10KSB

                                            UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C. 20549

                                             FORM 10-KSB

(Mark One)

|_|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934

                            For the fiscal year ended
                                                      -------------------

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

                 For the transition period from November 1, 2005 to October 31, 2006

                                   Commission file number: 1-5881

                                          BNS HOLDING, INC.
- ----------------------------------------------------------------------------------------------------
                           (Name of small business issuer in its charter)

                          Delaware                                            201953457
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(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

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

Issuer's telephone number, including area code: (401) 848-6300

Securities registered under Section 12(b) of the Exchange Act:


           Title of each class                          Name of each exchange on which registered

       Class A Common Stock, par value $.01 per share                   Boston Stock Exchange
- -------------------------------------------------------------   ------------------------------------

              Preferred Stock Purchase Rights                           Boston Stock Exchange
- -------------------------------------------------------------   ------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                                                None
- ----------------------------------------------------------------------------------------------------
                                          (Title of class)

      Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act. |_|

      Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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 |_|

      Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. |X|




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

      State Issuer's revenues for its most recent fiscal year.      $309,866,788

      The aggregate market value of the issuer's common equity held by
non-affiliates, as of January 19, 2007, was $19,752,894.72.

      As of January 19, 2007, there were 3,030,444 shares of the issuer's Class
A common stock outstanding.

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

      DOCUMENTS INCORPORATED BY REFERENCE

      The information required by Items 9 through 14 of this Annual Report on
Form 10-KSB is incorporated by reference from the issuer's definitive proxy
materials for its 2007 Annual Meeting of Stockholders, which proxy materials are
to be filed with the Securities and Exchange Commission not later than February
28, 2007.




                                BNS HOLDING, INC.

                                      INDEX

                                                                            Page
                                                                            ----

PART I                                                                       2
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ITEM 1.   DESCRIPTION OF BUSINESS............................................2
ITEM 2.   DESCRIPTION OF PROPERTY............................................8
ITEM 3.   LEGAL PROCEEDINGS..................................................9
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............10

PART II                                                                     10
- -------

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          SMALL ISSUER PURCHASES OF EQUITY SECURITIES.......................10
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.........12
ITEM 7.   FINANCIAL STATEMENTS..............................................28
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE..........................................29
ITEM 8A.  CONTROLS AND PROCEDURES...........................................29
ITEM 8B.  OTHER INFORMATION.................................................30

PART III                                                                    30
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ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.................30
ITEM 10.  EXECUTIVE COMPENSATION............................................30
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS........................30
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................30
ITEM 13.  EXHIBITS..........................................................30
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES............................30


                                       i


                                     PART I

      Unless the context otherwise requires, references in this Annual Report on
Form 10-KSB to "the Company," "we" or "our" refer to BNS Holding, Inc. and its
subsidiaries.

ITEM 1.  DESCRIPTION OF BUSINESS.

      Prior to October 31, 2006, the Company was a public shell holding company.
On October 31, 2006, (i) the Company became the holder of 80% of the outstanding
equity interest in an entity that owns 100% of Collins Industries, Inc., a
Missouri corporation ("Collins") and (2) by unanimous written consent of the
Board of Directors of the Company, the Company changed its fiscal year end from
December 31 to October 31 due to the fact that Collins, which is the Company's
principal operating business, had an October 31st fiscal year end. As a result,
the Company is filing this Annual Report on Form 10-KSB which contains audited
financial statement for the period from November 1, 2005 to October 31, 2006 to
correspond to Collins' fiscal year end. For a further description of how the
audit reflects amounts shown on the income statement, the balance sheet and the
statement of cash flows, please see "Item 1. Description of Business - Collins
Transaction and Financial Statements."

      This Form 10-KSB also includes a business description of Collins and an
extensive discussion in Management's Discussion Analysis or Plan of Operations
of the results of operation and liquidity and capital resources of Collins.
Management's Discussion Analysis or Plan of Operations also contains a
sub-section that describes the results of operations for BNS Holding, Inc. for
the period from January 1, 2006 to October 31, 2006 as well as liquidity and
capital resources of BNS Holding, Inc.

GENERAL HISTORY - PRE COLLINS TRANSACTION

      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. After the sale of the Rhode Island Property, the Company relocated its
headquarters to its present business location in Middletown, Rhode Island.

      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 Holding"). By
virtue of the Holding Company Reorganization, BNS Co. became a direct,
wholly-owned subsidiary of the Company.

EMPLOYEES

      At October 31, 2006, the Company had one full time employee located in its
corporate headquarters Middletown, Rhode Island, plus its President, CEO, and
CFO, who is a consultant to the Company. The Company also relies on various
outside service providers for legal, accounting and tax support. As described
under Business of Collins Industries, Inc. - Employees of Collins, Collins has
approximately 1,000 full time employees.

COLLINS TRANSACTION AND FINANCIAL STATEMENTS

      On September 26, 2006, Steel Partners II, L.P., a Delaware limited
partnership ("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. The Merger Agreement provided that CS
Acquisition would merge with and into Collins (the "Business Combination") and
Collins would become a subsidiary of Steel and the shareholders of Collins would
receive $12.50 per share in cash.

      On September 27, 2006, we entered into the Memorandum of Understanding
from Steel, CS Acquisition, American Industrial Partners ("AIP") and Collins I
Holding Corp ("Holding"). The Memorandum of Understanding, reflected the intent


                                       2


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 we would acquire an 80% interest in Holding.

      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. The Company contributed to Holding
$29.7 million in cash to be used to purchase the outstanding shares of Collins
upon the closing of the Business Combination. Of this amount, $15.7 million was
funded from working capital and $14.0 million was funded through a long-term
loan with Steel. In exchange for such assignment, transfer and payment of cash,
Holding issued 26,400 units of Holding equity securities, constituting 80% of
the outstanding equity interest of Holding. Each unit is composed of one share
of Holding common stock and a warrant to purchase up to 1.4509 shares of Holding
common stock or an aggregate of up to 38,304 shares of Holding common stock
("the Warrant"). The exercise price of the Warrant is $.001 and is exercisable
if the Company has received notice of a sale or liquidation of Holding. In such
event, the Company can exercise the Warrant for an amount equal to the lesser of
38,304 shares of Holding and the number of shares of Holding which would cause
the Internal Rate of Return (as such term is defined in the Warrant) to equal,
but not exceed, eight percent (8%). The other ownership interest of Holding is
as follows: AIP will hold 6,100 shares of Holding common stock and the
management of Collins will hold 500 shares of Holding common stock (issued in
January 2007) and options exercisable for up to an additional 3,300 shares of
Holding common stock. The entity controlled by AIP paid $2.8 million for its
interest in Holding and AIP will provide management oversight for the operations
of Collins.

      After the closing of the Business Combination, (i) the Company became the
holder of 80% of the outstanding equity interest of Holding, the new parent of
Collins (after the issuance of shares to the management of Collins in January
2007) and (ii) the Company ceased to become a public shell company, with Collins
being its sole operating subsidiary.

      The fiscal 2006 and 2005 amounts shown in the Consolidated Statements of
Income and Comprehensive Income in the consolidated financial statements are all
pre Business Combination amounts and hence are designated as Predecessor
amounts. The October 31, 2006 Consolidated Balance Sheet includes the accounts
of BNS Holding, Inc. as of that date and, as a result, are designated as
Successor amounts. The comparative amounts as of October 31, 2005 are pre
Business Combination and, as a result, are designated as Predecessor amounts.
For the Consolidated Statements of Cash Flows the amounts for the years ended
October 31, 2006 and 2005 are pre Business Combination and, as a result, are
designated as Predecessor amounts. A third column, representing the transactions
on the date of Business Combination is labeled as Successor as it represents the
transactions resulting from the Business Combination. The transactions in the
Consolidated Statements of Shareholders' Investment up to the date of the
Business Combination are designated as Predecessor transactions and the
transactions subsequent to the Business Combination are shown as Successor
transactions.

BUSINESS OF COLLINS INDUSTRIES, INC.

      GENERAL DEVELOPMENT OF BUSINESS OF COLLINS

      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. Today, Collins manufactures specialty vehicles and
accessories for various basic service niches of the transportation industry.
Collins' products include ambulances, small school buses, shuttle buses,
terminal trucks, road construction equipment and industrial rental sweepers.
From its inception, Collins' goal has been to become one of the largest
manufacturers of specialty vehicles in the United States. Collins has grown
primarily through the internal development of new products and the acquisition
of complementary product lines.

      In the United States, Collins believes that it is the largest manufacturer
of ambulances, the second largest manufacturer of terminal trucks, the leading
manufacturer of small school buses and a leading manufacturer of sweepers used
in the road construction industry. Collins sells its products under several
well-known trade names, including Wheeled Coach(R) (ambulances), Collins Bus(R)
and Mid Bus(R) (small school buses), Capacity(R) (terminal trucks) and
Waldon(R)/Lay-Mor(R) (road construction and industrial rental sweeper
equipment).


                                       3


      Most of Collins products are built to customer specifications from a wide
range of options it offers. Collins sells to niche markets which demand
manufacturing processes too sophisticated for small job shop assemblers, but do
not require the highly automated assembly line operations of mass production
vehicle manufacturers. Collins emphasizes specialty engineering and product
innovation, and it has introduced new products and product improvements, which
include the Moduvan(R) ambulance, the first ambulance of its size with advanced
life-support system capability and the Dura-Ride(R) suspension system, the first
frame-isolating suspension system for terminal trucks.

      DESCRIPTION OF BUSINESS OF COLLINS

      Collins principally manufactures and markets specialty vehicles. It 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 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.

      Collins accounts for intersegment sales and transfers as if the sales or
transfers were to third parties, with all intercompany 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.

      During fiscal years 2006 and 2005, sales to any one customer were not in
excess of 10% of consolidated sales.

      AMBULANCES. Collins manufactures both modular and van-type ambulances at
its Orlando, Florida and Hutchinson, Kansas (see Note 14 to Notes to the
Consolidated Financial Statements) plants. Modular ambulances are produced by
attaching an all-aluminum, box-type, patient compartment to a dual rear-wheel
cab chassis ("Type I") ambulance or to a dual rear-wheel, van-type, cutaway
chassis ("Type III") ambulance or to a single rear-wheel cutaway chassis
("Moduvan") ambulance. A cutaway chassis consists of only the front portion of
the driver's compartment, engine, drive train, frame, axle and wheels. Van
("Type II") ambulances are cargo vans modified to include a patient compartment
and a raised fiberglass roof. Type II ambulances are smaller and less expensive
than modular ambulances.

      Collins also produces medical support vans designed to transport medical
and life-support equipment. Medical support vans are modified commercial
vehicles which do not have a patient compartment for advanced life support
system.

      BUSES. Collins manufactures small school and activity buses and certain
other shuttle buses at its Bluffton, Ohio and South Hutchinson, Kansas
facilities. Collins produces two categories of bus products as described below:

      o  SCHOOL AND ACTIVITY BUSES. Collins manufactures small Type A school and
         activity buses which carry from 14 to 24 passengers. The majority of
         Type A school buses currently built by Collins are produced by
         fabricating the body and mounting it on a vendor-supplied, dual
         rear-wheel or single rear-wheel, cutaway chassis. Collins was the first
         manufacturer to produce a Type A school bus on this type of chassis,
         which permits greater seating capacity than a van chassis. School and
         activity buses are produced in compliance with federal, state and local
         laws regarding school and activity bus vehicles. In recent years,
         Collins has sold an increasing number of small activity buses used by
         day care, church and other non-profit organizations.


                                       4


      o  SHUTTLE BUSES. Collins produces a limited number of shuttle buses for
         churches, transit authorities, hotels and resorts, retirement centers,
         nursing homes and similar users. These buses are built to customer
         specifications and are designed to transport 14 to 30 passengers over
         short distances.

      TERMINAL TRUCKS / ROAD CONSTRUCTION EQUIPMENT. Collins produces two basic
models of terminal trucks at its Longview, Texas facility, the Trailer Jockey(R)
and the Yardmaster(R). Terminal trucks are designed and built to withstand
heavy-duty use by moving trailers and containers at warehouses, rail yards, rail
terminals and shipping ports. Most terminal trucks manufactured by Collins are
built to customer specifications. Collins manufactures the entire truck except
for major drive train components which are purchased from outside suppliers.

      The road construction equipment produced by Collins includes three and
four wheel sweepers, a full line of articulated four-wheel drive loaders, rough
terrain lift trucks, compact loaders and backhoes. These products are
principally sold in both commercial and rental markets through direct sales and
distributors throughout the United States.

      MANUFACTURING OF COLLINS

      Manufacturing consists of the assembly of component parts either purchased
from others or fabricated internally. With the exception of chassis, chassis
components and certain terminal truck components which are purchased from
outside suppliers, Collins fabricates the principal components of its products.
Collins' internal capabilities include CNC gas/plasma shape cutting, robotic
welding of certain subassemblies, CNC routing and cabinetry equipment, CNC
punching and forming of sheet metal, metal stamping, tooling, molding of
fiberglass components, mechanical and electrical component assembly, upholstery,
painting and finishing and Computer-Aided-Design and Manufacturing (CAD/CAM)
systems.

      Collins has improved its manufacturing facilities from time-to-time
through the selective upgrading of equipment and the mechanization or automation
of appropriate portions of the manufacturing process. Management believes
Collins' manufacturing facilities are in good condition and are adequate for the
purposes for which they currently are used. The capacity of Collins' current
facilities, particularly if operated on a multiple shift basis, is adequate to
meet current needs and anticipated sales volumes.

      NEW PRODUCTS OF COLLINS

      Collins is not presently engaged in, and does not anticipate engaging in,
activities which would require significant expenditures or use of material
amounts of assets for development of products.

      SUPPLIERS OF COLLINS

      In order to ensure that it has a readily available supply of chassis for
ambulance and bus products, Collins has entered into consignment agreements with
General Motors Corporation ("GMC") and Ford Motor Company ("Ford"). Under those
agreements, chassis are kept at Collins production facilities at no cost to
Collins other than chassis storage costs. However, the consigned chassis are not
the property of Collins and Collins has no obligation to pay for these chassis
unless and until Collins determines to purchase the chassis and use it in the
production process. When an individual chassis is selected from Collins'
consignment pool for use in vehicle production, title to the chassis passes to
Collins and Collins becomes liable to the consignor for the cost of the chassis.
While an interruption in supply from one source may cause a temporary slowdown
in production, Collins believes that it could obtain adequate numbers of chassis
from alternate sources of supply.

      Collins uses substantial amounts of steel in the production of its
terminal truck products and road construction equipment and certain other major
components (primarily engines, transmissions and axles). Collins also uses large
amounts of aluminum, steel, fiberglass and glass in the production of ambulances
and buses. There is substantial competition among suppliers for such raw
materials and components, and Collins does not believe that a loss of a single
source of supply would have a material adverse effect on its business.


                                       5


      PATENTS, TRADEMARKS AND LICENSES OF COLLINS

      Collins owns federal registrations for most of the trademarks which it
uses on its products. Collins also owns patents on its bus body design,
ambulance design, Dura-Ride air suspension system, ambulance warning light
system and air-activated bus door. Collins believes that its patents are
helpful, because they may force competitors to do more extensive design work to
produce a competitive product. Collins believes that its production techniques
and skills are as important as product design, and therefore, in management's
opinion, any lack of patent protection would not adversely affect Collins'
business.

      SEASONALITY OF BUSINESS OF COLLINS

      Historically, a major portion of Collins' net income is usually earned in
the second half of its fiscal year ending October 31. The purchasing patterns of
school districts are typically strongest in the summer months and this accounts
for stronger sales of small school buses in the second half of the fiscal year.
Generally, Collins' sales tend to be lower in the winter months and first half
of Collins' fiscal year due to the purchasing patterns of Collins' customers in
general and because purchasing activities are normally lower near the end of the
calendar year.

      SALES TERMS OF COLLINS

      Collins produces the majority of its products on an order-only basis. Most
products are delivered on a cash basis. Products sold on a direct basis (not
through dealers) are sold on trade terms common to the respective industry.
Finished goods that are reflected on the financial statements are generally
completed units that are ready for customer delivery. Sales to dealers have
generally been financed for the dealers through an unrelated third party,
resulting in payment generally within days of the sale.

      CUSTOMER CONCENTRATION OF COLLINS

      Collins has no single customer whose loss would have a material adverse
effect on Collins as a whole. During fiscal 2006 and 2005, sales to any one
customer were not in excess of 10% of consolidated sales.

      SALES BACKLOG OF COLLINS

      The sales backlog at October 31, 2006, was approximately $91.1 million
compared to $103.6 million at October 31, 2005. In the opinion of management,
the majority of this sales backlog will be shipped during fiscal 2007.

      GOVERNMENTAL SALES OF COLLINS

      Collins has pursued, and will continue to pursue, government sales
opportunities as they occur. No material portion of Collins' business, however,
is subject to renegotiation of profits or termination of contracts or
subcontracts at the election of the government. The Terminal Truck / Road
Construction Equipment segment contract with the United States Postal Service
does contain a termination for the customer's convenience clause. This contract
was less than 10% of Collins' consolidated revenues for the year ended October
31, 2006.

      MARKETING AND DISTRIBUTION OF COLLINS

      Collins, through its wholly owned subsidiaries, markets its products
throughout the United States and, to a limited extent, abroad, through
independent dealers and distributors and the direct sales efforts of Company
personnel. Each of Collins' product groups is responsible for its own marketing
activities and maintains independent relationships with dealers and
distributors. Support is provided to dealers and distributors in bidding,
specification writing and customer service.

      Collins regularly advertises in consumer and trade magazines and other
print media and actively participates in national, regional and local trade
shows. In addition, Collins' representatives attend a number of national
conventions and regional meetings of important constituent groups such as school
boards and emergency medical groups.


                                       6


      COMPETITION OF COLLINS

      The markets for most of Collins' product lines are very competitive, and
Collins currently has several direct competitors in all of its markets. Some of
these competitors may have greater relative resources. Collins believes it can
compete successfully (i) in the ambulance market on the basis of the quality and
price of its products, its design engineering and product innovation
capabilities and on recognition of the Wheeled Coach brand name, (ii) in the
small school bus market on the basis of its price, product, quality and the
recognition of Collins Bus and Mid Bus brand names, (iii) in the road
construction equipment market for sweepers on the basis of its price, product
quality, distribution network and the recognition of its Waldon and Lay-Mor
brand names, and (iv) in the terminal truck market on the basis of its price,
product quality, the Capacity brand name, and customer demand for its exclusive
Dura-Ride suspension system.

              RESEARCH AND DEVELOPMENT COSTS OF COLLINS

      The table below sets forth the research and development costs Collins
incurred the past two fiscal years. It should be noted that Collins does
significant research and development work on the production line. Accordingly,
the major costs of new programs are recorded as cost of sales and are expensed
as incurred.

                                                 2006           2005
                                               --------       --------
      Research and Development Expenses        $129,583       $101,578

      REGULATION OF COLLINS

      Collins is subject to various laws and regulations and all of Collins'
on-road vehicles must satisfy certain standards as established by the United
States Department of Transportation. Certain of its products must also satisfy
specifications established by other federal, state and local regulatory
agencies, primarily dealing with safety and performance standards.

      Federal and state authorities have various environmental control standards
relating to air, water, and noise pollution which affect the business and
operations of Collins. For example, these standards, which are generally
applicable to all companies, control choice of paints, discharge of emissions,
wastewater and noise emitted by factories. Collins facilities are subject to air
permitting by the U.S. Environmental Protection Agency and/or authorized states'
under federal and/or state regulations implementing the Federal Clean Air Act.
Each of our facilities is currently operating under valid permits. Costs to
renew these permits are immaterial. Collins relies upon certifications obtained
from chassis manufacturers with respect to compliance of vehicles with all
applicable emission control standards.

      With respect to employees' health and safety, Collins is subject to
various laws and regulations promulgated by the Occupational Safety and Health
Administration or OSHA. Plants are periodically inspected by federal agencies
concerned with health and safety in the work place to ensure that company plants
comply with applicable governmental and industry standards.

      The Comprehensive Environmental Response, Compensation and Liability Act
of 1980 ("CERCLA"), as amended, and other similar state laws require the cleanup
of hazardous waste disposal sites. Parties that may be liable under CERCLA for
the cleanup of hazardous waste disposal sites include the current property
owner, the operator, owners and operators of the property at the time of a
release of hazardous substances, the arranger of the disposal, and the
transporter of hazardous substances. To date, Collins has not been notified by
the U.S. Environmental Protection Agency, any state agency, or any other private
party that it is considered responsible or potentially responsible for some
aspect of the cleanup of any hazardous waste disposal site under CERCLA or any
other similar state laws.

      In management's opinion, Collins and its products are in compliance in all
material respects with all applicable governmental regulations. A substantial
change in any such regulation could have a significant impact on the business of
Collins.


                                       7


      EMPLOYEES OF COLLINS

      Collins has approximately 1,000 full time employees, including officers
and administrative personnel. No Collins' employees are represented by unions or
are covered by collective bargaining agreements. Collins has not experienced any
strikes or work stoppages due to labor problems and considers its relations with
its employees to be satisfactory.

AVAILABILITY OF FILINGS WITH THE SEC

      The Company's public filings with the SEC, including its Annual Report on
Form 10-KSB, Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K and
all exhibits and amendments to these reports, are available free of charge on
the SEC's web site, which is WWW.SEC.GOV. Copies of these filings may also be
obtained free of charge by contacting the Corporate Secretary at 25 Enterprise
Center, Suite 104, Middletown, Rhode Island 02842, or by telephone at (401)
848-6400.

ITEM 2.  DESCRIPTION OF PROPERTY.

      PROPERTIES OF THE COMPANY

      The following table sets forth certain information concerning the
Company's office facility:

                        Owned/                                 Approximate
      Location          Leased           Principal Use            Area
- -------------------     ------          ----------------      -------------
Middletown, RI, USA     Leased          Executive Office      1,540 Sq. Ft.

      The Middletown, RI offices are leased for a term of one year commencing on
May 1, 2006 and continuing until May 31, 2007. The Company pays approximately
$2,000 per month for the leased premises and has notified the landlord of its
intent to move its offices at the termination of the lease.

      PROPERTIES OF COLLINS

      The following table sets forth certain information with respect to
Collins' manufacturing and office facilities. Collins owns all properties listed
below, except as otherwise noted.

                                                                    Approximate
Location                     Use                                    Size (sq ft)
- ---------------------------- -------------------------------------- ------------

Hutchinson, Kansas (1)       Corporate headquarters                      4,845

Hutchinson, Kansas (1)(2)    Ambulance production; Office space        208,802

South Hutchinson, Kansas (1) Small school bus and commercial bus
                             production; Office space                  258,000

Orlando, Florida (1)         Ambulance production; Office space        223,000

Longview, Texas (1)          Terminal truck/road construction
                             equipment production, chassis
                             Production; Office space                  151,000

Mansfield, Texas (1) (3)     Ambulance sales, service and
                             distribution center                        25,000

Fairview, Oklahoma (1)       Road construction equipment fabrication
                             and assembly; Office space                 75,000

Bluffton, Ohio (1)           Small school bus and commercial bus
                             production; Office space                  185,000


                                       8


- ------------------------------------------------------------------------------
   (1)    These properties are pledged as collateral to secure payment of
          Collins' debt obligations

   (2)    On January 7, 2007, the Collins Board of Directors approved a
          resolution authorizing Collins to close its Wheeled Coach satellite
          plant located in South Hutchinson, Kansas and to move the production
          to the main Wheeled Coach plant in Florida, The closure is expected to
          take three months to complete after which the remaining land and
          building at South Hutchinson, Kansas will be sold. The estimated book
          value of the land and building to be sold is approximately $1 million.
          However, there can be no assurance as to the actual sale price of the
          land and building.

   (3)    On January 16, 2007, the Collins Board of Directors approved a
          resolution to sell this property which is vacant. Expected net
          proceeds will be approximately $0.6 million and are expected to be
          realized in the quarter ended April 30, 2007.

      Collins also leases several other facilities, including an executive
office in Southlake Texas, throughout the United States for the sale and
distribution of ambulances. Collins believes that its existing facilities are
well maintained and will be adequate to service its needs in the foreseeable
future. Certain Collins facilities have room to expand in existing buildings and
others have land upon which additional buildings can be constructed.

ITEM 3.  LEGAL PROCEEDINGS.

PRODUCT LIABILITY AND OTHER MATTERS

      The Company receives claims from time to time for toxic tort injuries
related to past products manufactured by the Company's BNS Co. subsidiary and
other business activities. Most of these claims result from the use of small
internal seals that allegedly contained asbestos and were used in small fluid
pumps manufactured by the Company's former pump division, which was sold in
1992. There have also been tort claims brought by owners and users of machine
tools manufactured and sold by divisions that were sold in 1993, and a few
miscellaneous claims that have arisen in the ordinary course of business. The
Company has insurance coverage relating to these past business activities of the
Company's BNS Co. subsidiary, but in general the coverage available has
limitations.

      The Company expects that it will continue to be subject to additional
toxic-tort claims in the future. As a matter of Delaware law, the directors are
required to take the probability of future claims into consideration and provide
for final resolution of them in any liquidation strategy. Thus far these claims
have not resulted in any material exposure, but there is no assurance that this
will be the result of all such future toxic-tort claims. Because the law in this
area is developing rapidly, and because such environmental laws are subject to
amendment and widely varying degrees of enforcement, the Company may be subject
to, and cannot predict with any certainty the nature and amount of, potential
environmental liability related to these operations or locations that the
Company may face in the future.

LITIGATION

      The Company is a defendant in a variety of legal claims that arise in the
normal course of business. Beginning in 1994, the Company's BNS Co. subsidiary
has been served notice that it has been named as a defendant in a total of 669
known asbestos-related toxic-tort claims (as of January 26, 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 January 26, 2007,
there were 5 additional claims filed.

      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 144 claims were
dismissed, and seven claims were settled for $500 each. In 2005, six claims were
granted summary judgment and were closed, 107 claims were dismissed and 6 were
settled for $500 each. In October 2005, the Company and its insurers settled two
claims for an aggregate of $150,000. As of December 31, 2006, an additional six
claims were granted summary judgment and were closed, five claims were settled
for an


                                       9


aggregate of $2,600 and an additional 119 claims have been dismissed. There were
196 known claims open and active as of January 26, 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 of 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.

      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. These potential claims would also affect the ability of the Company
to effect an orderly liquidation proceeding, either through a dissolution,
formation of a liquidating trust and liquidation proceedings in the Chancery
Court in Delaware, or in a Chapter 11 federal bankruptcy reorganization
proceeding, both of which would involve provisions for payments to creditors and
contemplated distributions to stockholders.

      ADDITIONAL LEGAL PROCEEDINGS

      Both BNS Co. and Collins are defendants in a variety of legal proceedings
that arise in the normal 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 the Company's financial
position or results of operations.


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

      No matters were submitted during the fourth quarter of 2006 to a vote of
our stockholders.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

      The Company's Class A Common Stock is listed on the Boston Stock Exchange
under the symbol "BNC" and is traded on the NASD Over-the-Counter (OTC) Bulletin
Board, where market makers and other dealers provide bid and ask quotations.
Since December 15, 2004, the Company's Class A Common Stock has traded on the
OTC Bulletin Board under the symbol "BNSIA" and prior to the Holding Company
Reorganization on December 14, 2004, the stock of the Company's BNS Co.
subsidiary traded on the OTC Bulletin Board under the symbol "BNSXA". Set forth
below are the high and low prices for the Class A Common Stock on the OTC
Bulletin Board during the last two fiscal years. The prices state inter-dealer
quotations, which do not include retail mark-ups, mark-downs or commissions.
Such prices do not necessarily represent actual transactions.

                                                      High                Low
                                                    --------            --------
         2006
         -----------------------------
         4th  Quarter  (Aug 1 - Oct 31)             $   6.90            $   5.10
         3rd  Quarter  (May 1 - Jul 31)                 5.70                5.20
         2nd Quarter  (Feb 1 - Apr 30)                  6.02                5.40
         1st Quarter  (Nov 1 - Jan 31)                  6.25                5.95

         2005
         -----------------------------
         4th  Quarter  (Aug 1 - Oct 31)             $   6.75            $   6.25
         3rd  Quarter  (May 1 - Jul 31)                 7.00                6.55
         2nd  Quarter  (Feb 1 - Apr 30)                 7.05                6.50
         1st  Quarter  (Nov 1 - Jan 31)                 7.00                6.40


                                       10


      At January 19, 2007 the Company had approximately 1,241 shareholders of
record of its Class A Common Stock.

      We have not declared or paid dividends on our Class A Common Stock and do
not anticipate declaring or paying any cash dividends on our Class A Common
Stock in the foreseeable future. We currently expect to retain future earnings,
if any, for the development of our business. Dividends may be paid on our Class
A Common Stock only if and when declared by our Board of Directors.

EQUITY COMPENSATION PLAN INFORMATION

      STOCK-BASED COMPENSATION PLANS -In January 2007, March 2006, January 2005,
and February 2004, the Company granted restricted stock awards covering 5,500,
5,000, 5,000, and 7,000 shares of common stock, respectively, to directors of
the Company as a means of retaining and paying directors' retainer 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 February 2004 vested on April 30, 2005, except for 4,000
shares which were forfeited. The shares granted in January 2005 vested on
January 24, 2006. The shares granted in March 2006 will vest on March 14, 2007,
except for 1,000 shares which were forfeited. The shares granted in January 2007
will vest on January 23, 2008. The shares were recorded at the fair market value
on the date of issuance as deferred compensation and the related amount is being
amortized to operations over the vesting period. During 2004, a total of 14,000
shares were forfeited and cancelled when four directors resigned after the June
11, 2004 Annual Meeting. During 2006, a total of 1,000 shares were forfeited
when one director resigned on October 31, 2006.

      We maintain a 1999 Equity Incentive Plan. As of October 31, 2006, there
were no restricted shares of Class A Common Stock and no stock options to
purchase shares of Class A Common Stock outstanding under the Plan.

      The following table provides information as of October 31, 2006 with
respect to the shares of Class A Common Stock that may be issued under our
existing equity compensation plan:

                              Number of        Weighted-average
                            securities to       exercise price     Number of
                            be issued upon            of           securities
                             exercise of         outstanding       remaining
                             outstanding           options,        available
                          options, warrants      warrants and      for future
Plan Category                 and rights            rights          issuance
- -------------             -----------------      ------------      ----------

Equity compensation
plans approved by
security holders (1)             0                 $    0            87,645

Equity compensation
plans not approved by
security holders                 0                 $    0                 0

- -----------------------------
 (1) Represents our 1999 Equity Incentive Plan.

     On January 22, 2007, the Board of Directors of Holding in consideration of
the receipt of $500,000 issued 500 shares of Holding common stock as previously
contemplated as well as warrants to purchase an additional 589 shares to certain
management personnel of Collins. Holding also granted options to purchase 3,000


                                       11


shares to management personnel of Collins under a-newly adopted stock option
plan, which as previously contemplated provides for the issuance of up to 3,300
shares of Holding.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and notes
thereto appearing elsewhere in this document.

OVERVIEW

      Immediately prior to October 31, 2006, the Company had no active trade or
business operations but was searching for a suitable business to acquire. As
described in Item 1 of this Annual Report on Form 10-KSB, on October 31, 2006,
we owned, as a result of a Business Combination of Collins Industries, Inc.
("Collins") and Collins I Holding Corp., 80% of the equity interest in the
entity that owns 100% of Collins. 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 fiscal 2006 and 2005 amounts shown in the Consolidated Statements of
Income and Comprehensive Income in the consolidated financial statements are all
pre Business Combination amounts and hence are designated as Predecessor
amounts. The October 31, 2006 Consolidated Balance Sheet includes the accounts
of BNS Holding, Inc. as of that date and, as a result, are designated as
Successor amounts. The comparative amounts as of October 31, 2005 are pre
Business Combination and, as a result, are designated as Predecessor amounts.
For the Consolidated Statements of Cash Flows the amounts for the years ended
October 31, 2006 and 2005 are pre Business Combination and, as a result, are
designated as Predecessor amounts. A third column, representing the transactions
on the date of Business Combination is labeled as Successor as it represents the
transactions resulting from the Business Combination. The transactions in the
Consolidated Statements of Shareholders' Investment up to the date of the
Business Combination are designated as Predecessor transactions and the
transactions subsequent to the Business Combination are shown as Successor
transactions.

COLLINS MANAGEMENT'S DISCUSSION AND ANALYSIS

      Collins evaluates performance based on income from operations.

      Collins accounts for intersegment sales and transfers as if the sales or
transfers were to third parties, with all intercompany 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 sales backlog at October 31, 2006, was approximately $91.1 million
compared to $103.6 million at October 31, 2005. In the opinion of management,
the majority of this sales backlog will be shipped in fiscal 2007.

      Reference is made to footnotes (2) and (3) in "Item 2 - Description of
Property - Properties of Collins" for more information relating to the future
plans with respect to Collins' property, plant and equipment.


                                       12


RESULTS EXPRESSED AS A PERCENTAGE OF SALES

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of Collins' consolidated
results of operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes thereto.

                                                                    2006           2005
                                                                Predecessor     Predecessor
                                                                -----------     -----------
Sales                                                              100.0%          100.0%
Cost of sales                                                       87.5            89.9
                                                                   -----           -----
    Gross profit                                                    12.5            10.1

Selling, general and administrative expenses                         7.7             8.0
Research and development expenses                                    0.0             0.0
                                                                   -----           -----

    Income from operations                                           4.8             2.1

Other income(expense):
  Interest, net                                                     (0.8)           (0.7)
  Other, net                                                         0.0             0.0
                                                                   -----           -----

    Income before provision for income taxes                         4.0             1.4

Provision for income taxes                                           1.4             0.6
                                                                   -----           -----

    Net income                                                       2.6%            0.8%
                                                                   -----           -----

FORWARD-LOOKING STATEMENTS

      This "Management's Discussion and Analysis or Plan of Operations" as well
as other portions of this Report contain forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve a number of assumptions, risks, and uncertainties that could
cause the actual results of the Company to differ materially from those matters
expressed in or implied by such forward-looking statements. They involve known
and unknown risks, uncertainties, and other factors, which are in some cases
beyond the control of the Company. Additional information regarding these risk
factors and uncertainties is described more fully in the Company's SEC filings.
A copy of all filings may be obtained from the SEC's EDGAR web site,
WWW.SEC.GOV, or by contacting the Corporate Secretary at the Company's
headquarters or by telephone (401) 848-6400. The Company does not maintain a web
site. This "Management's Discussion and Analysis or Plan of Operations" should
be read in conjunction with the Company's Consolidated Financial Statements and
the Notes thereto included elsewhere in this Annual Report on Form 10-KSB.

OFF-BALANCE SHEET ARRANGEMENTS

      At October 31, 2006, Collins had two types of off-balance sheet
arrangements described below. These arrangements are not likely to have a
material current or future effect on its financial condition, changes in
financial condition, revenues or expense, results of operations, liquidity,
capital expenditures or capital resources.

      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' or the Company's financial position or results of operations. Collins'
repurchase obligation under these agreements is limited to vehicles which are in
new condition and as to which the dealer still holds title. Collins' contingent
obligation under such agreements was $4,099,875 and $2,089,127 at October 31,
2006 and 2005, respectively.


                                       13


      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' contingent liability under such agreements was approximately
$15.2 million and $19.6 million as of October 31, 2006 and 2005, respectively

CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES OF COLLINS AND BNS HOLDING, INC.

      Collins' consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. Collins believes that of its critical
accounting policies, the following may involve a high degree of judgments,
estimates, and complexity:

      INVENTORIES - Collins values its inventories at the lower of cost or
market. Collins has chosen the first-in, first-out (FIFO) cost method of valuing
its inventories. The effect of the FIFO method is to value ending inventories on
the balance sheet at their approximate current or most recent cost. The market
values for finished goods inventories are determined based on recent selling
prices.

      IMPAIRMENT OF LONG-LIVED ASSETS - - Long-lived assets, such as property
and equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset.

      In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 was effective for fiscal years beginning after
December 15, 2001. Accordingly, after October 31, 2002, goodwill is no longer
amortized over future periods, but is assessed for impairment at least annually
using a fair value test. Collins adopted this new standard on November 1, 2002.

      The Business Combination that occurred on October 31, 2006 was accounted
for under the purchase method in accordance with SFAS No. 141 "Business
Combinations" and, accordingly, the purchase price was allocated to the net
assets acquired based on their fair values at the date of acquisition. 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 Goodwill amount at
October 31, 2006 was determined in accordance with SFAS No. 141, the calculation
of which is shown under Note 2 to the Notes to Consolidated Financial
Statements. On an on-going basis, starting on October 31, 2007, and absent any
impairment indicators, Collins will continue to conduct the required annual
tests and record any impairment losses.

      As of October 31, 2005 Collins tested for goodwill impairment in the bus
and terminal truck/road construction business lines of business using the
discounted cash flow approach and determined that the fair values for each of
these segments exceeded the related carrying values. At October 31, 2005 Collins
gross goodwill related to acquisition of certain bus and terminal truck/road
construction lines of business was approximately $6.1 million and accumulated
amortization of approximately $1.0 million. These amounts relate to the
predecessor accounts. Prior to November 1, 2002 goodwill was amortized on a
straight-line basis over 15-20 years.

      ENVIRONMENTAL REMEDIATION COSTS - The Company accrues for losses
associated with environmental remediation obligations when such losses are
probable and reasonably estimable. Such accruals are adjusted as further
information develops or circumstances change.

      INSURANCE AND MEDICAL 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, however, Collins purchased guaranteed cost workers' compensation insurance
for the states in which it had previously self-insured.


                                       14


      Collins continues to be self-insured in certain states for workers'
compensation claims incurred prior to July 1, 2005. Under these plans,
liabilities are recognized for claims incurred (including claims incurred but
not reported) and changes in the case reserves. At the time a worker's
compensation claim is filed, a liability is estimated to settle the claim. The
liability for workers' compensation claims incurred prior to July 1, 2005 is
determined based on management's estimates of the nature and severity of the
claims and based on analysis provided by third party administrators and by
various state statutes and reserve requirements. Since the liability is an
estimate, the ultimate liability may be more or less than reported. If
previously established accruals are required to be adjusted, such amounts are
included in cost of sales. Group medical reserves are funded through a trust and
are estimated using historical claims' experience.

      Due to the nature of Collins' products, Collins is subject to product
liability claims in the normal course of business. To the extent permitted under
applicable law, Collins maintains insurance with outside insurance carriers to
reduce or eliminate risk to Collins. This insurance coverage includes
self-insured retentions that vary each year. Collins maintains excess liability
insurance with outside insurance carriers to minimize its risks related to
catastrophic claims in excess of all self-insured positions. Any material change
in the aforementioned factors could have an adverse impact on Collins operating
results.

      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.

      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.

      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.


                                       15


      Collins recognized approximately $3.0 million and $2.2 million of revenue,
on a predecessor basis, as of October 31, 2006, and 2005 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 October
31, 2006 and 2005.

      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.


                                       16


PRINCIPAL CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

      BNS Holding, Inc.'s contractual obligations and other commercial
commitments as of October 31, 2006 are summarized below and fully disclosed in
Notes 3 and 9(f) in the Notes to the Consolidated Financial Statements:

                                                              Payments Due by Period (In Millions)
                                              ---------------------------------------------------------------------
                                                             Less Than                        4-5            After
                                               Total          1 Year        1-3 Years         Years         5 Years
                                              --------       ---------      ---------       --------        -------
CONTRACTUAL CASH OBLIGATIONS
Long-term debt                                $   86.3        $   1.4        $   4.6        $   80.3        $ --
Operating lease obligations                        0.6            0.3            0.3          --              --
Annual interest expense*                          48.0            7.5           15.0            25.5          --
Contingent purchase obligations                    4.1            4.1         --              --              --
Chassis contingent obligations                    15.2           15.2         --              --              --
                                              --------        -------        -------        --------        -------
Total contractual cash obligations            $  154.2        $  28.5        $  19.9        $  105.8        $ --
                                              --------        -------        -------        --------        -------

* Assumes that LIBOR rates stay at current level of approximately 5.4% and that
the margin over LIBOR stays at 2.75% for GMAC CF revolver, 3.25% for GMAC CF
term loan and 6.25% for ORIX second lien loan. Also assumed that all interest on
the 15% Steel term loan is paid at maturity.

RECENTLY ISSUED ACCOUNTING STANDARDS

      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


                                       17


RESULTS OF OPERATIONS

FISCAL OCTOBER 31, 2006 COMPARED TO OCTOBER 31, 2005:

      SALES - AMBULANCE SEGMENT - In the year ended October 31, 2006, the
ambulance segment sales were $111.7 million or 36.0% of Collins' consolidated
sales compared to $103.5 million or 38.4% in the year ended October 31, 2005.
Unit volume sales of ambulance products increased 1.3% in the year ended October
31, 2006 compared to the year ended October 31, 2005. This unit increase was
principally due to increased requirements by municipalities and governmental
agencies.

      Income from operations from ambulance products increased by 263% in the
year ended October 31, 2006 compared to the year ended October 31, 2005.
Substantially all of this increase was due to improved margins and a favorable
shift in product mix.

      BUS SEGMENT - In the year ended October 31, 2006, bus segment sales were
$92.0 million or 29.7% of Collins' consolidated sales compared to $77.5 million
or 28.8% in the year ended October 31, 2005. Unit volume sales of bus products
increased by 21.1% in the year ended October 31, 2006 compared to the year ended
October 31, 2005. This increase was principally due to increased sales to
child-care providers and contractors.

      Income from operations from bus segment products increased by 149% in the
year ended October 31, 2006 compared to the year ended October 31, 2005. These
improvements were principally due to the higher unit volumes, improved
absorption of plant costs and improved product mix.

      TERMINAL TRUCK/ROAD CONSTRUCTION SEGMENT - In the year ended October 31,
2006, the terminal truck/road construction segment sales were $106.2 million or
34.3% of Collins' consolidated sales compared to $88.5 million or 32.9% in the
year ended October 31, 2005. Unit volume sales of terminal truck/road
construction products increased 10.7% in the year ended October 31, 2006
compared to the year ended October 31, 2005. This unit volume increase was
principally due to the impact of additional export sales associated with foreign
stevedoring operations, the awarding of the United States contract to Collins,
greater market penetration and higher domestic sales to intermodal and
warehousing customers. This segment also experienced a rebound in the number of
road sweepers sold to the domestic rental market.

      Income from operations from terminal truck/road construction products
improved by 40% in the year ended October 31, 2006 compared to the year ended
October 31, 2005. These improvements were principally due to the higher unit
volumes, improved absorption of plant costs and product mix.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses for the year ended October 31, 2006 were $23.8 million
or 7.6% of consolidated sales compared to $21.4 million or 8.0% of consolidated
sales in the year ended October 31, 2005. This dollar increase in 2006 resulted
from approximately $4.6 million in expenses incurred relating to the Business
Combination as described previously in this document. The 2005 amount includes
$2.1 million of expenses relating to the restatement of Collins financial
statements for the year ended October 31, 2004. Excluding these unusual charges
Selling, General and Administrative expenses would have been 6.2% of
consolidated sales for the year ended October 31, 2006 versus 7.1% for the year
ended October 31, 2005. The decrease in percentage is principally due to
allocating mostly fixed selling, general and administrative costs over a larger
sales base.

      OTHER INCOME (EXPENSE) - Interest expense increased by 23.9% to $2.4
million in the year ended October 31, 2006 compared to $1.9 million in the year
ended October 31, 2005. This increase was principally a result of an overall
increase in interest rates throughout most of the year ended October 31, 2006.
Collins' average outstanding debt in 2006 was 9.5% higher than in 2005 ($27.8
million versus $25.4 million in 2005).


                                       18


      PROVISION FOR TAXES - Income tax expense in the year ended October 31,
2006 was $4.4 million compared to $1.5 million in the fiscal year ended October
31, 2005, while income tax expense as a percentage of pretax income was 35.1%
and 40.4%, respectively. The principal reason for the lower tax rate was lower
state taxes.

      NET INCOME - Collins' net income in the year ended October 31, 2006 was
$8.1 million compared to $2.2 million in the year ended October 31, 2005. The
improvement was due to profit on the increased revenue offset, in part, by
expenses incurred relating to the sale of the Company as described previously in
this document.

LIQUIDITY AND CAPITAL RESOURCES - COLLINS

      Collins has principally relied on internally generated funds, supplier
financing, bank borrowings and industrial revenue bonds to finance its
operations and capital expenditures. Collins working capital requirements vary
from period to period depending on the production volume, the timing of vehicle
deliveries and the payment terms offered to its customers.

      Cash provided by operations was $4.9 million in the year ended October 31,
2006 compared to $0.4 million in the year ended October 31, 2005. Principal
sources of the cash provided by operations in the year ended October 31, 2006
were from Company profits and depreciation and amortization. These sources of
cash from operations were partially offset by uses of cash to fund increases in
receivables, inventories and prepaid expenses, and decreases in accrued
expenses.

      Cash used in investing activities was $1.4 million in the year ended
October 31, 2006 compared to $5.1 million in the year ended October 31, 2005. In
2006, the principal use of cash for investing purposes was $1.4 million of
capital expenditures as compared with $4.7 million in 2005 of which $2.0 million
was spent to purchase a previously leased facility.

      Cash used in financing activities was $3.5 million in the year ended
October 31, 2006 compared to $4.8 million in the year ended October 31,2005. In
fiscal 2006, the principal uses of cash in financing activities related to
payments of long-term debt, purchase of common stock and payments of dividends.

      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.

      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
thereunder, 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 October 31, 2006 the rates, excluding the
applicable margin, for the revolver and term loans were 8.25% and for LIBOR
loans were between 5.36% and 5.40%, depending on the term.


                                       19


      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 senior debt to EBITDA, maximum ratios
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.

      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 thereunder, 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.

      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.

BNS HOLDING, INC. RESULTS OF OPERATIONS PRIOR TO THE ACQUISITION OF AN 80%
INTEREST IN THE PARENT OF COLLINS

      OVERVIEW

      Prior to the Business Combination with Collins the Company had no active
trade or business. After selling its properties in Rhode Island and the United
Kingdom in 2003 and 2004, respectively, the Company had approximately $20
million in unrestricted cash as of October 31, 2005. Concurrent with the
Business Combination, the Company changed its fiscal year end from December 31
to October 31.

      RESULTS OF OPERATIONS

TEN  MONTHS ENDED OCTOBER 31, 2006 COMPARED TO TEN MONTHS ENDED OCTOBER 31,
2005

      For the period from January 1, 2006 to October 31, 2006, BNS Holding, Inc.
incurred a loss of $1.2 million compared to a loss of $1.3 million for the
similar ten-month period ended October 31, 2005. The operating losses for 2006


                                       20


and 2005 are the result of general overhead expenses of the Company, including
legal and professional costs incurred in connection with ongoing litigation and
the exploration of strategic alternatives, including the search for an
acquisition candidate.

      Ten month October 31, 2006 and 2005 results of operations include the
following:

                                                            (In Thousands)

                                                        2006              2005
                                                      --------          --------

      Other income                                    $   777           $   315
      Selling, general & administrative expenses       (1,882)           (1,591)
                                                      -------           -------
      Loss from continuing operations                  (1,105)           (1,276)
      Loss from discontinued operations                  (108)              (27)
                                                      -------           -------
      (Loss) Income                                   $(1,213)          $(1,303)
                                                      =======           =======

      The administrative and overhead costs of the Company were partially offset
by other income in both fiscal years 2006 and 2005. Administrative and overhead
costs consisted primarily of interest income from invested cash resulting from
the sale of the Rhode Island Property and the U.K. Subsidiary. Other Income in
the ten months 2006 and 2005 was $0.8 million and $0.3 million, respectively.
The increase in Other Income resulted primarily from higher interest rates on
invested cash balances.

      The Loss from Discontinued Operations in the ten months ended October
31,2006 of $0.1 million resulted primarily from the accrual of estimated
environmental remediation costs relating to a landfill used by the Company for
its disposal of waste from previous manufacturing activities (see Risk Factors -
Environmental Remediation Costs). The remainder of the Loss in the ten months
ended October 31 2006 and all of the loss in the ten months ended October 31
2005 arose from expenses relating to ongoing environmental monitoring
obligations associated with the Rhode Island Property sold by the Company in
August 2003.

      LIQUIDITY AND CAPITAL RESOURCES

      Prior to the Business Combination, the Company had approximately $19.8
million in unrestricted cash and cash equivalents. Immediately prior to the
Business Combination, the Company borrowed $14 million from Steel (the Steel
Term Loan"), the Company's largest single shareholder, in order to fund the
Business combination. The Company then contributed $29.7 million to acquire the
stock of the holding company that owns Collins. After completion of the Business
Combination on October 31, 2006, the Company had approximately $4.0 million in
unrestricted cash and $428 in restricted cash relating to the earlier sale of it
Rhode Island and U.K. real estate properties in 2003 and 2004, respectively.
Subsequent to October 31, 2006, the Company received approximately $500,000 due
to the settlement of a claim between an insurance broker the Company had used
and the Office of the Massachusetts Attorney General.

       The Steel Term loan incurs interest at a rate of 15% per annum and
matures on August 31, 2011, with interest payable quarterly and may be paid in
kind. As collateral for the Steel Term Loan, the Company 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 the
Company. In addition, Steel also received a first priority pledge of all
outstanding capital stock or other beneficial interest of BNS Holding, Inc. in
Collins.


                                       21


                                  RISK FACTORS

RISKS RELATING TO THE COMPANY

WE CANNOT PREDICT WHAT OUR EXPOSURE TO ENVIRONMENTAL AND PRODUCT LIABILITY
CLAIMS WILL BE IN THE FUTURE.

      Until the Collins transaction, we had no active trade or business.
However, because the Company and its subsidiaries and predecessors previously
conducted manufacturing operations in locations at which, or adjacent to which,
other industrial operations were conducted from time to time, the Company is
subject to environmental claims. As with any such operations that involved the
use, generation, and management of hazardous materials, it is possible that
prior practices, including practices that were deemed acceptable by regulatory
authorities in the past, may have created conditions which could give rise to
liability under current or future environmental laws. Because the law in these
areas is developing rapidly, and because environmental laws are subject to
amendment and widely varying degrees of enforcement, the Company may be subject
to, and cannot predict with any certainty, the nature and amount of
environmental and product liability claims related to these operations or
locations that may arise in the future.

IF WE ARE NOT SUFFICIENTLY INSURED AGAINST POTENTIAL LIABILITIES AT THE RHODE
ISLAND PROPERTY, THIS COULD HAVE A NEGATIVE IMPACT ON OUR CASH FLOW.

      A Phase II environmental investigation on the Company' former Rhode Island
Property, completed in June 2002, indicated certain environmental problems on
the property. The results of the study showed that certain contaminants in the
soil under the property and minor groundwater issues exceeded environmental
standards set by the Rhode Island Department of Environmental Management
("RIDEM"). After extensive testing, the Company's BNS Co. subsidiary submitted a
Remedial Action Work Plan ("RAWP") to RIDEM, and on November 7, 2002, RIDEM
issued a letter approving the RAWP. In April of 2003, the Company's BNS Co.
subsidiary awarded a contract for the remediation work and engaged an
environmental engineering firm to supervise the remediation work and perform
ongoing monitoring of the affected areas. The remediation work was substantially
complete as of December 2003, and in connection with the August 26, 2003 sale of
the Rhode Island Property, the Company's BNS Co. subsidiary established an
escrow account in the amount of $.331 million to cover any additional
remediation costs that may arise. At October 31, 2006, the balance of the escrow
account consisted of $.246 million of restricted funds and $12,000 of
unrestricted accumulated interest. The Company's BNS Co. subsidiary has obtained
insurance against additional known and unknown environmental liabilities at the
Rhode Island Property. However, we may incur additional costs for remediation
above the escrowed amount and insurance limits, and ongoing monitoring of
contaminants may indicate further environmental problems.

      WE MAY INCUR LIABILITIES RELATING TO ENVIRONMENTAL REMEDIATION ACTIONS FOR
OTHER SITES WHERE WE HAVE PREVIOUSLY CONDUCTED MANUFACTURING OPERATIONS AND
LANDFILLS USED TO DISPOSE OF MANUFACTURING WASTE.

      The Company 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. The Company 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 the Company'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, the
Company's participation share could change. The Company has accrued $100,000 as
its best estimate of its obligation with respect to the site. This amount is
included in Accrued Liabilities on the Company's Balance Sheet at October 31,
2006. It is reasonably possible that the Company's recorded estimate of its
obligation may change in the future.

WE MAY HAVE CONTINUING LIABILITIES FROM THE UK PROPERTY WE SOLD.

      The Company has obtained contaminated land insurance coverage to insure
against unknown environmental issues relating to the Heathrow property. In
addition, the Company received a report dated October 2000, which was updated in


                                       22


July 2003, from an independent environmental consulting firm indicating no
evidence of environmental issues relating to that property. However, such issues
may be identified in the future, through the actions or negligence of the
landfill operator or the buyer of the Company's U.K. interests (the "UK
Interests") or other factors, as the buyer continues to operate the property as
a landfill. There is no assurance that there will be no retained liabilities
relating to the property, although the Company is not making any environmental
representations or indemnifications under the U.K. Agreement.

WE ARE INVOLVED IN MANY CLAIMS RELATING TO ALLEGED ASBESTOS MATERIAL USED IN
PRODUCTS WE PREVIOUSLY SOLD, AND IF OUR INSURANCE DOES NOT COVER OUR EXPOSURE,
WE MAY NEED TO PAY TO SETTLE SUCH CLAIMS.

      The Company receives claims from time to time for toxic-tort injuries
related to the alleged use of asbestos material in pumps sold by its former pump
division, which was sold in 1992. Most of these suits are toxic-tort claims
resulting primarily from the use of small internal seals that allegedly
contained asbestos and were used in small fluid pumps manufactured by the
Company's former pump division. The Company has insurance coverage, but in
general the coverage available has limitations. The Company expects that it will
continue to be subject to additional toxic-tort claims in the future.

      The contingent claims relating to the former pump division pose the most
uncertainty. The Company has limited information concerning the number and
location of pumps manufactured and, therefore, is unable to estimate the
aggregate number of claims which might be filed in the future, which is
necessary in order to reliably estimate any financial exposure. This product
line was introduced in the late 1800's. The materials alleged to contain
asbestos were used for an undetermined period of time ending in the late 1960's.
The claims relate to exposure to this alleged asbestos material.

DUE TO OUR BNS CO. SUBSIDIARY'S INCOMPLETE INSURANCE RECORDS, WE MAY NOT BE ABLE
TO RECOVER FROM OUR INSURERS UNDER OUR INSURANCE POLICIES.

      In the late 1980's, insurance companies began issuing polices with
specific exclusions for claims relating to asbestos. The Company's BNS Co.
subsidiary 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 the Company's BNS Co. subsidiary has additional
insurance coverage from 1970 through 1973 that does not include such exclusions.
The insurers involved may not recognize this secondary information as evidence
that the policies were in place due to incomplete insurance records of the
Company's BNS Co. subsidiary. We also do not know if the aforementioned
insurance coverage has eroded from past claims. Policies issued for the
Company's BNS Co. subsidiary beginning in 1989 contained exclusions relating to
asbestos. The Company's BNS Co. subsidiary'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.
Even if we have insurance coverage for asbestos and other product liability
claims under our polices, we may not be able to recover from our 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.

OUR RECORDED LIABILITY ON OUR BALANCE SHEET MAY NOT BE SUFFICIENT TO COVER ALL
OF OUR LIABILITY CLAIMS.

      The Company has recorded a liability of $0.569 million on the consolidated
balance sheet relating to the open and active claims against the Company as of
October 31, 2006. This liability represents an estimate of the likely costs to
defend against or settle these claims by the Company's BNS Co. subsidiary beyond
the amounts reserved by the insurance carriers and previously funded, through
the retroactive billings, by the Company. The Company 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. However, the Company may need to take additional charges in
connection with the defense, settlement or judgment of existing claims. Also,
the costs of future claims and the related costs of defense, settlements or
judgments may not be consistent with the experience to date relating to existing
claims.


                                       23


THE UNCERTAIN PROSPECT OF FUTURE TOXIC-TORT CLAIMS AND THE UNCERTAINTY OF
VALUING SUCH CLAIMS MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO DETERMINE
SHAREHOLDER DISTRIBUTIONS OR TO SELL THE COMPANY.

      It has become apparent that the uncertain prospect of additional
toxic-tort claims being asserted in the future, and the impact of this
uncertainty 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 prospective distributions to shareholders or to negotiate a
satisfactory sale, merger or other change in control transaction with a third
party. These claims would also affect the ability of the Company to carry out an
orderly liquidation proceeding, either through dissolution, formation of a
liquidating trust and liquidation proceedings in the Chancery Court in Delaware,
or in a Chapter 11 federal bankruptcy reorganization proceeding, both of which
would involve provision for payments to creditors and contemplated distributions
to stockholders.

THE COMPANY'S CUMULATIVE NET OPERATING LOSSES ("NOLS") MAY BECOME SIGNIFICANTLY
LIMITED.

      The Company had approximately $54.4 million of NOLs at October 31, 2006,
which were available to offset taxable earnings in the future. In the event of a
"change of ownership" within the meaning of Section 382 of the Internal Revenue
Code, the ability of the Company to use these NOLs to offset future taxable
earnings becomes somewhat limited, but the NOL's are not eliminated. The Company
does not believe that such a "change of ownership", has occurred, but there can
be no assurance that, through circumstances beyond the control of the Company,
that a "change of ownership" will occur in the future, and that the utility of
the NOLs will be substantially impaired.

OUR FUTURE EXPENSE MAY BE GREATER THAN WE ANTICIPATED SO WE MAY NOT HAVE
ADEQUATE RESOURCES FOR FUNDING OUR OPERATIONS.

      The future expenses of the Company (including the expenses of maintaining
the Company as a "public" reporting entity under SEC regulations and the
expenses and liabilities associated with toxic tort asbestos claims against the
Company, as discussed above) may be greater than anticipated and investment
earnings or profits from its business acquisition may be less than anticipated
and that, as a result, we may not have adequate resources for funding our
operations.

OUR SUBSIDIARIES HAVE INCURRED SIGNIFICANT INDEBTEDNESS UNDER THE LOAN
AGREEMENTS.

      On October 31, 2006, CS Acquisition entered into a new senior loan
agreement with GMAC CF and a new second lien loan agreement with ORIX. Effective
upon the Business Combination, the loan agreements were assumed by Collins,
Collins Bus Corporation, Wheeled Coach Industries, Inc., Capacity of Texas,
Inc., Mid Bus, Inc., and Mobile Products, Inc., as borrowers and guarantors
thereunder. The GMAC CF senior loan agreement provides for aggregate credit
facilities of $56 million and the ORIX second lien loan agreement provides for a
term loan facility of $45 million.


                                       24


      Substantially all of Collins' cash flow earned during the terms of the
loan agreements will be applied to make interest and principal payments under
the loan agreements. Payment of these debt obligations may limit our ability to
freely conduct our operations and our ability to grow and develop our business
for so long as the loan agreements are in effect.

IF AN EVENT OF DEFAULT OCCURS UNDER THE LOAN AGREEMENTS, IT COULD RESULT IN A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS, OPERATING RESULTS, OR FINANCIAL
CONDITION AS THE LENDERS MAINTAIN PRIORITY SECURITY INTERESTS ON ALL OF THE
ASSETS OF OUR SUBSIDIARIES.

      The lenders under the GMAC CF senior loan agreement and the lenders under
the ORIX second lien loan agreement have first and second priority security
interests, respectively, on all of the assets of the borrowers and guarantors
under the loan agreements. The loan agreements contain events of default
including, but not limited to, the following:

      o      the failure by the borrowers or guarantors to pay interest,
      principal payments under the loan agreements when due;

      o      a breach by the borrowers or guarantors of any covenant in the
      loan agreements;

      o      a default or event of default under the loan agreements;

      o      a breach by the borrowers or guarantors of any representation or
      warranty made by them in the loan agreements;

      o      certain bankruptcy and bankruptcy related matters; and

      o      the failure by the borrowers or guarantors to pay any indebtedness
      having an individual principal amount in excess of $250,000 or having an
      aggregate principal amount in excess of $500,000.

      In the event an event of default occurs under the loan agreements, we may
be forced to restructure, file for bankruptcy, sell assets, or cease operations,
any of which would put the Company and the value of our common stock, at
significant risk. As our subsidiaries' obligations under the loan agreements are
secured by substantially all of their assets, failure by our subsidiaries to
fulfill their obligations under the loan agreements could lead to loss of these
assets.

THE RESTRICTIONS ON THE ACTIVITIES OF OUR SUBSIDIARIES CONTAINED IN THE LOAN
AGREEMENTS WILL NEGATIVELY IMPACT THE ABILITY OF OUR SUBSIDIARIES TO OBTAIN
FINANCING FROM OTHER SOURCES.

      So long as the GMAC CF and ORIX loan agreements remain outstanding, we are
 restricted from incurring additional indebtedness other than certain limited
 amounts of permitted indebtedness. To the extent that additional debt financing
 is required for us to conduct our operations, the debt incurrence and other
 restrictions contained in the loan agreements will likely materially adversely
 impact our ability to achieve our operational objectives.

THE LOAN AGREEMENTS PROHIBIT OUR SUBSIDIARIES FROM MAKING DISTRIBUTIONS TO US
EXCEPT IN LIMITED AMOUNTS AND IN LIMITED CIRCUMSTANCES.

      The GMAC CF and ORIX loan agreements prohibit the borrowers and guarantors
thereunder from making distributions to us except that for so long as no event
of default is existing or would be created thereby, the borrowers and guarantors
may make aggregate annual payments to us of $500,000. The existence of these
restrictions effectively deprives us of substantially all cash flow earned by
our subsidiaries while the loan agreements are in effect

WE HAVE GRANTED STEEL PARTNERS A SECURITY INTEREST.

      As collateral for the Steel Term Loan, we 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 us. In addition, Steel


                                       25


shall also receive a first priority pledge of all outstanding capital stock or
other beneficial interest of ours in Holding. Such requirements may limit our
ability to borrow in the future.

RISKS RELATING TO THE BUSINESS COMBINATION

AS A RESULT OF THE BUSINESS COMBINATION, WE HAVE BECOME SUBJECT TO MORE
REPORTING REQUIREMENTS OF FEDERAL SECURITIES LAWS, WHICH CAN BE EXPENSIVE.

      As a result of the Business Combination, we have become an operating
company. Accordingly, we may be subject to more information and reporting
requirements of the Exchange Act and other Federal securities laws, including
compliance with the Sarbanes-Oxley Act. The costs of preparing and filing annual
and quarterly reports, proxy statements and other information with the SEC
(including reporting of the Business Combination) and furnishing audited reports
to stockholders may increase and may cause our expenses to be higher.

      In addition, it may be time consuming, difficult and costly for us to
develop and implement the internal controls and reporting procedures required by
the Sarbanes-Oxley Act. We may need to hire additional financial reporting,
internal controls and other finance personnel in order to develop and implement
appropriate internal controls and reporting procedures. If we are unable to
comply with the internal control requirements of the Sarbanes-Oxley Act, we may
not be able to obtain the independent accountant certifications required by the
Sarbanes-Oxley Act.

BECAUSE WE WERE PREVIOUSLY A SHELL COMPANY AND ACQUIRED AN OPERATING ENTITY BY
MEANS OF A REVERSE MERGER WITH ONE OF OUR SUBSIDIARIES, WE MAY NOT BE ABLE TO
ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

      There may be risks associated with us formerly being a shell company and
acquiring an operating entity through a "reverse merger". Securities analysts of
major brokerage firms may not provide coverage of us since there is no incentive
to brokerage firms to recommend the purchase of our common stock. No assurance
can be given that brokerage firms will, in the future, want to conduct any
secondary offerings on our behalf.

RISKS RELATING TO THE COMPANY'S COMMON STOCK

THE PUBLIC PERCEPTION OF SHARES TRADED ON THE OTC BULLETIN BOARD MAY NEGATIVELY
AFFECT OUR STOCK PRICE.

      The Company's Class A Common Stock was de-listed from the New York Stock
Exchange and commenced trading on the OTC Bulletin Board under the symbol
"BNSXA" and was listed on the Boston Stock Exchange on February 11, 2002. The
symbol was subsequently changed to "BNSIA." There may not be a sufficient number
of securities firms prepared to make an active trading market in our stock, and
the public perception of the value of the Class A Common Stock may negatively
affect our stock price.

OUR STOCK PRICE MAY BE VOLATILE.

      The market price of our common stock is likely to be highly volatile and
could fluctuate widely in price in response to various factors, many of which
are beyond our control, including the following:

      o  Technological innovations or new products and services by us or our
         competitors;

      o  Additions or departures of key personnel;

      o  Sales of our Common Stock;

      o  Our ability to execute our business plan;

      o  Operating results that fall below expectations;


                                       26


      o  Loss of any strategic relationship;

      o  Industry developments;

      o  Economic and other external factors; and

      o Period-to-period fluctuations in our financial results.

      In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common stock.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE
LIMITED TO THE VALUE OF OUR COMMON STOCK.

      We do not anticipate paying dividends in the foreseeable future. The
payment of dividends on our common stock will depend on earnings, financial
condition and other business and economic factors affecting it at such time as
the Board of Directors may consider relevant. If we do not pay dividends, our
common stock may be less valuable because a return on your investment will only
occur if our stock price appreciates.

THERE IS CURRENTLY NO LIQUID TRADING MARKET FOR OUR COMMON STOCK AND WE CANNOT
ENSURE THAT ONE WILL EVER DEVELOP OR BE SUSTAINED.

      Our Class A Common Stock was de-listed from the New York Stock Exchange
and commenced trading on the OTC Bulletin Board under the symbol "BNSXA" and was
listed on the Boston Stock Exchange on February 11, 2002. The symbol was
subsequently changed to "BNSIA." We cannot predict how liquid the market for our
common stock might become. Our common stock could also be suspended from the OTC
Bulletin Board, the trading price of our common stock could suffer, the trading
market for our common stock may be less liquid and our common stock price may be
subject to increased volatility.

OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON
STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

      If our stockholders sell substantial amounts of our common stock in the
public market, the price of our common stock could fall and could create a
situation commonly referred to as an "overhang." The existence of an overhang,
whether or not sales have occurred or are occurring, could make our ability to
raise additional financing through the sale of equity or equity-related
securities in the future at a time and price that we deem reasonable or
appropriate more difficult.

OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AUTHORIZES OUR BOARD TO
CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR
STOCKHOLDERS, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR
COMMON STOCK.

      Our Board of Directors has the authority to fix and determine the relative
rights and preferences of preferred stock. Our Board of Directors also has the
authority to issue preferred stock without further stockholder approval. As a
result, our Board of Directors could authorize the issuance of a series of
preferred stock that would grant to holders the preferred right to our assets
upon liquidation, the right to receive dividend payments before dividends are
distributed to the holders of common stock and the right to the redemption of
the shares, together with a premium, prior to the redemption of our common
stock. In addition our Board of Directors could authorize the issuance of a
series of preferred stock that has greater voting power than our common stock or
that is convertible into our common stock, which could decrease the relative
voting power of our common stock or result in dilution to our existing
stockholders.


                                       27


ITEM 7.  FINANCIAL STATEMENTS.

         CONSOLIDATED FINANCIAL STATEMENTS

         PLEASE SEE PAGES 1-F THROUGH 6B-F AT THE END OF THIS REPORT.


                                       28


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

      Effective as of December 8, 2006, Ernst & Young, LLP ("E&Y") resigned as
our independent registered public accounting firm. Effective as of December 8,
2006, we retained McGladrey & Pullen, LLP ("McGladrey") as our independent
accountant.

      McGladrey was the independent accountant of Collins Industries Inc.
("Collins") prior to its Business Combination. Since the Company now owns 80% of
the outstanding equity interest of the entity which controls Collins and we have
no other operating businesses, we believe that it is in our best interest to
have McGladrey become our independent auditors. We therefore retained McGladrey
as our new independent registered accounting firm effective as of December 8,
2006. The principal office of McGladrey is located at 3600 American Blvd. W.,
Third Floor, Bloomington, MN 55431-4502.

      The reports of E&Y on our financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Each report also, for the past two fiscal years, contained an explanatory
paragraph stating that the Company has no active trade or business which raises
substantial doubt about the Company's ability to continue as a going concern.

      The decision to change accountants was approved by both our audit
committee and Board of Directors on December 8, 2006.

      During our two most recent fiscal years and the subsequent interim period
prior to December 8, 2006, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of E&Y, would have
caused it to make reference to the matter in connection with its reports.

      During our two most recent fiscal years and the subsequent interim period
prior to December 8, 2006, E&Y did not advise the Company that (i) internal
controls necessary to develop reliable financial statements were lacking, (ii)
information had come to its attention making it no longer willing to rely on
management's representations or to be associated with the financial statements
prepared by management, or (iii) the scope of the audit needed to be expanded
significantly, or that information had come to its attention that, if further
investigated, would or might materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent audited financial statements.

      During our two most recent fiscal years and the subsequent interim periods
prior to December 8, 2006, we did not consult McGladrey regarding either: (i)
the application of accounting principles to a specified transaction, completed
or proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, or (ii) any matter that was either the subject
of a disagreement as defined in Item 304(a)(1)(iv)(A) of Regulation S-B or an
event as described in Item 304(a)(1)(iv)(B) of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      Based on our management's evaluation (with the participation of our
principal executive officer and principal financial officer), as of the end of
the period covered by this report, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended, (the "Exchange Act") are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.


                                       29


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      There was no change in our internal control over financial reporting
during the fiscal quarter ended October 31, 2006 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

ITEM 8B. OTHER INFORMATION.

      There was no information that was required to be disclosed in a report on
Form 8-K during the fourth quarter of fiscal year ended October 31, 2006, that
was not reported.

                                    PART III

Item 9, "Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(A) Of the Exchange Act", Item 10, "Executive
Compensation", Item 11, "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters", Item 12, "Certain Relationships and
Related Transactions", and Item 14, "Principal Accountant Fees and Services"
have been omitted from this report inasmuch as the Company will file with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this report a definitive Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held on or
before February 28, 2007, at which meeting the stockholders will vote upon
election of the directors. This information in such Proxy Statement is
incorporated herein by reference.

ITEM 13. EXHIBITS.

Exhibit
Number         Description
- ------         -----------
 2.1 (a)       Agreement and Plan of Merger, dated as of December 14, 2004, by
               and among BNS Co., BNS Holding, Inc. and BNS Holdings Merger Sub,
               Inc. (incorporated herein by reference to Exhibit 99.1 to the
               Company's Form 8-K filed on December 14, 2004).

 2.1 (b)       Merger Agreement dated September 26, 2006 by and among Collins
               Industries, Inc., CA Acquisition Corp. and Steel Partners II,
               L.P. (incorporated herein by reference to Exhibit 2.1 to the
               Company's Form 8-K filed on November 6, 2006).

 3.1           Amended and Restated Certificate of Incorporation of BNS Holding,
               Inc. (incorporated herein by reference to Exhibit 99.2 to the
               Company's Form 8-K filed on December 14, 2004).

 3.2           Amended and Restated By-laws of BNS Holding, Inc. (incorporated
               herein by reference to Exhibit 3.1 to the Company's Form 8-K
               filed on April 8, 2005).

 3.3           Certificate of Designation, Preferences and Rights of Series B
               Participating Preferred Stock (incorporated herein by reference
               to Exhibit 2 to the Company's Form 8-K filed on March 5, 1998
               (the "3/5/98 Form 8-K")).

 4.1           Rights Agreement, dated as of February 13, 1998 ("Rights
               Agreement"), by and between Brown & Sharpe Manufacturing Company
               and BankBoston N.A., as Rights Agent (incorporated herein by
               reference to Exhibit 1 to the 3/5/98 Form 8-K).

 4.2           Notice of Adjustment under the Rights Agreement, dated May 21,
               2001 (incorporated herein by reference to Exhibit 99.1 to the
               Company's Form 8-K filed on May 21, 2001).

 4.3           Amendment to Rights Agreement, effective October 18, 2001,
               appointing EquiServe Trust Company, N.A. as the rights agent
               (incorporated herein by reference to Exhibit 10.902 to the
               Company's Form 10-Q for the quarter ended September 30, 2001 and
               filed on November 14, 2001).


                                       30


 4.4           Amendment No. 2 to Rights Agreement, dated as of October 10, 2002
               (incorporated herein by reference to Exhibit 99.1 to the
               Company's Form 8-K filed on October 15, 2002).

 4.5           Amendment No. 3 to Rights Agreement, dated as of October 6, 2003
               (incorporated herein by reference to Exhibit 99.1 to the
               Company's Form 8-K filed on October 7, 2003).

 4.6           Amendment No. 4 to Rights Agreement, dated as of December 8, 2004
               (incorporated herein by reference to Exhibit 99.2 to the
               Company's Form 8-K filed on December 9, 2004).

 4.7           Rights Agreement Assumption Agreement, dated as of December 14,
               2004, between BNS Holding, Inc., BNS Co. and EquiServe Trust
               Company, N.A. (incorporated herein by reference to Exhibit 99.4
               to the Company's Form 8-K filed on December 14, 2004).

10.1           Brown & Sharpe Manufacturing Company 1999 Equity Incentive
               (incorporated herein by reference to Exhibit 10.109 to the
               Company's Form 10-Q for the quarter ended June 30, 1999 and filed
               August 13, 1999).

10.2           Instrument of Adoption and Assumption of the Company's 1999
               Equity Incentive Plan, dated as of December 14, 2004, by BNS
               Holding, Inc. (incorporated herein by reference to Exhibit 99.6
               to the Company's Form 8-K filed on December 14, 2004).

10.3           Form of Indemnity Agreement between Company and its Directors and
               Executive Officers (incorporated herein by reference to Exhibit
               10.80 to the Company's Form 10-K for the fiscal year ended
               December 31, 1996 and filed on March 28, 1997 (the "1996 10-K")).

10.4           Instrument of Adoption and Assumption of Indemnity Agreements,
               dated as of December 14, 2004, by BNS Holding, Inc. (incorporated
               herein by reference to Exhibit 99.5 to the Company's Form 8-K
               filed on December 14, 2004).

10.5           Engagement Letter, dated as of March 7, 2005, between Michael
               Warren Associates, Inc. and the Company (incorporated herein by
               reference to Exhibit 99.1 to the Company's Form 8-K filed on
               March 7, 2005).

10.6           Form of Indemnity Agreement between the Company and Michael
               Warren, dated December 20, 2002 (incorporated herein by reference
               to Exhibit 10.38 to the Company's Form 10-K for the fiscal year
               ended December 31, 2002 and filed on March 26, 2003).

10.7           Purchase and Sale Agreement, dated as of February 5, 2004, BNS
               Co., BNS International, Ltd. And Bath Road Holdings Limited
               Ethics (incorporated herein by reference to Exhibit 10.41 to the
               Company's Form 10-K for the fiscal year ended December 31, 2003
               and filed on March 2, 2004 (the "2003 10-K")).

10.8
               Confirmatory Agreement, dated as of December 8, 2004, between the
               Company and Steel Partners II, L.P. (incorporated herein by
               reference to Exhibit 99.1 to the Company's Form 8-K filed on
               December 9, 2004).

10.9           Instrument of Adoption and Assumption of Confirmatory Agreement,
               dated as of December 14, 2004, by BNS Holding, Inc. (incorporated
               herein by reference to Exhibit 99.8 to the Company's Form 8-K
               filed on December 14, 2004).

10.10          Stockholders Agreement dated October 31, 2006 by and among BNS
               Holding, Inc., Collins I Holding Corp., Collins Industries, Inc.,
               American Industrial Partners and certain employee shareholders.
               (incorporated herein by reference to Exhibit 10.1 to the
               Company's Form 8-K filed on November 6, 2006).


                                       31


10.11          Term Loan Agreement dated October 30, 2006 by and between BNS
               Holding, Inc. and Steel Partners II, L.P. (incorporated herein by
               reference to Exhibit 10.2 to the Company's Form 8-K filed on
               November 6, 2006).

10.12          Loan and Security Agreement dated as of October 31, 2006 by and
               among CS Acquisition Corp., Collins Industries, Inc., Collins Bus
               Corporation, Wheeled Coach Industries, Inc., Capacity of Texas,
               Inc., Mid Bus, Inc., and Mobile Products, Inc., as borrowers,
               Collins Ambulance Corp., Wheeled Coach Enterprises, Inc.,
               Mobile-Tech Corporation, World Trans, Inc., Brutzer Corporation,
               Collins Financial Services, Inc., as guarantors, and GMAC
               Commercial Finance LLC, as agent and as a lender. (incorporated
               herein by reference to Exhibit 10.3 to the Company's Form 8-K
               filed on November 6, 2006).

10.13          Loan and Security Agreement dated as of October 31, 2006 by and
               among CS Acquisition Corp., Collins Industries, Inc., Collins Bus
               Corporation, Wheeled Coach Industries, Inc., Capacity of Texas,
               Inc., Mid Bus, Inc., and Mobile Products, Inc., as borrowers,
               Collins Ambulance Corp., Wheeled Coach Enterprises, Inc.,
               Mobile-Tech Corporation, World Trans, Inc., Brutzer Corporation,
               Collins Financial Services, Inc., as guarantors, and ORIX Finance
               Corp., as agent and as a lender. (incorporated herein by
               reference to Exhibit 10.4 to the Company's Form 8-K filed on
               November 6, 2006).

10.14          Management Agreement dated October 31, 2006 by and between BNS
               Holding, Inc. and Collins Industries, Inc. (incorporated herein
               by reference to Exhibit 10.5 to the Company's Form 8-K filed on
               November 6, 2006).

10.15          Warrant dated October 31, 2006 issued by Collins I Holding Corp.
               in favor of BNS Holding, Inc. (incorporated herein by reference
               to Exhibit 10.6 to the Company's Form 8-K filed on November 6,
               2006).

10.16          Subscription Agreement dated October 31, 2006 by and between BNS
               Holding, Inc. and Collins I Holding Corp. (incorporated herein by
               reference to Exhibit 10.7 to the Company's Form 8-K filed on
               November 6, 2006).

10.17          Pledge and Security Agreement dated October 30, 2006 by and
               between BNS Holding, Inc. and Steel Partners II, L.P.
               (incorporated herein by reference to Exhibit 10.8 to the
               Company's Form 8-K filed on November 6, 2006).

10.18          Note from the Term Loan Agreement dated October 30, 2006 by and
               between BNS Holding, Inc. and Steel Partners II, L.P.
               (incorporated herein by reference to Exhibit 10.9 to the
               Company's Form 8-K filed on November 6, 2006).

10.19          Letter from Collins Industries, Inc. to Steel Partners II, L.P.,
               dated October 31, 2006 related to the payment of an advisory fee
               of $1.0 million. (incorporated herein by reference to Exhibit
               10.10 to the Company's Form 8-K filed on November 6, 2006).

10.20          Confidential Settlement Agreement and Full and Final Release of
               Claims, dated January 2, 2007 by and between Hays Insurance
               Brokerage Group of New England, LLC, BNS Holding, Inc. and BNS
               Co. (incorporated herein by reference to Exhibit 99.1 to the
               Company's Form 8-K filed on January 5, 2007)

10.21          Collins I Holding Corp. 2007 Long-Term Incentive Plan *

14             Code of Business Conduct and Ethics (incorporated herein by
               reference to Exhibit 14.1 to the 2003 10-K).*


                                       32


21             Subsidiaries of the Company.*

23             Consent of Independent Registered Public Accounting Firm.*

31.1           Section 302 Certification of Chief Executive Officer.*

31.2           Section 302 Certification of Chief Financial Officer.*

32             Section 906 Certification of Chief Executive Officer and Chief
               Financial Officer.*

* filed herewith


                                       33


                                   SIGNATURES

      In accordance with Section 13 or 15(d) 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.



         Date: January 29, 2007           By: /s/ Michael Warren
                                              ----------------------------------
                                              Name: Michael Warren
                                              Title: President , Chief Executive Officer and
                                                     Chief Financial Officer

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

      /s/ Kenneth N. Kermes      Chairman of the Board and Director        January 29, 2007
      ------------------
      Kenneth N. Kermes

      /s/ J. Robert Held         Director                                  January 29, 2007
      ------------------
      J. Robert Held

      /s/ Jack Howard            Director                                  January 29,2007
      ------------------
      Jack Howard

      /s/ James Henderson        Director                                  January 29, 2007
      ------------------
      James Henderson

      /s/ Michael  Warren        President and Chief Executive Officer     January 29, 2007
      ------------------         Vice President and Chief Financial
      Michael  Warren            Officer (Principal Executive Officer)
                                 (Principal Financial Officer)


      /s/ Paul Bamatter          (Principal Accounting Officer) and        January 29, 2007
      ------------------         Vice President of
      Paul Bamatter              Collins Industries Inc.


                                              34







                                    CONSOLIDATED FINANCIAL STATEMENTS OF

                                    BNS HOLDING, INC

                                    YEAR ENDED OCTOBER, 31, 2006




                                      1-F


McGladrey & Pullen
Certified Public Accountants



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
BNS Holding, Inc.
Middletown, Rhode Island

We have audited the consolidated balance sheets of BNS Holding, Inc. and
Subsidiaries as of October 31, 2006 (successor) and 2005 (predecessor) and the
related consolidated statements of income and comprehensive income,
shareholders' investment and cash flows for the years ended October 31, 2006
(predecessor) and 2005 (predecessor) and the related consolidated statements of
shareholders' investment and cash flows as of October 31, 2006 (successor).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those statements require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financials statements referred to above present
fairly, in all material respects, the financial position of BNS Holding, Inc.
and Subsidiaries as of October 31, 2006 (successor) and 2005 (predecessor), and
the results of their operations and their cash flows for the years ended October
31, 2006 (predecessor) and 2005 (predecessor) and the related consolidated
statements of shareholders' investment and cash flows as of October 31, 2006
(successor) in conformity with U.S. generally accepted accounting principles.


/s/ McGladrey & Pullen, LLP

Kansas City, Missouri
January 29, 2007


                                      2-F


BNS Holding, Inc. and Subsidiaries
CONSOLIDATED  STATEMENTS OF INCOME AND COMPREHENSIVE  INCOME
For the years ended October 31, 2006 and 2005

                                                                    2006                       2005
                                                               -------------              --------------
                                                                Predecessor                Predecessor

Sales                                                          $ 309,866,788              $ 269,448,588
Cost of sales                                                    271,087,823                242,238,624
                                                               -------------              -------------
          Gross profit                                            38,778,965                 27,209,964

Selling, general and administrative expenses                      23,716,966                 21,421,351
Research and development expenses                                    129,583                    101,578
                                                               -------------              -------------

          Income from operations                                  14,932,416                  5,687,035

Other income (expense):
   Interest, net                                                  (2,498,436)                (2,004,594)
   Other, net                                                        110,553                     78,126
                                                               -------------              -------------

                                                                  (2,387,883)                (1,926,468)
                                                               -------------              -------------

          Income before provision for income taxes                12,544,533                  3,760,567

Provision for income taxes (Note 5)                                4,401,018                  1,520,000
                                                               -------------              -------------

          Net income                                               8,143,515                  2,240,567

Other comprehensive income, net of tax:
   Unrealized gain on interest rate swap agreement                      --                       25,562
                                                               -------------              -------------

          Comprehensive income                                 $   8,143,515              $   2,266,129
                                                               =============              =============

The accompanying notes are an integral part of these consolidated financial statements


                                                   3-F


BNS Holding, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
October 31, 2006 and 2005

                        ASSETS (Notes 2 and 3)                                       2006                  2005
                                                                                -------------          -------------
                                                                                  Successor             Predecessor
Current assets:
   Cash and cash equivalents                                                    $   6,713,032          $     222,594
   Receivables, less allowance for uncollectible accounts of $23,668               16,252,776             12,633,788
       in 2006 and $150,985 in 2005
   Inventories                                                                     40,332,490             40,137,726
   Income taxes receivable                                                          3,873,009                      0
   Deferred income taxes (Note 5)                                                   1,484,000              1,824,000
   Prepaid expenses and other current assets                                        2,756,677              2,263,848
                                                                                -------------          -------------
          Total current assets                                                     71,411,984             57,081,956

Restricted cash                                                                       428,423                 97,072

Property and equipment:
   Land and improvements                                                            5,938,751              2,864,053
   Buildings and improvements                                                      15,464,400             21,866,133
   Machinery and equipment                                                         12,825,556             25,211,495
   Office furniture and fixtures                                                      259,340              4,282,154
                                                                                -------------          -------------
                                                                                   34,488,047             54,223,835
   Less - accumulated depreciation                                                     33,537             32,824,994
                                                                                -------------          -------------
                                                                                   34,454,510             21,398,841

Deferred income taxes (Note 5)                                                     12,187,000                      0
Deferred financing costs                                                            3,094,415                244,384
Goodwill (Note 2)                                                                  28,559,408              5,050,232
Other assets                                                                          685,909              1,175,828
                                                                                -------------          -------------
Total Assets                                                                    $ 150,821,649          $  85,048,313
                                                                                =============          =============

                LIABILITIES & SHAREHOLDERS' INVESTMENT
Current liabilities
   Current maturities of long-term debt (Note 3)                                $   1,372,000          $   3,109,235
   Controlled disbursements                                                         4,407,160              3,994,800
   Accounts payable                                                                18,509,301             17,796,263
   Accrued expenses and other current liabilities                                   8,443,799              8,112,587
   Payable to former shareholder (Note 9(h))                                       10,628,138                      0
                                                                                -------------          -------------
          Total current liabilities                                                43,360,398             33,012,885

Long-term debt, less current maturities (Note 3)                                   84,958,573             23,591,586

Deferred income taxes (Note 5)                                                              0              1,851,726
Minority interest (Note 8)                                                          2,800,000                      0

Shareholders' investment:(Note 6)
Issued and outstanding - 2006-Class A 3,038,962 issued and
3,030,444 outstanding                                                                  30,390                663,301
   Paid-in capital                                                                 87,121,857             13,992,808
   Treasury Stock; 8,518 shares at cost                                              (454,951)                     0
   Deferred compensation                                                                    0             (1,550,370)
   Retained earnings (deficit)                                                    (66,994,618)            13,486,377
                                                                                -------------          -------------
          Total shareholders' investment                                           19,702,678             26,592,116
                                                                                -------------          -------------
   Total Liabilities & Shareholders' Investment                                 $ 150,821,649          $  85,048,313
                                                                                =============          =============

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                         4-F


BNS Holding, Inc and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended October 31, 2006 and 2005 and for October 31, 2006

                                                                                   October 31
                                                                 2006                  2006                 2005
                                                           --------------        --------------        --------------
                                                              Successor            Predecessor           Predecessor
Cash flow from operations:
   Cash received from customers                            $        --           $ 302,394,602         $ 267,793,887
   Cash paid to suppliers and employees                             --            (289,234,951)         (263,759,849)
   Interest paid, net                                               --              (2,620,010)           (1,941,960)
   Income taxes paid                                                --              (5,610,303)           (1,714,195)
                                                           -------------         -------------         -------------
      Cash provided by operations                                      0             4,929,338               377,883
                                                           -------------         -------------         -------------

Cash flow from investing activities:
   Capital expenditures                                             --              (1,425,818)           (4,709,782)
   Acquisition cost, net of cash acquired                    (98,838,151)
   Proceeds from sale of property and equipment                     --                   3,000                  --
   Expenditures for other assets                                    --                    --                (416,850)
                                                           -------------         -------------         -------------
      Cash (used in) investing activities                    (98,838,151)           (1,422,818)           (5,126,632)
                                                           -------------         -------------         -------------

Cash flow from financing activities:
   Principal payments of long-term debt                             --              (1,554,607)           (2,207,279)
   Proceeds from long-term debt                               85,530,573                  --               8,040,430
   Changes in restricted unexpended IRB cash                        --                  97,072               262,738
   Proceeds from purchase options and NQSO Benefits                                  1,886,825
   Purchase of common stock and other capital transactions          --              (2,698,280)             (245,973)
   Payment of dividends                                             --              (1,216,826)           (1,041,671)
                                                           -------------         -------------         -------------
      Cash provided by (used in) financing activities         85,530,573            (3,485,816)            4,808,245
                                                           -------------         -------------         -------------

Net increase (decrease) in cash and cash equivalents         (13,307,578)               20,704                59,496
Cash and cash equivalents at beginning of year                20,020,610               222,594               163,098
                                                           -------------         -------------         -------------

Cash and cash equivalents at end of year                       6,713,032               243,298               222,594

Reconciliation of net income to net
cash provided by operations:
   Net income                                                       --               8,143,515             2,240,567
   Accelerated vesting of restricted shares                         --               1,550,370               409,500
   Depreciation and amortization                                    --               3,123,130             3,398,630
   Deferred income taxes                                            --                 490,214               896,000
   (Gain) Loss on sale of property and equipment                    --                    (236)               72,680
Changes in assets and liabilities:
   (Increase) in receivables                                        --              (7,413,803)           (1,654,701)
   (Increase) in inventories                                        --                (194,764)           (1,078,541)
   (Increase) in prepaid expenses                                   --                 (58,383)             (263,929)
   Increase (decrease) in controlled disbursements                  --                 412,360            (1,673,717)
   Increase (decrease) in accounts payable                          --                 713,039              (612,028)
   (Decrease) in accrued expenses                                   --              (1,836,104)           (1,356,578)
                                                           -------------         -------------         -------------
   Cash provided by operations                             $           0         $   4,929,338         $     377,883
                                                           =============         =============         =============

The accompanying notes are an integral part of these consolidated financial statements


                                                         5-F


BNS Holding, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'  INVESTMENT For the years ended October
31, 2006 and 2005

                                                   Common Stock
                                              ------------------------     Paid-in        Retained      Treasury       Deferred
                                                Shares       Amount        Capital        Earnings        Stock      Compensation
                                              ---------   ------------   ------------   ------------   ------------  -------------
                                              Predecessor Predecessor    Predecessor    Predecessor    Predecessor    Predecessor

October 31, 2004                              6,369,327   $    636,933   $ 13,342,600   $ 12,287,481   $          0  ($ 1,498,152)

Stock issued under stock option plans           646,195         64,620      2,757,528           --             --            --
Issuance of restricted stock awards, net        184,000         18,400        904,150           --             --        (513,050)
Amortization of restricted stock awards                                                                                   435,270
Net income                                         --             --             --        2,240,567           --            --
Other comprehensive income (net of                 --             --             --             --             --          25,562
   taxes)
Tax benefit from NQSO options                      --             --          603,401           --             --            --
   exercised
Cash dividends paid                                --             --             --       (1,041,671)          --            --
Purchase and retirement of treasury stock      (566,509)       (56,652)    (3,614,871)          --             --            --
                                              ---------   ------------   ------------   ------------   ------------  ------------

October 31, 2005                              6,633,013        663,301     13,992,808     13,486,377              0    (1,550,370)

Amortization of restricted stock awards            --             --             --             --             --       1,550,370
Sale of one share of non redeemable stock             1           --                8           --             --            --
Net income                                         --             --             --        8,143,515           --            --
Tax benefit from NQSO options and                  --             --        1,886,825           --             --            --
   restricted stock exercised
Cash dividends paid                                --             --             --       (1,216,826)          --            --
Purchase and retirement of treasury stock      (289,638)       (28,964)          --       (2,669,324)          --            --
                                              ---------   ------------   ------------   ------------   ------------  ------------

October 31, 2006-Prior to Business            6,456,676   $    634,337   $ 15,879,641   $ 17,743,742   $          0  $          0
Combination
                                              =========   ============   ============   ============   ============  ============


                                              Successor     Successor      Successor      Successor      Successor     Successor

October 31, 2006 Post Business Combination    3,030,444   $     30,390    $ 87,121,857 ($ 66,994,618)  ($   454,951) $          0
                                              =========   ============    ============ =============   ============  ============


                                                               6A-F



BNS Holding, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'  INVESTMENT
For the years ended October 31, 2006 and 2005 (continued)

                                                 Total
                                              -------------
                                              Predecessor

October 31, 2004                              $ 24,768,862

Stock issued under stock option plans            2,822,148
Issuance of restricted stock awards, net           409,500
Amortization of restricted stock awards            435,270
Net income                                       2,240,567
Other comprehensive income (net of                  25,562
   taxes)
Tax benefit from NQSO options                      603,401
   exercised
Cash dividends paid                             (1,041,671)
Purchase and retirement of treasury stock       (3,671,523)
                                              ------------

October 31, 2005                                26,592,116

Amortization of restricted stock awards          1,550,370
Sale of one share of non redeemable stock                8
Net income                                       8,143,515
Tax benefit from NQSO options and                1,886,825
   restricted stock exercised
Cash dividends paid                             (1,216,826)
Purchase and retirement of treasury stock       (2,698,288)
                                              ------------

October 31, 2006-Prior to Business            $ 34,257,720
Combination
                                              ============


                                               Successor

October 31, 2006 Post Business Combination    $19,702,678
                                              ===========

The accompanying notes are an integral part of these consolidated financial statements


                                          6B-F


BNS Holding, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

The fiscal 2006 and 2005 amounts shown in the Consolidated  Statements of Income
and Comprehensive  Income are all pre Business Combination amounts and hence are
designated as Predecessor  amounts.  The October 31, 2006  Consolidated  Balance
Sheet includes the accounts of the Company as of that date and, as a result, are
designated as Successor amounts.  The comparative amounts as of October 31, 2005
are pre Business  Combination  and, as a result,  are  designated as Predecessor


                                       7-F


amounts. For the Consolidated Statements of Cash Flows the amounts for the years
ended October 31, 2006 and 2005 are pre Business  Combination  and, as a result,
are  designated  as  Predecessor  amounts.  A  third  column,  representing  the
transactions  on the date of Business  Combination is labeled as Successor as it
represents  the  transactions  resulting  from  the  Business  Combination.  The
transactions in the Consolidated  Statements of  Shareholders'  Investment up to
the date of the Business Combination are designated as Predecessor  transactions
and the balances  subsequent to the Business  Combination are shown as Successor
amounts. Therefore the transition from Predecessor to Successor results in a new
starting  point for the  Consolidated  Statements  of  Shareholders'  Investment
post-Business Combination.

(b)  GENERAL  DEVELOPMENT  OF  BUSINESS  -  Collins  was  founded  in  1971 as a
manufacturer of small school buses and ambulances. Collins's initial product was
the first "Type A" school bus,  designed  to carry 14 to 20  passengers.  Today,
Collins  manufactures  specialty  vehicles  and  accessories  for various  basic
service  niches  of  the  transportation  industry.   Collins  products  include
ambulances,   small  school  buses,   shuttle  buses,   terminal  trucks,   road
construction  equipment and  industrial  rental  sweepers.  From its  inception,
Collins' goal has been to become one of the largest  manufacturers  of specialty
vehicles in the United States.  Collins has grown primarily through the internal
development of new products and the acquisition of complementary product lines.

In  the  United  States,   Collins  believes  that  it  is  the  largest  single
manufacturer of ambulances,  the second largest manufacturer of terminal trucks,
the leading  manufacturer  of small school buses and a leading  manufacturer  of
sweepers  used in the road  construction  industry.  Collins  sells its products
under several well-known trade names,  including Wheeled Coach(R)  (ambulances),
Collins  Bus(R) and Mid  Bus(R)  (small  school  buses),  Capacity(R)  (terminal
trucks)  and  Waldon(R)/Lay-Mor(R)  (road  construction  and  industrial  rental
sweeper equipment).

Most Collins products are built to customer  specifications from a wide range of
options  offered  by  Collins.  Collins  sells to  niche  markets  which  demand
manufacturing processes too sophisticated for small job shop assemblers,  but do
not require the highly  automated  assembly line  operations of mass  production
vehicle  manufacturers.  Collins  emphasizes  specialty  engineering and product
innovation,  and it has introduced new products and product improvements,  which
include the Moduvan(R) ambulance,  the first ambulance of its size with advanced
life-support system capability and the Dura-Ride(R) suspension system, the first
frame-isolating suspension system for terminal trucks.

(c)  DESCRIPTION  OF  BUSINESS - Collins  principally  manufactures  and markets
specialty  vehicles.  It has three reportable  segments:  ambulances,  buses and
terminal trucks/road construction equipment.

AMBULANCES.  Collins  manufactures  both modular and van-type  ambulances at its
Orlando, Florida and Hutchinson,  Kansas plants (see Subsequent Events Note 14).
Modular ambulances are produced by attaching an all-aluminum,  box-type, patient
compartment  to a dual  rear-wheel cab chassis ("Type I") ambulance or to a dual
rear-wheel,  van-type,  cutaway  chassis  ("Type III")  ambulance or to a single
rear-wheel cutaway chassis ("Moduvan")  ambulance. A cutaway chassis consists of
only the front portion of the driver's compartment,  engine, drive train, frame,
axle and wheels. Van ("Type II") ambulances are cargo vans modified to include a
patient compartment and a raised fiberglass roof. Type II ambulances are smaller
and less expensive than modular ambulances.

Collins also produces  medical  support vans  designed to transport  medical and
life-support  equipment.  Medical support vans are modified  commercial vehicles
which do not have a patient compartment for advanced life support system.

BUSES.  Collins  manufactures small school and activity buses, and certain other
shuttle buses at its Bluffton, Ohio and South Hutchinson, Kansas facilities.


                                       8-F


     SCHOOL AND ACTIVITY  BUSES.  Collins  manufactures  small Type A school and
     activity buses which carry from 14 to 24 passengers. The majority of Type A
     school buses  currently  built by Collins are produced by  fabricating  the
     body and  mounting  it on a  vendor-supplied,  dual  rear-wheel  or  single
     rear-wheel,  cutaway chassis. Collins was the first manufacturer to produce
     a Type A school bus on this type of chassis,  which permits greater seating
     capacity  than a van  chassis.  School and  activity  buses are produced in
     compliance with federal, state and local laws regarding school and activity
     bus  vehicles.  In recent years,  Collins has sold an increasing  number of
     small  activity  buses  used  by day  care,  church  and  other  non-profit
     organizations.

     SHUTTLE  BUSES.  Collins  produces a limited  number of  shuttle  buses for
     churches,  transit  authorities,  hotels and resorts,  retirement  centers,
     nursing  homes  and  similar  users.  These  buses  are  built to  customer
     specifications and are designed to transport 14 to 30 passengers over short
     distances.

TERMINAL TRUCKS / ROAD CONSTRUCTION EQUIPMENT. Collins produces two basic models
of terminal trucks at its Longview,  Texas facility,  the Trailer  Jockey(R) and
the  Yardmaster(R).   Terminal  trucks  are  designed  and  built  to  withstand
heavy-duty use by moving trailers and containers at warehouses, rail yards, rail
terminals and shipping ports.  Most terminal trucks  manufactured by Collins are
built to customer  specifications.  Collins manufactures the entire truck except
for major drive train components which are purchased from outside suppliers.

The road  construction  equipment  produced by Collins  includes  three and four
wheel  sweepers,  a full line of articulated  four-wheel  drive  loaders,  rough
terrain  lift  trucks,   compact  loaders  and  backhoes.   These  products  are
principally  sold in both commercial and rental markets through direct sales and
distributors throughout the United States

(d) USE OF ESTIMATES - The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

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

(f)  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.

(g) CASH AND CASH EQUIVALENTS - Cash includes checking accounts,  funds invested
in overnight and other short-term,  interest-bearing accounts of three months or
less.  The balance as of October 31, 2006 also  included an amount of $2,437,619
on deposit  with Bank of  America,  Collins  former  senior  lender,  to support
previous letters of credit.  These funds will be released to Collins  subsequent
to year end once  replacement  letters  of credit  have been  issued by GMAC CF,
Collins'  current  senior bank, to third parties that replaced  those letters of
credit issued by Bank of America.  There is a significant  concentration of cash
due to cash balances that are in excess of federally  insured  amounts.  Collins
does not  anticipate  any  losses  due to this  concentration.  On the  Business
Combination  date, BNS had $4,032,115 in cash which is included in cash and cash
equivalent amount as of October 31, 2006.


                                       9-F


Controlled  Disbursements - Collins maintains controlled  disbursement  accounts
with its bank under an  arrangement  whereby  all cash  receipts  and checks are
centralized and presented to the bank daily.  All deposits are applied  directly
against  Collins'  revolving credit line and all checks presented for payment in
the controlled  disbursement  accounts are funded through daily borrowings under
Collins'  revolving  credit  facility.   Accordingly  controlled   disbursements
represent  Collins' liability for outstanding checks drawn but not yet presented
for payment to the bank.

Restricted Cash - At October 31, 2005  Restricted cash included  unexpended cash
proceeds from Industrial Revenue Bonds that Collins issued in 2002. The cash was
to be used for specific manufacturing modernization projects at Collins' Florida
facility. This amount of Restricted cash was eliminated at October 31, 2006 with
the payout of the  related  Industrial  Revenue  Bonds.  Restricted  cash on the
consolidated  balance  sheet at October 31, 2006  consists of the  environmental
escrow account  established  in 2004 in connection  with the sale of BNS's Rhode
Island  Property and the tax escrow account  established in connection  with the
sale of its U.K.  subsidiary.  The U.K.  escrowed  funds  were held in a British
Pound  denominated  account  translated at the month-end  exchange  rate,  which
represented  $182,116 at October 31, 2006. It is  anticipated  that the funds in
the Rhode Island escrow account will not be released for more than one year. The
U.K.  escrowed  funds were  released  from escrow and received by the Company on
January 15, 2007 (see Note 14)

(h) FAIR VALUE OF FINANCIAL  INSTRUMENTS - The Company's  financial  instruments
consist primarily of cash and cash equivalents,  income taxes receivable,  trade
receivables and payables/accrued liabilities, payable to former shareholder, and
short and long term debt and  capital  leases.  Fair value  estimates  have been
determined by the Company,  using available  market  information and appropriate
valuation methodologies. The carrying value of cash and cash equivalents, income
taxes  receivable,  trade  receivables and payables,  accrued  liabilities,  and
payable to former  shareholder is considered to be  representative of their fair
value, due to the short term nature of these instruments. The carrying amount of
Collins's  short-term  and long-term debt does not differ  materially  from fair
value based on current market rates available to Collins.

(i) RECEIVABLES - Accounts  Receivables are carried at original amounts due less
an estimate made for doubtful  receivables  based on a review of all outstanding
amounts on a periodic  basis.  Management  determines the allowance for doubtful
accounts by regularly evaluating  individual accounts receivable and considering
a  customer's  financial   condition,   credit  history,  and  current  economic
conditions.  Collins charges interest on certain past due accounts determined at
the discretion of management.  Collins  continues to accrue interest on past due
accounts until such time as specific arrangements are made with the customer, or
the account is deemed uncollectible and written off. Receivables are written off
when deemed uncollectible.  Recoveries of receivables previously written off are
recorded when received.  Accounts  receivable are considered  past due after the
contractual  payment  date has  passed.  Bad debt  expense  for the years  ended
October 31, 2006 and 2005 were $16,750 and $85,155 respectively.

(j)  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:


                                      10-F


                                              2006            2005
                                            Successor      Predecessor

Chassis                                    $ 6,157,358     $ 5,664,214
Raw materials & components                  16,917,011      16,237,033
Work-in-process                              8,623,676       8,694,059
Finished goods                               8,634,445       9,542,420
                                           -----------     -----------
                                           $40,332,490     $40,137,726
                                           ===========     ===========

(k) PROPERTY AND EQUIPMENT - As a result of the Business  Combination at October
31, 2006,  all Property and Equipment  were adjusted to their fair market value,
thus resetting  accumulated  depreciation to $0 at date of Business Combination.
See Note 2 for further discussion on the Business Combination.  Prior to October
31, 2006 Property and Equipment were recorded at cost.  Depreciation is provided
using the straight-line  method for financial reporting purposes and accelerated
methods for income tax purposes.  Depreciation commences when the specific asset
is complete,  installed and ready for normal use. The estimated  useful lives of
property are as follows:

         Land improvements                                  10 to 20 years
         Buildings and improvements                         10 to 40 years
         Machinery and equipment                             3 to 15 years
         Office furniture and fixtures                       3 to 10 years

Maintenance  and  repairs  are  charged  to  expense  as  incurred.  The cost of
additions and betterments are capitalized.  The cost and related depreciation of
property  retired or sold are removed from the applicable  accounts and any gain
or loss is taken into income.  Amortization expense on leased assets is included
with depreciation expense

(l) IMPAIRMENT OF LONG-LIVED  ASSETS - Long-lived  assets,  such as property and
equipment,   are  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.

(m) GOODWILL - In June 2001,  the Financial  Accounting  Standards  Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets".  SFAS No. 142 was effective for fiscal years beginning
after  December 15, 2001.  Accordingly,  after October 31, 2002,  goodwill is no
longer  amortized over future  periods,  but is assessed for impairment at least
annually using a fair value test.  Collins adopted this new standard on November
1, 2002.

The Business  Combination  that  occurred on October 31, 2006 was  accounted for
under  the  purchase  method  in  accordance   with  SFAS  No.  141,   "Business
Combinations"  and,  accordingly,  the purchase  price was  allocated to the net
assets  acquired  based on their  fair  values at the date of  acquisition.  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 Goodwill  amount at
October 31, 2006 was determined in accordance with SFAS No. 141, the calculation
of which is shown in Note 2. On an on-going basis, starting on October 31, 2007,
and absent any  impairment  indicators,  Collins  will  continue  to conduct the
required annual tests and record any impairment losses.


                                      11-F


As of October 31, 2005  Collins  tested for goodwill  impairment  in the bus and
terminal  truck/road  construction  lines of business using the discounted  cash
flow  approach and  determined  that the fair values for each of these  segments
exceeded  the  related  carrying  values.  At October 31,  2005  Collins'  gross
goodwill  related  to  acquisition  of  certain  bus  and  terminal   truck/road
construction  lines of business was  approximately  $6.1 million and accumulated
amortization  of  approximately  $1.0  million.  These  amounts  relate  to  the
predecessor  accounts.  Prior to November 1, 2002  goodwill  was  amortized on a
straight-line basis over 15-20 years.

(n) DEFERRED  FINANCING COSTS- The third party costs incurred in order to secure
debt financing are capitalized and recorded as an asset and shown in the balance
sheet as Deferred  financing  costs.  These costs include bank commitment  fees,
legal costs,  appraisals,  title surveys, etc. The costs are amortized to income
over the term of the debt.

(o) 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.

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 $3.0 million and $2.2 million of revenue, on a
predecessor  basis, as of October 31, 2006, and 2005 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 October 31, 2006
and 2005.

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.


                                      12-F


(p) EARNINGS PER SHARE - Earnings per share  information  for the predecessor is
not presented since as a result of the business  combination this information is
not meaningful to successor shareholders.

(q) STOCK OPTION PLAN - In December 2004 FASB revised SFAS No. 123,  "Accounting
for  Stock-Based  Compensation".  The  revised  SFAS No 123 ("SFAS No.  123(R").
"Share-based Payments", supersedes Accounting Principles Board (APB) Opinion No.
25,  "Accounting  for Stock Issued to Employees"  SFAS No.  123(R)  requires all
public  companies  to  measure  and  recognize   compensation  expense  for  all
stock-based payments at fair value.

Collins  previously  followed  APB  Opinion  No. 25 and SFAS 123 as it was not a
public company until it was part of the Business Combination effected on October
31, 2006 as  described  above.  As of October  31, 2006  Collins no longer had a
stock option plan as all shares owned under the previous  stock option plan were
issued and paid for as part of the Business Combination described above.

The Company has not granted stock options since 1999 and all outstanding options
were fully vested as of the date of the Business  Combination.  Accordingly,  as
all options were vested, no pro forma net income disclosures are required.  As a
result of the  Transaction  described  above,  all stock options were  exercised
immediately prior to the Business  Combination.  The option holders were paid an
amount  equal to the  difference  between  the tender  offer price of $12.50 per
share and their related exercise price and Collins' option plan was terminated.

(r)  ENVIRONMENTAL  REMEDIATION  COSTS--BNS  accrues for losses  associated with
environmental   remediation  obligations  when  such  losses  are  probable  and
reasonably estimable. Such accruals are adjusted as further information develops
or circumstances change.

(s) 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

NOTE (2) BUSINESS COMBINATION

The  Business  Combination  that  occurred on October  31, 2006  resulted in the
application of purchase  accounting in accordance with SFAS No. 141 for Holdings
cost of acquisition to the consolidated  assets and liabilities of Collins based
on 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.


                                      13-F


Acquisition financed by

Cash contribution for Capital Stock (*)               $  33,000,000
GMAC CF Revolver debt                                     8,092,952
GMAC CF Term debt                                        16,000,000
ORIX Second lien debt                                    45,000,000
Remaining amount owed to dissenting shareholder          10,628,138
Less cash and cash equivalents                             (243,298)
                                                      -------------
  Total cost of acquisition                             112,477,794

Collins net assets acquired:

  Receivables                                            16,674,582
  Inventories                                            40,332,490
  Prepaid expenses and other current assets               2,341,502
  Income taxes recoverable                                3,873,009
                                                      -------------
          Total current assets                           63,221,583

Property and equipment:                                  34,451,117

Deferred Financing Expenses                               3,094,415
Deferred Income Taxes (Short and long term)              13,671,000
Other Assets                                                685,909
                                                      -------------

Total Assets                                            115,124,024

Current liabilities
  Controlled disbursements                                4,407,160
  Accounts payable                                       18,509,301
  Accrued expenses and other current liabilities          7,200,682
  IRB Debt assumed                                          800,000
                                                      -------------
          Total current liabilities                      30,917,143
                                                      -------------

Collins net assets acquired                              84,206,881
                                                      -------------

Goodwill                                              $  28,270,913
                                                      -------------


(*) Include $500,000 stock subscription from management


The cash purchase price on the Consolidated Statements of Cash Flows consists of
the following:

Total cash cost                                       $ 112,477,794
Plus Company transaction costs                              288,495
Less minority shareholders' contribution                 (3,300,000)
Less amount owed to Dissenting Shareholder              (10,628.138)
                                                      -------------
                                                      $  98,838,151
                                                      =============

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.
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.


                                      14-F


Goodwill is currently assigned to Corporate assets under Segmented  reporting in
Note 10. 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 and  capitalized  leases at October 31, 2006 and 2005 consist of
the following:


                                                                        2006            2005
                                                                     -----------     -----------
                                                                      Successor      Predecessor

GMAC CF, borrowings under revolving credit facility (A)              $10,530,573     $         0
GMAC CF, borrowings under term credit facility (A)                    16,000,000               0
ORIX, borrowings under second lien credit facility (B)                45,000,000               0
Steel Partners II, LP (C)                                             14,000,000               0
Bank of America, borrowings under revolving credit facility: (D)               0      13,569,587
  Term Loan A, quarterly principal payment of $250,000                         0       3,100,186
  Term Loan B, quarterly principal payments of $42,500                         0         765,000
  Term Loan C, quarterly principal payments of $51,788                         0         776,818
  Term Loan D, quarterly principal payments of $58,750                         0       2,232,500
  Term Loan E, quarterly principal payments of $50,000                         0         900,000
Capitalized leases:(E)
  City of South Hutchinson, Kansas, 4.75%-5.80%
    Annual principal and sinking fund payments range
    From $415,000 in 2006 to $322,504 in 2007                                  0         737,504
  City of South Hutchinson, Kansas, 4.80%-5.90%
    Annual principal and sinking fund payments range
    From $137,000 in 2006 to $88,000 in 2009                                   0         520,411
  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 $75,898 in 2009                             800,000       1,175,898
  Orange County Industrial Development Authority
     Orlando, Florida, 5.50%
    Annual principal and sinking fund payments range
    From $175,000 in 2006 to $250,000 in 2012                                  0       1,500,000
  Reno County, Kansas, 4.60%-5.50%
    Annual principal and sinking fund payments range
    From $169,000 in 2006 to $250,000 in 2012                                  0       1,422,917
                                                                     -----------     -----------
                                                                      86,330,573      26,700,821
Less - current maturities                                             (1,372,000)     (3,109,235)
                                                                     -----------     -----------
                                                                     $84,958,573     $23,591,586
                                                                     ===========     ===========


                                      15-F


On October 31, 2006 at 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 was 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 October 31,  2006 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 senior debt to 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.


                                      16-F


 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.

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"). The Steel Term Loan incurs
interest at a rate of 15% per annum and matures 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) On May 17, 2002 Collins  entered into a Loan and  Security  Agreement,  (the
"Agreement"),  with Fleet Capital  Corporation,  a Rhode Island Corporation (the
"Bank").  The  Agreement  was amended in fiscal 2004 and provided a total credit
facility of $39.0  million  consisting of a revolving  credit  facility of $30.0
million and long-term credit  facilities of $9.0 million.  The amended Agreement
was to expire on May 17, 2008.  The credit  facilities  bore interest based on a
combination  of Eurodollar  (LIBOR plus 1.75%) and the Bank's prime lending rate
(6.75% at October 31, 2005).  The revolving  credit facility also provided for a
maximum  of $2.5  million in letters  of  credit,  of which  $1.9  million  were
outstanding  at October 31, 2005.  The total amount of unused  revolving  credit
available  to Collins  was $11.0  million at October 31,  2005.  On May 13, 2005
Collins  entered into an Amendment  which provided for, among other things,  two
additional term loans in the original principal amount of $2.35 million and $1.0
million to finance the  acquisition  of certain real property and to finance the
improvements  thereon  comprising the manufacturing  facility that was leased by
Collins in Bluffton, Ohio. The amounts outstanding under this facility were paid
in full and all security was  released as part of the  refinancing  with GMAC CF
discussed above.

(E) 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.  At October 31, 2005, the
net book  value of  manufacturing  facilities  subject to these  lease  purchase
agreements was approximately  $7.0 million.  At October 31, 2005 Collins' assets
included $0.1 million in unexpended cash proceeds from Industrial  Revenue Bonds
issued in 2002. 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.

The  carrying  amount  of  Collins's  long-term   obligations  does  not  differ
materially from fair value based on current market rates available to Collins.


                                      17-F


The aggregate  maturities of long-term debt for the years  subsequent to October
31, 2006 are as follows:

2007                                     $ 1,372,000
2008                                       2,288,000
2009                                       2,288,000
2010                                       2,288,000
2011                                      78,094,573
Thereafter                                         0
                                         -----------
Total                                    $86,330,573
                                         ===========

NOTE (4) COMPREHENSIVE INCOME

Comprehensive income consists of net income and other gains and losses affecting
shareholders'  investment that, under generally accepted  accounting  principles
are excluded from net income.  As of October 31, 2006 and 2005, the  accumulated
comprehensive  income amounts were $0. Other comprehensive  income for the years
ended October 31, 2006 and 2005 was $0 and $25,562, respectively.  These amounts
are net of taxes of $0 and  $15,000,  for the years  ended  October 31, 2006 and
2005, respectively.

NOTE (5) INCOME TAXES

The provision for income taxes consists of the following:

                               2006           2005
                            Predecessor    Predecessor

Current                     $3,910,804     $  624,000
Deferred                       490,214        896,000
                            ----------     ----------
Total                       $4,401,018     $1,520,000
                            ==========     ==========

Collins  accounts for income taxes in  accordance  with the asset and  liability
method.  Deferred income taxes are determined based upon the difference  between
the book and tax basis of Collins's assets and  liabilities.  Deferred taxes are
provided at the enacted tax rates expected to be in effect when the  differences
reverse. The income tax effect of temporary differences  comprising the deferred
tax  assets  are  included  in  other  current  assets  and  liabilities  on the
accompanying consolidated balance sheet and result from:

                                                         2006              2005
                                                      Successor        Predecessor
Deferred tax assets:
   BNS net operating loss carry forward              $ 18,498,000      $       --
   Amortization                                           713,000              --
   Accrued warranty                                       488,000           635,000
   Self-insurance reserves                                636,000           708,000
   Inventory reserves                                     356,000           475,000
   Accrued vacation                                       223,000           220,000


                                      18-F


   Accrued severance liability                            179,000           157,000
   Deferred compensation                                   93,000            80,000
   Allowance for doubtful accounts                          9,000            57,000
   Revenue recognition                                       --              23,000
   Other                                                  125,000            42,274
                                                     ------------      ------------
                                                       21,320,000         2,397,274
Deferred tax liabilities:
   Property and equipment                              (7,024,000)       (1,831,000)
   Prepaid health insurance                              (625,000)         (569,000)
   Other                                                        0           (25,000)
                                                     ------------      ------------
                                                       (7,649,000)       (2,425,000)
                                                     ------------      ------------
Net deferred tax assets (liabilities)                $ 13,671,000      ($    27,726)
                                                     ============      ============

The  components  giving  rise  to the  net  deferred  tax  assets  (liabilities)
described  above have been  included in the  accompanying  consolidated  balance
sheets as of October 31, 2006 and 2005 as follows:

                                                         2006              2005
                                                     ------------      ------------
                                                      Successor        Predecessor

Current assets                                        $ 1,484,000       $ 1,824,000
Long term assets (liabilities)                         12,187,000        (1,851,726)
                                                      -----------       -----------
Total                                                 $13,671,000       ($   27,726)
                                                      ===========       ===========

The amount of Deferred  income tax asset booked as of October 31, 2006  resulted
mainly  from the fair  value  accounting  of the net  operating  tax  losses  of
Collins' ultimate parent,  BNS. These net operating tax losses were tax effected
at the tax rates  expected  to be in effect  when the  differences  reverse.  No
valuation allowance against deferred tax assets was provided at October 31, 2006
and 2005, as management  considers it more likely than not that the recorded tax
assets will be realized.

Loss carry  forwards for tax purposes as of October 31, 2006 have the  following
expiration dates:

                         Expiration
                           Dates                   Amount
                         ----------              -----------

                           2020                  $   645,285
                           2021                   12,364,698
                           2022                   35,083,506
                           2023                    2,383,838
                           2025                    1,664,295
                           2026                    1,591,097
                           2027                      673,301
                                                 -----------
                          Total                  $54,406,020
                                                 ===========

A  reconciliation  between the statutory  federal  income tax rate (34%) and the
effective rate of income tax expense for each of the two years ended October 31,
2006 and 2005 follows:


                                      19-F


                                                        2006               2005
                                                    -----------        -----------
                                                    Predecessor        Predecessor

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

Effective tax rate                                       35%                40%
                                                         ==                 ==

NOTE (6) CAPITAL STOCK

The Capital Stock  disclosure as of October 31, 2006 is that of BNS  (Successor)
and as of  October  31,  2005 up to October  31,  2006,  immediately  before the
Business Combination is that of Collins (Predecessor)

OCTOBER 31, 2006-SUCESSOR

BNS has three types of Share Capital

Class A common shares, par value,  $0.01/share;  Authorized - 30,000,000 shares;
Issued - 3,038,962  shares.  These  amounts  include  5,000 shares of restricted
stock and 8,518 shares of Treasury  stock  previously  purchased at cost.  Total
shares outstanding as of October 31, 2006 are 3,030,444.

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's  Class A Common  Stock has  traded on the OTC
Bulletin Board under the symbol "BNSIA"

OCTOBER 31, 2005 UP TO OCTOBER 31, 2006, IMMEDIATELY BEFORE THE BUSINESS
COMBINATION-PREDECESSOR

The authorized and issued share capital of the predecessor company as of October
31, 2005 was as follows

Preferred  stock,  $0.10 par value;  Authorized  - 750,000  shares;  Issued - No
shares outstanding

Capital  stock,  $0.10 par value;  Authorized  - 3,000,000  shares;  Issued - No
shares outstanding

Common  stock;  $.10 par  value;  Authorized  -  17,000,000  shares;  Issued and
outstanding  -  6,633,013


                                      20-F


On November 2, 2005, Collins announced that the Company's Board of Directors had
approved  (i) a 1-for-300  reverse  stock split of Collins'  outstanding  common
stock to be followed  immediately by a 300-for-1 forward stock split of Collins'
outstanding common stock (the "Reverse/Forward Stock Split") and (ii) a standing
option for  Collins to  repurchase  any shares of common  stock  proposed  to be
transferred by a shareholder after the Reverse/Forward Stock Split if after such
proposed  transfer the number of shareholders of record of Collins' common stock
would equal or exceed 250 (the "Right of First Refusal").

Pursuant to the  Reverse/Forward  Stock Split,  shareholders  of record  holding
fewer than 300 shares of Collins'  outstanding  common stock immediately  before
the transaction would have such shares cancelled and converted into the right to
receive  from  Collins a cash  payment of $7.70 for each such share owned before
the reverse stock split.  Shareholders  of record  holding 300 or more shares of
Collins'  outstanding  common  stock  immediately  before the  transaction  will
continue to hold the same number of shares of that class after completion of the
transaction  and will not  receive  any cash  payment  for their  shares of that
class.

The  Collins  Board of  Directors  created a special  committee  of  independent
directors to review the proposed  Reverse/Forward Stock Split and Right of First
Refusal.  The special  committee  received a fairness opinion from its financial
advisor,  Stifel,  Nicolaus  &  Company,  Incorporated,  that the per share cash
consideration  to be paid in the proposed  Reverse/Forward  Stock Split is fair,
from a financial  point of view,  to the  Company's  shareholders  that would be
cashed out as a result of the Reverse/Forward Stock Split.

A  Special   Shareholders   Meeting  was  held  on  January  19,  2006  and  the
Reverse/Forward  Split and granting Collins the Right of First Refusal proposals
were  approved  by a majority of the  shareholders.  On January  19,  2006,  the
Certificates  of Amendment  to Collins'  Articles of  Incorporation  as amended,
effecting  the  Reverse/Forward  Stock  Split  were  accepted  for filing by the
Secretary  of State  of  Missouri.  As a  result,  Collins  had  fewer  than 300
shareholders  of record  which  enabled  Collins to  voluntarily  terminate  the
registration  of its common stock under the Securities  Exchange Act of 1934, as
amended.

On January 19, 2006,  Collins filed a Form 15 with the  Securities  and Exchange
Commission to terminate registration of its common stock.

PREFERRED  STOCK - On March 28, 1995,  Collins's  Board of  Directors  adopted a
stockholders  rights plan  (Plan) and  declared a dividend  distribution  of one
right  (Right) for each  outstanding  share of common stock to  stockholders  of
record on April 20,  1995.  Under the terms of the Plan each Right  entitled the
holder  to  purchase  one  one-hundredth  of a share of  Series A  Participating
Preferred  Stock (Unit) at an exercise  price of $7.44 per Unit. The Rights were
exercisable  for a specified  number of days following (i) the  acquisition by a
person or group of persons of 20% or more of Collins's  common stock or (ii) the
commencement of a tender offer or an exchange offer for 20% or more of Collins's
common stock or (iii) when a majority of Collins's  unaffiliated  directors  (as
defined)  declares that a person is deemed to be an adverse  person (as defined)
upon  determination  that such adverse person has become the beneficial owner of
at least 10% of Collins's  common  stock.  Collins had  authorized  and reserved
750,000  shares of  preferred  stock,  $.10 par  value,  for  issuance  upon the
exercise of the Rights. Collins may redeem the Rights in whole, but not in part,
at a price of $.01 per  Right in  accordance  with the  provisions  of the Plan.
These Rights expired on April 1, 2005.

STOCK-BASED  COMPENSATION PLANS -In March 2006, January 2005, and February 2004,
the Company granted  restricted  stock awards covering 5,000,  5,000,  and 7,000
shares of common stock, respectively,  to directors of the Company as a means of
retaining  and paying  directors'  retainer  fees,  thereby  rewarding  them for
long-term  performance  and to increase their  ownership in the Company.  Shares


                                      21-F


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 February 2004 vested on April 30, 2005, except for 4,000 shares which
were  forfeited.  The shares granted in January 2005 vested on January 24, 2006.
The shares  granted in March 2006 will vest on March 14, 2007,  except for 1,000
shares which were  forfeited.  The shares were recorded at the fair market value
on the date of issuance as deferred compensation and the related amount is being
amortized to operations over the vesting period.  During 2004, a total of 14,000
shares were forfeited and cancelled when 4 directors resigned after the June 11,
2004 Annual Meeting.  During 2006, a total of 1,000 shares were forfeited when 1
director resigned on October 31, 2006.

Collins has two  shareholder-approved  stock  plans,  the 1995 Stock Option Plan
(the  "1995  Option  Plan")  and the 1997  Omnibus  Incentive  Plan  (the  "1997
Restricted Stock Plan").

In fiscal 2005,  Collins  issued  184,000  shares of common stock under the 1997
Restricted  Plan in the form of  restricted  stock awards which would have fully
vested in fiscal 2009. Upon issuance of restricted stock, unearned compensation,
equivalent  to the excess of the market  price of the  shares  awarded  over the
price  paid by the  recipient  at the date of grant,  is  charged  to equity and
amortized against income over the related vesting period.

Under both plans, the exercise price of all options and restricted stock granted
through  October 31, 2005 equaled the stock's  market price on the date of grant
and  fully  vested  six  months  after the date of grant.  The  113,300  options
outstanding at October 31, 2005 had a weighted  average  contractual life of two
years and exercise  prices ranged from $3.97 to $5.13 per share.  On October 31,
2006 all Collins  outstanding  options  totaling 113,300 became fully vested and
were exercised.  All outstanding  restricted shares were paid in full as part of
the Business Combination

A summary of outstanding  options under Collins's two stock plans at October 31,
2006 and 2005 are presented in the following table:

                                            2006         2006         2005        2005
                                        Predecessor  Predecessor  Predecessor  Predecessor
                                                         Per                       Per
                                           Shares      Share(a)      Shares      Share(a)
                                         ---------     --------    ---------     --------

Outstanding at the beginning of year      113,300      $   4.24     816,600      $   4.33

Exercised                                (113,300)         4.24    (646,195)         4.37

Forfeited                                       0          0        (57,105)         4.10
                                          -------      --------     -------      --------

Outstanding at end of year                      0      $   0.00     113,300      $   4.24
                                          =======      ========     =======      ========


Exercisable at end of year                      0      $   0.00     113,300      $   4.24
                                          =======      ========     =======      ========

     (a) Weighted average exercise price per share.


                                                       22-F


NOTE (7) TAX DEFERRED SAVINGS PLAN AND TRUST

In 1985,  Collins made  available to all eligible  employees the  opportunity to
participate in Collins's Tax Deferred Savings Plan and Trust. Collins provides a
50% matching  contribution in the form of cash or  unregistered  common stock of
Collins on the eligible  amount invested by participants in the plan to purchase
common  stock of Collins.  Collins's  contribution  to this plan was $192,196 in
2006  and  $206,045  in  2005.  This  plan,   immediately  before  the  Business
Combination  at October 31, 2006 held  350,684  shares of Collins'  common stock
which were paid out at the price of  $12.50/share.  The plan held 446,320 shares
of Collins's common stock at October 31, 2005.

NOTE (8) 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  balance sheet represented in these  consolidated
financial  statements  is the  consolidated  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.
Management contributed their $0.5 million investment in late January 2007.

NOTE (9) COMMITMENTS AND CONTINGENCIES

(a) LETTERS OF CREDIT - The Company has approximately $2.4 million in letters of
credit outstanding as of October 31, 2006.

(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 $4,099,875 and $2,089,127 at October 31,
2006 and 2005, respectively.

(c) OPERATING  LEASES - Collins has  operating  leases  principally  for certain
manufacturing facilities,  vehicles and equipment. Operating lease expense, on a
predecessor  basis,  was $466,831  and $646,780 for the years ended  October 31,
2006 and fiscal 2005,  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:

                          2007                 $321,369
                          2008                  244,199
                          2009                   66,455
                          2010                     --
                          2011                     --


                                      23-F


(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 669 known asbestos-related  toxic-tort claims (as of January 26, 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 January 26, 2007,
there were five additional claims filed.

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 144 claims were  dismissed,  and
seven  claims were  settled  for $500 each.  In 2005,  six claims  were  granted
Summary Judgment and were closed, 107 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.  As of December 31, 2006, an additional six claims
were granted Summary  Judgment and were closed,  five claims were settled for an
aggregate of $2,600 and an additional 119 claims have been dismissed. There were
196 known claims open and active as of January 26, 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 of 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 October 31, 2006.


                                      24-F


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 for
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. These potential claims would also affect the ability of the Company
to effect an  orderly  liquidation  proceeding,  either  through a  dissolution,
formation of a liquidating  trust and  liquidation  proceedings  in the Chancery
Court  in  Delaware,  or  in a  Chapter  11  federal  bankruptcy  reorganization
proceeding, both of which would involve provisions for payments to creditors and
contemplated distributions to stockholders.

At October 31, 2006 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
$15.2 million and $19.6 million as of October 31, 2006 and 2005, respectively.

(g) INDEMNIFICATION FOR FORMER DIRECTORS As a condition of the Merger Agreement,
Collins  purchased  $1 million run off  insurance,  expiring  October 31,  2012,
indemnifying  the former  Directors  of Collins  for action  taken  prior to the
Business Combination.

(h) 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


                                      25-F


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.  Collins will contest this claim.  An amount of
$10,628,138  is recorded as an amount due to the  Dissenting  Shareholder on the
Company's  balance sheet. The Dissenting  Shareholder owns no shares in Collins,
has no  involvement  or rights in the affairs of Collins and can not vote on any
matters relating to Collins.

(i) WARRANTIES - Collins's  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's
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's 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's  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's  historical  experience.  The  following  table
provides  the  changes  for  fiscal  years  2006 and 2005 in  Collins's  product
warranties:

                                                        2006           2005
                                                    ------------    ------------
                                                    Predecessor     Predecessor

Accrued warranties at the beginning of the year     $ 1,644,177     $ 1,183,974

Provisions for warranty charged against income        1,555,546       2,272,574

Payments and adjustments of warranties               (1,978,759)     (1,812,371)
                                                    -----------     -----------

Accrued warranties at the end of the year           $ 1,220,964     $ 1,644,177
                                                    ===========     ===========

(j)  ENVIRONMENTAL  REMEDIATION  RESERVE - 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.  The Company 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.

                                      26-F


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 balance sheet at October 31, 2006. It
is reasonably  possible that BNS Co's recorded  estimate of its  obligation  may
change in the future.


NOTE (10) 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 financial statements.

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.


                                      27-F



The following table contains segment information for the years ended October 31,
2006 and 2005

                                                                       Terminal
                                                                    Trucks and Road
                                                                      Construction
                                         Ambulances      Buses         Equipment       Corporate    Consolidated
                                        -----------    -----------   --------------    ----------   ------------
                                        Predecessor    Predecessor    Predecessor      Predecessor  Predecessor

Revenue from external customers
                      2006              $111,694,588  $ 91,980,219    $106,191,981    $      --     $309,866,788
                      2005               103,444,713    77,469,093      88,534,782           --      269,448,588

Inter segment revenues
                      2006                    15,280     1,185,214           5,538           --        1,206,032
                      2005                   220,583       380,333          19,881           --          620,797

Gross profit
                      2006                13,723,473    10,580,373      13,734,860        740,259     38,778,965
                      2005                10,196,225     6,032,709      10,373,681        607,349     27,209,964

Selling, general, administrative and
research and development expenses (*)
                      2006                 8,232,673     2,980,275       3,714,554      8,919,047     23,846,549
                      2005                 8,681,942     2,982,590       3,220,504      6,637,893     21,522,929

Income from operations
                      2006                 5,490,800     7,600,098      10,020,306     (8,178,788)    14,932,416
                      2005                 1,514,283     3,050,119       7,153,177     (6,030,544)     5,687,035

Assets
                      2006                40,476,667    17,916,626      31,742,544     60,685,812    150,821,649
                      2005                32,006,492    18,069,461      24,539,682     10,432,678     85,048,313

(*)  Included  in  Selling,  general  and  administrative  expenses  are certain
unusual/non  recurring charges. In fiscal 2005 an amount of $2.1 million relates
to expenses incurred relating to the restatement of Collins financial statements
for the year ended  October 31,  2004.  In fiscal 2006 an amount of $4.6 million
relates to expenses incurred  relating to the Business  Combination as described
in Note 1 to these consolidated financial statements.

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  financial  statements are prepared using
preliminary  estimates and may change once the final allocation  review has been
completed.

During the years ended  October 31, 2006 and 2005 sales to any one customer were
not in excess of 10% of consolidated sales.

NOTE (11) QUARTERLY FINANCIAL INFORMATION

The following table contains  quarterly  information for the years ended October
31, 2006 and 2005


                                      28-F


                     Quarter 1      Quarter 2      Quarter 3     Quarter 4        Annual
                    Predecessor    Predecessor    Predecessor   Predecessor     Predecessor
                    ------------   ------------   ------------  ------------    -----------
Sales
          2006      $ 64,407,707   $ 75,884,796   $ 89,239,765  $ 80,334,520    $309,866,788

          2005        51,547,857     61,293,943     80,617,600    75,989,188     269,448,588

Gross profit

          2006         7,515,284      9,654,869     11,667,313     9,941,499      38,778,965

          2005         3,829,700      6,701,790      8,557,781     8,120,693      27,209,964

Net income (loss) before tax

          2006         1,602,493      2,507,267      3,491,719       542,036       8,143,515

          2005          (702,563)       (73,991)     1,649,275     1,367,846       2,240,567

NOTE (12) OTHER

On May 13, 2005,  Collins's  Mid Bus  subsidiary  completed  the purchase of its
Bluffton,  Ohio manufacturing  facility for a purchase price of $2 million. This
property was leased prior to being  purchased with financing  through  Collins's
senior bank. In addition to the purchase price, Collins agreed to purchase up to
$1 million of parts or products  over the next five years from an  affiliate  of
the  seller.  As of October  31,  2006  approximately  $0.8  million of parts or
products have been purchased under this agreement. Certain penalties are imposed
on Collins if it is unable or unwilling to meet this purchase commitment.

On March  21,  2005,  Collins  reported  that the  Executive  Vice  President  -
Operations,  Terry L. Clark, and Chief Financial Officer,  Larry Sayre,  retired
effective March 18, 2005. April 1, 2005, Randall Swift became Vice President and
Chief Operating Officer of Collins. On May 23, 2005, Cletus Glasener became Vice
President and Chief  Financial  Officer of Collins.  A charge to income totaling
approximately  $1.1  million was  recorded in the second  quarter of fiscal year
2005.  This amount  represents  the  estimated  severance  obligation of the two
executives who retired.  An amount of $0.2 million  remains unpaid as of October
31, 2006 and is included in Accrued expenses and other current liabilities

On October 31, 2006,  immediately prior to the date of the Business Combination,
four executives retired and were entitled to receive severance  payments.  Total
severance charge relating to these four executives,  Don L. Collins, Chairman of
the Board,  Donald Lynn Collins,  President and Chief Executive Officer,  Cletus
Glasener, Vice President Finance and Chief Financial Officer, and Rod Nash, Vice
President of  Engineering,  was  approximately  $2.0 million.  An amount of $0.3
million  remains  unpaid as of  October  31,  2006 and is  included  in  Accrued
expenses and other current liabilities

NOTE (13) 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


                                      29-F


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.

On closing the Business  Combination  described in Note 1 above,  AIP received a
$1.0  million  deal fee and  reimbursement  of its out of pocket  due  diligence
expenses totaling $137,755.

Steel received a $1 million  bridging deal fee as it  backstopped  the financing
for the Business Combination  described in Note 1 above as well as reimbursement
of its out of pocket expenses totaling $51,727.

NOTE (14) SUBSEQUENT EVENTS

On January 7, 2007 Collins' Board of Directors approved a resolution authorizing
Collins to close its Wheeled Coach satellite plant located in Hutchinson, Kansas
and to move the  production  to the main  Wheeled  Coach plant in  Florida,  The
closure is expected to take three months to complete  after which the  remaining
land and building at South  Hutchinson will be sold. The estimated book value of
land and building to sold is approximately $1 million.

On January 16, 2007 Collins' Board of Directors  approved a resolution to sell a
property in Mansfield,  Texas which became vacant. Expected net proceeds will be
approximately  $0.6 million and is expected to be realized in the quarter  ended
April 30, 2007.

On January 15, 2007 the Company received 96,082 British Pounds which represented
the  release of  restricted  funds  relating to the sale of the  Company's  U.K.
subsidiary,  which was sold in 2004.  These restricted funds were held in escrow
pending  settlement of certain  potential  contingent  tax issues related to the
sale. With the lapse of the potential  contingent issues as of December 31, 2006
the funds were released from escrow and returned to the Company.  On January 17,
2007 the Company converted the funds to $188,225.


                                      30-F

EX-10.21

                                                                    Exhibit 10.2

                             COLLINS I HOLDING CORP.
                          2007 LONG-TERM INCENTIVE PLAN

      The Collins I Holding Corp.  2007 Long-Term  Incentive Plan (the "PLAN")
was adopted by the Board of Directors of Collins I Holding  Corp.,  a Delaware
corporation  (the  "COMPANY"),   effective  as  of  January  22nd,  2007  (the
"EFFECTIVE DATE").

                                    ARTICLE 1
                                     PURPOSE

      The  purpose of the Plan is to attract  and  retain  the  services  of key
employees, key contractors, key consultants and Outside Directors of the Company
and its Subsidiaries and to provide such persons with a proprietary  interest in
the Company through the granting of incentive stock options, non-qualified stock
options,  and other awards,  whether  granted singly,  or in combination,  or in
tandem, that will:

            (a) increase the interest of such persons in the Company's welfare;

            (b) furnish an incentive to such persons to continue  their services
for the Company; and

            (c) provide a means  through  which the  Company  may  attract  able
persons as Employees, Contractors, Consultants and Outside Directors.

                                    ARTICLE 2
                                   DEFINITIONS

For the  purpose  of the  Plan,  unless  the  context  requires  otherwise,  the
following terms shall have the meanings indicated:

      2.1.  "1934 ACT" means the Securities Exchange Act of 1934.

      2.2.  "AFFILIATE"  shall  have  the  meaning  set  forth  in  Rule  12b-2
promulgated under Section 12 of the 1934 Act.

      2.3.  "AWARD" means the grant of any Incentive Stock Option,  Nonqualified
Stock Option,  or Other Award,  whether  granted  singly or in combination or in
tandem (each individually referred to herein as an "INCENTIVE").

      2.4.  "AWARD  AGREEMENT" means a written  agreement  between a Participant
and the Company which sets out the terms of the grant of an Award.

      2.5.  "AWARD  PERIOD"  means the period  set forth in the Award  Agreement
during which one or more Incentives granted under an Award may be exercised.

      2.6.  "BENEFICIAL  OWNER"  shall have the  meaning set forth in Rule 13d-3
under the 1934 Act.




      2.7.  "BOARD" means the board of directors of the Company.

      2.8.  "CHANGE IN CONTROL" means any of the following,  except as otherwise
provided herein:

            (a) any Person is or  becomes  the  Beneficial  Owner,  directly  or
indirectly,  of  securities  of the Company  (not  including  in the  securities
beneficially  owned by such Person any  securities  acquired  directly  from the
Company or its Affiliates) representing 51% or more of the combined voting power
of the Company's then outstanding  securities,  excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (i)
of paragraph (iii) below; or

            (b) the following  individuals  cease for any reason to constitute a
majority  of the number of  directors  then  serving:  individuals  who,  on the
Effective  Date of this Plan,  constitute  the Board and any new director  whose
appointment or election by the Board or nomination for election by the Company's
stockholders  was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the Effective
Date of this Plan or whose appointment,  election or nomination for election was
previously so approved or recommended; or

            (c) there is consummated a merger or consolidation of the Company or
any direct or indirect  subsidiary  of the Company  with any other  corporation,
other  than (i) a merger  or  consolidation  that  would  result  in the  voting
securities  of the  Company  outstanding  immediately  prior to such  merger  or
consolidation  continuing to represent  (either by remaining  outstanding  or by
being  converted  into voting  securities of the surviving  entity or any parent
thereof) at least  fifty-one  percent (51%) of the combined  voting power of the
securities  of the  Company  or such  surviving  entity  or any  parent  thereof
outstanding  immediately  after such merger or consolidation or (ii) a merger or
consolidation  effected  to  implement  a  recapitalization  of the  Company (or
similar  transaction)  in which no Person is or becomes  the  Beneficial  Owner,
directly or  indirectly,  of  securities  of the Company  (not  including in the
securities  Beneficially  Owned by such Person any securities  acquired directly
from the Company or its Affiliates other than in connection with the acquisition
by the Company or its Affiliates of a business)  representing 51% or more of the
combined voting power of the Company's then outstanding securities; or

            (d) the  stockholders  of the  Company  approve  a plan of  complete
liquidation  or  dissolution of the Company or there is consummated an agreement
for the sale or  disposition by the Company of all or  substantially  all of the
Company's  assets,  other than a sale or  disposition  by the  Company of all or
substantially  all of the  Company's  assets to an  entity,  at least  fifty-one
percent (51%) of the combined voting power of the voting securities of which are
owned by stockholders of the Company in  substantially  the same  proportions as
their ownership of the Company immediately prior to such sale.

      Notwithstanding the foregoing provisions of this Section 2.5, in the event
an Award issued under the Plan is subject to Section 409A of the Code,  then, in
lieu of the foregoing  definition and to the extent necessary to comply with the
requirements  of Section 409A of the Code, the definition of "Change in Control"
for purposes of such Award shall be the  definition  provided for under  Section
409A of the Code and the regulations or other guidance issued thereunder.


                                       2


      2.9. "CODE" means the Internal Revenue Code of 1986, as amended.

      2.10. "COMMITTEE"  means the Compensation  Committee of the Board,  unless
the Board appoints or designates a different committee to administer the Plan in
accordance  with Article 3 of this Plan, or if no such  committee is designated,
means the Board.

      2.11. "COMMON  STOCK" means the common stock,  par value $0.001 per share,
which the  Company  is  currently  authorized  to issue or may in the  future be
authorized to issue,  or any securities into which or for which the common stock
of the Company may be converted or  exchanged,  as the case may be,  pursuant to
the terms of this Plan or the Amended and Restated  Certificate of Incorporation
of the Company.

      2.12. "COMPANY" means Collins I Holding Corp., a Delaware corporation, and
any successor entity.

      2.13. "CONSULTANT"  means  any  Person,   other  than  an  Employee  or  a
Contractor,  performing  advisory or  consulting  services  for the Company or a
Subsidiary, with or without compensation,  provided that BONA FIDE services must
be rendered by such Person and such services shall not be rendered in connection
with the offer or sale of securities in a capital raising transaction.

      2.14. "CONTRACTOR" means any Person, who is not an Employee or Consultant,
performing services for the Company or a Subsidiary, with compensation, pursuant
to a written  independent  contractor  agreement  between  such  Person  and the
Company or a  Subsidiary,  provided  that BONA FIDE services must be rendered by
such Person and such services shall not be rendered in connection with the offer
or sale of securities in a capital raising transaction.

      2.15. "DATE OF GRANT" means the  effective  date on which an Award is made
to a Participant as set forth in the applicable Award Agreement.

      2.16. "EMPLOYEE"  means a common law  employee  (as defined in  accordance
with the Regulations  and Revenue Rulings then applicable  under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company.

      2.17. "FAIR MARKET  VALUE"  means,  as of a particular  date,  (a) if the
shares  of Common  Stock  are  listed  on any  established  national  securities
exchange,  the closing sales price per share of Common Stock on the consolidated
transaction  reporting  system for the  principal  securities  exchange  for the
Common Stock on that date, or, if there shall have been no such sale so reported
on that date, on the last  preceding  date on which such a sale was so reported,
(b) if the shares of Common Stock are not so listed but are quoted on the Nasdaq
National Market System, the closing sales price per share of Common Stock on the
Nasdaq National Market System on that date, or, if there shall have been no such
sale so reported on that date, on the last  preceding  date on which such a sale
was so reported,  (c) if the Common  Stock is not so listed or quoted,  the mean
between  the  closing  bid and  asked  price on that  date,  or, if there are no
quotations  available  for such date, on the last  preceding  date on which such
quotations  shall be  available,  as reported by Nasdaq,  or, if not reported by


                                       3


Nasdaq, by the National  Quotation Bureau,  Inc., or (d) if none of the above is
applicable,  such amount as may be determined  by the  Committee  (acting on the
advice of an  Independent  Third Party,  should the Committee  elect in its sole
discretion  to utilize an  Independent  Third Party for this  purpose),  in good
faith, to be the fair market value per share of Common Stock.

      2.18. "INCENTIVE" is defined in Section 2.1 hereof.

      2.19. "INCENTIVE  STOCK OPTION" means an incentive stock option within the
meaning of Section 422 of the Code, granted pursuant to this Plan.

      2.20. "INDEPENDENT  THIRD PARTY" means an individual or entity independent
of the Company  having  experience  in providing  investment  banking or similar
appraisal or valuation services and with expertise generally in the valuation of
securities  or other  property  for  purposes of this Plan.  The  Committee  may
utilize one or more Independent Third Parties.

      2.21. "NONQUALIFIED  STOCK  OPTION"  means a  nonqualified  stock  option,
granted pursuant to this Plan, which is not an Incentive Stock Option.

      2.22. "OPTION  PRICE"  means the price that must be paid by a  Participant
upon exercise of a Stock Option to purchase a share of Common Stock.

      2.23. "OTHER AWARD" means an Award issued pursuant to Section 6.4 hereof.

      2.24. "OUTSIDE  DIRECTOR"  means a director  of the  Company who is not an
Employee or a Consultant.

      2.25. "PARTICIPANT" means an Employee,  Contractor,  Consultant or Outside
Director of the Company or a Subsidiary  to whom an Award is granted  under this
Plan.

      2.26. "PERSON" shall have the meaning given in Section 3(a)(9) of the 1934
Act, as modified and used in Sections 13(d) and 14(d) thereof,  except that such
term  shall not  include  (i) the  Company  or any of its  subsidiaries,  (ii) a
trustee or other fiduciary holding  securities under an employee benefit plan of
the Company or any of its Affiliates,  (iii) an underwriter  temporarily holding
securities  pursuant  to an offering of such  securities  or (iv) a  corporation
owned,   directly  or  indirectly,   by  the  stockholders  of  the  Company  in
substantially the same proportions as their ownership of stock of the Company.

      2.27. "PLAN" means this Collins I Holding Corp.  2007 Long-Term  Incentive
Plan, as amended from time to time.

      2.28. "STOCK  OPTION" means a  Nonqualified  Stock Option,  a Reload Stock
Option or an Incentive Stock Option.

      2.29. "SUBSIDIARY"  means  (i) any  corporation  in an  unbroken  chain of
corporations  beginning with the Company, if each of the corporations other than
the last  corporation in the unbroken chain owns stock  possessing a majority of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in the chain, (ii) any limited  partnership,  if the Company or any


                                       4


corporation  described  in  item  (i)  above  owns a  majority  of  the  general
partnership  interest  and a  majority  of  the  limited  partnership  interests
entitled to vote on the  removal and  replacement  of the general  partner,  and
(iii) any partnership or limited liability  company,  if the partners or members
thereof are composed  only of the Company,  any  corporation  listed in item (i)
above or any limited partnership listed in item (ii) above. "SUBSIDIARIES" means
more than one of any such corporations,  limited  partnerships,  partnerships or
limited liability companies.

      2.30. "TERMINATION  OF SERVICE"  occurs when a  Participant  who is (i) an
Employee of the Company or any Subsidiary  ceases to serve as an Employee of the
Company and its  Subsidiaries,  for any reason;  (ii) an Outside Director of the
Company or a  Subsidiary  ceases to serve as a director  of the  Company and its
Subsidiaries  for any reason;  (iii) a Contractor of the Company or a Subsidiary
ceases to serve as a  Contractor  of the  Company and its  Subsidiaries  for any
reason; or (iv) a Consultant of the Company or a Subsidiary ceases to serve as a
Consultant of the Company and its Subsidiaries for any reason.  Except as may be
necessary  or  desirable  to comply  with  applicable  federal  or state  law, a
"Termination of Service" shall not be deemed to have occurred when a Participant
who is an Employee becomes a Consultant, Contractor, or Outside Director or vice
versa.  If,  however,  a Participant who is an Employee and who has an Incentive
Stock  Option  ceases to be an  Employee  but does not suffer a  Termination  of
Service,  and if that  Participant  does not exercise the Incentive Stock Option
within the time  required  under  Section 422 of the Code upon  ceasing to be an
Employee,  the Incentive  Stock Option shall  thereafter  become a  Nonqualified
Stock Option.  Notwithstanding the foregoing provisions of this Section 2.30, in
the event an Award issued under the Plan is subject to Section 409A of the Code,
then, in lieu of the foregoing  definition and to the extent necessary to comply
with  the   requirements  of  Section  409A  of  the  Code,  the  definition  of
"Termination  of Service" for purposes of such Award shall be the  definition of
"separation  from  service"  provided for under Section 409A of the Code and the
regulations or other guidance issued thereunder.

      2.31. "TOTAL AND PERMANENT  DISABILITY"  means a Participant  is qualified
for long-term disability benefits under the Company's or Subsidiary's disability
plan or insurance policy;  or, if no such plan or policy is then in existence or
if the  Participant is not eligible to participate in such plan or policy,  that
the Participant, because of a physical or mental condition resulting from bodily
injury,  disease,  or mental  disorder is prevented  from  performing his or her
duties of employment for a period of six (6) continuous months, as determined in
good faith by the  Committee,  based  upon  medical  reports  or other  evidence
satisfactory  to the  Committee;  PROVIDED  THAT,  with respect to any Incentive
Stock  Option,  Total and Permanent  Disability  shall have the meaning given it
under  the   rules   governing   Incentive   Stock   Options   under  the  Code.
Notwithstanding  the foregoing  provisions of this Section 2.31, in the event an
Award  issued under the Plan is subject to Section  409A of the Code,  then,  in
lieu of the foregoing  definition and to the extent necessary to comply with the
requirements of Section 409A of the Code, the definition of "Total and Permanent
Disability"  for purposes of such Award shall be the definition of  "disability"
provided  for  under  Section  409A of the  Code  and the  regulations  or other
guidance issued thereunder.


                                       5


                                    ARTICLE 3
                                 ADMINISTRATION

      3.1.  GENERAL ADMINISTRATION;  ESTABLISHMENT OF COMMITTEE.  Subject to the
terms of this Article 3, the Plan shall be  administered  by the Committee which
shall  consist of at least two (2) members.  Any member of the  Committee may be
removed at any time,  with or without  cause,  by resolution  of the Board.  Any
vacancy  occurring  in  the  membership  of  the  Committee  may  be  filled  by
appointment  by the Board.  At any time there is no Committee to administer  the
Plan, any  references in this Plan to the Committee  shall be deemed to refer to
the Board.

      The Committee  shall select one of its members to act as its  Chairman.  A
majority of the Committee shall  constitute a quorum,  and the act of a majority
of the  members  of the  Committee  present  at a  meeting  at which a quorum is
present shall be the act of the Committee.

      3.2.  DESIGNATION OF PARTICIPANTS AND AWARDS.

            (a) The Committee or the Board shall  determine  and designate  from
time to time the  eligible  persons to whom Awards will be granted and shall set
forth in each related Award Agreement,  where applicable,  the Award Period, the
Date of Grant, and such other terms,  provisions,  limitations,  and performance
requirements,  as are approved by the Committee,  but not inconsistent  with the
Plan. The Committee shall  determine  whether an Award shall include one type of
Incentive  or two or  more  Incentives  granted  in  combination  or two or more
Incentives  granted in tandem  (that is, a joint  grant  where  exercise  of one
Incentive  results in cancellation of all or a portion of the other  Incentive).
Although the members of the Committee shall be eligible to receive  Awards,  all
decisions with respect to any Award, and the terms and conditions thereof, to be
granted under the Plan to any member of the  Committee  shall be made solely and
exclusively by the other members of the Committee, or if such member is the only
member of the Committee, by the Board.

            (b) Notwithstanding Section 3.2(a), the Board may, in its discretion
and by a resolution adopted by the Board,  authorize one or more officers of the
Company (an  "AUTHORIZED  OFFICER") to (i)  designate  one or more  Employees as
eligible  persons  to whom  Awards  will be  granted  under  the  Plan  and (ii)
determine  the  number of shares of Common  Stock  that will be  subject to such
Awards;  PROVIDED,  HOWEVER,  that the  resolution  of the Board  granting  such
authority  shall (x) specify the total number of shares of Common Stock that may
be made  subject to the Awards,  (y) set forth the price or prices (or a formula
by which such price or prices may be  determined) to be paid for the purchase of
the Common  Stock  subject to such Awards,  and (z) not  authorize an officer to
designate himself as a recipient of any Award.

      3.3.  AUTHORITY OF THE COMMITTEE. The Committee, in its discretion,  shall
(i)  interpret  the Plan,  (ii)  prescribe,  amend,  and  rescind  any rules and
regulations  necessary or appropriate for the  administration of the Plan, (iii)
establish  performance  goals  for an Award  and  certify  the  extent  of their
achievement,  and (iv) make such other determinations or certifications and take
such other action as it deems  necessary or advisable in the  administration  of
the Plan. Any  interpretation,  determination,  or other action made or taken by
the Committee shall be final, binding, and conclusive on all interested parties.
The  Committee's  discretion  set  forth  herein  shall  not be  limited  by any


                                       6


provision of the Plan,  including any provision which by its terms is applicable
notwithstanding any other provision of the Plan to the contrary.

      The  Committee  may  delegate to officers  of the  Company,  pursuant to a
written delegation, the authority to perform specified functions under the Plan.
Any  actions  taken by any  officers of the  Company  pursuant  to such  written
delegation of authority shall be deemed to have been taken by the Committee.

      With  respect  to   restrictions  in  the  Plan  that  are  based  on  the
requirements of Rule 16b-3  promulgated  under the 1934 Act,  Section 422 of the
Code,  Section  162(m) of the Code,  Section 409A of the Code,  the rules of any
exchange or inter-dealer  quotation  system upon which the Company's  securities
are  listed  or  quoted,  or any  other  applicable  law,  rule  or  restriction
(collectively,  "APPLICABLE  LAW"), to the extent that any such restrictions are
no  longer  required  by  applicable  law,  the  Committee  shall  have the sole
discretion  and  authority to grant Awards that are not subject to such mandated
restrictions  and/or to waive any such  mandated  restrictions  with  respect to
outstanding Awards.

                                    ARTICLE 4
                                   ELIGIBILITY

      Any Employee  (including  an Employee who is also a director or an officer
of the Company), Contractor, Consultant or Outside Director of the Company whose
judgment,  initiative,  and efforts contributed or may be expected to contribute
to the  successful  performance of the Company is eligible to participate in the
Plan;  PROVIDED that only Employees of the Company or its Subsidiaries  shall be
eligible to receive Incentive Stock Options. The Committee, upon its own action,
may  grant,  but  shall not be  required  to  grant,  an Award to any  Employee,
Contractor,  Consultant  or Outside  Director of the Company or any  Subsidiary.
Awards may be granted by the  Committee at any time and from time to time to new
Participants,  or to then  Participants,  or to a greater  or  lesser  number of
Participants, and may include or exclude previous Participants, as the Committee
shall  determine.  Except as required by this Plan,  Awards granted at different
times need not contain similar provisions.  The Committee's determinations under
the Plan  (including  without  limitation  determinations  of  which  Employees,
Contractors,  Consultants or Outside  Directors,  if any, are to receive Awards,
the form,  amount and timing of such Awards,  the terms and  provisions  of such
Awards and the agreements  evidencing  same) need not be uniform and may be made
by it selectively  among  Participants who receive,  or are eligible to receive,
Awards under the Plan.

                                    ARTICLE 5
                             SHARES SUBJECT TO PLAN

      5.1.  NUMBER  AVAILABLE  FOR AWARDS.  Subject to adjustment as provided in
Articles  11 and 12, the  maximum  number of shares of Common  Stock that may be
delivered  pursuant to Awards  granted  under the Plan is Three  Thousand  Three
Hundred  (3,300)  shares,  one hundred  percent (100%) of which may be delivered
pursuant to Incentive  Stock Options.  Shares to be issued may be made available
from authorized but unissued  Common Stock,  Common Stock held by the Company in
its  treasury,  or Common  Stock  purchased by the Company on the open market or
otherwise.  During the term of this Plan,  the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.


                                       7


      5.2.  REUSE OF SHARES.  To the extent that any Award under this Plan shall
be forfeited,  shall expire or be canceled, in whole or in part, then the number
of shares of Common  Stock  covered by the Award or stock  option so  forfeited,
expired or  canceled  may again be awarded  pursuant to the  provisions  of this
Plan. In the event that previously acquired shares of Common Stock are delivered
to the Company in full or partial payment of the exercise price for the exercise
of a Stock Option  granted under this Plan, the number of shares of Common Stock
available  for future  Awards  under this Plan shall be reduced  only by the net
number of shares of Common Stock  issued upon the exercise of the Stock  Option.
Awards that may be satisfied either by the issuance of shares of Common Stock or
by cash or other  consideration  shall be counted  against the maximum number of
shares of Common Stock that may be issued under this Plan only during the period
that the Award is outstanding or to the extent the Award is ultimately satisfied
by the issuance of shares of Common Stock.  Awards will not reduce the number of
shares  of  Common  Stock  that  may be  issued  pursuant  to  this  Plan if the
settlement of the Award will not require the issuance of shares of Common Stock,
as, for example,  a stock  appreciation  right that can be satisfied only by the
payment of cash.  Notwithstanding  any  provisions  of the Plan to the contrary,
only  shares  forfeited  back to the  Company,  shares  canceled  on  account of
termination,  expiration or lapse of an Award,  shares surrendered in payment of
the exercise  price of an option or shares  withheld  for payment of  applicable
employment taxes and/or withholding  obligations  resulting from the exercise of
an option shall again be available  for grant of Stock  Options  under the Plan,
but shall not  increase  the maximum  number of shares  described in Section 5.1
above as the  maximum  number of shares of Common  Stock  that may be  delivered
pursuant to Stock Options.

                                    ARTICLE 6
                                 GRANT OF AWARDS

      6.1.  IN  GENERAL.  The  grant of an  Award  shall  be  authorized  by the
Committee  and  shall be  evidenced  by an Award  Agreement  setting  forth  the
Incentive  or  Incentives  being  granted,  the total number of shares of Common
Stock subject to the Incentive(s),  the Option Price (if applicable),  the Award
Period, the Date of Grant, and such other terms,  provisions,  limitations,  and
performance objectives,  as are approved by the Committee,  but not inconsistent
with the Plan.  The Company shall execute an Award  Agreement with a Participant
after  the  Committee  approves  the  issuance  of an Award.  Any Award  granted
pursuant  to this  Plan must be  granted  within  ten (10)  years of the date of
adoption of this Plan. The Plan shall be submitted to the Company's stockholders
for  approval;  HOWEVER,  the Committee may grant Awards under the Plan prior to
the  time  of  stockholder  approval.  Any  such  Award  granted  prior  to such
stockholder  approval shall be made subject to such  stockholder  approval.  The
grant of an Award to a  Participant  shall not be deemed  either to entitle  the
Participant  to, or to disqualify  the  Participant  from,  receipt of any other
Award under the Plan.

      6.2.  OPTION  PRICE.  The Option Price for any share of Common Stock which
may be purchased under a Nonqualified Stock Option for any share of Common Stock
may be equal to or greater  than the Fair Market  Value of the share on the Date
of Grant.  The Option Price for any share of Common Stock which may be purchased
under an Incentive  Stock Option must be at least equal to the Fair Market Value


                                       8


of the share on the Date of Grant; if an Incentive Stock Option is granted to an
Employee  who owns or is deemed to own (by  reason of the  attribution  rules of
Section  424(d) of the Code) more than ten percent (10%) of the combined  voting
power of all classes of stock of the Company (or any parent or Subsidiary),  the
Option Price shall be at least one hundred ten percent (110%) of the Fair Market
Value of the Common Stock on the Date of Grant.

      6.3.  MAXIMUM ISO GRANTS.  The  Committee  may not grant  Incentive  Stock
Options  under the Plan to any Employee  which would permit the  aggregate  Fair
Market Value  (determined on the Date of Grant) of the Common Stock with respect
to which  Incentive  Stock Options (under this and any other plan of the Company
and its Subsidiaries) are exercisable for the first time by such Employee during
any calendar  year to exceed One Hundred  Thousand  Dollars  ($100,000).  To the
extent  any Stock  Option  granted  under this Plan  which is  designated  as an
Incentive  Stock Option  exceeds this limit or otherwise  fails to qualify as an
Incentive Stock Option, such Stock Option (or any such portion thereof) shall be
a Nonqualified  Stock Option.  In such case, the Committee shall designate which
stock will be treated as Incentive Stock Option stock by causing the issuance of
a separate  stock  certificate  and  identifying  such stock as Incentive  Stock
Option stock on the Company's stock transfer records.

      6.4.  OTHER AWARDS. The Committee may grant to any Participant other forms
of Awards, based upon, payable in, or otherwise related to, in whole or in part,
shares of Common  Stock,  if the  Committee  determines  that such other form of
Award is consistent  with the purpose and  restrictions  of this Plan. The terms
and conditions of such other form of Award shall be specified by the grant. Such
Other  Awards  may be  granted  for no  cash  consideration,  for  such  minimum
consideration  as  may  be  required  by  applicable  law,  or  for  such  other
consideration as may be specified by the grant.

      6.5.  TANDEM AWARDS. The Committee may grant two or more Incentives in one
Award in the form of a "tandem  Award," so that the right of the  Participant to
exercise  one  Incentive  shall be  canceled  if, and to the  extent,  the other
Incentive is exercised.  For example, if a Stock Option and a stock appreciation
right are issued in a tandem  Award,  and the  Participant  exercises  the stock
appreciation right with respect to one hundred (100) shares of Common Stock, the
right of the  Participant to exercise the related Stock Option shall be canceled
to the extent of one hundred (100) shares of Common Stock.

                                    ARTICLE 7
                              AWARD PERIOD; VESTING

      7.1.  AWARD  PERIOD.  Subject to the other  provisions  of this Plan,  the
Committee may, in its discretion, provide that an Incentive may not be exercised
in  whole  or in part for any  period  or  periods  of time or  beyond  any date
specified in the Award Agreement.  Except as provided in the Award Agreement, an
Incentive may be exercised in whole or in part at any time during its term.  The
Award Period for an Incentive shall be reduced or terminated upon Termination of
Service.  No Incentive granted under the Plan may be exercised at any time after
the end of its Award Period.  No portion of any Incentive may be exercised after
the expiration of ten (10) years from its Date of Grant. However, if an Employee
owns or is deemed to own (by reason of the  attribution  rules of Section 424(d)
of the Code) more than ten percent  (10%) of the  combined  voting  power of all


                                       9


classes of stock of the Company (or any parent or  Subsidiary)  and an Incentive
Stock  Option is  granted to such  Employee,  the term of such  Incentive  Stock
Option (to the  extent  required  by the Code at the time of grant)  shall be no
more than five (5) years from the Date of Grant.

      7.2.  VESTING. The Committee,  in its sole discretion,  may determine that
an Incentive will be immediately  vested in whole or in part, or that all or any
portion  may not be vested  until a date,  or dates,  subsequent  to its Date of
Grant, or until the occurrence of one or more specified  events,  subject in any
case to the terms of the Plan. If the Committee imposes conditions upon vesting,
then,  subsequent  to the  Date  of  Grant,  the  Committee  may,  in  its  sole
discretion, accelerate the date on which all or any portion of the Incentive may
be vested.

                                    ARTICLE 8
                       EXERCISE OR CONVERSION OF INCENTIVE

      8.1.  IN GENERAL. A vested Incentive may be exercised or converted, during
its Award Period, subject to limitations and restrictions set forth in the Award
Agreement.

      8.2.  SECURITIES  LAW  AND  EXCHANGE  RESTRICTIONS.  In no  event  may  an
Incentive be exercised or shares of Common Stock be issued  pursuant to an Award
if a necessary  listing or  quotation  of the shares of Common  Stock on a stock
exchange or  interdealer  quotation  system or any  registration  under state or
federal   securities  laws  required  under  the   circumstances  has  not  been
accomplished.

      8.3.  EXERCISE OF STOCK OPTION.

            (a) IN GENERAL.  If a Stock Option is exercisable  prior to the time
it is vested,  the Common  Stock  obtained on the  exercise of the Stock  Option
shall be restricted  stock which is subject to the applicable  provisions of the
Plan and the Award Agreement. If the Committee imposes conditions upon exercise,
then subsequent to the Date of Grant, the Committee may, in its sole discretion,
accelerate  the date on which  all or any  portion  of the Stock  Option  may be
exercised.  The granting of a Stock Option shall impose no  obligation  upon the
Participant to exercise that Stock Option.

            (b) NOTICE AND PAYMENT.  Subject to such administrative  regulations
as the Committee may from time to time adopt, a Stock Option may be exercised by
the delivery of written notice to the Company setting forth the number of shares
of Common Stock with  respect to which the Stock  Option is to be exercised  and
the date of exercise thereof (the "EXERCISE DATE") which shall be at least three
(3) days  after  giving  such  notice  unless an  earlier  time  shall have been
mutually agreed upon. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the shares
to be purchased,  payable as provided in the Award Agreement,  which may provide
for payment in any one or more of the following  ways:  (a) cash or check,  bank
draft,  or money order  payable to the order of the  Company,  (b) Common  Stock
(including  restricted  stock) owned by the  Participant  on the Exercise  Date,
valued at its Fair Market Value on the Exercise Date, and which the  Participant
has not  acquired  from the Company  within six (6) months prior to the Exercise
Date, (c) by delivery  (including by telephonic  facsimile  transmission) to the
Company or its designated agent of an executed  irrevocable option exercise form


                                       10


together  with  irrevocable  instructions  from the  Participant  to a broker or
dealer,  reasonably  acceptable to the Company, to sell certain of the shares of
Common  Stock  purchased  upon  exercise  of the Stock  Option or to pledge such
shares as collateral  for a loan and promptly  deliver to the Company the amount
of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any
other form of valid  consideration  that is  acceptable  to the Committee in its
sole  discretion.  In the event that shares of restricted  stock are tendered as
consideration  for the exercise of a Stock Option,  a number of shares of Common
Stock issued upon the exercise of the Stock Option with an Option Price equal to
the value of restricted stock used as consideration therefor shall be subject to
the same restrictions and provisions as the restricted stock so tendered.

            (c) [RESERVED]

            (d) ISSUANCE OF  CERTIFICATE.  Except as  otherwise  provided in the
applicable  Award   Agreement,   upon  payment  of  all  amounts  due  from  the
Participant,  the Company  shall cause  certificates  for the Common  Stock then
being  purchased to be delivered as directed by the  Participant  (or the person
exercising the  Participant's  Stock Option in the event of his or her death) at
its principal business office promptly after the Exercise Date; PROVIDED that if
the Participant has exercised an Incentive Stock Option,  the Company may at its
option retain  physical  possession  of the  certificate  evidencing  the shares
acquired upon exercise until the expiration of the holding periods  described in
Section  422(a)(1) of the Code.  The obligation of the Company to deliver shares
of Common Stock shall, however, be subject to the condition that, if at any time
the Committee shall determine in its discretion that the listing,  registration,
or  qualification  of the Stock Option or the Common  Stock upon any  securities
exchange or inter-dealer  quotation system or under any state or federal law, or
the consent or approval of any  governmental  regulatory body, is necessary as a
condition  of, or in  connection  with,  the Stock  Option  or the  issuance  or
purchase  of shares of Common  Stock  thereunder,  the Stock  Option  may not be
exercised in whole or in part unless such listing, registration,  qualification,
consent, or approval shall have been effected or obtained free of any conditions
not reasonably acceptable to the Committee.

            (e) FAILURE TO PAY.  Except as may otherwise be provided in an Award
Agreement, if the Participant fails to pay for any of the Common Stock specified
in such  notice  or  fails to  accept  delivery  thereof,  that  portion  of the
Participant's  Stock  Option  and right to  purchase  such  Common  Stock may be
extinguished by the Company.

      8.4.  DISQUALIFYING  DISPOSITION OF INCENTIVE  STOCK OPTION.  If shares of
Common Stock acquired upon exercise of an Incentive Stock Option are disposed of
by a Participant  prior to the  expiration of either two (2) years from the Date
of Grant of such  Stock  Option or one (1) year from the  transfer  of shares of
Common Stock to the  Participant  pursuant to the exercise of such Stock Option,
or in any other  disqualifying  disposition within the meaning of Section 422 of
the Code, such  Participant  shall notify the Company in writing of the date and
terms of such  disposition.  A disqualifying  disposition by a Participant shall
not affect the status of any other  Stock  Option  granted  under the Plan as an
Incentive Stock Option within the meaning of Section 422 of the Code.


                                       11


                                    ARTICLE 9
                           AMENDMENT OR DISCONTINUANCE

      Subject to the  limitations  set forth in this Article 9, the Board may at
any time and from time to time, without the consent of the Participants,  alter,
amend,  revise,  suspend, or discontinue the Plan in whole or in part; PROVIDED,
HOWEVER, that no amendment for which stockholder approval is required either (i)
by any securities exchange or inter-dealer  quotation system on which the Common
Stock is listed or traded or (ii) in order for the Plan and  Incentives  awarded
under the Plan to continue to comply with Sections 162(m), 409A, 421, and 422 of
the Code,  including any successors to such Sections,  shall be effective unless
such amendment  shall be approved by the requisite vote of the  stockholders  of
the Company  entitled to vote thereon.  Any such amendment  shall, to the extent
deemed necessary or advisable by the Committee, be applicable to any outstanding
Incentives  theretofore  granted  under the Plan,  notwithstanding  any contrary
provisions contained in any Award Agreement.  In the event of any such amendment
to the Plan, the holder of any Incentive  outstanding under the Plan shall, upon
request of the  Committee  and as a  condition  to the  exercisability  thereof,
execute a conforming  amendment in the form  prescribed  by the Committee to any
Award Agreement  relating thereto.  Notwithstanding  anything  contained in this
Plan  to the  contrary,  unless  required  by law,  no  action  contemplated  or
permitted by this Article 9 shall adversely affect any rights of Participants or
obligations  of the  Company  to  Participants  with  respect  to any  Incentive
theretofore  granted  under  the  Plan  without  the  consent  of  the  affected
Participant.

                                   ARTICLE 10
                                      TERM

      The Plan shall be  effective  from the date that this Plan is  approved by
the  Board.  Unless  sooner  terminated  by action of the  Board,  the Plan will
terminate  on January __, 2017,  but  Incentives  granted  before that date will
continue to be effective in accordance with their terms and conditions.

                                   ARTICLE 11
                               CAPITAL ADJUSTMENTS

      In the event that the Committee shall determine that any dividend or other
distribution  (whether in the form of cash, Common Stock,  other securities,  or
other  property),  recapitalization,  stock split,  reverse stock split,  rights
offering, reorganization,  merger, consolidation, split-up, spin-off, split-off,
combination,  subdivision,  repurchase,  or  exchange  of Common  Stock or other
securities  of the  Company,  issuance of  warrants or other  rights to purchase
Common Stock or other  securities  of the Company,  or other  similar  corporate
transaction  or event  affects  the  Common  Stock  such that an  adjustment  is
determined  by the  Committee  to be  appropriate  to prevent  the  dilution  or
enlargement of the benefits or potential  benefits intended to be made available
under  the  Plan,  then  the  Committee  shall,  in such  manner  as it may deem
equitable,  adjust any or all of the (i) the number of shares and type of Common
Stock (or the securities or property)  which  thereafter may be made the subject
of  Awards,  (ii) the  number  of  shares  and type of  Common  Stock  (or other
securities  or property)  subject to  outstanding  Awards,  and (iii) the Option
Price  of  each  outstanding  Award.  In  lieu  of  the  foregoing,   if  deemed
appropriate,  the Committee may make  provision for a cash payment to the holder


                                       12


of an outstanding Award.  Notwithstanding  the foregoing,  no such adjustment or
cash payment shall be made or  authorized to the extent that such  adjustment or
cash payment would cause the Plan or any Stock Option to violate  Section 422 of
the Code.  Such  adjustments  shall be made in accordance  with the rules of any
securities  exchange,  stock  market,  or stock  quotation  system  to which the
Company is subject.

      Upon the  occurrence of any such  adjustment or cash payment,  the Company
shall provide  notice to each affected  Participant  of its  computation of such
adjustment or cash payment  which shall be conclusive  and shall be binding upon
each such Participant.

                                   ARTICLE 12
                  RECAPITALIZATION, MERGER AND CONSOLIDATION

      12.1. NO EFFECT ON  COMPANY'S  AUTHORITY.  The  existence of this Plan and
Incentives  granted  hereunder shall not affect in any way the right or power of
the Company or its  stockholders  to make or authorize  any or all  adjustments,
recapitalizations,  reorganizations,  or other changes in the Company's  capital
structure  and  its  business,  or any  Change  in  Control,  or any  merger  or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
preference  stocks  ranking prior to or otherwise  affecting the Common Stock or
the rights thereof (or any rights,  options,  or warrants to purchase  same), or
the dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business,  or any other  corporate act or  proceeding,
whether of a similar character or otherwise.

      12.2. CONVERSION OF  INCENTIVES  WHERE  COMPANY  SURVIVES.  Subject to any
required action by the stockholders and except as otherwise  provided by Section
12.4 hereof or as may be required  to comply with  Section  409A of the Code and
the regulations or other guidance issued thereunder, if the Company shall be the
surviving  or  resulting  corporation  in any  merger,  consolidation  or  share
exchange,  any  Incentive  granted  hereunder  shall pertain to and apply to the
securities or rights (including cash, property,  or assets) to which a holder of
the number of shares of Common Stock  subject to the  Incentive  would have been
entitled.

      12.3. EXCHANGE  OR  CANCELLATION  OF  INCENTIVES  WHERE  COMPANY  DOES NOT
SURVIVE.  Except as  otherwise  provided  by  Section  12.4  hereof or as may be
required to comply with  Section 409A of the Code and the  regulations  or other
guidance issued thereunder,  in the event of any merger,  consolidation or share
exchange  pursuant  to which  the  Company  is not the  surviving  or  resulting
corporation,  there shall be substituted  for each share of Common Stock subject
to the unexercised portions of outstanding Incentives,  that number of shares of
each class of stock or other  securities  or that amount of cash,  property,  or
assets  of  the  surviving,   resulting  or  consolidated   company  which  were
distributed or  distributable  to the  stockholders of the Company in respect to
each  share of Common  Stock held by them,  such  outstanding  Incentives  to be
thereafter  exercisable  for  such  stock,  securities,  cash,  or  property  in
accordance with their terms.

      12.4. CANCELLATION  OF  INCENTIVES.   Notwithstanding  the  provisions  of
Sections  12.2 and 12.3  hereof,  and except as may be  required  to comply with
Section  409A  of  the  Code  and  the  regulations  or  other  guidance  issued
thereunder,  all Incentives granted hereunder may be canceled by the Company, in
its sole discretion,  as of the effective date of any Change in Control, merger,


                                       13


consolidation or share exchange, or any issuance of bonds, debentures, preferred
or preference stocks ranking prior to or otherwise affecting the Common Stock or
the rights thereof (or any rights, options, or warrants to purchase same), or of
any proposed sale of all or substantially  all of the assets of the Company,  or
of any dissolution or liquidation of the Company, by either:

            (a) giving   notice  to  each   Participant   or  his/her   personal
representative  of the Company's  intention to cancel those Incentives for which
the issuance of shares of Common Stock involved  payment by the  Participant for
such  shares  and,  permitting  the  purchase,  during  the five (5) day  period
preceding the effective date of such  cancellation,  of any or all of the shares
of Common Stock subject to such outstanding Incentives, including in the Board's
discretion  some or all of the  shares  as to which  such  Incentives  would not
otherwise be vested and exercisable; or

            (b) in the case of  Incentives  that are either (i) settled  only in
shares of Common Stock, or (ii) at the election of the  Participant,  settled in
shares of Common Stock,  paying such Participant an amount equal to a reasonable
estimate  of the  difference  between  the net amount per share  payable in such
transaction or as a result of such transaction,  and the price per share of such
Incentive to be paid by the Participant  (hereinafter the "SPREAD"),  multiplied
by the number of shares  subject to the  Incentive.  In  estimating  the Spread,
appropriate  adjustments to give effect to the existence of the Incentives shall
be made, such as deeming the Incentives to have been exercised, with the Company
receiving  the  exercise  price  payable  thereunder,  and  treating  the shares
receivable  upon exercise of the Incentives as being  outstanding in determining
the net amount per share.  In cases where the proposed  transaction  consists of
the  acquisition  of assets of the  Company,  the net amount per share  shall be
calculated on the basis of the net amount  receivable  with respect to shares of
Common Stock upon a  distribution  and  liquidation  by the Company after giving
effect to expenses and charges,  including but not limited to taxes,  payable by
the Company before such liquidation could be completed.

            (c) An Award that by its terms would be fully vested or  exercisable
upon a Change in Control will be considered  vested or exercisable  for purposes
of Section 12.4(a) hereof.

                                   ARTICLE 13
                           LIQUIDATION OR DISSOLUTION

      Subject to Section 12.4  hereof,  in case the Company  shall,  at any time
while any Incentive under this Plan shall be in force and remain unexpired,  (i)
sell all or substantially all of its property, or (ii) dissolve,  liquidate,  or
wind up its affairs, then each Participant shall be entitled to receive, in lieu
of each share of Common Stock of the Company which such  Participant  would have
been  entitled to receive under the  Incentive,  the same kind and amount of any
securities or assets as may be issuable, distributable, or payable upon any such
sale,  dissolution,  liquidation,  or winding  up with  respect to each share of
Common  Stock of the  Company.  If the Company  shall,  at any time prior to the
expiration of any Incentive, make any partial distribution of its assets, in the
nature  of a  partial  liquidation,  whether  payable  in cash  or in kind  (but
excluding the  distribution of a cash dividend payable out of earned surplus and
designated  as such) and an  adjustment  is  determined  by the  Committee to be
appropriate  to prevent the  dilution  of the  benefits  or  potential  benefits


                                       14


intended to be made available under the Plan, then the Committee  shall, in such
manner as it may deem  equitable,  make such  adjustment in accordance  with the
provisions of Article 11 hereof.

                                   ARTICLE 14
                         INCENTIVES IN SUBSTITUTION FOR
                      INCENTIVES GRANTED BY OTHER ENTITIES

      Incentives may be granted under the Plan from time to time in substitution
for similar instruments held by employees, consultants, contractors or directors
of a corporation,  partnership,  or limited  liability company who become or are
about to become Employees, Contractors,  Consultants or Outside Directors of the
Company  or any  Subsidiary  as a result  of a merger  or  consolidation  of the
employing corporation with the Company, the acquisition by the Company of equity
of the employing entity, or any other similar transaction  pursuant to which the
Company  becomes  the  successor  employer.  The  terms  and  conditions  of the
substitute  Incentives  so granted  may vary from the terms and  conditions  set
forth in this Plan to such extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the Incentives
in substitution for which they are granted.

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

      15.1. INVESTMENT  INTENT.  The Company may require that there be presented
to and filed with it by any Participant  under the Plan, such evidence as it may
deem necessary to establish that the Incentives  granted or the shares of Common
Stock to be purchased or  transferred  are being acquired for investment and not
with a view to their distribution.

      15.2. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any Incentive
granted under the Plan shall confer upon any  Participant any right with respect
to continuance of employment by the Company or any Subsidiary.

      15.3. INDEMNIFICATION  OF BOARD AND  COMMITTEE.  No member of the Board or
the  Committee,  nor any officer or Employee of the Company  acting on behalf of
the  Board  or the  Committee,  shall  be  personally  liable  for  any  action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all  members  of the Board and the  Committee,  each  officer  of the
Company,  and each Employee of the Company  acting on behalf of the Board or the
Committee  shall,  to the extent  permitted  by law,  be fully  indemnified  and
protected  by the  Company  in  respect of any such  action,  determination,  or
interpretation.

      15.4. EFFECT OF THE PLAN. Neither the adoption of this Plan nor any action
of the Board or the Committee shall be deemed to give any person any right to be
granted  an Award or any other  rights  except as may be  evidenced  by an Award
Agreement,  or any  amendment  thereto,  duly  authorized  by the  Committee and
executed  on behalf of the  Company,  and then only to the  extent  and upon the
terms and conditions expressly set forth therein.

      15.5. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding anything
contained  herein to the contrary,  the Company shall not be required to sell or
issue shares of Common Stock under any  Incentive if the issuance  thereof would
constitute a violation by the  Participant  or the Company of any  provisions of


                                       15


any law or regulation of any governmental  authority or any national  securities
exchange or  inter-dealer  quotation  system or other  forum in which  shares of
Common Stock are quoted or traded (including  without  limitation  Section 16 of
the 1934 Act and Section 162(m) of the Code); and, as a condition of any sale or
issuance of shares of Common Stock under an Incentive, the Committee may require
such agreements or undertakings,  if any, as the Committee may deem necessary or
advisable to assure  compliance  with any such law or regulation.  The Plan, the
grant and exercise of Incentives hereunder, and the obligation of the Company to
sell and  deliver  shares of Common  Stock,  shall be subject to all  applicable
federal and state  laws,  rules and  regulations  and to such  approvals  by any
government or regulatory agency as may be required.

      15.6. TAX REQUIREMENTS. The Company or, if applicable, any Subsidiary (for
purposes of this Section 15.6, the term "COMPANY" shall be deemed to include any
applicable Subsidiary),  shall have the right to deduct from all amounts paid in
cash or other form in connection  with the Plan, any Federal,  state,  local, or
other taxes  required by law to be withheld in connection  with an Award granted
under this Plan.  The Company  may,  in its sole  discretion,  also  require the
Participant  receiving  shares of Common  Stock issued under the Plan to pay the
Company  the amount of any taxes that the  Company is  required  to  withhold in
connection with the Participant's income arising with respect to the Award. Such
payments  shall be  required  to be made when  requested  by Company  and may be
required to be made prior to the delivery of any certificate representing shares
of Common  Stock.  Such  payment may be made (i) by the  delivery of cash to the
Company in an amount that equals the required tax withholding obligations of the
Company;  (ii) if the Company,  in its sole discretion,  so consents in writing,
the actual  delivery by the  exercising  Participant to the Company of shares of
Common Stock that the  Participant  has not acquired from the Company within six
(6) months  prior to the date of exercise,  which  shares so  delivered  have an
aggregate  Fair Market Value that equals the required tax  withholding  payment;
(iii) if the  Company,  in its sole  discretion,  so consents  in  writing,  the
Company's withholding of a number of shares to be delivered upon the exercise of
the Award,  which shares so withheld  have an  aggregate  fair market value that
equals (but does not exceed) the required tax withholding  payment;  or (iv) any
combination  of (i),  (ii), or (iii).  The Company may, in its sole  discretion,
withhold any such taxes from any other cash  remuneration  otherwise paid by the
Company to the Participant.  The Committee may in the Award Agreement impose any
additional tax  requirements or provisions that the Committee deems necessary or
desirable.

      15.7. ASSIGNABILITY.  Incentive  Stock  Options  may  not be  transferred,
assigned,  pledged,  hypothecated or otherwise conveyed or encumbered other than
by will or the laws of descent and  distribution and may be exercised during the
lifetime of the Participant only by the Participant or the Participant's legally
authorized  representative,  and each Award Agreement in respect of an Incentive
Stock Option shall so provide. The designation by a Participant of a beneficiary
will not  constitute a transfer of the Stock Option.  The Committee may waive or
modify any limitation  contained in the preceding sentences of this Section 15.7
that is not required for compliance with Section 422 of the Code.

      Except as otherwise provided herein, Nonqualified Stock Options may not be
transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered
other than by will or the laws of descent and  distribution.  The Committee may,
in its discretion,  authorize all or a portion of a Nonqualified Stock Option to
be granted to a Participant on terms which permit  transfer by such  Participant


                                       16


to  (i)  the  spouse  (or  former  spouse),  children  or  grandchildren  of the
Participant  ("IMMEDIATE  FAMILY  MEMBERS"),  (ii) a  trust  or  trusts  for the
exclusive benefit of such Immediate Family Members, (iii) a partnership in which
the only  partners are (1) such  Immediate  Family  Members  and/or (2) entities
which are  controlled by Immediate  Family  Members,  (iv) an entity exempt from
federal  income tax pursuant to Section  501(c)(3) of the Code or any  successor
provision,  or (v) a split  interest  trust or pooled  income fund  described in
Section  2522(c)(2)  of the Code or any successor  provision,  PROVIDED THAT (x)
there shall be no consideration  for any such transfer,  (y) the Award Agreement
pursuant to which such Nonqualified  Stock Option is granted must be approved by
the  Committee  and  must  expressly  provide  for  transferability  in a manner
consistent  with this  Section,  and (z)  subsequent  transfers  of  transferred
Nonqualified  Stock Options shall be prohibited except those by will or the laws
of descent and distribution. Following any transfer, any such Nonqualified Stock
Option  shall  continue to be subject to the same terms and  conditions  as were
applicable immediately prior to transfer, provided that for purposes of Articles
8, 9, 11, 13 and 15 hereof the term "Participant" shall be deemed to include the
transferee.  The events of  Termination  of Service shall continue to be applied
with respect to the original Participant, following which the Nonqualified Stock
Options shall be exercisable or convertible by the transferee only to the extent
and for the periods  specified in the Award  Agreement.  The  Committee  and the
Company  shall have no obligation  to inform any  transferee  of a  Nonqualified
Stock Option of any expiration, termination, lapse or acceleration of such Stock
Option.  The Company  shall have no  obligation  to register with any federal or
state securities  commission or agency any Common Stock issuable or issued under
a Nonqualified  Stock Option that has been  transferred  by a Participant  under
this Section 15.7.

      15.8. USE OF  PROCEEDS.  Proceeds  from the sale of shares of Common Stock
pursuant to Incentives granted under this Plan shall constitute general funds of
the Company.

      15.9. LEGEND. In the event the Company physically  transfers  certificates
representing  shares of  restricted  stock to a  Participant,  each  certificate
representing such shares of restricted stock shall bear the following legend, or
a similar  legend deemed by the Company to constitute an  appropriate  notice of
the  provisions  hereof (any such  certificate  not having such legend  shall be
surrendered upon demand by the Company and so endorsed):

      On the face of the certificate:

         "Transfer of this stock is  restricted in  accordance  with  conditions
         printed on the reverse of this certificate. "

      On the reverse:

         "The shares of stock  evidenced by this  certificate are subject to and
         transferable  only in  accordance  with that certain  Collins I Holding
         Corp. 2007 Long-Term  Incentive Plan, a copy of which is on file at the
         principal  office  of the  Company  in  Middletown,  Rhode  Island.  No
         transfer or pledge of the shares evidenced hereby may be made except in
         accordance  with  and  subject  to the  provisions  of  said  Plan.  By
         acceptance  of this  certificate,  any  holder,  transferee  or pledgee
         hereof agrees to be bound by all of the provisions of said Plan."


                                       17


      The following legend shall be inserted on a certificate  evidencing Common
Stock  issued  under the Plan if the  shares  were not  issued in a  transaction
registered under the applicable federal and state securities laws:

         "Shares of stock  represented by this certificate have been acquired by
         the holder for investment and not for resale, transfer or distribution,
         have  been  issued  pursuant  to  exemptions   from  the   registration
         requirements of applicable  state and federal  securities laws, and may
         not be offered for sale,  sold or  transferred  other than  pursuant to
         effective registration under such laws, or in transactions otherwise in
         compliance  with  such  laws,  and upon  evidence  satisfactory  to the
         Company of compliance  with such laws, as to which the Company may rely
         upon an opinion of counsel satisfactory to the Company."

      A copy of this Plan shall be kept on file in the  principal  office of the
Company in Middletown, Rhode Island.


                 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.


                                       18


      IN WITNESS WHEREOF,  the Company has caused this instrument to be executed
as of January __, 2007, by its President and Secretary  pursuant to prior action
taken by the Board of the Company.

                                    COLLINS I HOLDING CORP.


                                    By:
                                        ----------------------------------------
                                        _________________, President


Attest:


- ----------------------------
- ----------------, Secretary


                                       19

EX-21

                                                                      Exhibit 21

     Subsidiaries of the Registrant as of October 31, 2006, are as follows:

                                       Jurisdiction of
Name of Subsidiary                     Incorporation
- --------------------------             ---------------

Collins I Holding Corp.                Delaware, USA
Collins Industries, Inc.(1)            Missouri, USA
BNS Co.                                Delaware, USA
BNS INTERNATIONAL, LTD.(2)             Cayman Islands
Detroit Combustion Systems, Inc.       Delaware, USA

- ------------------------
(1) = Held through Collins I Holding Corp.
(2) = Held through BNS Co.

EX-23

                                                                      Exhibit 23


McGladrey & Pullen
Certified Public Accountants


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statements (Nos.
333-91367 and 333-66622) on Form S-8 of BNS Holding, Inc. of our report dated
January 29, 2007 relating to our audit of the consolidated financial statements,
which appear in this Annual Report on Form 10-KSB of BNS Holding, Inc. for the
year ended October 31, 2006.


/s/ McGladrey & Pullen, LLP

Kansas City, Missouri
January 29, 2007

EX-31.1

                                                                    Exhibit 31.1

       CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(a)

I, Michael Warren, certify that:

1. I have reviewed this annual report on Form 10-KSB 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 small business issuer'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 small business issuer 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 small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure 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 small business issuer'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.

      Date: January 29, 2007

                                    /s/ Michael Warren
                                    -----------------------
                                    Michael Warren
                                    Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

       CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(a)

I, Michael Warren, certify that:

1. I have reviewed this annual report on Form 10-KSB 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 small business issuer'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 small business issuer 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 small business  issuer's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the  disclosure  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 small  business  issuer'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.

      Date: January 29, 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 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),  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 Annual Report on Form 10-KSB for the fiscal year ended October 31,
2006 (the "Form 10-KSB") 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-KSB fairly presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

      Date: January 29, 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-KSB 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.