8-K

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

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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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       Date of Report (Date of earliest event reported): February 12, 2007

                                BNS Holding, Inc.
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               (Exact Name of Registrant as Specified in Charter)


             Delaware                1-5881                    N/A
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 (State or other jurisdiction   (Commission File         (IRS Employer
       of incorporation)             Number)            Identification No.)


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


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


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          (Former name or former address, if changed since last report)

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      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
DFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))






                           CURRENT REPORT ON FORM 8-K

                                BNS HOLDING, INC.

Item 8.01 Other Events.

On February 12, 2007, BNS Holding, Inc. a Delaware corporation (the "Company"),
issued a press release announcing that the Company's Board of Directors has
approved, for consideration and approval by the shareholders, (i) a 1-for-200
reverse stock split of the Company's outstanding Class A Common Stock, $.01 par
value (the "Common Stock") to be followed immediately by a 200-for-1 forward
stock split (the "Reverse/Forward Stock Split"), (ii) a standing option for the
Company to repurchase any shares of Common Stock proposed to be transferred by a
shareholder after the Reverse/Forward Stock Split if after such proposed
transfer the number of shareholders of record of the Common Stock would equal or
exceed 250 (the "Right of First Refusal") and (iii) a decrease in the number of
authorized shares of Common Stock from 30,000,000 to 5,000,000, and the
elimination of the authorized shares of Class B Common Stock, $.01 par value
(the "Authorized Share Reduction").

      Pursuant to the Reverse/Forward Stock Split, shareholders of record
holding fewer than 200 shares of Common Stock immediately before the transaction
would have such shares cancelled and converted into the right to receive, from
the Company, a cash payment of $13.62 for each such share owned before the
Reverse/Forward Stock Split. Shareholders of record holding 200 or more shares
of Common Stock immediately before the transaction will continue to hold the
same number of shares of Common Stock after completion of the Reverse/Forward
Stock Split and will not receive any cash payment for the shares of Common Stock
they hold. Beneficial owners of shares held in street name may or may not have
their shares affected by the Reverse/Forward Stock Split. However, the Company
plans to work with brokers and nominees to offer to treat shareholders holding
shares in street name in substantially the same manner as shareholders whose
shares are registered in their names.

      The Board of Directors received a fairness opinion from its financial
advisor, Capitalink, L.C., stating that the per share cash consideration to be
paid in the proposed Reverse/Forward Stock Split is fair, from a financial point
of view, to the Company's shareholders that would be cashed out as a result of
the Reverse/Forward Stock Split. If a majority of the issued and outstanding
shares of Common Stock approve the proposed amendments to the Company's Amended
and Restated Certificate of Incorporation and the Reverse/Forward Stock Split is
implemented, the Company anticipates having fewer than 300 shareholders of
record, which would enable the Company to voluntarily terminate the registration
of the Common Stock under the Securities Exchange Act of 1934, as amended. Even
if the shareholders approve the Reverse/Forward Stock Split, the Right of First
Refusal and the Authorized Share Reduction, the Board of Directors reserves the
right to defer or not implement these transactions.

      A copy of the press release issued by the Company is attached hereto as
Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

      (c)    Exhibits.

      99.1   Press Release of BNS Holding, Inc. dated February 12, 2007.


                                      -1-




                                  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.

Date: February 12, 2007                   BNS HOLDING, INC.

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



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                                  EXHIBIT INDEX

      Exhibit No.      Description
      -----------      -----------

      99.1             Press Release dated February 12, 2007.


                                      -3-

EX-99.1

                                                                    Exhibit 99.1


                                BNS HOLDING, INC.
                         25 ENTERPRISE CENTER, SUITE 103
                         MIDDLETOWN, RHODE ISLAND 02842

                              FOR IMMEDIATE RELEASE

                  BNS HOLDING, INC. PROPOSES PLAN TO DEREGISTER
                   WITH THE SECURITIES AND EXCHANGE COMMISSION

MIDDLETOWN,  RHODE  ISLAND,  FEBRUARY  12, 2007 -- BNS Holding  (OTCBB:BNSIA.OB)
announced   today  that  its  Board  of  Directors  has  approved  a  plan,  for
consideration  and  approval  by its  shareholders,  to  reduce  the  number  of
shareholders  of  record  to fewer  than 300 and thus  terminate  the  Company's
obligation to file reports with the  Securities  and Exchange  Commission.  This
would be accomplished  through a 1-for-200  reverse stock split of the Company's
outstanding  Class A Common Stock,  followed  immediately by a 200-for-1 forward
stock split.  The Company  anticipates that its stock will continue to be quoted
on the Pink Sheets.  Completion of the transaction is subject to the fulfillment
of all of the filing requirements of the SEC. The Company intends to continue to
provide  shareholders  with annual  audited  financial  statements and quarterly
financial  information by making these documents available on a Company website.
These  documents  will not be as detailed or  extensive as the  information  the
Company was required to file with the SEC or has provided to its shareholders in
the past.

"There are a number of advantages to this  transaction,"  said President and CEO
Michael  Warren.  "Significant  cost  savings  will  result  each  year from the
elimination  of these  reporting  requirements.  The Company will also avoid the
substantial  one-time costs associated with initial  Sarbanes-Oxley  Section 404
compliance.  But as  important  as the direct cost  savings,  we expect that the
reduced  administrative  burden  will allow our  management  team to focus their
attention on operating performance and capitalizing on market opportunities."

In the  Reverse/Forward  Stock Split,  shareholders with less than 200 shares of
Common  Stock  immediately  before the  transaction  will receive a cash payment
equal to $13.62 per share for those pre-split shares.  Shareholders  holding 200
or more  shares of Common  Stock  immediately  before the  transaction  will not
receive a cash  payment,  but will  continue  to hold the same  number of shares
after  completion  of the  transaction.  "The  effect  is  that  the  small  lot
shareholders  will  be able to  liquidate  their  holdings  without  paying  any
commissions,"  added Mr. Warren.  The Company estimates that approximately 2% of
its outstanding shares will be redeemed as a result of the Reverse/Forward Stock
Split.

The Board of  Directors  engaged  Capitalink,  L.C.  as  advisors  to review the
fairness of the  transaction,  and  received  from them an opinion  that the per
share cash consideration to be paid in the proposed  Reverse/Forward Stock Split
transaction  is  fair,  from  a  financial  point  of  view,  to  the  Company's
shareholders that would be cashed out as a result of the  Reverse/Forward  Stock
Split.

At its February 10 meeting,  the Board of  Directors  also took steps that would
grant to the Company a standing  option to repurchase any shares of Common Stock
proposed to be  transferred  by a shareholder  after the  Reverse/Forward  Stock
Split,  if after such proposed  transfer the number of shareholders of record of
the Common  Stock would  equal or exceed  250.  "This is a measure to ensure the
company  continues to stay well below the  requirements  for filing reports with
the Securities and Exchange  Commission,"  explained  Warren.  And finally,  the




Board of Directors  approved  amendments to the  Company's  Amended and Restated
Certificate  of  Incorporation  to decrease the number of  authorized  shares of
Common Stock from  30,000,000  to  5,000,000,  and to eliminate  the  authorized
shares of Class B Common Stock, $.01 par value.

The proposed  Reverse/Forward Stock Split, Right of First Refusal and Authorized
Share  Reduction  are  subject to  approval  by the holders of a majority of the
issued and outstanding shares of Common Stock. Even if the shareholders  approve
the  Reverse/Forward  Stock Split,  Right of First Refusal and Authorized  Share
Reduction,  the  Board  of  Directors  reserves  the  right  to  defer or not to
implement the transactions.

This press release is only a description of the proposed transactions and is not
an offer to acquire any shares of common  stock.  The Company  intends to file a
preliminary  proxy  statement  and  Schedule  13E-3 with the SEC  outlining  the
transaction. All shareholders are advised to read the definitive proxy statement
and Schedule 13E-3 at the SEC's web site at  www.sec.gov.  The Company will also
mail a copy of the definitive proxy statement prior to the annual meeting to its
shareholders entitled to vote at the meeting.

Prior to October 31, 2006, BNS Holding Inc. was a public shell holding  company,
having sold all of its previous manufacturing  operations and assets. On October
31, 2006 the Company  acquired,  through a holding  company,  an 80% interest in
Collins Industries,  Inc. Collins was founded in 1971 as a manufacturer of small
school buses and ambulances.  Today, Collins manufactures specialty vehicles and
accessories for various basic service niches of the transportation industry, and
is the largest US manufacturer of ambulances, the second largest manufacturer of
terminal trucks and a leading manufacturer of small school buses and of sweepers
used in the road construction  industry.  Further information concerning Collins
can be found on their web site at www.collinsindustries.com.

This  press  release  contains  forward-looking  statements,  as  defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve a number of assumptions,  risks and uncertainties that could
cause the actual results of the Company to differ  materially from those matters
expressed in or implied by such forward-looking  statements.  They involve known
and unknown risks,  uncertainties,  and other  factors,  which are in some cases
beyond the control of the Company.  Additional  information regarding these risk
factors and  uncertainties is described more fully in the Company's SEC filings.
A copy of all SEC  filings  may be  obtained  from the  SEC's  EDGAR  web  site,
WWW.SEC.GOV,  or by  contacting  the  Company  at (401)  848-6300.  BNS does not
currently maintain a web site. For further  information,  contact Michael Warren
at (401) 848-6500.

                                       END