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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-K

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(Mark One)

x        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended October 31, 2009

 

o         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 for the transition period from                          to                         

 

Commission file number  000-27297

 

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Bison Instruments, Inc.

(Name of Small Business Issuer in its charter)

 

 

(952) 938-1055

(Registrant’s telephone number including area code)

 

Securities to be registered pursuant to Section 12(b) of the Act.

 

 

Securities to be registered pursuant to Section 12(g) of the Act.

 

Common Stock

 

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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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. (1) YES x   NO o  (2) YES x   NO o

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act). YES x   NO o

 

State the aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days (see definition of affiliate in Rule 12b-2):  $149,155 as of October 31, 2009.

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date:  As of October 31, 2009, the Issuer had 888,180 shares of common stock, par value $0.10, issued and outstanding.

 

Transitional Small Business Disclosure Format

(Check one):  YES o   NO x

 

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PART I

 

Item 1.      Description of Business

 

The Company was incorporated under the laws of the State of Minnesota on January 18, 1968.

 

The Company has not been subject to any bankruptcy, receivership or similar proceedings.

 

The Company was engaged in the manufacture and sale of electronic instrumentation.  The Company sold substantially all of its operating assets during the two fiscal years of 1998 and 1999 and in the fiscal year 2000 made sales of residual seismic product inventory on hand and interest income.  In the fiscal years 2008 and 2009, the business was commercially inactive.  In June 1998, Bison sold its seismic product lines, and in November 1998, Bison sold its Airport Runway Friction Measurement System (the “Mu-Meter”).  The sales included the intellectual property and inventory of the product lines.

 

The Company pays a director to administer its corporate affairs and monitor residual business matters.  During the year the Company paid $4,950 to this director for these services.  An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.

 

Subject to market conditions and opportunities, the Company intends to maintain its existing efforts to explore various alternatives, including acquisition opportunities, for the future use of the public corporate entity.  The Company’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.

 

Bison has a wholly owned subsidiary, Bison International, Inc., which was incorporated in the U.S. Virgin Islands.  Bison International, Inc, processed some international sales of the Company in the past, but is now inactive.

 

Andus Inc., a Delaware corporation, owns 67.05% of the Company.  Andus Inc. is a wholly owned subsidiary of Androcan Inc., a Canadian corporation.  Androcan Inc., directly or indirectly, also owns a controlling interest in Pylon Electronics Inc. and Canbar Inc., which are involved in the manufacture and sale of various retail and industrial products.  Mr. Barrie D. Rose and members of his family control Androcan Inc.

 

The Company sends out audited financial statements for each fiscal year-end to its security holders. The company also files quarterly and annual reports with the Securities and Exchange Commission.

 

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical matters, the matters discussed in this Form 10-K are forward-looking statements based on current expectations, and involve risks and uncertainties.  Forward-looking statements include, but are not limited to, the operation of the business and to statements regarding the general description of Management’s plan to seek other business opportunities including merger opportunities with other businesses which may result in a reverse-take-over of the Company, and the manner in which the Company may participate in such business opportunities. 

 

The Company wishes to caution the reader that there are many uncertainties and unknown factors, which could affect its ability to carry out its business plan to pursue other business opportunities for the corporation.  There is no guarantee that the Company will be successful in its endeavors.

 

Item 2.      Description of Property.

 

The Company maintains a limited operation through an office at 7725 Vasserman Trail, Chanhassen, Minnesota. The space has been provided free of charge by Mr. Larry Martin, who is the General Manager and also a director of the Company.

 

The Company does not currently hold investments in real estate or mortgages relating to real estate.

 

Item 3.      Legal Proceedings.

 

The Company is not presently party to any pending legal proceeding, and its property is not the subject of any pending legal proceeding.

 

Item 4.      Submission of Matters to a Vote of Security Holders.

 

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

 

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Part II

 

Item 5.      Market for Common Equity and Related Stockholder Matters, and Small Business Issuer Purchases of Equity Securities.

 

The Company’s common equity is traded principally on the OTCBB Bulletin Board service.  The high and low bids on the Company’s common equity for each quarter in the last two fiscal years periods are set out in the following table.

 

 

The information above was obtained from Company records and from market activity reports available on the nasdaq.com website.  These are over the counter market quotations that reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

Because the securities of the Company may constitute “penny stocks” as defined in the Securities and Exchange Commission rules, the Company’s securities may be subject to rules that impose special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.  For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000 or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).  For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.  Consequently, the rules may affect the ability of broker-dealers to sell the Company’s securities and also may affect the ability of purchasers in the offering to sell their securities in any market that might develop therefor.

 

 

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In addition, the Securities and Exchange Commission has adopted a number of other rules to regulate “penny stocks”.  Such rules include Rules 3a51-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-8, and 15g-9 under the Securities and Exchange Act of 1934, as amended.  The rules may further affect the ability of the Company’s shareholders to sell their shares in any public market, which might develop.

 

Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping  of the same securities by promoters and broker-dealers after the prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  The Company’s management is aware of the abuses that have occurred historically in the penny stock market.  Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitation to prevent the described patterns from being established with respect to the Company’s securities. 

 

There are 249 holders of the stock of the company. There are no limits on the company’s ability to pay dividends.  No dividends have been paid in the last two fiscal years.

 

Item 6.      Management’s Discussion and Analysis or Plan of Operations.

 

The net loss for 2009 was $52,709 or $0.06 per share, compared with a loss in 2008 of $48,249 or $0.05 per share.

 

No sales were recorded for the Company in the fiscal years 2009 and 2008, as a result of Bison selling its product lines in 1999.

 

The sale by Bison of its product lines in prior years has essentially rendered Bison inactive.  The General Manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters.  During the fiscal year, the Company paid Mr. Martin $4,950 for these services. An office is maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin. An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.

 

At October 31, 2009, the Company has income tax losses of approximately $1,890,500 available for carry forwards, which may be used to reduce future years’ taxable income and for which the benefit has not been recorded.  These losses expire between 2011 and 2024.

 

The Company has no means to generate revenue necessary to pay its obligations to regulatory bodies, directors, accountants and lawyers.  In this regard, Andus Inc., the majority shareholder has committed to support the Company for its normal management and corporate expenses at levels of present expenditure until November 1, 2010.

 

Management continues to pursue other business opportunities for the Company including merger opportunities with other businesses which may result in a reverse-take-over of the Company.  However, there is no guarantee that management will be successful in their endeavours.

 

 

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Item 7.      Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

 

To the Audit Committee, Board of Directors and Stockholders

Bison Instruments, Inc.

 

We have audited the accompanying consolidated balance sheets of Bison Instruments, Inc. as of October 31, 2009 and 2008, and the related consolidated statements of operations, changes in stockholders’ equity (deficiency) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bison Instruments, Inc. as of October 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/Eide Bailly LLP

Minneapolis, Minnesota

January 20, 2010

 

 

 

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bison instruments, inc.

Consolidated Balance Sheets

(Expressed in United States dollars)

 

October 31, 2009 and 2008

 

 

See accompanying notes to consolidated financial statements.

 

On behalf of the Board:

 

 

 

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bison instruments, inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficiency)

(Expressed in United States dollars)

 

Years ended October 31, 2009 and 2008

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

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bison instruments, inc.

Consolidated Statements of Operations

(Expressed in United States dollars)

 

Years ended October 31, 2009 and 2008

 

See accompanying notes to consolidated financial statements.

 

 

 

 

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bison instruments, inc.

Consolidated Statements of Cash Flows

(Expressed in United States dollars)

 

Years ended October 31, 2009 and 2008

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

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bison instruments, inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

 

Years ended October 31, 2009 and 2008

 

Bison Instruments, Inc. (the "Company") was engaged in the manufacture and sale of electronic instrumentation.  The Company sold substantially all of its operating assets during the two fiscal years of 1998 and 1999.  In the fiscal years 2008 and 2009, the business was commercially inactive.  Andus Inc. ("Andus") owns approximately 67.05% of the Company’s outstanding common stock.  Andus is a subsidiary of Androcan Inc. of Toronto, Canada.

 

1.     Significant accounting policies:

 

(a)       Basis of presentation:

 

These consolidated financial statements include the accounts of the Company’s wholly owned subsidiary, Bison International, Inc., which is inactive. All significant intercompany transactions and balances have been eliminated.

 

(b)       Income taxes:

 

The Company accounts for income taxes in accordance with the Financial Accounting Standards Board ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  A valuation allowance is recorded and deducted from deferred tax assets when the deferred tax assets are not expected to be realized based on currently available evidence.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(c)       Revenue recognition:

 

The Company recognizes interest income as earned.

 

(d)       Earnings (loss) per share:

 

Basic earnings (loss) per share are computed by dividing net earnings by the weighted average shares outstanding during the year.  For each of the years ended October 31, 2009 and 2008 there were no outstanding dilutive securities.  The earnings (loss) per share computations are based on the weighted average number of common shares outstanding of 888,180 during each year.

 

(e)       Use of estimates:

 

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the year.  Actual results could differ from those estimates.

 

(f)        Accounting for uncertainty in income taxes:

 

The Financial Accounting Standards Board has issued guidance on Accounting for Uncertainty in Income Taxes, effective for fiscal years beginning after December 15, 2006.  The new codification code is ASC 740, Income Taxes.  Management has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance.

 

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2.     Going concern uncertainty

 

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business.  There is significant doubt about the appropriateness of the use of the going concern assumption because the Company experienced losses and negative cash flows in the current and prior years and has a stockholders’ deficiency.  The application of the going concern basis is dependent on the continued support of Andus Inc., the majority shareholder, who has committed to support the Company financially for its normal management and corporate expenses at levels of present expenditures until November 1, 2010.  Management continues to pursue other business opportunities for the Company including merger opportunities with other businesses, which may result in a reverse-take-over of the Company.  However, there is no guarantee that management will be successful in their endeavours.

 

These consolidated financial statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these financial statements, then adjustments would be necessary to the carrying value of assets, the reported revenues and expenses, and the balance sheet classifications used.

 

3.     Related party transactions:

 

The advances from shareholder are payable to Andus Inc., the majority shareholder of the Company.  The advances are non-interest bearing, unsecured, and have no specific terms of repayment.  Because the Company has no means to generate the revenue necessary to pay its obligations to regulatory bodies, directors, accountants and lawyers, Andus has undertaken to fund the Company’s normal management and corporate expenses at levels of present expenditures until at least November 1, 2010, and not to demand repayment of the advances from shareholder before November 1, 2010.  During the year ended October 31, 2009, Andus Inc. advanced an additional $56,000 to the Company.  Subsequent to October 31, 2009, Andus Inc. advanced an additional $26,500 to the Company.

 

The General manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters.  During the year ended October 31, 2009, the Company paid Mr. Martin $4,950 (2008-$5,100) for these services.  At October 31, 2009, accrued liabilities includes a payable to Larry Martin in the amount of $450.  An office is maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin.  An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.

 

 

 

 

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4.     Income taxes:

 

The Company’s statutory income tax rate is 38.4% (2008- 38.4%).

 

The tax effects of temporary differences, resulting from net operating loss carry forwards of approximately $1,890,500 (2008 - $1,837,500), that give rise to significant portions of deferred tax assets at October 31, 2009 and 2008 are presented below:

 

 

5.     Fair value of financial assets and financial liabilities:

 

The fair values of the Company’s cash and accrued liabilities approximate their carrying amounts due to the relatively short periods to maturity of these items.  The fair value of the advances from shareholder is not determinable due to its related party nature.

 

 

 

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6.     Accounting pronouncements:

 

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance on the FASB Accounting Standards Codification (“ASC”) and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Principles.  The codification was effective for interim or annual periods ending after September 15, 2009, and impacted the Company’s financial statement disclosures beginning with the year ending October 31, 2009 as all future references to authoritative accounting literature will be referenced in accordance with the Codification.

 

The FASB has issued authoritative guidance on Non-controlling Interests in Consolidated Financial Statements.  The new codification code is ASC 810, Consolidation.  This statement changes the way the consolidated income statement is presented when non-controlling interests are present.  It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest.  The implementation of this pronouncement did not have a significant impact on the financial statements of the Company.

 

The FASB has issued authoritative guidance on Business Combinations.  The new codification code is ASC 805, Business Combinations.  This statement retains the fundamental requirements that the acquisition method of accounting be used, and applies to all business entities, including mutual entities that previously used the pooling of interest method of accounting for some business combinations.  The implementation of this pronouncement did not have a significant impact on the financial statements the Company.

 

The FASB has issued authoritative guidance on subsequent events, which was primarily codified into Topic 855, Subsequent Events, in the ASC.  The guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements and related disclosures.

 

7.     Subsequent events:

 

Management evaluated subsequent events through January 20, 2010, the date the financial statements were available to be issued.

 

 

 

 

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Item 8.      Changes in and Disagreements with Accountants

 

In connection with the two most recent fiscal years or subsequent interim periods, there were no disagreements between Bison and its independent accountant on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

 

Item 8a.    Controls and procedures:

 

As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based upon this evaluation and in consultation with the Company’s independent auditors, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures currently in effect are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified by the Securities and Exchange Commission’s rules and forms.

 

The Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

 

There have been no changes in the Company’s internal control over financial reporting.

 

On January 31, 2005, the Board of Directors adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act, a true and correct copy of which is attached as Exhibit 14.

 

Item 8a(T).     Controls and procedures:

 

(a)           Management’s Annual Report on Internal Control Over Financial Reporting

 

(1) Management is responsible for establishing and maintaining adequate internal control over financial reporting for the small business issuer;

 

(2) Management designed such internal control over financial  reporting, or caused such internal control over financial reporting to be designed under its supervision, to provide reasonable  assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in  accordance with generally accepted accounting principles;

 

(3) Management has concluded that the small business issuer’s  internal control over financial reporting at the end of the  issuer’s most recent fiscal year is effective.

 

(4) This annual report does not include an attestation report of  the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not  subject to attestation by the Company’s registered public  accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only  management’s report in this annual report.

 

(b)           Changes in Internal Control Over Financial Reporting

 

There have been no changes in the small business issuer’s internal control over financial reporting during the small business issuer’s  fourth fiscal quarter that has materially affected, or is  reasonably likely to materially affect, the small business issuer’s  internal control over financial reporting.

 

 

 

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Part III

 

Item 9.      Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

 

 

Barrie D. Rose.  Mr. Rose has held a number of executive positions in a variety of industrial companies.  Mr. Rose founded the Androcan Group of Companies in 1984.  He is currently Chairman and Chief Executive Officer of Androcan Inc., and Chairman and President of Andus Inc.

 

Allan D. Erickson.  As well as being a director of Bison Instruments, Inc. since 1992, Mr. Erickson is also the founder and President of Dagan Corporation, and is one of the principal shareholders of Dagan Corporation.

 

Edward G. Lampman.  Mr. Lampman has held a number of positions with the Androcan Group of Companies since 1993.  He is currently President of Androcan Inc., and Vice-President of Andus Inc.

 

Lawrence M. Martin.  Mr. Martin has been engaged since July 1997 on a contract basis as the Acting General Manager of Bison Instruments, Inc.  Prior to consulting for Bison, he was Vice-President of Marketing for Hitchcock Industries from 1985 to 1997.

 

None of the directors or officers, or any companies employing them, have been subject to any bankruptcy, or criminal proceedings or are subject to any orders by the civil courts limiting their ability to carry on business or trade in securities.

 

Barrie D. Rose, Edward G. Lampman, Allan Erickson, and Lawrence M. Martin were each required to file an Annual Statement of Change in Beneficial Ownership on Forms by December 15, 2009, which were filed on time. 

 

Edward G. Lampman is the Audit Committee financial expert.  As he is Chief Executive Officer, Chief Financial Officer, and a Director of the Company, he is not independent.

 

Item 10.    Executive Compensation.

 

(a)           Summary Compensation Table

 

Annual Compensation

Long-term Compensation

Awards

Payouts

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Name and Principal Position

Year

Salary ($)

Bonus ($)

Compensation ($)

Award(s) ($)

Options /SARs (#)

Payouts ($)

Compensation ($)

Edward G. Lampman,

2009

nil

nil

nil

nil

nil

nil

Chief Executive

2008

nil

nil

nil

nil

nil

nil

Officer

2007

nil

nil

nil

nil

nil

nil

 

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(b)           Option/SAR in Last Fiscal Year

 

 

(c)           Aggregate Option/SAR Exercises in Last Fiscal Year and FY-end Option/Share Values

 

 

(d)           Long-term Incentive Plans – Awards in Last Fiscal Year

 

 

(e)           Compensation of Directors

 

Allan D. Erickson and Lawrence M. Martin are each paid an annual retainer of $1,000, as well as fees in the amount of $200 per meeting for their services as directors of the Company.  None of the other directors receive compensation for their services as directors.

 

(f)            Employment Contracts and Termination of Employment/Change in Control Arrangements

 

The Company does not have any compensatory plan or arrangement regarding the termination of any executive officer or regarding a change in control of the Company.

 

 

 

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Item 11.    Security Ownership of Certain Beneficial Owners and Management.

 

(a)           Security Ownership Greater than 5%

 

 

*      Andus, Inc., a Delaware corporation, is a subsidiary of Androcan Inc., a Canadian corporation.  Androcan Inc. is controlled by Barrie D. Rose, and members of his immediate family.

 

(b)           Security Ownership of Management

 

 

(c)           Change in Control

 

At various times, the Company has engaged in discussions with outside parties regarding potential transactions for the use of the public entity, which may result in the change of control of the company.  The Company intends to continue its efforts to seek out a suitable transaction in future. However, no formal agreement has been made with any outside party at the time of the filing of this report.

 

Item 12.    Certain Relationships and Related Transactions

 

The Company has not entered into any transaction during the last two years to which the Company was a party in which any director or executive officer or nominees thereof or securities holders or members of their immediate families were also involved or have a direct or indirect material interest.

 

Item 13.    Exhibits and Reports on Form 8-K

 

Exhibits

 

The rights of securities holders are set out in their entirety in the Articles of Incorporation of the Company, its By-laws and all amendments thereto.  The Articles and By-laws were contained in Form 10-SB, filed by the Company on October 6, 1999, and are incorporated herein by reference.

 

The Company is not subject to any voting trust agreements.

 

As the Company is essentially inactive at the time of this filing, it is not currently party to any material contracts.

 

A statement regarding the computation of share earnings has not been included in this Form for Registration of Securities, as the primary and fully-diluted share earnings are identical and can be clearly determined from the financial statements provided.

 

 

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Item 14.    Principal Accountant Fees and Services

 

(1)   Audit Fees

 

The aggregate fees billed for each of the last two fiscal years  for professional services rendered by the principal accountant for the  audit of the registrants annual financial statements and review of  financial statements included in the registrant’s Form 10-Q or  services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are:

 

 

(2)   Audit - Related Fees

N/A

 

(3)   Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for  professional services rendered by the principal accountant for tax  compliance, tax advice, and tax planning are:

 

 

The services provided by the principal accountant were for preparation of tax returns.

 

(4)   All Other Fees

N/A

 

(5)   Audit Committee’s Pre-Approval Policies

The Audit Committee approves the services for the audit firm before the work is performed.

 

(6)   N/A

 

 

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: January 20, 2010

 

 

 

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

 

 

Date: January 20, 2010

 

 

 

 

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