UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended: January 31, 2007
                                ----------------

                                       OR

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

For the transition period from ___________ to __________

Commission file number 1-5881
                       ------

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                             Yes  X                 No
                                 ---                   ---

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in rule 12b-2 of the  Exchange  Act.

Large Accelerated Filer     Accelerated Filer     Non-Accelerated Filer X
                       ---                   ---                       ---

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

Number of shares of common stock outstanding as of January 31, 2007:   3,035,944




                       BNS HOLDING, INC. AND SUBSIDIARIES

                                    FORM 10-Q
                                January 31, 2007

                                      INDEX

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

                 Consolidated  Condensed  Balance  Sheets January
                      31, 2007 and October 31, 2006                        2

                 Consolidated Condensed  Statements of Income for
                      the Three Months Ended January 31, 2007 and
                      2006                                                 3

                 Consolidated  Condensed  Statements of Cash Flow
                      for the Three Months Ended January 31, 2007
                      and 2006                                             4

                 Notes to   Consolidated    Condensed   Financial
                      Statements                                           5

    ITEM 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                 18

    ITEM 3.      Quantitative and Qualitative  Disclosures  About
                      Market Risk                                         21


    ITEM 4.      Controls and Procedures                                  23

PART II          OTHER INFORMATION

    ITEM 1A.     Risk Factors                                             24


    ITEM 5.      Other Information                                        24

SIGNATURES                                                                25

EXHIBITS         Certifications                                           26




PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
-----------------------------

                            BNS Holding, Inc. and Subsidiaries
                          CONSOLIDATED CONDENSED BALANCE SHEETS

                                                          Unaudited
                                                         January 31,       October 31,
                                                            2007              2006
                                                        -------------     --------------
                                                          Successor         Successor
ASSETS
Current Assets:
   Cash and cash equivalents                            $   5,024,821     $   6,713,032
   Receivables, less allowance for uncollectible
     accounts of $34,419
     in 2007 and $23,668 in 2006                            8,893,291        16,252,776
   Inventories (Note 1(e))                                 47,013,030        40,332,490
   Income tax receivable                                    3,815,966         3,873,009
   Deferred income taxes                                    1,484,000         1,484,000
   Prepaid Expenses and other current assets                1,250,693         2,756,677
                                                        -------------     -------------
      Total current assets                                 67,481,801        71,411,984

    Restricted cash                                           246,307           428,423

Property, plant and equipment, net                         33,103,821        34,454,510
Assets held for sale (Note 11)                                823,151              --

Deferred income taxes                                      12,677,000        12,187,000
Deferred financing costs                                    2,940,539         3,094,415
Goodwill (Note 2)                                          28,559,408        28,559,408
Other assets                                                  283,418           685,909
                                                        -------------     -------------
      Total assets                                      $ 146,115,445     $ 150,821,649
                                                        =============     =============

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
   Current maturities of long term debt (Note 3)        $   1,144,000     $   1,372,000
   Controlled disbursements                                 3,608,280         4,407,160
   Accounts payable                                        18,650,431        18,509,301
   Accrued expenses and other current liabilities           8,000,217         8,443,799
   Payable to former shareholder (Note 8g)                 10,628,138        10,628,138
                                                        -------------     -------------
      Total current liabilities                            42,031,066        43,360,398

Long-term debt, less current maturities (Note 3)           82,443,785        84,958,573
Minority interest (Note 7)                                  2,769,470         2,800,000

Shareholders' equity: (Note 5)
Issued and outstanding-Class A 3,044,462 issued and
3,035,944 outstanding at January 31, 2007; 3,038,962
issued and 3,030,444 outstanding at October 31, 2006           30,445            30,390

Paid-in capital                                            87,121,802        87,121,857
Treasury stock; 8,518 shares at cost                         (454,951)         (454,951)
Retained earnings (deficit)                               (67,826,172)      (66,994,618)
                                                        -------------     -------------
    Total shareholders' equity                             18,871,124        19,702,678
                                                        -------------     -------------
    Total liabilities & shareholders' equity            $ 146,115,445     $ 150,821,649
                                                        =============     =============

           See accompanying notes to Consolidated Condensed Financial Statements


                                            2


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

                                        (Unaudited)
                                                                  Three Months Ended
                                                                      January 31
                                                             Successor       Predecessor
                                                                2007            2006
                                                            ------------     ------------

Sales                                                       $ 58,847,197     $ 64,407,707
Cost of sales                                                 52,181,502       56,892,423
                                                            ------------     ------------

   Gross profit                                                6,665,695        7,515,284

Selling, general and administrative expenses                   5,092,770        4,487,173
                                                            ------------     ------------

   Income from operations                                      1,572,925        3,028,111

Other income (expense):
   Interest expense                                           (2,707,355)        (506,674)
   Other, net                                                   (198,612)          61,056
                                                            ------------     ------------
                                                              (2,905,967)        (445,618)
                                                            ------------     ------------

Income (loss) before income tax (expense) benefit             (1,333,042)       2,582,493

Income tax (expense) benefit                                     470,958         (980,000)
                                                            ------------     ------------
Income (loss) before minority interest                          (862,084)       1,602,493
Minority interest                                                 30,530             --
                                                            ------------     ------------

Net income (loss)                                           $   (831,554)    $  1,602,493
                                                            ============     ============

Earnings (loss) per share (Note 6):
   Basic                                                    $      (0.27)
                                                            ============
   Diluted                                                  $      (0.27)
                                                            ============

Dividends per share                                         $          0
                                                            ============

Weighted average common and common
  equivalent shares outstanding:
  Basic                                                        3,030,922
                                                            ============
  Diluted                                                      3,030,922
                                                            ============

          See accompanying Notes to Consolidated Condensed Financial Statements.


                                            3


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

                                                                         Three Months Ended
                                                                             January 31,
                                                                      Successor         Predecessor
                                                                         2007               2006
                                                                    -------------       -------------
Cash flow from operations:
   Cash received from customers                                     $ 66,206,682        $ 67,642,743
   Cash paid to suppliers and employees                              (63,267,582)        (60,010,809)
   Interest paid                                                      (2,228,849)           (483,983)
   Income taxes paid                                                     (76,085)            (20,166)
                                                                    ------------        ------------

      Cash provided by operations                                        634,166           7,127,785
                                                                    ------------        ------------

Cash flow from investing activities:
   Capital expenditures                                                 (162,919)           (392,898)
   Other, net                                                            401,214             171,686
                                                                    ------------        ------------

      Cash provided by (used in) investing activities                    238,295            (221,212)
                                                                    ------------        ------------

Cash flow from financing activities:

   Repayment of long-term debt and capitalized leases                 (2,742,788)         (5,373,296)
   Expenditures of restricted cash                                       182,116                --
   Purchase of common stock and other capital transactions                  --            (1,173,437)
   Payment of dividends                                                     --              (265,320)
                                                                    ------------        ------------

      Cash used in financing activities                             (2, 560,672)          (6,812,053)
                                                                    ------------        ------------

Net increase (decrease) in cash                                       (1,688,211)             94,520
                                                                    ------------        ------------

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

Cash at end of period                                               $  5,024,821        $    317,114
                                                                    ============        ============

Reconciliation of net income (loss) to net
cash provided by operations:
   Net income (loss)                                                $   (831,554)       $  1,602,493
   Depreciation and amortization                                         845,610             801,631
   Minority interest                                                     (30,530)               --
   Decrease in receivables                                             7,416,528           3,235,036
   Increase in inventories                                            (6,680,540)         (3,796,274)
   Decrease in prepaid expenses and other current assets               1,505,984           1,130,701
   Increase (decrease) in accounts payable and accrued expenses       (1,101,332)          4,523,744
   Deferred income taxes (credit)                                       (490,000)           (369,546)
                                                                    ------------        ------------

Cash provided by operations                                         $    634,166        $  7,127,785
                                                                    ============        ============

               See accompanying Notes to Consolidated Condensed Financial Statements.


                                                  4


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

NOTE (1) BASIS OF PRESENTATION

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

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

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

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

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


                                       5


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

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

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

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

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


                               January 31, 2007      October 31, 2006
                                  Successor             Successor
                               ----------------      ----------------
Chassis                          $ 6,617,757           $ 6,157,358
Raw materials & components        17,535,837            16,917,011
Work-in-process                    9,269,277             8,623,676
Finished goods                    13,590,159             8,634,445
                                 -----------           -----------
                                 $47,013,030           $40,332,490

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


                                       6


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

      o     Risk of ownership has passed to the customer;

      o     The customer has made a fixed commitment to purchase the unit;

      o     The customer has requested the transaction be on a collect and hold
            basis, has fully paid for the units in question and the customer has
            a substantial business purpose for ordering the unit on a collect
            and hold basis;

      o     There is a fixed schedule for delivery of the unit (normally within
            the next 30 days);

      o     Collins does not retain any specific performance obligations such
            that the earnings process is not complete;

      o     The unit is segregated from Collins' inventory and is not subject to
            being used to fill other orders; and

      o     The unit is complete and ready for shipment.

Collins recognized approximately $4.3 million and $3.0 million of revenue, as of
January 31, 2007 and January 31, 2006, respectively under collect and hold
agreements. Collins had collected the entire amount of this revenue and had no
outstanding accounts receivable for these units as of January 31, 2007 and
January 31, 2006.

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

      o     Price to customer is substantially fixed at the date of sale.

      o     Customer has or is obligated to pay seller, and it is not contingent
            on product resale.

      o     Customer obligation is not changed in the event of theft or product
            damage.

      o     Customer acquiring the product for resale has economic substance
            apart from that provided by Collins.

      o     Company does not have significant obligations for future performance
            to bring about resale of the product by the customer.

      o     Amount of future returns can be reasonably estimated.

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


                                       7


NOTE (2) BUSINESS COMBINATION

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

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

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

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

NOTE (3) LONG-TERM DEBT

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


                                                             January 31, 2007      October 31, 2006
                                                             ----------------      ----------------
                                                                Successor             Successor

GMAC CF, borrowings under revolving credit facility (A)        $ 8,058,470           $10,530,573
GMAC CF, borrowings under term credit facility (A)              16,000,000            16,000,000
ORIX, borrowings under second lien credit facility (B)          45,000,000            45,000,000
Steel Partners II, LP (C)                                       14,529,315            14,000,000
  Longview Industrial Corporation, Longview, Texas
    Variable Rate Demand Revenue Bonds, 3.29% - 4.07%
    Annual principal and sinking fund payments range
    from $400,000 in 2006 to $800,000 in 2007(D)                      --                 800,000
                                                               -----------           -----------
                                                                83,587,785            86,330,573
Less - current maturities                                        1,144,000             1,372,000
                                                               -----------           -----------
                                                               $82,443,785           $84,958,573
                                                               ===========           ===========


                                                8


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

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

Borrowings under the GMAC CF loan agreement bear interest at annual floating
rates equal, at Collins' option, to either the (1) current base rate as
determined under the terms of the GMAC CF loan agreement or (2) the London
interbank offered rate, or LIBOR, plus, in either case, an applicable margin.
For LIBOR loans, the applicable margin will vary from 2.75% in the case of
revolving loans to 3.25% in the case of term loans, and for base rate loans, the
applicable margin will vary from 0.75% in the case of revolving loans to 1.25%
in the case of term loans. At January 31, 2007, the base rates, excluding the
applicable margin, for the revolving and term loans were 8.25% and for LIBOR
loans were between 5.36% and 5.40%, depending on the term.

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

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

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

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

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


                                       9


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

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

(C) The loan from Steel Partners consists of a $14.0 million Term Loan Agreement
with Steel Partners II, L.P. (the "Steel Term Loan") and a $529,315 term note
representing accumulated interest owed through January 31, 2007. 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) Certain of the Collins' manufacturing facilities were previously financed
from the proceeds of Industrial Revenue Bonds. Lease purchase agreements with
the respective cities provide that Collins may purchase the manufacturing
facilities at any time during the lease terms by paying the outstanding
principal amount of the bonds plus a nominal amount. These Industrial Revenue
Bonds were mostly paid out at the time of the Transaction on October 31, 2006.
The remaining amount outstanding of $800,000 was paid within one week of the
closing of the Transaction with proceeds drawn from the GMAC CF facility.

NOTE (4) NET OPERATING LOSS CARRY-FORWARDS

As of January 31, 2007 the Company had approximately $54 million of U.S. Federal
net operating loss carry-forwards that expire between 2020 and 2027. Although
future earnings cannot be predicted with certainty, management currently
believes that realization of the net deferred tax asset is more likely than not.

A reconciliation between the statutory federal income tax rate (34%) and the
effective rate of income tax expense for each of the three month periods ended
January 31, 2007 and 2006 respectively follows:

                                         January 31, 2007      January 31, 2006
                                         ----------------      ----------------
                                            Successor             Successor

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

Effective tax rate                            35%                   37%
                                              ==                    ==


                                       10


NOTE (5) CAPITAL STOCK

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

BNS has three types of Share Capital:

Class A common shares, par value, $0.01/share; Authorized - 30,000,000 shares;
Issued - 3,044,462 shares and 3,038,962 on January 31, 2007 and October 31, 2006
respectively.

These amounts include 9,500 shares of restricted stock and 8,518 shares of
Treasury stock previously purchased at cost. The total number of shares
outstanding as of January 31, 2007 and October 31, 2006 are 3,035,944 and
3,030,444 respectively.

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

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

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

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

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

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

On January 22, 2007, the Board of Directors of Holdings adopted the Holdings
Incentive Plan (the "Plan"). The Plan is intended to retain, provide incentive
and reward key employees. The Plan has reserved 3,300 shares of Holdings common
stock for issuance. In January 2007, Holdings granted to employees 3,000 options
to purchase shares of Holdings common stock with an exercise price of $1,000 per
share. These options vest over a 5 year period provided that Holdings meets
certain financial goals and that the recipient continues as an employee of
Collins. All options expire 10 years from the grant date. For the period ended
January 31, 2007, there is no accounting impact recorded in the financial
statements of the Company as the amounts are immaterial to the period.


                                       11


NOTE (6) EARNING PER SHARE

Earnings per share information and dividends paid per share for the predecessor
for the three months ended January 31, 2006 are not presented, since as a result
of the business combination this information is not meaningful to successor
shareholders.

NOTE (7) MINORITY INTEREST

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

NOTE (8) COMMITMENTS AND CONTINGENCIES

(a) LETTERS OF CREDIT - The Company has approximately $915,000 in letters of
credit outstanding as of January 31, 2007.

(b) REPURCHASE AGREEMENTS - It is customary practice for companies in the
specialty vehicle industry to enter into repurchase agreements with financing
institutions to provide floor plan financing for dealers. In the event of a
dealer default, these agreements generally require the repurchase of products at
the original invoice price net of certain adjustments. The risk of loss under
the agreements is limited to the risk that market prices for these products may
decline between the time of delivery to the dealer and time of repurchase by
Collins. The risk is spread over numerous dealers and Collins has not incurred
significant losses under these agreements. In the opinion of management, any
future losses under these agreements will not have a material adverse effect on
Collins's financial position or results of operations. Collins's repurchase
obligation under these agreements is limited to vehicles which are in new
condition and as to which the dealer still holds title. Collins's contingent
obligation under such agreements was $3,491,804 and $4,099,875 at January 31,
2007 and October 31, 2006, respectively.

(c) OPERATING LEASES - Collins has operating leases principally for certain
manufacturing facilities, vehicles and equipment. Operating lease expense was
$67,762 and $204,621 for the three months ended January 31, 2007 and 2006,
respectively. It is expected that in the ordinary course of business these
leases will be renewed or replaced as they expire.

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

              January   31, 2007
              ------------------
      2008         $305,143
      2009          213,620
      2010           27,993

(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 671 known asbestos-related toxic-tort claims (as of February 28, 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


                                       12


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 February 28, 2007,
there were seven additional claims filed.

In 2001, one claim was dismissed and one claim was granted Summary judgment and
closed. In 2002, 42 claims were dismissed or settled for an aggregate of
approximately $30,000 exclusive of attorney's fees. In 2003, three claims were
granted summary judgment and one claim was dismissed and closed. In 2004, eight
claims were granted Summary Judgment and were closed, and 145 claims were
dismissed, and seven claims were settled for $500 each. In 2005, six claims were
granted Summary Judgment and were closed, 125 claims were dismissed and six were
settled for $500 each. In October 2005, the Company and its insurers settled two
claims for an aggregate of $150,000. In 2006, eleven claims were granted Summary
Judgment and were closed, ten claims were settled for an aggregate of $8,000 and
an additional 122 claims were dismissed. As of February 28, 2007, an additional
three claims were granted Summary Judgment and were closed, twenty claims were
dismissed, and one claim was settled for $1,000. There were 158 known claims
open and active as of February 28, 2007. However, under certain circumstances,
some of the settled claims may be reopened. Also, there may be a significant
delay in receipt of notification by the Company of the entry of a dismissal or
settlement of a claim or the filing of a new claim

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

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

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

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


                                       13


To date, no toxic tort or asbestos claims have been filed against BNS, which
came into existence in December 2004 and has never conducted any active business
operations. There can be no assurance, however, that monies received by BNS from
its wholly-owned subsidiary by way of reimbursement for "public company
reporting costs" that were formerly the responsibility of BNS Co., or by way of
dividends or otherwise, might not under some circumstances be subject to claims
against BNS Co.

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

At January 31, 2007 Collins has litigation pending which arose in the ordinary
course of business. Litigation is subject to many uncertainties and the outcome
of the individual matters is not presently determinable. It is management's
opinion that this litigation will not result in liabilities that would have a
material adverse effect on Collins's financial position or results of
operations.

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

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

(f) CHASSIS CONTINGENT LIABILITIES - Collins obtains certain vehicle chassis
principally from two automotive manufacturers under agreements that do not
transfer the vehicle's certificate of origin to Collins and, accordingly,
Collins accounts for the chassis as consigned inventory. Chassis are typically
converted and delivered to customers within 90 days of receipt from the chassis
supplier. Collins's contingent liability under such agreements was approximately
$22.8 million and $15.2 million as of January 31, 2007 and October 31, 2006,
respectively.

(g) PAYABLE TO FORMER SHAREHOLDER - At October 31, 2006 the Business Combination
occurred and, as a result, all of Collins's issued and outstanding shares, with
one exception described below, were redeemed at the established fair market
price of $12.50/share. One shareholder, the "Dissenting Shareholder" holding
850,251 shares objected to the Business Combination as described in the proxy
statement sent by Collins to all its shareholders dated October 2, 2006.
Pursuant to General Business and Corporate Law of Missouri, the Dissenting
Shareholder made a demand to Collins to receive what they believe to be fair
market value for their shares, being $14.25/share as opposed to the $12.50/share
paid to the other shareholders. 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 as of January 31, 2007 and October 31, 2006. 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


                                       14


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 three months ended January 31, 2007 and 2006
respectively in Collins's product warranties:

                                                   January 31, 2007    January 31, 2006
                                                   ----------------    ----------------
                                                      Successor          Predecessor

Accrued warranties at the beginning of period        $ 1,221,000         $ 1,644,000

Provisions for warranty charged against income           236,000             229,000

Payments and adjustments of warranties                  (409,000)           (367,000)
                                                     -----------         -----------
Accrued warranties at the end of the period          $ 1,048,000         $ 1,506,000
                                                     ===========         ===========


(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 PRP's have funded a
site remediation investigation and feasibility study that has now been
completed. The results of that study have been forwarded to the RIDEM. The study
indicates a range of viable remedial approaches, but agreement on the final
remediation approach has not yet been reached with the RIDEM. However, the study
indicated that the net present value of the most likely total estimated
remediation costs for the site are $6.591 million. The PRP group has
preliminarily agreed to an allocation that sets BNS Co.'s share of the cost of
remediation for the site at 1.498 percent. If certain of the PRPs are ultimately
not able to fund their allocated shares or if additional PRP's are identified
and join the group, BNS Co.'s participation share could change.

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

NOTE (9) SEGMENTED INFORMATION

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

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.


                                       15


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

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

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

Revenue from external customers
                      2007 (S)         $ 23,918,468   $ 12,496,243    $ 22,432,486   $       --      $ 58,847,197
                      2006 (P)           26,113,891     17,128,192      21,165,624           --        64,407,707
Inter segment revenues
                      2007 (S)                 --          293,052            --             --           293,052
                      2006 (P)               14,272        157,389           3,050           --           174,711
Gross Profit
                      2007 (S)            2,893,045        708,711       2,913,939        150,000       6,665,695
                      2006 (P)            3,071,165      1,230,950       3,080,508        132,661       7,515,284
Selling, general, administrative and
research and development expenses
                      2007 (S)            1,945,714        967,516         862,956      1,316,584       5,092,770
                      2006 (P)            1,910,661        752,428         829,124        994,960       4,487,173
Income from operations
                      2007 (S)              947,331       (258,805)      2,050,983     (1,166,584)      1,572,925
                      2006 (P)            1,160,504        478,522       2,251,384       (862,299)      3,028,111
*Assets
                      2007 (S)           42,894,521     18,332,385      27,944,704     56,943,835     146,115,445
                      2006 (S)           40,476,668     17,916,626      31,743,546     60,684,809     150,821,649


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

(S)   Successor

(P)   Predecessor

NOTE (10) RELATED PARTY TRANSACTIONS

AIP entered into a management service agreement to provide general management,
financial and other corporate advisory services to Collins and its subsidiaries.
These management services shall be performed by the officers, employees or
agents of AIP as it may determine in its discretion from time to time. Collins
shall pay to AIP an annual advisory fee of $1 million, payable quarterly in
arrears, to be reduced to $500,000 per annum commencing with the quarter which
begins November 1, 2010 and the management service agreement terminates on
January 31, 2011. Collins shall promptly, when requested, reimburse AIP for all
reasonable out-of-pocket expenses incurred in the ordinary course by AIP in
connection with AIP's obligations hereunder. Notwithstanding anything to the
contrary contained herein, Collins shall accrue but not pay the Management Fee


                                       16


if (i) any such payment would violate, breach or otherwise constitute a default
(or any event which might with the lapse of time or the giving of notice or
both, constitute a default) under any of the financing agreements of Collins, or
(ii) AIP instructs Collins not to pay all or any portion of the Management Fee
during any fiscal year.

For the three months ended January 31, 2007 incurred expenses to related parties
under these agreements were $313,000.

NOTE (11) ASSETS HELD FOR SALE AND SUBSEQUENT EVENT

In the first quarter of 2007, management also approved a plan to offer for sale
the Collins Wheeled Coach facility located in Mansfield, Texas. The property has
been listed with a realtor and management has received an offer. At January 31,
2007, this property is shown as assets held for sale on the accompanying
Consolidated Condensed Balance Sheet. The property has been recorded at the
lower of its carrying value or fair value less the estimated selling costs and
this amount totaled $823,151 at January 31, 2007. The sale should be completed
in the second quarter.

Management also approved a plan to close the Collins' Wheeled Coach satellite
facility located in Hutchinson, Kansas and move production to the main Wheeled
Coach plant located in Florida. Production at this facility ceased on March 9,
2007, and the company is in the process of determining what equipment will be
retained and used in other facilities and what equipment will be disposed. The
facility has not been formally marketed for sale. The closure is expected to be
completed during the second quarter after which the remaining land and buildings
will be sold.


                                       17


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

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

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

GENERAL

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

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

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

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

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


                                       18


Three  Months  Ended  January 31, 2007  Compared  to the Three  Months  Ended
January 31, 2006

                                      Three Months Ended    Three Months Ended
                                       January 31, 2007      January 31, 2006       Favorable/(Unfavorable)
                                       ----------------      ----------------     ---------------------------
                                           Successor            Predecessor              $              %

Net Sales                                $ 58,847,197          $ 64,407,707       $ (5,560,510)         (8.6)
Cost of Sales                              52,181,502            56,892,423          4,710,921           8.3
                                         ------------          ------------       ------------        ------
Gross Profit                                6,665,695             7,515,284           (849,589)        (11.3)

Selling, General &
  Administrative                            5,092,770             4,487,173           (605,597)        (13.5)
                                         ------------          ------------       ------------        ------

Income from Operations                      1,572,925             3,028,111         (1,455,186)        (48.1)

Other Income Expense
 Interest Expense                          (2,707,355)             (506,674)        (2,200,681)       (434.3)
Other, net                                   (198,612)               61,056           (259,668)       (425.3)
                                         ------------          ------------       ------------        ------

Income (loss) before
 income tax (expense) benefit              (1,333,042)            2,582,493         (3,915,535)       (151.6)
Income tax (expense) benefit                  470,958              (980,000)         1,450,958         148.1
                                         ------------          ------------       ------------        ------

Income (loss) before minority interest       (862,084)            1,602,493         (2,464,577)       (153.8)
Minority interest                              30,530                  --               30,530         100.0
                                         ------------          ------------       ------------        ------

Net Income (loss)                        $   (831,554)         $  1,602,493       $ (2,434,047)       (151.9)
                                         ============          ============       ============        ======

Consolidated net sales for the three months ended January 31, 2007 declined to
$58.8 million compared to $64.4 million for the same period last year. This was
the result of decreases of 26%, and 8.5% in the bus and ambulance product
segments respectively which was partially offset by an increase of 6.0% in the
terminal truck/road construction product segment.

Consolidated gross profit for the three months ended January 31, 2007 decreased
by $0.8 million or 11.3% over the same period last year. This decline was
principally due to the decrease in the sales value resulting in lower cost
absorption, less favorable product mix and certain non-recurring costs of
approximate $0.5 million associated with Collins' business improvement
initiatives.

Consolidated selling, general and administrative expenses for the three months
ended January 31, 2007 increased $0.6 million or 13.5% over the same period last
year. This increase was principally due to the merger agreement, severance
expense associated with the recently announced ambulance consolidation project,
as well as marketing expenses for a dealer convention which did not occur in the
comparable prior period.

Interest expense for the three months ended January 31, 2007 increased to $2.7
million compared to $0.5 million in the same period last year. This increase was
principally a result of an overall increase of the Company's average borrowings
as a result of the merger agreement. (See Note 2)

The Company recorded a consolidated net loss of $0.8 million for the three
months ended January 31, 2007 compared to net income of $1.6 for the same period
last year. The loss was principally due to higher interest expense and lower
income from operations.


                                       19


AMBULANCE SEGMENT

THREE MONTHS ENDED JANUARY 31, 2007
For the three months ended January 31, 2007 the ambulance segment net sales were
$23.9 million, or 40.7% of consolidated net sales, compared to $26.1 million, or
40.5% in the same period last year. Unit volume sales of ambulance products
declined 8.9% for the three months ended January 31, 2007 compared to the same
period last year. The average selling prices for ambulance products in the 2007
versus 2006 period improved by 0.5% principally due to selected price increases.

Income from operations from ambulance products decreased by 18.4% in the three
months ended January 31, 2007 compared to the same period last year. The
decrease was principally due to lower deliveries, product mix and expenses
associated with the Collins' business improvement programs.

BUS SEGMENT

THREE MONTHS ENDED JANUARY 31, 2007
For the three months ended January 31, 2007, bus segment net sales were $12.5
million or 21.3% of consolidated net sales, compared to $17.3 million, or 26.7%
in the same period last year. Unit volume sales of bus products decreased by 12%
for the three month period compared to the same period last year. The average
selling price for bus products in the 2007 versus 2006 period decreased by 15%
due principally to less favorable product mix.

For the three month period ended January 31, 2007, the bus segment recorded a
loss from operations of $.26 million versus income from operations of $0.5
million during the same period last year. The loss was principally due to lower
volume sales, less favorable product mix and higher severance expenses incurred
as part of Collins' business improvement program.

TERMINAL TRUCK/ROAD CONSTRUCTION SEGMENT

THREE MONTHS ENDED JANUARY 31, 2007
For the three months ended January 31, 2007, terminal truck/road construction
segment sales were $22.4 million or 38.2% of consolidated net sales compared to
$21.1 million or 32.8% for the same period last year. Unit volume sales of
terminal truck/road construction products decreased by 3.8% for the three months
ended January 31, 2007 compared to the same period last year. This decrease was
principally due to completion of a large periodic contract in 2006. The average
selling price of terminal truck/road construction products in the 2007 versus
2006 period increased by 9.8%. Substantially all of this increase related to the
more favorable product mix.

Income from operations from terminal truck/road construction products decreased
by 8.9% in the three months ended January 31, 2007 versus the same period last
year. The decrease was principally due to lower unit sales volume.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $0.6 million for the three months ended January
31, 2007, compared to $7.1 million for the same period last year. The components
of the 2007 cash provided by operations was principally due to an increase in
inventories of $6.7 million, a decrease of $1.1 million in accounts
payable/accrued expenses and a net loss of $0.8 million. These uses of cash were
partially offset by a decrease in accounts receivable of $7.4 million, and a
decrease in prepaid expenses and other assets of $1.5 million.

Cash provided by investing activities was $0.2 million for the three months
ended January 31, 2007 compared to a use of $0.2 million during the same period
last year. The increase in cash provided by investing activities was principally
due to a reduction in capital expenditures of $0.2 million and a redemption of
cash value of life insurance policies of $0.3 million.


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Cash flow used in financing activities was $2.6 million for the three months
ended January 31, 2007 compared to a use of $6.8 million for the same period
last year. This change principally resulted from lower debt repayments and the
absence of dividend and stock repurchases during the period.

The Company believes that its cash flows from operations, and amounts available
under its credit facility should be sufficient to meet expected operating needs,
planned capital expenditures and our debt service requirements over the next 12
months. The total amount of unused revolving credit available to the Company was
$5.8 million at January 31, 2007.

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

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISKS. Our return on our investments in cash, cash equivalents and
marketable securities is subject to interest rate risks. We regularly assess
these risks and have established policies and business practices to manage the
market risk of our marketable securities. If interest rates were to change by
10% from the levels at January 31, 2007, the effect on our financial results
would be approximately $0.9 million change in income.

FORWARD-LOOKING STATEMENTS

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

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

      o     the effect of general economic and competitive business conditions
            in the specialty vehicle industry;

      o     impact of competitive products and pricing;

      o     interest rate fluctuations and continuing debt obligations;

      o     impact on our ability to manage and grow our business if we are
            unable to adequately manage, integrate and implement our order
            management and enterprise resource planning systems;

      o     availability of and increases in raw material costs;

      o     increases in energy and other manufacturing costs;

      o     fluctuations in demand for the Company's products;

      o     effect of changing federal, state, foreign and local environmental
            and occupation health and safety laws and regulations;

      o     our ability to improve existing products and develop new products;


                                       21


      o     loss of key management and personnel;

      o     impact of any prolonged work stoppage

      o     loss of one or more of our principal customers;

      o     diversion of management attention from other business activities in
            the event we pursue additional acquisition(s) in the future.


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ITEMS 4.  CONTROLS AND PROCEDURES

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


                                       23


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      Not applicable

ITEM 1A - RISK FACTORS

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

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

      Not applicable

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

      Not applicable

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

      Not applicable

ITEM 5 - OTHER INFORMATION

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

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

ITEM 6 - EXHIBITS

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


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                                   SIGNATURES

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

                               BNS Holding, Inc.
Dated: March 19, 2007

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


                                       25


                                  EXHIBIT INDEX

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

10.1        Engagement Letter, dated as of March 16, 2007, between Michael
            Warren Associates, Inc. and the Company

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

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

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


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