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



                                   FORM 10-QSB


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

For the quarterly period ended September 30, 2006

                                       OR

[ ]
                   TRANSITION REPORT UNDER 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
incorporation or organization)                            Identification No.)

         25 Enterprise Center, Suite 104, Middletown, Rhode Island 02842
         ---------------------------------------------------------------
             (Address of principal executive offices and zip code)

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



        Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange 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
                                                                      ---   ---

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

        State the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  3,030,444 shares of Class A
common stock,  par value $0.01 per share, and no shares of Class B common stock,
par value $0.01 per share, outstanding as of October 20, 2006.




                                           PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS*


                                                  BNS HOLDING, INC.
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (in thousands except per share data)
                                                     (unaudited)


                                                           For the Quarter                    For the Nine Months
                                                          Ended September 30,                 Ended September 30,

                                                        2006              2005              2006              2005
                                                      -------           -------           -------           -------
General and administrative                            $   271           $   502           $ 1,829           $ 1,414
                                                      -------           -------           -------           -------
Operating loss                                           (271)             (502)           (1,829)           (1,414)
Other income, net                                         257               153               696               259
                                                      -------           -------           -------           -------
Loss from continuing operations                           (14)             (349)           (1,133)           (1,155)

Loss from discontinued operations                          (8)              --                 (8)              (20)
                                                      -------           -------           -------           -------
Net loss                                              $   (22)          $  (349)          $(1,141)          $(1,175)
                                                      =======           =======           =======           =======

Net loss per share basic and diluted:
     Continuing operations                            $ (0.01)          $ (0.12)          $ (0.37)          $ (0.38)
     Discontinued operations                              --                --              (0.01)            (0.01)
                                                      -------           -------           -------           -------

Net loss per common share basic and diluted           $ (0.01)          $ (0.12)          $ (0.38)          $ (0.39)
                                                      =======           =======           =======           =======

Weighted average shares outstanding:                    3,025             3,020             3,025             3,019
                                                      =======           =======           =======           =======


                      *The accompanying notes are an integral part of the financial statements.

                                                         2



                                               BNS HOLDING, INC.
                                          CONSOLIDATED BALANCE SHEETS
                                    (dollars in thousands, except par value)

                                                                             September 30,        December 31,
                                                                                2006                 2005
                                                                             (Unaudited)
                                                                             ------------         ------------
                             ASSETS
Current Assets:
     Cash                                                                     $ 19,809              $ 20,505
     Prepaid expenses & other current assets                                       544                   680
                                                                              --------              --------
          Total current assets                                                  20,353                21,185
Machinery and equipment                                                             37                    37
Less accumulated depreciation                                                       34                    30
                                                                              --------              --------
                                                                                     3                     7
Restricted cash                                                                    426                   415
Deferred Acquisition Costs                                                          48                   648
                                                                              --------              --------
                                                                              $ 20,830              $ 22,255
                                                                              ========              ========

               LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:

     Accounts payable and accrued expenses                                    $  1,058              $  1,358
                                                                              --------              --------
          Total current liabilities                                              1,058                 1,358

Commitments and contingencies                                                     --                    --
Shareowners' equity:
     Preferred stock; $1.00 par value; authorized
     1,000,000 shares; none issued                                                --                    --
     Common Stock:
         Class A, par value, $.01; authorized 30,000,000
         shares; issued 3,038,962 shares                                            30                    30
         Class B, par value, $.01; authorized 2,000,000
         shares; issued - none                                                    --                    --
     Additional paid-in capital                                                 87,119                87,106
     Accumulated deficit                                                       (66,922)              (65,781)
     Unamortized value of restricted stock awards                                 --                      (3)
     Treasury stock: 8,518 shares at  cost                                        (455)                 (455)
                                                                              --------              --------
          Total shareowners' equity                                             19,772                20,897
                                                                              --------              --------
                                                                              $ 20,830              $ 22,255
                                                                              ========              ========


                   * The accompanying notes are an integral part of the financial statements.

                                                       3




                                            BNS HOLDING, INC.
                                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                         (dollars in thousands)
                                               (unaudited)

                                                                            For the Nine Months Ended
                                                                                  September 30,

                                                                           2006                  2005
                                                                         --------              --------
CASH USED IN OPERATIONS:
Net loss                                                                 $ (1,141)             $ (1,175)
Adjustments to reconcile net loss to net used in
     Operating activities:
        Depreciation and amortization                                          20                    32
        Changes in operating assets and liabilities                          (164)                   78
        Changes in restricted cash                                            (11)                1,061
                                                                         --------              --------
     Net Cash Used in Operations                                           (1,296)                   (4)
                                                                         --------              --------

INVESTMENT TRANSACTIONS:
Change in deferred charges relating to pending acquisition                    600                  (137)

                                                                         --------              --------
     Cash Provided by (Used in) Investing Transactions                        600                  (137)
                                                                         --------              --------

CASH AND CASH EQUIVALENTS:
Increase during the period                                                   (696)                 (141)
Beginning balance                                                          20,505                20,922
                                                                         --------              --------
Ending balance                                                           $ 19,809              $ 20,781
                                                                         ========              ========


               * The accompanying notes are an integral part of the financial statements.



                                                   4



                                BNS HOLDING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands except per share data)

     1.   BNS Holding, Inc. (the "Company") at present has no active trade or
          business operations but is searching for a suitable business to
          acquire. On April 21, 2006 the Company withdrew its offer to acquire
          the assets of an operating business for which it had been negotiating
          a purchase and sale agreement, and reflected the previously deferred
          acquisition costs of $648 as a current period expense for the first
          quarter ended March 31, 2006. However, the Company has been conducting
          negotiations with another undisclosed party for the acquisition of a
          majority of the common stock of an operating business. Costs of $48
          incurred during the third quarter ended September 30, 2006 related to
          this potential acquisition have been reflected as deferred acquisition
          costs on the Company's balance sheet dated as of September 30, 2006.

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with U.S. generally accepted accounting
          principles for interim financial information and with the instructions
          to Form10-QSB and Article 10 of Regulations S-X. Accordingly, they do
          not include all of the information and footnotes required by U.S.
          generally accepted accounting principles for complete financial
          statements. In the opinion of management, all adjustments (consisting
          of normal recurring accruals) considered necessary for a fair
          presentation have been included. Operating results for the three and
          nine months ended September 30, 2006 are not indicative of the results
          that may be expected for the year ended December 31, 2006. For further
          information, refer to the consolidated financial statements and
          footnotes thereto included in the Company's Annual Report on Form
          10-KSB for the year ended December 31, 2005.

     2.   Discontinued Operations - The losses reported in discontinued
          operations for periods in 2006 and 2005 contain expenses related to
          the sale of the Rhode Island Property, which was sold on August 26,
          2003.

     3.   Diluted loss per share is the same as basic loss per share from
          continuing operations in 2006 and 2005 because the computation of
          diluted earnings per share would have an antidilutive effect on loss
          per share calculations from continuing operations. A total of 5,000
          unvested restricted shares as of September 30, 2006 are not included
          in the calculation.

     4.   Comprehensive loss is the same as net loss for the three and nine
          months ended September 30, 2006 and 2005.

     5.   Litigation - The Company is a defendant in a variety of legal claims
          that arise in the normal course of business relating to operations no
          longer owned by the Company, and is involved in certain environmental
          proceedings. The Company's BNS Co. subsidiary 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, and other
          product liability claims relating to the use of machine tools sold by
          divisions of BNS Co. which were sold many years ago. 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 BNS Co.'s former pump division,
          which was sold in 1992. The Company expects that its BNS Co.
          subsidiary will continue to be subject to additional toxic tort claims
          in the future.

          The Company is unable to identify the number and location of fluid
          pumps manufactured by BNS Co. and, therefore, is unable to estimate
          the aggregate number of unasserted claims which might be filed in the
          future, which is necessary in order to reliably estimate any financial


                                       5


          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.  BNS Co. (then named Brown
          & Sharpe  Manufacturing  Company)  sold its pump  division in 1992 but
          remains  subject to claims related to products  manufactured  prior to
          that date.

          Since 1994 the Company's BNS Co. subsidiary has been named as a
          defendant in a total of 662 known claims (as of October 15, 2006)
          relating to these pumps. 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;
          and in 2005, 76 claims. As of October 15, 2006, there were 62
          additional claims filed in fiscal 2006.

          Through 2002, 44 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, 144 claims were dismissed, and seven claims were settled for
          $500 each. In 2005, six claims were granted summary judgment and were
          closed, 124 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 October 15, 2006, an additional six
          claims were granted summary judgment and were closed, five claims have
          been settled for an aggregate of $2,600, and an additional 84 claims
          have been dismissed or agreed to dismiss.

          There were 222 known claims open and active as of October 15, 2006.
          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 BNS Co. 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. Settlement and
          defense costs to date have been insignificant. Based upon the
          information presently available to management, the Company believes
          that any unrecorded contingent liability for these claims would not
          have a material effect on the Company's results of operations or
          financial condition.

     6.   The Company is from time to time subject to state tax audits. The
          Company accounts for such exposure in accordance with the provisions
          of SFAS 5, "Accounting for Contingencies." The Company has recorded a
          liability of $400 as of September 30, 2006 and $458 as of December 31,
          2005, which includes estimated unassessed state tax audit adjustments.

     7.   On January 24, 2005, an aggregate of 5,000 shares of series A
          restricted stock were awarded to five directors in partial payment of
          the retainer fee for the 2005 year. These restricted shares vested on
          January 24, 2006. On March 13, 2006, an aggregate of 5,000 shares of
          series A restricted stock were awarded to five directors in partial
          payment of the retainer fee for the 2006 year. These restricted shares
          are subject to forfeiture and do not vest until the director has
          continuously served as a director through March 13, 2007.

          The forfeiture restrictions on restricted stock granted in March 2006
          will lapse and the shares will vest immediately prior to termination
          of service as a director on account of death or disability or, if
          earlier, on the day immediately prior to the occurrence of certain
          events, namely, a merger or other business combination or other change
          in control transaction, dissolution or filing by the Company under
          bankruptcy laws. Prior to vesting or forfeiture of the restricted
          shares, directors are entitled to receive dividends and to vote the
          shares. The fair market value of the shares on the date of issuance
          are being amortized to operations over the vesting period.
          Compensation expense for the three and nine months ended September 30,
          2006 was $7 and $16, respectively. Compensation expense for the three
          and nine months ended September 30, 2005 was $9 and $28, respectively.

                                       6


          On January 1, 2006 the Company adopted revised Statement of Financial
          Accounting Standards No. 123 ("SFAS No. 123R"), "Share-Based
          Payments." Because the fair value recognition provisions of SFAS No.
          123R were materially consistent with the Company's recognition of
          compensation expense associated with their restricted stock grants,
          the adoption of this standard had an immaterial impact on the
          Company's operations. The Company was required to reclassify the 2006
          unamortized value of the restricted stock awards recorded on the
          balance sheet to Additional Paid-in Capital.

          In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting
          for Uncertainty in Income Taxes - an interpretation of FASB No. 109"
          ("FIN 48"). FIN 48 prescribes a comprehensive model for recognizing,
          measuring, presenting and disclosing in the financial statements tax
          positions taken or expected to be taken on a tax return, including a
          decision whether to file or not to file in a particular jurisdiction.
          FIN 48 is effective for fiscal years beginning after December 15,
          2006. If there are changes in net assets as a result of application of
          FIN 48 these will be accounted for as an adjustment to retained
          earnings. The Company is currently assessing the impact of FIN 48 on
          its consolidated financial position and results of operations.

          SUBSEQUENT EVENT

          On October 31, 2006, the Company acquired an approximately 80%
          interest in Collins Industries, Inc. ("Collins"), a manufacturer of
          small school buses, ambulances built from modified cargo vans,
          terminal tracks, road construction and industrial rental sweeper
          equipment and certain other commercial and shuttle buses. The
          transaction arose after Steel Partners II, L.P. ("Steel"), the holder
          of approximately 42% of the outstanding common stock of the Company,
          entered into a merger agreement with Collins. Under the terms of that
          agreement a new wholly owned subsidiary of Steel merged into Collins,
          with the existing shareholders of Collins receiving $12.50 per share.
          Steel subsequently assigned its rights under the agreement to the
          Company. The result was that the Company acquired an approximately 80%
          interest in Collins I Holding Corp. ("Holding"), which now owns
          Collins. An entity controlled by American Industrial Partners holds an
          approximately 20% interest in Holding.

          The Company paid $29.7 million for its 80% interest. Of this, $15.7
          million was funded from working capital and $14.0 million was funded
          through a term loan from Steel to the Company. American Industrial
          Partners paid $2.8 million for its interest in Holding, and will also
          provide management oversight of the operations of Collins. In
          addition, Collins and its subsidiaries entered into a loan agreement
          with GMAC Commercial Finance LLC providing for a $40.0 million
          revolving line of credit and a $16.0 million term loan and a loan
          agreement with Orix Finance Corp. providing for a $45.0 million
          subordinated term loan.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SUMMARY

The Company at present has no active trade or business operations but is
searching for a suitable business to acquire. On April 21, 2006 the Company
withdrew its offer to acquire the assets of an operating business for which it
had been negotiating a purchase and sale agreement, and reflected the previously
deferred acquisition costs as a current period expense for the first quarter
ended March 31, 2006. However, the Company has been conducting negotiations with
another undisclosed party for the acquisition of a majority of the common stock
of an operating business. Costs incurred during the third quarter ended
September 30, 2006 have been reflected as deferred acquisition costs on the
Company's balance sheet dated as of September 30, 2006.

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 concerning the
Company's operations, proposed activities, retained liabilities, capital
requirements, economic performance and financial condition. In addition,
forward-looking statements may be included in various other Company documents to
be issued in the future and various oral statements by Company representatives
to security analysts and investors from time to time. Such statements are not
guarantees of future performance and are subject to various risks and
uncertainties, including those set forth in "Risk Factors," and actual
performance could differ materially from that currently anticipated by the
Company. 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 Report.


                                       7


CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
accounting policies used in reporting the financial results are reviewed on a
regular basis. The preparation of these financial statements requires the use of
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent assets and
liabilities. On an ongoing basis, estimates, including those related to accounts
receivable, contingencies and litigation are evaluated. The estimates are based
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Results may differ from these estimates due
to actual outcomes being different from those on which we based our assumptions.
These estimates are reviewed by management on an on-going basis. The following
critical accounting policies affect the more significant judgments and estimates
used in the preparation of the consolidated financial statements.

CONTINGENCIES

The Company periodically records the estimated impacts of various conditions,
situations or circumstances involving uncertain outcomes. These events are
called "contingencies," and the Company's accounting for such events is
prescribed by Statement of Financial Accounting Standard (SFAS) 5, "Accounting
for Contingencies." SFAS 5 defines a contingency as "an existing condition,
situation, or set of circumstances involving uncertainty as to possible gain or
loss to an enterprise that will ultimately be resolved when one or more future
events occur or fail to occur."

SFAS 5 does not permit the accrual of gain contingencies under any
circumstances. For loss contingencies, the loss must be accrued if (1)
information is available that indicates it is probable that the loss has been
incurred, given the likelihood of the uncertain future events; and (2) that the
amount of the loss can be reasonably estimated.

The accrual of a contingency involves considerable judgment on the part of
management. The Company uses its internal expertise, and outside experts (such
as lawyers, tax specialists and engineers), as necessary, to help estimate the
probability that a loss has been incurred and the amount (or range) of the loss.

The Company is currently involved in certain legal disputes and environmental
proceedings. An estimate of the probable costs for the resolution of these
claims has been accrued. This estimate has been developed in consultation with
outside counsel and other experts and is based upon an analysis of potential
results, including a combination of litigation and settlement strategies. It is
believed that these proceedings will not have a material adverse effect on our
consolidated results of operations or financial condition. It is possible,
however, that future results of operations for any particular quarterly or
annual period could be materially affected by changes in our assumptions, or the
effectiveness of our strategies, related to these proceedings. It is also
possible that future results of operations for any particular quarterly or
annual period could be materially affected by additional claims against the
Company arising from new legal disputes and environmental proceedings.


RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO SEPTEMBER 30,
2005

Operating loss for the three months ended September 30, 2006 of $271 was $231
lower than the three months ended September 30, 2005 primarily due to the
continuing efforts of management to reduce overhead. Operating loss for the nine
months ended September 30, 2006 was $415 higher than the nine months ended
September 30, 2005 primarily due to the write-off of previously deferred
acquisition costs relating to an acquisition of an operating business for which
the Company withdrew its offer and discontinued negotiations in April 2006.The
operating losses for 2006 and 2005 include legal and professional costs incurred
in connection with ongoing litigation and the exploration of strategic
alternatives.

Other income, net amounted to $257 and $696 for the three and nine months ended
September 30, 2006, respectively, compared with $153 and $259 for the three and
nine months ended September 30, 2005. Other income, net for all periods consists
primarily of interest income. Interest income increased primarily as a result of
higher interest rates earned by funds invested in money market accounts.

No income taxes are provided for as the Company has a loss in the current year
and has substantial net operating losses from prior years that are available to
offset otherwise taxable current earnings.

                                       8


Discontinued operations amounted to a loss of $8 and $20 for the nine months
ended September 30, 2006 and September 30, 2005, respectively. The loss reported
in discontinued operations in 2006 and 2005 primarily pertains to expenses paid
out of the escrow account established in connection with the sale of the Rhode
Island Property.

LIQUIDITY AND CAPITAL RESOURCES

The Company had unrestricted cash of $19,809 at September 30, 2006. This is a
decrease of $696 from the cash balance at December 31, 2005. The decrease is
primarily attributable to the expenses of operations for the nine months ended
September 30, 2006 and expenses relating to the discontinued acquisition
negotiations.

There is no assurance that the future months' expenses of the Company will not
be greater than anticipated, or that its expected cash flow will not be less
than anticipated, and that a liquidity problem may not arise as a result of poor
economic conditions, environmental problems or expenses of maintaining the
Company as a "public" reporting company (see Risk Factors: Liquidity Risk: There
may not be adequate resources for funding the operation of the Company).

At present the Company has no active trade or business operations. The Company's
ability to continue as a going-concern relies on its ability to achieve positive
cash flow from investment earnings on its undistributed cash, or from earnings
that may be generated by a business that may be acquired.

CASH FLOW AND WORKING CAPITAL

Net cash used in the operations for the nine months ended September 30, 2006 was
$1,296, which was partially offset by the change in Deferred Acquisition
Charges. The Company had working capital related to continuing operations of
$19,295 at September 30, 2006 and $19,827 at December 31, 2005. This decrease in
working capital is primarily attributable to the expenses of operations for the
nine months ended September 30, 2006, including costs relating to the
discontinued acquisition negotiations.


RISK FACTORS
(DOLLARS IN THOUSANDS)

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

We currently do not have an 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 BNS Co.'s 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 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, BNS Co. 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, BNS Co.
established an escrow account in the amount of $331 to cover any


                                       9


additional remediation costs that may arise. At September 30, 2006, the balance
of the escrow account consisted of $246 of restricted funds and $11 of
unrestricted accumulated interest. The 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 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 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 land fill
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 land fill.
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 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, and other product liability claims relating to the use
of machine tools sold by divisions of the Company which were also sold many
years ago. 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 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. 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. The insurers involved may not recognize this secondary
information as evidence that the policies were in place due to incomplete
Company insurance records. We also do not know if the aforementioned insurance
coverage has eroded from past claims. 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. 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.

                                       10


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 $600 on the consolidated balance sheet
relating to the open and active claims against BNS Co. as of September 30, 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. 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. 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.

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.

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
raised some concern, at least for the short term, concerning 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 may also affect the ability of the Company to carry out 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 provision for payments to creditors and contemplated distributions
to stockholders.


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.


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

The Company had substantial NOLs at September 30, 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's management and tax
advisors have undertaken a detailed analysis of the Company's NOLs in order to
determine more precisely the amount of NOLs available in any given year. This
analysis involves the review of the Company's historical shareholder and
financial records as well as the examination of public shareholder documents
filed with the SEC. The Company believes that it may be close to the threshold
for such a "change of ownership", but does not believe that, should such a
threashhold have been passed, the utility of the NOLs will have been
substantially impaired.


OUR INDEPENDENT AUDITORS HAVE REPORTED THAT THEY HAVE DOUBTS REGARDING OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

The Company received a report from its independent auditors for the year ended
December 31, 2005, containing 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.

                                       11



OUR FUTURE EXPENSES 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 any business acquisition may be less than anticipated and that, as
a result, we may not have adequate resources for funding our operations.



ITEM 3.  CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed with the objective of ensuring
that information required to be disclosed in the Company's reports under the
Securities Exchange Act of 1934, such as this Form 10-QSB, is reported in
accordance with the Securities and Exchange Commission's rules. Disclosure
controls are also designed with the objective of ensuring that such information
is accumulated and communicated to the Company's Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required
disclosure.

As of the end of the period covered by this Form 10-QSB, the Company carried out
an evaluation under the supervision and with the participation of the Company's
management, of the effectiveness of the design and the operation of the
Company's disclosure controls and procedures as defined in Securities Exchange
Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Company's
management concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
that the Company files under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the SEC's rules and
regulations. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.

Certification of Mr. Warren as Chief Executive Officer and Chief Financial
Officer regarding, among other items, disclosure controls and procedures are
included as exhibits to this Form 10-QSB.





                           PART II - OTHER INFORMATION

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

          (a) The 2006 annual meeting of stockholders was held on June 15, 2006.

          (b) Matters voted on at the meeting and the number of votes cast:


                                       12



          Proposal No. 1 - Election of Directors for a term of one year.

              Name                  Shares for           Withheld Vote
          ------------------------------------------------------------
          Richard M. Donnelly        2,767,692              83,222
          J. Robert Held             2,767,810              83,104
          Jack Howard                2,618,360             232,554
          James Henderson            2,661,259             189,655
          Kenneth N. Kermes          2,767,225              89,689

               Proposal No. 2 - To ratify the appointment of Ernst & Young LLP
          as auditors of the Company for the year ending December 31, 2006

               For                 2,839,949
               Against                10,373
               Abstain                   592






ITEM 6.  EXHIBITS

           Exhibits

           31.1       Certification of Chief Executive Officer pursuant to Rule
                      13a-14(a)

           31.2       Certification of Chief Financial Officer pursuant to Rule
                      13a-14(a)

           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






                                       13



                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, BNS
Holding, Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          BNS HOLDING, INC.


                                      By: /s/ Michael Warren
                                          -----------------------------------
                                          Michael Warren
                                          President and Chief Financial Officer
                                          (Principal Executive Officer and
                                          Principal Financial Officer)

October 27, 2006


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