets:
   Cash and cash equivalents                                             $   4,083,454        $   6,713,032
   Receivables, less allowance for uncollectible accounts of $48,652
     in 2007 and $23,668 in 2006                                            16,135,565           16,252,776
   Inventories (Note 1(e))                                                  48,268,179           40,332,490
   Income tax receivable                                                     1,833,570            3,873,009
   Deferred income taxes                                                     2,328,000            1,484,000
   Prepaid expenses and other current assets                                 1,102,515            2,756,677
                                                                         -------------        -------------
      Total current assets                                                  73,751,283           71,411,984

    Restricted cash                                                            243,341              428,423

Property, plant and equipment, net                                          31,381,524           34,454,510

Assets held for sale (Note 11)                                                 871,113                 --

Deferred income taxes                                                       11,952,000           12,187,000
Deferred financing costs                                                     2,912,027            3,094,415
Goodwill (Note 2)                                                           29,424,076           28,559,408
Other assets                                                                   111,988              685,909
                                                                         -------------        -------------
      Total assets                                                       $ 150,647,352        $ 150,821,649
                                                                         =============        =============

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
   Current maturities of long term debt (Note 3)                         $   1,716,000        $   1,372,000
   Controlled disbursements                                                  2,693,195            4,407,160
   Accounts payable                                                         17,836,455           18,509,301
   Accrued expenses and other current liabilities                            8,567,154            8,443,799

   Payable to former shareholder (Note 8(g))                                      --             10,628,138
                                                                         -------------        -------------
      Total current liabilities                                             30,812,804           43,360,398

Long-term debt, less current maturities (Note 3)                            97,861,746           84,958,573
Minority interest (Note 7)                                                   3,367,487            2,800,000

Shareholders' equity: (Note 5)
Issued and outstanding-Class A 3,043,462 issued and 3,034,944
outstanding at April 30, 2007; 3,038,962 issued and
 3,030,444 outstanding at October 31, 2006                                      30,435               30,390

Paid-in capital                                                             87,121,812           87,121,857
Treasury stock; 8,518 shares at cost                                          (454,951)            (454,951)
Retained earnings (deficit)                                                (68,091,981)         (66,994,618)
                                                                         -------------        -------------
    Total shareholders' equity                                              18,605,315           19,702,678
                                                                         -------------        -------------
    Total liabilities & shareholders' equity                             $ 150,647,352        $ 150,821,649
                                                                         =============        =============

                   See accompanying notes to Consolidated Condensed Financial Statements.


                                                     2


                                           BNS Holding, Inc. and Subsidiaries
                                       CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                                      (Unaudited)

                                                      Three Months Ended                     Six Months Ended
                                                           April 30                              April 30
                                                Successor          Predecessor         Successor           Predecessor
                                                  2007                 2006                2007               2006
                                              -------------       -------------       -------------       -------------

Sales                                         $  71,003,236       $  75,884,796       $ 129,850,433       $ 140,292,503
Cost of Sales                                    63,268,833          66,229,927         115,450,335         123,122,350
                                              -------------       -------------       -------------       -------------

  Gross profit                                    7,734,403           9,654,869          14,400,098          17,170,153

Selling, general and administrative
 Expenses (See Note 10)                           4,947,966           5,122,648          10,040,736           9,609,821
                                              -------------       -------------       -------------       -------------
  Income from operations                          2,786,437           4,532,221           4,359,362           7,560,332

Other income (expense):
  Interest expense                               (2,630,814)           (586,691)         (5,338,169)         (1,093,365)
  Other, net                                       (336,369)              1,737            (534,981)             62,793

Income (loss) before income tax
(expense) benefit                                  (180,746)          3,947,267          (1,513,788)          6,529,760


Income tax (expense) benefit                         77,952          (1,440,000)            548,910          (2,420,000)
Income (loss) before minority interest             (102,794)          2,507,267            (964,878)          4,109,760
                                              -------------       -------------       -------------       -------------
Minority interest                                  (163,017)               --              (132,487)               --
                                              -------------       -------------       -------------       -------------

Net income (loss)                             $    (265,811)      $   2,507,760       $  (1,097,365)      $   4,109,760
                                              =============       =============       =============       =============

Earnings (loss) per share (Note 6):
  Basic                                       $       (0.09)                          $       (0.36)
  Diluted                                     $       (0.09)                          $       (0.36)


Weighted average common and common
  equivalent shares outstanding:
  Basic                                           3,035,416                               3,033,132
  Diluted                                         3,035,416                               3,033,132

                         See accompanying Notes to Consolidated Condensed Financial Statements.


                                                            3


                                    BNS Holding, Inc. and Subsidiaries
                              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                               (Unaudited)

                                                                           Six Months Ended April 30
                                                                       Successor            Predecessor
                                                                         2007                   2006
                                                                    -------------          --------------
Cash flow from operations:
   Cash received from customers                                     $ 132,014,480          $ 134,886,214
   Cash paid to suppliers and employees                              (133,858,581)          (128,628,527)
   Interest paid                                                       (4,366,605)            (1,057,459)
   Income taxes paid                                                      (41,988)            (1,351,117)
                                                                    -------------          -------------

      Cash provided by (used in) operations                            (6,252,694)             3,849,111
                                                                    -------------          -------------

Cash flow from investing activities:
   Capital expenditures                                                  (415,402)            (1,171,809)
   Proceeds from asset sales                                              800,656                   --
   Other, net                                                             245,317                173,376
                                                                    -------------          -------------

      Cash provided by (used in) investing activities                     630,571               (998,433)
                                                                    -------------          -------------

Cash flow from financing activities:
   Borrowings of long-term debt and capitalized leases                 13,247,173                399,184
   Expenditures of restricted cash                                        185,082                 68,949
   Purchase of common stock and other capital transactions                   --               (2,726,439)
   Payment of dividends                                                      --                 (582,488)
   Proceeds from stock sale to management                                 435,000                   --
   Payment to dissenting Shareholder                                  (10,874,710)                  --
                                                                    -------------          -------------

      Cash provided by (used in)  financing activities                  2,992,545             (2,840,794)
                                                                    -------------          -------------

Net increase (decrease) in cash                                        (2,629,578)                 9,884
                                                                    -------------          -------------

Cash at beginning of period                                             6,713,032                222,594
                                                                    -------------          -------------

Cash at end of period                                               $   4,083,454          $     232,478
                                                                    =============          =============

Reconciliation of net income (loss) to net cash provided by
operations:
   Net income (loss)                                                $  (1,097,365)         $   4,109,760
   Depreciation and amortization                                        1,777,570              1,629,778
   Minority interest                                                      132,487                   --
   (Increase) decrease in receivables                                   2,155,245             (5,406,281)
   (Increase) in inventories                                           (7,935,689)            (6,643,269)
   Decrease in prepaid expenses and other current assets                1,654,162              1,548,103
   Increase (decrease) in accounts payable and accrued expenses        (2,332,434)             8,981,020
   Deferred income taxes (credit)                                        (609,000)              (370,000)
   Loss on sale of equipment                                                2,330                   --
                                                                    -------------          -------------

      Cash provided (used) by operations                            $  (6,252,694)         $   3,849,111
                                                                    =============          =============

                  See accompanying Notes to Consolidated Condensed Financial Statements.


                                                    4


                       BNS HOLDING, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE (1) BASIS OF PRESENTATION

The information included in the accompanying interim consolidated condensed
financial statements of the Company is unaudited but, in the opinion of
management, includes all adjustments (consisting only of normal recurring
adjustments and accruals) which the Company considers necessary for a fair
presentation of the financial position, operating results and cash flows for
these periods. Results for the interim periods are not necessarily indicative of
results expected for the entire year. The consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto of the Company for the year ended October 31, 2006
included in its 2006 annual report on Form 10-KSB filed with the Securities and
Exchange Commission on January 29, 2007.

Prior to December 14, 2004, BNS Co. was a publicly traded company (formerly
known as Brown & Sharpe Manufacturing Company). Effective December 14, 2004, BNS
Co. completed a reorganization (the "Holding Company Reorganization") with BNS
Holding, Inc., a newly-formed Delaware corporation ("BNS or the "Company"). By
virtue of the Holding Company Reorganization, BNS Co. became a direct,
wholly-owned subsidiary of BNS. Except for some technical changes, the
provisions of the certificate of incorporation of BNS after the effective time
of the Holding Company Reorganization and BNS Co. prior to the effective time of
the Holding Company Reorganization are identical. The authorized capital stock
of BNS after the effective time of the Holding Company Reorganization and the
designation, rights, powers and preferences of such capital stock, and its
qualifications, limitations and restrictions, are identical to those of BNS Co.
prior to the effective time of the Holding Company Reorganization. Stockholders
of BNS Co. received securities of the same class showing the same proportional
interests in BNS, having the same designations, rights, powers and preferences,
and having the same qualifications, limitations and restrictions, as those held
in BNS Co. BNS is the successor registrant of BNS Co. for the purpose of filings
with the Securities and Exchange Commission (the "SEC").

BNS Co., now a subsidiary of the Company, was founded in 1833 and was engaged in
the Metrology Business and the design, manufacture and sale of precision
measurement tools and instruments and manual and computer controlled measurement
machines. BNS Co. sold its Metrology Business in 2001, its interest in its
development stage measurement software subsidiary, Xygent Inc., in 2002, its
North Kingstown, Rhode Island property (the "Rhode Island Property") in 2003,
and its subsidiary in the United Kingdom (the "U.K. Subsidiary") on June 16,
2004.

(a) MERGER AGREEMENT. On September 26, 2006, Steel Partners II, L.P ("Steel")
entered into a Merger Agreement (the "Merger Agreement"), with CS Acquisition
Corp., a Missouri corporation and a wholly-owned subsidiary of Steel ("CS
Acquisition"), and Collins Industries Inc ("Collins"). The Merger Agreement
provided that CS Acquisition would merge with and into Collins (the "Business
Combination") and Collins would become an 80% owned subsidiary of the Company
and the shareholders of Collins would receive $12.50 per share in cash.

On September 27, 2006, the Company entered into the Memorandum of Understanding
with Steel, CS Acquisition, American Industrial Partners ("AIP") and Collins I
Holding Corp ("Holding"). The Memorandum of Understanding reflected the intent
of Steel to assign its rights under the Merger Agreement to Holding, which would
be the holding company for Collins after giving effect to the proposed Business
Combination, and BNS would acquire an 80% interest in Holding. AIP and Collins
management would own the remaining 20% of Holding. Consequently, immediately
prior to the closing of the Business Combination, Steel assigned its rights and
obligations pursuant to the Merger Agreement and Memorandum of Understanding to
Holding and transferred all of the outstanding capital stock of CS Acquisition
to Holding. Accordingly, upon the consummation of the transactions contemplated
by the Merger Agreement and Memorandum of Understanding on October 31, 2006, BNS
now owns 80% of Collins, through its ownership interest of Holding which owns
100% of Collins.


                                       5


The three and six months ended April 30, 2007 amounts shown in the Consolidated
Condensed Statements of Income include the results of operations of the Company
and Collins, and as a result, are designated Successor amounts. The three and
six months ended April 30, 2006 amounts shown in the Consolidated Condensed
Statement of Income are all pre Business Combination amounts and hence are
designated as Predecessor amounts. The April 30, 2007 and October 31, 2006
Consolidated Condensed Balance Sheet includes the accounts of the Company and
Collins as of those dates and, as a result, are designated as Successor amounts.
The six months ended April 30, 2007 amounts shown in the Consolidated Condensed
Statements of Cash Flows include the cash flows of the Company and Collins, and
as a result, are designated Successor amounts. For the six months ended April
30, 2006 amounts shown in the Consolidated Condensed Statements of Cash Flow are
pre Business Combination and, as a result, are designated as Predecessor
amounts.

(b) DESCRIPTION OF BUSINESS - Collins was founded in 1971 as a manufacturer of
small school buses and ambulances. Collins' initial product was the first "Type
A" school bus, designed to carry 14 to 20 passengers. Collins is a manufacturer
of specialty vehicles and has three reportable segments: ambulances, buses, and
terminal trucks/road construction equipment. The ambulance segment manufactures
modular and van type ambulances for sale to hospitals, ambulance services, fire
departments and other governmental agencies. The bus segment manufactures small
school, activity and shuttle buses for sale principally to schools, day care
centers, churches, nursing homes, retirement centers and other non profit
organizations. The terminal truck/road construction equipment segment produces
off-road trucks designed to move trailers and containers for warehouses, truck
terminals, rail yards, rail terminals and shipping ports. This segment also
manufactures a line of road construction equipment. Each of Collins' segments is
responsible for its own marketing activities and maintains independent
relationships with dealers and distributors.

(c) PRINCIPLES OF CONSOLIDATION - The consolidated condensed financial
statements include the accounts of BNS and its wholly owned subsidiaries. All
significant inter-company accounts and transactions have been eliminated in
consolidation.

(d) INDUSTRY SEGMENTS - Collins operates in three industry segments; the
ambulance, bus, and terminal truck/road construction equipment segments.
Manufacturing activities are carried on solely in the United States, however
Collins does market its products in other countries. Revenues derived from
export sales were less than 10% of consolidated sales in fiscal 2006 and 2005.

(e) INVENTORIES - Inventories are stated at the lower of cost (first-in,
first-out) or market. Major classes of inventories which include material,
labor, and manufacturing overhead required in production of Company products
consisted of the following:


                                April 30, 2007    October 31, 2006
                                  Successor          Successor
                                 -----------        -----------
Chassis                          $ 6,511,156        $ 6,157,358
Raw materials & components        17,443,542         16,917,011
Work-in-process                   10,643,294          8,623,676
Finished goods                    13,670,187          8,634,445
                                 -----------        -----------
                                 $48,268,179        $40,332,490
                                 ===========        ===========

(f) REVENUE RECOGNITION - Collins records vehicle sales, and passes title to the
customer, at the earlier of completion of the vehicle and receipt of full
payment or shipment or delivery to the customer as specified by the customer
purchase order. Customer deposits for partial payment of vehicles are deferred
and treated as current liabilities until the vehicle is completed and recognized
as revenue.


                                       6


In certain instances, Collins will recognize revenue when physical delivery has
not occurred when the following criteria are met:

   o  Risk of ownership has passed to the customer;
   o  The customer has made a fixed commitment to purchase the unit;
   o  The customer has requested the transaction be on a collect and hold basis,
      has fully paid for the units in question and the customer has a
      substantial business purpose for ordering the unit on a collect and hold
      basis;
   o  There is a fixed schedule for delivery of the unit (normally within the
      next 30 days);
   o  Collins does not retain any specific performance obligations such that the
      earnings process is not complete;
   o  The unit is segregated from Collins' inventory and is not subject to being
      used to fill other orders; and
   o  The unit is complete and ready for shipment.

Collins recognized approximately $4.5 million and $3.6 million of revenue, as of
April 30, 2007 and April 30, 2006, respectively under collect and hold
agreements. Collins had collected the entire amount of this revenue and had no
outstanding accounts receivable for these units as of April 30, 2007 and April
30, 2006.

Collins does not offer any return or price protection rights to its customers.
Collins recognizes revenue in accordance with SFAS No. 48 "Revenue Recognition
When Right of Return Exists," when the following conditions are met:

   o  Price to customer is substantially fixed at the date of sale.
   o  Customer has or is obligated to pay seller, and it is not contingent on
      product resale.
   o  Customer obligation is not changed in the event of theft or product
      damage.
   o  Customer acquiring the product for resale has economic substance apart
      from that provided by Collins.
   o  Company does not have significant obligations for future performance to
      bring about resale of the product by the customer.
   o  Amount of future returns can be reasonably estimated.

(g) NEW ACCOUNTING PRONOUNCEMENTS - FASB has issued Interpretation No. 48,
Accounting for Uncertainty in Income taxes (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in the Company's financial
statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 provides guidance for recognizing and measuring tax positions
taken or expected to be taken in a tax return that directly or indirectly affect
amounts reported in the financial statements. FIN 48 also provides accounting
guidance for related income tax effects of tax positions that do not meet the
recognition threshold specified in this interpretation. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The Company is currently
evaluating the application of FIN 48 to determine its potential impact on its
consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS ("SFAS
No. 157"). SFAS No. 157 defines the fair value, establishes a framework for
measuring fair value under generally accepted accounting principles and expands
disclosure about fair value measurements. SFAS No. 157 emphasizes that fair
value is a market-based measurement, not an entity specific measurement.
Therefore, a fair value measurement should be determined based on the
assumptions that market participants would use in pricing the asset or
liability. The statement clarifies that market participant assumptions include
assumptions about risk. A fair value measurement should include an adjustment
for risk if market participants would include one in pricing the related asset
or liability, even if the adjustment is difficult to determine. This statement
also clarifies that market participant assumptions should also include
assumptions about the effect of a restriction on the sale or use of an asset.


                                       7


This statement clarifies that fair value measurement for a liability should
reflect non performance risk (the risk that the obligation will not be
fulfilled). This statement expands disclosures about the use of fair value to
measure assets and liabilities in interim and annual periods subsequent to
initial recognition. The disclosures focus on the inputs used to measure fair
value and for recurring fair value measurements using significant unobservable
inputs and the effect of the measurements on earnings (or changes in net assets)
for the period. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007. The Company is currently
evaluating the impact that SFAS No. 157 may have on its consolidated financial
statements.

In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION OF
FINANCIAL ASSETS AND FINANCIAL LIABILITIES ("SFAS No. 159"). SFAS No. 159
provides an option to report selected financial assets and financial liabilities
using the fair value. The standard establishes required presentation and
disclosures to facilitate comparisons with companies that use different
measurements for similar assets and liabilities. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007, with early adoption allowed if
SFAS No. 157 is also adopted. The Company is currently evaluating the impact of
adopting SFAS No. 159 on its consolidated financial statements.


                                       8


NOTE (2) BUSINESS COMBINATION

The Business Combination that occurred on October 31, 2006 resulted in the
application of purchase accounting in accordance with Statements of Financial
Accounting Standard No. 141, Business Combinations (SFAS No. 141), accordingly
the consolidated assets and liabilities of Collins' were revalued based upon
their fair value as of that date. The fair market value of Collins' property and
equipment was determined by valuations performed by independent appraisers. The
consideration paid, including capital contribution and debt issued and assumed,
exceeded the fair value of Collins net assets acquired, with the excess amount
initially recorded as Goodwill as of October 31, 2006. The allocation of the
excess of purchase over the fair value of assets acquired has not been finalized
and will be adjusted over the next fiscal year as facts become more apparent.

The acquisition of all the outstanding equity securities of Collins, including
related acquisition costs, totaled approximately $112.5 million. This purchase
price was financed through a combination of Capital Stock from the Company, AIP
and management and debt.

The Goodwill amount of $28,270,913 was increased by the third party acquisition
costs incurred by BNS of $288,495 resulting in total Goodwill of $28,559,408 at
October 31, 2006. Additional adjustments to the goodwill balance for the six
months ended April 30, 2007 increased goodwill by $864,668 resulting in a
goodwill balance at April 30, 2007 of $29,424,076. The Goodwill recorded on the
Business Combination was based on preliminary purchase price allocations. SFAS
No. 141 recognizes that the completion of the allocation process sometimes
requires an extended period of time. As the Business Combination occurred on the
last day of the fiscal year, it will take the Company a period of time, not to
exceed one year, subsequent to year end to complete its review of allocations.
The allocations made in these consolidated financial statements are prepared
using preliminary estimates and may change once the final allocation review has
been completed.

Goodwill is currently assigned to Corporate assets under Segmented reporting as
further described in Note 9. It will be reallocated to the three reportable
segments during the course of the year as determinations are made.

NOTE (3) LONG-TERM DEBT

Long-term debt at April 30, 2007 and October 31, 2006 consist of the following:

                                                            April 30, 2007     October 31, 2006
                                                            --------------     ----------------
                                                              Successor            Successor

GMAC CF, borrowings under revolving credit facility (A)       $24,164,124         $10,530,573
GMAC CF, borrowings under term credit facility (A)             15,352,892          16,000,000
ORIX, borrowings under second lien credit facility (B)         45,000,000          45,000,000
Steel Partners II, LP (R)                                      15,060,730          14,000,000
Longview Industrial Corporation, Longview, Texas
    Variable Rate Demand Revenue Bonds, 3.29% - 4.07%
    Annual principal and sinking fund payments range
    from $400,000 in 2006 to $800,000 in 2007(D)                     --               800,000
                                                              -----------         -----------
                                                               99,577,746          86,330,573
Less - current maturities                                       1,716,000           1,372,000
                                                              -----------         -----------
                                                              $97,861,746         $84,958,573
                                                              ===========         ===========


                                       9


On October 31, 2006 as part of the Business Combination transaction Collins'
existing senior bank facility with Bank of America as well as, with one
exception, all debts outstanding with the Industrial Revenue Bonds were paid in
full and all security was released. New banking facilities with GMAC Commercial
Finance LLC ("GMAC CF"), a second lien facility with ORIX Finance Corp.,
("ORIX"), and a long-term loan from Steel as more fully discussed below, were
put in place.

(A) On October 31, 2006, CS Acquisition entered into a Loan and Security
Agreement, or the GMAC CF loan agreement, with GMAC CF, as a lender and as agent
there under, which effective upon the Business Combination was assumed by
Collins and all of its subsidiaries. The GMAC CF loan agreement provides for a
$40.0 million revolving loan facility and a $16.0 million term loan. The
revolving loan facility includes a $10.0 million letter of credit sub facility
in each case the drawings under which reduce the amount available under the
revolving loan facility. Borrowings under the GMAC CF loan agreement were used
by Collins to retire existing indebtedness and to pay costs and expenses in
connection with the Business Combination.

Borrowings under the GMAC CF loan agreement bear interest at annual floating
rates equal, at Collins' option, to either the (1) current base rate as
determined under the terms of the GMAC CF loan agreement or (2) the London
interbank offered rate, or LIBOR, plus, in either case, an applicable margin.
For LIBOR loans, the applicable margin will vary from 2.75% in the case of
revolving loans to 3.25% in the case of term loans, and for base rate loans, the
applicable margin will vary from 0.75% in the case of revolving loans to 1.25%
in the case of term loans. At April 30, 2007, the base rates, excluding the
applicable margin, for the revolving and term loans were 8.25% and for LIBOR
loans were between 5.36% and 5.40%, depending on the term.

In order to secure the obligations under the GMAC CF loan agreement and as a
condition of the lenders agreeing to enter into the GMAC CF loan agreement and
make extensions of credit there under, Collins and its subsidiaries granted GMAC
CF as agent a security interest, lien and mortgage, as the case may be, in all
of Collins and its subsidiaries present and future assets.

Availability under the GMAC CF revolving loan facility is subject to various
conditions precedent typical of asset based loans, including, the requirement
that no default or event of default under the GMAC CF loan agreement shall have
occurred and be continuing. Collins is subject to maintaining various financial
covenants including, but not limited to, minimum fixed charge coverage ratios,
minimum EBITDA, maximum ratio of total debt to EBITDA, and maximum annual
capital expenditures. There are standard negative covenants restricting Collins
ability in certain situations to pay dividends, dispose of fixed assets, etc.

Commitments under the GMAC CF loan agreement terminate on the earlier of (a)
October 31, 2011 and (b) ninety (90) days prior to the termination date under
the ORIX second lien loan agreement described below. Collins may prepay the term
loan or terminate the revolving loan commitment provided, however, the revolving
loan commitment may not be terminated until all the obligations are paid in
full. There are 16 equal scheduled quarterly repayments of the term loan
beginning in October 2007 in the amount of $572,000 and a final payment of
$6,848,000 is due at maturity.

(B) On October 31, 2006, CS Acquisition also entered into a Loan and Security
Agreement, or the ORIX second lien loan agreement, with ORIX, as a lender and as
agent there under, which effective upon the Business Combination was assumed by
Collins and all of its subsidiaries. The ORIX second lien loan agreement
provides for a $45.0 million term loan and was used by Collins to fund the
Business Combination.

The ORIX term loan bears interest at annual floating rates equal, at Collins'
option, to either the (1) current base rate as determined under the terms of the
ORIX second lien loan agreement or (2) the London interbank offered rate, or
LIBOR, plus, in either case, an applicable margin of 4.25% for base rate loans
and 6.25% for LIBOR loans.


                                       10


In order to secure the obligations under the ORIX second lien loan agreement and
as a condition of the lenders there under agreeing to enter into the ORIX second
lien loan agreement and make the term loan, Collins and its subsidiaries granted
ORIX as agent a second lien security interest, lien and mortgage, as the case
may be, in all of Collins and its subsidiaries present and future assets,
subordinate to the rights of the lenders under the GMAC CF loan agreement.

Commitments under the ORIX second lien loan agreement terminates October 31,
2011. Collins may prepay the ORIX term loan subject to the terms of the
subordination to the GMAC CF loan agreement. The ORIX term loan principal amount
is payable in full on the termination date.

(C) The loan from Steel Partners consists of a $14.0 million Term Loan Agreement
with Steel Partners II, L.P. (the "Steel Term Loan") and two term notes totaling
$1,060,730 representing accumulated interest owed through April 30, 2007. The
Steel Term Loan notes accrue interest at a rate of 15% per annum and mature on
August 31, 2011. Interest is payable quarterly and may be paid in kind. As
collateral for the Steel Term Loan, BNS granted Steel a continuing first
priority security interest in any interest or right in any kind of property or
asset, whether real, personal, or mixed, owned or leased, tangible or
intangible, and whether now held or hereafter acquired by BNS. In addition,
Steel shall also receive a first priority pledge of all outstanding capital
stock or other beneficial interest in Holding.

(D) Certain of the Collins' manufacturing facilities were previously financed
from the proceeds of Industrial Revenue Bonds. Lease purchase agreements with
the respective cities provide that Collins may purchase the manufacturing
facilities at any time during the lease terms by paying the outstanding
principal amount of the bonds plus a nominal amount. These Industrial Revenue
Bonds were mostly paid out at the time of the Transaction on October 31, 2006.
The remaining amount outstanding of $800,000 was paid within one week of the
closing of the Transaction with proceeds drawn from the GMAC CF facility.

NOTE (4) NET OPERATING LOSS CARRY-FORWARDS

As of April 30, 2007 the Company had approximately $53 million of U.S. Federal
net operating loss carry-forwards that expire between 2020 and 2027. Although
future earnings cannot be predicted with certainty, management currently
believes that realization of the net deferred tax asset is more likely than not.

A reconciliation between the statutory federal income tax rate (34%) and the
effective rate of income tax expense for each of the six month periods ended
April 30, 2007 and 2006 respectively follows:

                                                Apr. 30, 2007    Apr. 30, 2006
                                                -------------    -------------
                                                  Successor       Predecessor

      Statutory federal income tax rate             34%               34%
      Increase (decrease) in taxes
        Resulting from:
          State tax, net of federal benefit          4                 6
          Other                                     (2)               (3)
                                                   ---               ---

      Effective tax rate                            36%               37%
                                                   ===               ===


                                       11


NOTE (5) CAPITAL STOCK

The Capital Stock disclosure as of April 30, 2007 and October 31, 2006 is that
of BNS (Successor).

BNS has three types of Share Capital:

Class A common shares, par value, $0.01/share; Authorized - 30,000,000 shares;
Issued - 3,043,462 shares and 3,038,962 on April 30, 2007 and October 31, 2006
respectively.

These amounts include 5,500 shares of restricted stock and 8,518 shares of
Treasury stock previously purchased at cost. The total number of shares
outstanding as of April 30, 2007 and October 31, 2006 are 3,034,944 and
3,030,444 respectively.

Class B common shares, par value, $0.01/share; Authorized - 2,000,000 shares;
Issued - 0

Preferred shares, par value, $1.00/share; Authorized - 1,000,000; Issued - 0

Since December 15, 2004, BNS' Class A Common Stock has traded on the OTC
Bulletin Board under the symbol "BNSIA"

In December 2004, the Financial Accounting Standards Board ("FASB") published
FASB Statement No. 123 (revised 2004), "SHARE-BASED PAYMENT" ("SFAS 123(R)" of
the "Statement"). SFAS 123(R) requires that the compensation cost relating to
share-based payment transactions, including grants of employee stock options, be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued, SFAS 123(R) covers a wide
range of share-based compensation arrangements including stock options,
restricted share plans, performance based awards, share appreciation rights, and
employee share purchase plans. SFAS 123(R) is a replacement of FASB Statement
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, and supersedes APB Opinion No.
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and its related interpretive
guidance (APB 25).

The Company adopted SFAS 123(R) as of November 1, 2006, using the modified
prospective transition method for valuing stock options. Under this method,
stock based compensation expense if recognized using the fair-value based
accounting method for all employee awards granted, modified, or settled during a
period. The effect of the Statement is to require the Company to measure the
cost of employee services received in exchange for stock options based on the
grant-date fair value of the award, and to recognize the cost over the period
the employee is required to provide services for the award.

In January 2007 and March 2006, the Company granted restricted stock awards
covering 5,500 and 5,000, respectively, shares of common stock to directors of
the Company as a means of retaining and paying directors' fees, thereby
rewarding them for long-term performance and to increase their ownership in the
Company. Shares awarded under the plan entitle the shareowners to all rights of
common stock ownership except the shares may not be sold, transferred, pledged,
assigned, or otherwise encumbered or disposed of during the restriction period.
The shares granted in March 2006 vested on March 14, 2007, except for 1,000
shares which were forfeited. The shares granted in 2007 will vest on January 23,
2008. The compensation for the shares is computed based upon the fair market
value on the date of grant and is being recognized in operations over the
vesting period. During 2006, a total of 1,000 shares were forfeited when one
director resigned on October 31, 2006.

On January 22, 2007, the Board of Directors of Holdings adopted the Holdings
Incentive Plan (the "Plan"). The Plan is intended to retain, provide incentive
and reward key employees. The Plan has reserved 3,300 shares of Holdings common
stock for issuance. In January 2007, Holdings granted to employees 2,685 options
to purchase shares of Holdings common stock with an exercise price of $1,000 per
share. These options vest over a 5 year period provided that Holdings meets
certain financial goals and that the recipient continues as an employee of
Collins. All options expire 10 years from the grant date and they cannot be
exercised until the occurrence of a change of control as defined in the Plan.


                                       12


A summary of the options issued by Collins to certain key executives during the
six months ended April 30, 2007 is as follows:

                                                                    Weighted
                                                                     Average
                                              Weighted Average      Remaining       Aggregate
         Options                  Number of    Exercise Price    Contractual Life   Intrinsic
                                    Shares       Per Share           (Years)          Value
- -----------------------------------------------------------------------------------------------
Outstanding at October 31, 2006      --              --                --
Granted                             2,685          $1,000              --
Exercised
Forfeited                            --              --                --
Outstanding at April 30, 2007       2,685          $1,000             9.75             --
Exercisable at April 30, 2007        --              --                --              --

The Company recorded no compensation for the six month period ended April 30,
2007 due to the fact that the stock options contain performance conditions and
are triggered by a change in control. Accordingly the total unrecognized
compensation of $1,365,327 related to the share based compensation agreements is
deferred until the consummation of such a transaction. The weighted-average fair
value of the 2,685 options granted during the six month period ended April 30,
2007 was $508.39 per share.

The significant assumptions used in the Black Scholes model to estimate
compensation expense are as follows:

   o  Risk free rate of 4.91% which is based on yields from US Treasury zero
      coupon issues with a maturity of six years.
   o  Expected volatility factor of 43% which is based on historical stock
      prices of Collins.
   o  Expected option term of 6.5 years which is the estimated mid-point between
      the vesting period and the term of the options.
   o  Dividends of 0%, as Collins does not anticipate paying dividends.
   o  Forfeitures are 0% which is based on estimated forfeiture rates.

Holdings issued 38,304 of common stock warrants to the Company and 589 common
stock warrants to certain key executives of Collins. All of the warrants are
exercisable at $0.001 per share and they have a term of 10 years. The warrants
are only exercisable if certain internal rates of return targets are not
achieved and upon a triggering event as defined in the warrant agreements. No
compensation costs was recognized related to the warrants in the six month
period ended April 30, 2007.

                  For the Six Month Period Ended April 30, 2007
                  ---------------------------------------------
      Warrants                        Shares     Weighted Average Exercise Price
      --------                        ------     -------------------------------

Outstanding at October 31, 2006         --                   --
Granted                               38,893              $ 0.001
Exercised                               --                   --
Forfeited                               --                   --
Outstanding at April 30, 2007         38,893              $ 0.001
Exercisable at April 30, 2007           --                   --


                                       13


NOTE (6) EARNING PER SHARE

Earnings per share information and dividends paid per share for the predecessor
for the three months and six months ended April 30, 2006 are not presented,
since as a result of the business combination this information is not meaningful
to successor shareholders.

NOTE (7) MINORITY INTEREST

As described in Note 1, a Business Combination occurred on October 31, 2006. As
a result, Collins is now owned 100% by Holdings, which, in turn is owned 80% by
the Company. The consolidated condensed balance sheet represented in these
consolidated condensed financial statements is the consolidated condensed
balance sheet of BNS. As a result, minority interest was set up for the 20% of
the $33.0 million investment in Holdings and Collins that the Company does not
own. AIP paid $2.8 million for their interest in Holdings and BNS paid $29.7
million for their 80% interest. Subsequently minority interest was increased by
$435,000 as a result of investments made by management in Holdings.

NOTE (8) COMMITMENTS AND CONTINGENCIES

(a) LETTERS OF CREDIT - The Company has approximately $915,000 in letters of
credit outstanding as of April 30, 2007.

(b) REPURCHASE AGREEMENTS - It is customary practice for companies in the
specialty vehicle industry to enter into repurchase agreements with financing
institutions to provide floor plan financing for dealers. In the event of a
dealer default, these agreements generally require the repurchase of products at
the original invoice price net of certain adjustments. The risk of loss under
the agreements is limited to the risk that market prices for these products may
decline between the time of delivery to the dealer and time of repurchase by
Collins. The risk is spread over numerous dealers and Collins has not incurred
significant losses under these agreements. In the opinion of management, any
future losses under these agreements will not have a material adverse effect on
Collins's financial position or results of operations. Collins's repurchase
obligation under these agreements is limited to vehicles which are in new
condition and as to which the dealer still holds title. Collins's contingent
obligation under such agreements was $3,808,753 and $4,099,875 at April 30, 2007
and October 31, 2006, respectively.

(c) OPERATING LEASES - Collins has operating leases principally for certain
manufacturing facilities, vehicles and equipment. Operating lease expense was
$64,331 and $55,870 and $146,229and $260,491 for the three months and six months
periods ended April 30, 2007 and 2006, respectively. It is expected that in the
ordinary course of business these leases will be renewed or replaced as they
expire.

The following schedule details the Company's operating lease commitments, on a
successor basis, for the years subsequent to October 31, 2006:

      2008      $286,992
      2009       167,458
      2010         8,103

(d) LITIGATION - The Company is a defendant in a variety of legal claims that
arise in the normal course of business. Since 1994, the Company's BNS Co.
subsidiary has been served notice that it has been named as a defendant in a
total of 690 known asbestos-related toxic-tort claims (as of May 31, 2007). In
many cases these claims involve more than 100 other defendants. Fifty-four of
those claims were filed prior to December 31, 2001. Additional claims were filed
in subsequent years as follows: In 2002, 98 claims; in 2003, 194 claims; in 2004
178 claims; in 2005, 76 claims and in 2006, 64 claims. As of May 31, 2007, there
were 26 additional claims filed.


                                       14


In 2001, one claim was dismissed and one claim was granted Summary judgment and
closed. In 2002, 42 claims were dismissed or settled for an aggregate of
approximately $30,000 exclusive of attorney's fees. In 2003, three claims were
granted summary judgment and one claim was dismissed and closed. In 2004, eight
claims were granted Summary Judgment and were closed, and 145 claims were
dismissed, and seven claims were settled for $500 each. In 2005, six claims were
granted Summary Judgment and were closed, 125 claims were dismissed and six were
settled for $500 each. In October 2005, the Company and its insurers settled two
claims for an aggregate of $150,000. In 2006, eleven claims were granted Summary
Judgment and were closed, ten claims were settled for an aggregate of $8,000 and
an additional 122 claims were dismissed. As of May 31, 2007, an additional three
claims were granted Summary Judgment and were closed, twenty-nine claims were
dismissed, and one claim was settled for $1,000. There were 171 known claims
open and active as of May 31, 2007. However, under certain circumstances, some
of the settled claims may be reopened. Also, there may be a significant delay in
receipt of notification by the Company of the entry of a dismissal or settlement
of a claim or the filing of a new claim

The Company believes it has significant defenses to any liability for toxic-tort
claims on the merits. It should be noted that, to date, none of these toxic-tort
claims have gone to trial and, therefore, there can be no assurance that these
defenses will prevail. However, there can be no assurance that the number of
future claims and the related costs of defense, settlements or judgments will be
consistent with the experience to date of existing claims.

In the late 1980's, insurance companies began issuing polices with specific
exclusions for claims relating to asbestos. BNS Co. has identified continuous
insurance coverage (on an "occurrence" basis) from 1974 through 1988 that does
not include such exclusions, with estimated aggregate coverage limits of
approximately $158 million for these policy years. The Company estimates that
the aggregate remaining self insured retention (deductible) relating to these
policy years is approximately $3 million. Additionally, the Company has
identified secondary evidence (such as past billings) indicating that BNS Co.
has additional insurance coverage from 1970 through 1973 that does not include
such exclusions. There can be no assurance that the insurers involved will
recognize this secondary information as evidence that the policies were in
place. Although there are no indications that the aforementioned insurance
coverage has eroded from past claims, there is no assurance of this due to
incomplete Company insurance records. Policies issued for BNS Co. beginning in
1989 contained exclusions relating to asbestos. BNS Co.'s insurance records for
the periods prior to 1970 are incomplete and do not indicate what insurance
coverage is available. The limits noted above relate to a number of insurance
carriers. In general, these carriers have acknowledged the evidence of coverage
but have declined to verify the limits of coverage until such time as the limits
apply. There can be no assurance that, even if BNS Co. has insurance coverage
for asbestos and other product liability claims under its polices, it will be
able to recover from its insurers in the event that such insurance companies are
no longer solvent, have ceased operations, or choose to dispute the coverage or
limits of the policies identified by the Company.

BNS Co. annually receives retroactive billings or credits from its insurance
carriers for any increase or decrease in claims reserves as claims are filed,
settled or dismissed, or as estimates of the ultimate settlement and defense
costs for the then-existing claims are revised. In addition, the Company has
recorded a liability of $0.569 million on the consolidated balance sheet
relating to the open and active claims against BNS Co. as of April 30, 2007 and
October 31, 2006.

This liability represents an estimate of the likely costs to defend against or
settle these claims by BNS Co. beyond the amounts reserved by the insurance
carriers and previously funded, through the retroactive billings, by BNS Co.
However, there can be no assurance that the Company will not need to take
additional charges in connection with the defense, settlement or judgment of
these existing claims. There can be no assurance that the costs of future claims
and the related costs of defense, settlements or judgments will be consistent
with the experience to date relating to existing claims.

To date, no toxic tort or asbestos claims have been filed against BNS, which
came into existence in December 2004 and has never conducted any active business
operations. There can be no assurance, however, that monies received by BNS from


                                       15


its wholly-owned subsidiary by way of reimbursement for "public company
reporting costs" that were formerly the responsibility of BNS Co., or by way of
dividends or otherwise, might not under some circumstances be subject to claims
against BNS Co.

It has become apparent that the possibility that additional toxic-tort claims
will be asserted in the future, and the impact of this possibility on the
valuation of the Company, has had and will continue to have, at least for the
short term, some adverse effects on the Company's ability to determine future
distributions to shareholders or other change-in-control transaction with a
third party.

At April 30, 2007 Collins has litigation pending which arose in the ordinary
course of business. Litigation is subject to many uncertainties and the outcome
of the individual matters is not presently determinable. It is management's
opinion that this litigation will not result in liabilities that would have a
material adverse effect on Collins's financial position or results of
operations.

(e) SELF-INSURANCE RESERVES - Collins has historically self-insured for workers'
compensation, health insurance, general liability and product liability claims,
subject to specific retention and reinsurance levels.

Effective July 1, 2005, Collins purchased guaranteed cost workers' compensation
insurance for the states in which it had previously self-insured. Collins
continues to be self-insured in certain states for workers' compensation claims
incurred prior to July 1, 2005.

(f) CHASSIS CONTINGENT LIABILITIES - Collins obtains certain vehicle chassis
principally from two automotive manufacturers under agreements that do not
transfer the vehicle's certificate of origin to Collins and, accordingly,
Collins accounts for the chassis as consigned inventory. Chassis are typically
converted and delivered to customers within 90 days of receipt from the chassis
supplier. Collins's contingent liability under such agreements was approximately
$20.6 million and $15.2 million as of April 30, 2007 and October 31, 2006,
respectively.

(g) PAYABLE TO FORMER SHAREHOLDER - At October 31, 2006 the Business Combination
occurred and, as a result, all of Collins's issued and outstanding shares, with
one exception described below, were redeemed at the established fair market
price of $12.50/share. One shareholder, the "Dissenting Shareholder" holding
850,251 shares objected to the Business Combination as described in the proxy
statement sent by Collins to all its shareholders dated October 2, 2006.
Pursuant to General Business and Corporate Law of Missouri, the Dissenting
Shareholder made a demand to Collins to receive what they believe to be fair
market value for their shares, being $14.25/share as opposed to the $12.50/share
paid to the other shareholders. An amount of $10,628,138 was recorded as an
amount due to the Dissenting Shareholder on the Company's balance sheet as of
October 31, 2006. In April 2007, in settlement of all claims Collins agreed to
pay the dissenting shareholder $12.79 for each share of Collins common stock
owned by the dissenting shareholder. The total amount paid to the dissenting
shareholder was $10,874,710 which resulted in an increase in goodwill of
$246,572.

(h) WARRANTIES - Collins' products generally carry explicit product warranties
that extend from several months to more than a year, based on terms that are
generally accepted in the marketplace. Certain components included in Collins'
end products (such as chassis, engines, axles, transmissions, tires, etc.) may
include warranties from original equipment manufacturers ("OEM"). These OEM
warranties are generally passed on to the end customer of Collins' products and
the customer generally deals directly with the applicable component
manufacturer. Collins records provisions for estimated warranty and other
related costs at the time of sale based on historical warranty loss experience
and periodically adjusts these provisions to reflect actual experience. Certain
warranty and other related claims involve matters of dispute that ultimately are
resolved by negotiation, arbitration or litigation. Infrequently, a material
warranty issue may arise which is beyond the scope of Collins' historical
experience. Collins provides for any such warranty issues as they become known
and estimable. It is reasonably possible that from time to time additional
warranty and other related claims could arise from disputes or other matters
beyond the scope of Collins' historical experience. The following table provides
the changes for three and months ended April 30, 2007 and 2006 respectively in
Collins' product warranties:


                                       16


Reconciliation of Accrued Warranties Three Months Ended April 30           2007        2006
- ----------------------------------------------------------------          -------     -------

Accrued warranties at the beginning of period,                            $ 1,048     $ 1,507

Provisions for warranty charged against income for the three months
   ended  April 30,                                                           376         374

Payments and adjustments of warranties for the three months ended
     April 30,                                                               (412)       (445)
                                                                          -------     -------

Accrued warranties at April 30,                                           $ 1,012     $ 1,436
                                                                          =======     =======


Reconciliation of Accrued Warranties Six Months Ended April 30             2007        2006
- --------------------------------------------------------------            -------     -------

Accrued warranties at the beginning of period,                            $ 1,221     $ 1,644

Provisions for warranty charged against income for the three months
   ended April 30,                                                            612         603

Payments and adjustments of warranties for the six months
   ended April 30,                                                           (821)       (811)
                                                                          -------     -------

Accrued warranties at April 30,                                           $ 1,012     $ 1,436
                                                                          =======     =======

(i) ENVIRONMENTAL REMEDIATION RESERVE - The Company's subsidiary, BNS Co. has
been notified by the Rhode Island Department of Environmental Management (RIDEM)
that it is a potentially responsible party (PRP) with respect to the Cranston
Sanitary Landfill site in Cranston, Rhode Island, a disposal site previously
used by the Company in its previous manufacturing businesses. BNS Co. and 21
other PRPs have funded a site remediation investigation and feasibility study
that has now been completed. The results of that study have been forwarded to
the RIDEM. The study indicates a range of viable remedial approaches, but
agreement on the final remediation approach has not yet been reached with the
RIDEM. However, the study indicated that the net present value of the most
likely total estimated remediation costs for the site are $6.591 million. The
PRP group has preliminarily agreed to an allocation that sets BNS Co.'s share of
the cost of remediation for the site at 1.498 percent. If certain of the PRPs
are ultimately not able to fund their allocated shares or if additional PRP's
are identified and join the group, BNS Co.'s participation share could change.

BNS Co. has accrued $100,000 as its best estimate of its obligation with respect
to the site. This amount is included in Accrued expenses and other current
liabilities on the Company's consolidated condensed balance sheet at April 30,
2007 and October 31, 2006. It is reasonably possible that BNS Co.'s recorded
estimate of its obligation may change in the future.

NOTE (9) SEGMENTED INFORMATION

Collins is a manufacturer of specialty vehicles and has three reportable
segments: AMBULANCES, BUSES AND TERMINAL TRUCKS/ROAD CONSTRUCTION EQUIPMENT. The
ambulance segment produces modular and van type ambulances for sale to
hospitals, ambulance services, fire departments and other governmental agencies.
The bus segment produces small school buses and shuttle buses for sale to
schools, hotel shuttle services, airports, not-for-profit agencies and other
governmental agencies. The terminal trucks/road construction equipment segment
produces off-road trucks designed to move trailers and containers for
warehouses, truck terminals, rail yards, rail terminals and shipping ports and
produces a line of road construction equipment. Each of Collins' product groups
is responsible for its own marketing activities and maintains independent
relationships with dealers and distributors. The accounting policies of the
three segments are the same as those described in the summary of significant
accounting policies in Note 1 to the consolidated condensed financial
statements.


                                       17


Collins evaluates performance based on income from operations.

Collins accounts for inter-segment sales and transfers as if the sales or
transfers were to third parties, with all inter-company sales and profits
eliminated in consolidation.

Collins' reportable segments are strategic business units that offer different
products and services. They are managed separately because each business
requires different technology, is responsible for its own marketing activities
and maintains its own independent relationships with its dealers and
distribution network.

The following table contains segment information for the three months and six
months ended April 30, 2007 and 2006 and assets at April 30, 2007 and October
31, 2006.

                                                                             Terminal Trucks
                                                                                And Road
                                                                              Construction
                                        Ambulances            Buses             Equipment          Corporate         Consolidated
                                     -----------------   ----------------   ------------------   ---------------   -----------------

Revenue from external customers
      Three months ended  2007 (S)     $  26,854,818      $  17,933,004        $  26,215,416      $        --        $  71,003,236
      Three months ended  2006 (P)        25,735,257         21,306,062           28,847,961               --           75,884,796
      Six months ended    2007 (S)        50,773,284         30,429,247           48,647,902               --          129,850,433
      Six months ended    2006 (P)        51,864,428         38,434,254           50,009,102               --          140,292,503
Inter segment revenues
      Three months ended  2007 (S)              --              186,694                  208               --              186,902
      Three months ended  2006 (P)             1,008            276,703                1,434               --              279,145
      Six months ended    2007 (S)              --              479,747                  208               --              479,955
      Six months ended    2006 (P)            15,281            434,092                4,483               --              453,856
Gross Profit
      Three months ended  2007 (S)         3,063,658            923,059            3,553,060            194,626          7,734,403
      Three months ended  2006 (P)         3,591,098          2,328,871            3,521,956            212,944          9,654,869
      Six months ended    2007 (S)         5,956,703          1,631,770            6,466,999            344,626         14,400,098
      Six months ended    2006 (P)         6,662,263          3,559,821            6,602,464            345,605         17,170,153
Selling, general, administrative and
research and development expenses
      Three months ended  2007 (S)         2,176,463            526,209            1,063,502          1,181,792          4,947,966
      Three months ended  2006 (P)         1,956,613            736,161              969,211          1,460,663          5,122,648
      Six months ended    2007 (S)         4,122,177          1,493,725            1,926,458          2,498,376         10,040,736
      Six months ended    2006 (P)         3,867,274          1,488,589            1,798,335          2,455,623          9,609,821
Income from operations
      Three months ended  2007 (S)           887,195            396,850            2,489,558           (987,166)         2,786,437
      Three months ended  2006 (P)         1,634,485          1,592,710            2,552,745         (1,247,719)         4,532,221
      Six months ended    2007 (S)         1,834,526            138,045            4,540,541         (2,153,750)         4,359,362
      Six months ended    2006 (P)         2,794,989          2,071,232            4,804,129         (2,110,018)         7,560,332
*Assets
                April 30, 2007 (S)        39,812,895         23,008,637           33,723,585         54,102,235        150,647,352
              October 31, 2006 (S)        40,476,668         17,916,626           31,743,546         60,684,809        150,821,649


                                                                 18


(*)   All assets are held by companies operating in the United States.
      Goodwill is currently assigned to Corporate assets under Segment
      reporting.  SFAS No. 141 recognizes that the completion of the
      allocation process sometimes requires an extended period of time.  As
      the Business Combination occurred on the last day of the fiscal year,
      it will take the Company a period of time, not to exceed one year,
      subsequent to year end to complete its review of allocations.  The
      allocations made in these consolidated condensed financial statements
      are prepared using preliminary estimates and may change once the final
      allocation review has been completed.
(S)   Successor
(P)   Predecessor

NOTE (10) RELATED PARTY TRANSACTIONS

AIP entered into a management service agreement to provide general management,
financial and other corporate advisory services to Collins and its subsidiaries.
These management services shall be performed by the officers, employees or
agents of AIP as it may determine in its discretion from time to time. Collins
shall pay to AIP an annual advisory fee of $1 million, payable quarterly in
arrears, to be reduced to $500,000 per annum commencing with the quarter which
begins November 1, 2010 and the management service agreement terminates on
January 31, 2011. Collins shall promptly, when requested, reimburse AIP for all
reasonable out-of-pocket expenses incurred in the ordinary course by AIP in
connection with AIP's obligations hereunder. Notwithstanding anything to the
contrary contained herein, Collins shall accrue but not pay the Management Fee
if (i) any such payment would violate, breach or otherwise constitute a default
(or any event which might with the lapse of time or the giving of notice or
both, constitute a default) under any of the financing agreements of Collins, or
(ii) AIP instructs Collins not to pay all or any portion of the Management Fee
during any fiscal year.

For the three months and six months periods ended April 30, 2007 Collins
incurred fees and expenses of $319,912 and $632,912 respectively to AIP under
this agreement.

NOTE (11) ASSETS HELD FOR SALE AND SUBSEQUENT EVENT

In the first quarter of 2007, management approved a plan to sell the satellite
Collins Wheeled Coach facility located in Hutchinson, Kansas following the
consolidation of production at its Orlando, Florida manufacturing site. The
value of this Kansas property has been adjusted to the lesser of the carrying
value or the estimated selling price less selling expenses and is shown as
assets held for sale on the accompanying Consolidated Condensed Balance Sheet as
of April 30, 2007. During the three months ended April 30, 2007 the Company sold
surplus assets for $800,656. The proceeds were less than the carrying value and
resulted in an increase in goodwill of $104,110.

On May 2, a parcel of surplus land was sold for $121,113, an amount equal to its
carrying value.


                                       19


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

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
those set forth under the heading "Forward-Looking Statements" below and
elsewhere in this report. The following discussion should be read in conjunction
with the unaudited consolidated interim financial statements and related notes
for the three and six month periods ended April 30, 2007 included elsewhere in
this report, and the audited consolidated financial statements and related notes
for the fiscal year ended October 31, 2006 included in our Annual Report on Form
10-KSB filed with the Securities and Exchange Commission (SEC) on January 29,
2007.

The application of purchase accounting had a material effect on the financial
statements. As a result, the historical financial statements of the predecessor
are not comparable to the successor.

GENERAL

Collins is a manufacturer of specialty vehicles and has three reportable
segments: ambulances, buses and terminal trucks/road construction equipment. The
ambulance segment produces modular and van type ambulances for sale to
hospitals, ambulance services, fire departments and other governmental agencies.
The bus segment produces small school buses, commercial buses and shuttle buses
for sale to schools, hotel shuttle services, airports, and other governmental
agencies. The terminal trucks/road construction equipment segment produces
off-road trucks designed to move trailers and containers for warehouses, truck
terminals, rail yards, rail terminals and shipping ports and produces a line of
road construction equipment. Each of Collins' product groups is responsible for
its own marketing activities and maintains independent relationships with
dealers and distributors.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies of the "Notes to Consolidated
Financial Statements" in the Company's 2006 Form 10-KSB. The Company evaluates
performance based income from operations.

The Company accounts for inter-segment sales and transfers as if the sales or
transfers were to third parties, with all inter-company sales and profits
eliminated in consolidation.

Collins' reportable segments are strategic business units that offer different
products and services. They are managed separately because each business
requires different technology, is responsible for its own marketing activities
and maintains its own independent relationships with its dealers and
distribution network.

See "Segment Information" (Note 9 to the Consolidated Condensed Financial
Statements) for quantitative segment information.


                                       20


                                                      Three Months Ended                      Six Months Ended
                                                           April 30                               April 30
                                                Successor          Predecessor          Successor          Predecessor
                                                   2007                2006                2007                2006
                                              -------------       -------------       -------------       -------------

Net Sales                                     $  71,003,236       $  75,884,796       $ 129,850,433       $ 140,292,503
Cost of Sales                                    63,268,833          66,229,927         115,450,335         123,122,350
                                              -------------       -------------       -------------       -------------
Gross Profit                                      7,734,403           9,654,869          14,400,098          17,170,153

Selling, General & Administrative                 4,947,966           5,122,648          10,040,736           9,609,821
                                              -------------       -------------       -------------       -------------

Income from Operations                            2,786,437           4,532,221           4,359,362           7,560,332

Other income (expense)
 Interest expense                                (2,630,814)           (586,691)         (5,338,169)         (1,093,365)
 Other, net                                        (336,369)              1,737            (534,981)             62,793
                                              -------------       -------------       -------------       -------------
Income (loss) before income tax (expense)          (180,746)          3,947,267          (1,513,788)          6,529,760
 Benefit
Income tax (expense) benefit                         77,952          (1,440,000)            548,910          (2,420,000)
                                              -------------       -------------       -------------       -------------
Income (loss) before minority interest             (102,794)          2,507,267            (964,878)          4,109,760
Minority interest                                  (163,017)               --              (132,487)               --

Net Income (loss)                             $    (265,811)      $   2,507,760       $  (1,097,365)      $   4,109,760
                                              =============       =============       =============       =============

Consolidated net sales for the three months ended April 30, 2007 declined to
$71.0 million compared to $75.9 million for the same period last year. This was
the result of decreases of 15.8%, and 9.1% in the bus and terminal trucks/road
construction segments, respectively, partially offset by an increase of 4.2% in
the ambulance segment.

Consolidated gross profit for the three months ended April 30, 2007 decreased by
$1.9 million or 19.9% over the same period last year. This decline was
principally due to a decrease in the sales volume resulting in lower cost
absorption, less favorable product mix and certain non-recurring costs of
approximately $0.7 million associated with Collins' business improvement
initiatives.

Consolidated selling, general and administrative expenses for the three months
ended April 30, 2007 decreased by $0.2 million or 3.4% over the same period last
year. This decrease was principally due to lower headcount and management
incentive accruals which were partially offset by higher fringe benefits and
expenses associated with the Business Combination and certain non-recurring
costs of approximately $0.5 million.

Interest expense for the three months ended April 30, 2007 increased to $2.6
million compared to $0.6 million in the same period last year. This increase was
a result of an overall increase of the Company's average borrowings as a result
of the Business Combination. (See Note 2 of Notes to Consolidated Condensed
Financial Statements)

The Company recorded a consolidated net loss of $0.3 million for the three
months ended April 30, 2007 compared to net income of $2.5 for the same period
last year. The loss was principally due to higher interest expense and lower
income from operations.

Consolidated net sales for the six months ended April 30, 2007 declined to
$129.8 million compared to $140.2 million for the same period last year. This
was the result of sales declines of 2.1%, 20.8% and 2.7% in the ambulance, bus
and terminal truck/road construction segments respectively.

Consolidated gross profit for the six months ended April 30, 2007 decreased by
$2.8 million or 16.1% over the same period last year. This decline was
principally due to a decrease in sales volume, less favorable product mix and
certain non-recurring costs of approximately $0.9 million associated with
Collins' business improvement initiatives.


                                       21


Consolidated selling, general and administrative expenses for the six months
ended April 30, 2007 increased by $0.4 million or 4.5% over the same period last
year. The increase was principally due to the Business Combination (See Note 2
of Notes to Consolidated Condensed Financial Statements), higher fringe benefits
and certain non-recurring costs of approximately $0.8 million associated with
Collins 'business improvement initiatives, which were partially offset by lower
headcount and management incentive accruals.

Interest expense for the six months ended April 30, 2007 increased to $5.3
million compared to $1.1 million in the same period last year. This was a result
of an overall increase in the Company's average borrowing as a result of the
Business Combination. (See Note. 2)

The Company recorded a net loss of $1.1 million for the six months ended April
30, 2007 compared to net income of $4.1 million over the same period last year.
The decline was principally due to higher interest expense and lower income from
operations.


                                       22


AMBULANCE SEGMENT

THREE MONTHS ENDED APRIL 30, 2007
For the three months ended April 30, 2007 the ambulance segment net sales were
$26.9 million, or 37.8% of consolidated net sales, compared to $25.7 million, or
33.9% in the same period last year. Unit volume sales of ambulance products
increased 4.3% for the three months ended April 30, 2007 compared to the same
period last year. The average selling prices for ambulance products in the 2007
period versus 2006 was unchanged as product mix, volume and pricing changes
offset each other.

Income from operations from ambulance products decreased by 45.7% in the three
months ended April 30, 2007 to $0.9 million compared to $1.6 million in the same
period last year. The decrease was principally due to product mix, expenses
associated with the Collins' business improvement programs and costs associated
with the closure of its manufacturing facility located in Hutchinson, Kansas.

SIX MONTHS ENDED APRIL 30, 2007
For the six months ended April 30, 2007, the ambulance segment net sales were
$50.8 million, or 39.1% of consolidated net sales, compared to $51.9 million, or
37% in the same period last year. Unit volume sales of ambulance products
declined by 2.2% for the six months ended April 30, 2007 compared to the same
period last year. The average selling prices for ambulance products in the 2007
period versus 2006 was unchanged as mix, volume and pricing changes offset each
other.

Income from operations from ambulance products decreased by 34.4% in the six
months ended April 30, 2006 to $1.8 million compared to $2.8 million in the same
period last year. The decrease was principally due to product mix, expenses
associated with the Collins business improvement programs and costs associated
with the closure of its manufacturing facility located in Hutchinson, Kansas

BUS SEGMENT

THREE MONTHS ENDED APRIL 30, 2007
For the three months ended April 30, 2007, bus segment net sales were $17.9
million or 25.2% of consolidated net sales, compared to $21.3 million, or 28.1%
in the same period last year. Unit volume sales of bus products decreased by
23.0% for the three month period compared to the same period last year. The
average selling price of bus products in the 2007 period versus 2006 increased
by 9.3% due to more favorable pricing.

Income from operations from bus products decreased by 75.1% in the three month
period ended April 30, 2007 to $0.4 million compared to the same period last
year. The decrease was principally due to lower sales volume, less favorable
product mix and expenses associate with the Collins business improvement
program.

SIX MONTHS ENDED APRIL 30, 2007
For the six months ended April 30, 2007, bus segment net sales were $30.4
million or 23.4% of consolidated net sales, compared to $38.4 million, or 27.4%
in the same period last year. Unit volume sales of bus products declined by
18.3% for the six months ended April 30, 2007. The average selling price of bus
products in the 2007 period versus 2006 declined by 3.0% due principally to
product mix.

Income from operations decreased by 93.3% in the six month period ended April
30, 2007 to $0.1 million compared to the same period last year. The decrease was
due to lower sales volume, less favorable product mix, severance and other
expenses associated with the Collins business improvement program.


                                       23


TERMINAL TRUCK/ROAD CONSTRUCTION SEGMENT

THREE MONTHS ENDED APRIL 30, 2007
For the three months ended April 30, 2007, terminal truck/road construction
sales were $26.2 million or 36.9% of consolidated net sales compared to $28.8
million or 38.0% for the same period last year. Unit volume sales of terminal
truck/road construction products decreased by 11.3% for the three months ended
April 30, 2007 compared to the same period last year. The average selling price
of terminal truck/road construction products in the 2007 versus 2006 period
increased by 2.5%, due principally to price increases and more favorable product
mix.

Income from operations from terminal truck/road construction products decreased
by 2.5% in the three months ended April 30, 2007 to $2.5 million versus the same
period last year. The decrease was principally due to lower sales volume and
higher expenses associated with the Collins business improvement program which
were partly offset by higher average selling prices and more favorable product
mix.

SIX MONTHS ENDED APRIL 30, 2007
For the six months ended April 30, 2007, terminal truck/road construction sales
were $48.6 million or 37.5% of consolidated net sales, compared to $50.0 million
or 35.6% in the same period last year. Unit volume sales of terminal truck/road
construction products decreased by 8.3% for the six month period ended April 30,
2007 versus the same period last year. The average selling prices of terminal
truck/road construction products increased by 6.1% in the 2007 period versus
2006, due principally to price increases and more favorable product mix.

Income from operations from terminal truck/road construction products decreased
by 5.5% in the six months ended April 30, 2007 to $4.5 million versus the same
period last year. The decrease was due principally to lower volumes and higher
expenses associated with the Collins business improvement program which were
partially offset by higher average selling prices and more favorable product
mix.

LIQUIDITY AND CAPITAL RESOURCES

Cash used by operations was $6.2 million for the six months ended April 30,
2007, compared to cash provided by operations of $3.8 million for the same
period last year. The components of the 2007 cash used by operations was
principally due to an increase in inventories of $7.9 million, a decrease of
$2.3 million in accounts payable/accrued expenses, and a net loss of $1.1
million. These uses of cash were partially offset by a decrease in accounts
receivable of $2.2 million, and a decrease in prepaid expenses and other assets
of $1.6 million.

Cash provided by investing activities was $0.6 million for the six months ended
April 30, 2007 compared to a use of $1.0 million during the same period last
year. The increase in cash provided by investing activities was principally due
to the proceeds from asset sales and lower capital expenditures.

Cash flow provided by financing activities was $3.0 million for the six months
ended April 30, 2007 compared to a use of $2.8 million for the same period last
year. This change principally resulted from increased borrowings to finance the
Company's operations and the sale of stock, which was partially offset by the
payment to the dissenting shareholder.

The Company believes that its cash flows from operations, and amounts available
under its credit facility should be sufficient to meet expected operating needs,
planned capital expenditures and its debt service requirements over the next 12
months. The total amount of unused revolving credit available to the Company was
$4.5 million at April 30, 2007.

For a description of the various loan agreements involving the Company and
Collins, please see Note 3 to notes to Consolidated Condensed Financial
Statements.


                                       24


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISKS. Our return on our investments in cash, cash equivalents and
marketable securities is subject to interest rate risks. We regularly assess
these risks and have established policies and business practices to manage the
market risk of our marketable securities. If interest rates were to change by
10% from the levels at April 30, 2007, the pre-tax effect on our financial
results would be approximately $0.5 million change in income.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The words "anticipate",
"intend", "plan", "estimate", "believe", "expect", "predict", "potential",
"project", "could", "will", "should", "may", "would" and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. All statements in
this report other than statements of historical fact, including statements
regarding our business strategy, future operations, financial position,
estimated net sales, projected costs, projected cost savings, projected
synergies, prospects, plans and objectives, as well as information concerning
industry trends and expected actions of third parties, are forward-looking
statements. All forward-looking statements speak only as of the date on which
they are made. They rely on a number of assumptions concerning future events and
are subject to a number of risks and uncertainties, many of which are outside
our control that could cause actual results to differ materially from such
statements.

A description of the risk factors associated with our business is contained in
Item 1A, "Risk Factors," of our Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on January 29, 2007 and incorporated herein
by reference and in our other filings made from time to time with the Securities
and Exchange Commission. These cautionary statements are to be used as a
reference in connection with any forward-looking statements. These risks and
uncertainties include, but are not limited to:

   o  the effect of general economic and competitive business conditions in the
      specialty vehicle industry;
   o  impact of competitive products and pricing;
   o  interest rate fluctuations and continuing debt obligations;
   o  impact on our ability to manage and grow our business if we are unable to
      adequately manage, integrate and implement our order management and
      enterprise resource planning systems;
   o  availability of and increases in raw material costs;
   o  increases in energy and other manufacturing costs;
   o  fluctuations in demand for the Company's products;
   o  effect of changing federal, state, foreign and local environmental and
      occupation health and safety laws and regulations;
   o  our ability to improve existing products and develop new products;
   o  loss of key management and personnel;
   o  impact of any prolonged work stoppage
   o  loss of one or more of our principal customers;
   o  diversion of management attention from other business activities in the
      event we pursue additional acquisition(s) in the future.


                                       25


ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Office and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic reports. There have been no significant changes in the
Company's internal controls over financial reporting or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.


                                       26


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      Not applicable

ITEM 1A - RISK FACTORS

      There have been no material changes with regard to the risk factors
      disclosed in Item 1A of the Company's Annual Report on Form 10-K for the
      year ended October 31, 2006, which are incorporated herein by reference.

ITEM 2 - UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

      Not applicable

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

      Not applicable

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

      Not applicable

ITEM 5 - OTHER INFORMATION

      The Company has filed a Proxy Statement with the Securities Exchange
      Commission (the "Commission") announcing the date and location of its 2006
      shareholder meeting and proposals to be voted on by the Company's
      shareholders at the meeting. The Proxy Statement includes a proposal to
      approve an amendment to the Company's Certificate of Incorporation to
      effect a 1-for-200 reverse stock split of the Company's common stock, such
      that shareholders owning fewer than 200 shares of common stock will have
      such shares cancelled and converted into the right to receive $13.62 per
      share immediately followed by a 200-for-1 forward stock split. If the
      proposal is approved by the Company's stockholders, it will result in the
      termination of registration of the Company's shares of common stock under
      Section 12(g) of the Securities Exchange Act of 1934 and accordingly the
      Company will not be required to file periodic reports with the Commission.

      EMPLOYMENT, SEVERANCE AND OTHER AGREEMENTS
      On March 16, 2007 the Company entered into an agreement (the "2007 Warren
      Agreement") with Michael Warren Associates, Inc. Under the 2007 Warren
      Agreement, Mr. Warren provides general management consulting services,
      serves as President, CEO and CFO and performs such other duties as may
      from time to time be agreed upon. The 2007 Warren Agreement is effective
      as of January 1, 2007 and continues for a period of one year, or until
      notice of termination is given by either party. The 2007 Warren Agreement
      is terminable by us immediately for "cause", as defined therein, or upon
      thirty days prior notice by either party. Under the agreement, Mr.
      Warren's compensation is based on a rate of $220 per hour. Also under the
      agreement, Mr. Warren is entitled to additional incentive compensation in
      the form of a cash bonus in an amount equal to no more than 40% of his
      firm's billings during the term of the agreement or restricted stock, at
      the discretion of our Board of Directors.

ITEM 6 - EXHIBITS

      The exhibits required to be filed pursuant to Item 601 of Regulation S-K
      are listed in the Exhibits Folder that immediately follows the signature
      page of this report.


                                       27


                                   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.

                               BNS Holding, Inc.
Dated: June 14, 2007

                    By:        /s/ Michael Warren
                               -------------------------------------------------
                               Chief Executive and Chief Financial Officer
                               (Signing  on  behalf  of  the  registrant  and  as
                               principal accounting officer)


                                       28


                                  EXHIBIT INDEX

Item              Description
- ----              -----------

31.1              Certification of Chief Executive Officer Pursuant to Section
                  302 of Sarbanes-Oxley Act of 2002

31.2              Certification of Chief Financial Officer Pursuant to Section
                  302 of Sarbanes-Oxley Act of 2002.

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


                                       29

EX-31.1

                                                                    Exhibit 31.1


                                 CERTIFICATIONS

      I, MICHAEL WARREN, CERTIFY THAT:

      1. I have  reviewed  this  quarterly  report on Form 10-Q of BNS  Holding,
Inc.;

      2. Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            (a)   Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            (b)   Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions  about  the  effectiveness  of  the  controls  and
                  procedures, as of the end of the period covered by this report
                  based on such evaluation; and

            (c)   Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

      5. The  registrant's  other  certifying  officer(s) and I have  disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  registrant's  auditors  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

            (a)   All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            (b)   Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

Dated: June 14, 2007                   /s/ Michael Warren
                                       -----------------------------------------
                                       Michael Warren
                                       Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2


                                 CERTIFICATIONS

I, MICHAEL WARREN, CERTIFY THAT:

      1. I have  reviewed  this  quarterly  report on Form 10-Q of BNS  Holding,
Inc.;

      2. Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            (a)   Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            (b)   Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions  about  the  effectiveness  of  the  controls  and
                  procedures, as of the end of the period covered by this report
                  based on such evaluation; and

            (c)   Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

      5. The  registrant's  other  certifying  officer(s) and I have  disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  registrant's  auditors  and  the  audit  committee  of  the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

            (a)   All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            (b)   Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

Dated: June 14, 2007                   /s/ Michael Warren
                                       -----------------------------------------
                                       Michael Warren
                                       Chief Financial Officer

EX-32

                                                                      Exhibit 32


    CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                      REQUIRED BY SECTION 1350, CHAPTER 63
   OF TITLE 18, UNITED STATES CODE, AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

      Pursuant of Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of
the undersigned officers of BNS Holding, Inc., a Delaware corporation (the
"Company"), does hereby certify, to such officer's knowledge, that:

      (1) The Quarterly Report on Form 10-Q for the quarter ended January 31,
2007 (the "Form 10-Q") of the Company fully complies with the requirements of
Section 13(a) or 15 (d) of the Securities Exchange Act of 1934: and

      (2) The information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

      Date: June 14, 2007
                                           /s/ Michael Warren
                                           -------------------------------------
                                           Michael Warren
                                           Chief Executive and
                                           Chief Financial Officer

      The foregoing certification is being furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code) and is not being filed as part of
the Form 10-Q or as a separate disclosure document for purposes of Section 18 of
the Securities Exchange Act of 1934.

      A signed original of this written statement required by Section 906 has
been provided to BNS Holding, Inc. and will be retained by BNS Holding, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.