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

FORM 10-K/A

(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, 2011

[   ]     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                                                                                                


Bison Instruments, Inc.                                                                                                
(Exact name of registrant as specified in its charter)
 
 
Minnesota    E41-0947661
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
     
7725 Vasserman Trail, Chanhassen, MN   55317
(Address of principal executive office)   (Zip Code)
 
 
(952) 938-1055                                                                              
(Registrant’s telephone number including area code)

Securities to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
 
 
Name of each exchange on which registered
 
N/A    

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

Common Stock                                                                                                             

 
 

 
 
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[ ]  (2) YES [x]  NO [ ]

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/A or any amendment to this Form 10-K/A.  [ ]

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
 
  Large accelerated filer [ ]      Accelerated filer [ ]
  Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [x]
                                                                                         
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[ ]

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):  $73,115 as of October 31, 2011.

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, 2011, the Issuer had 888,180 shares of common stock, par value $0.10, issued and outstanding.

Transitional Small Business Disclosure Format
(Check one):  YES[ ] NO[X]

 
2

 
 
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 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.  In the fiscal years 2010 and 2011, the business was commercially inactive.

The Company pays a director to administer its corporate affairs and monitor residual business matters.  During the year the Company paid $4,500 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.  Andus Inc. has also advanced funds 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 Pylon Electronics Inc. and Canbar Inc., which are involved in the manufacture and sale of various retail and industrial products.

The Company sends out the Form 10-K which includes the 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.

 
3

 
 
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/A 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.  Removed and Reserved.

 
4

 
 
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.

Fiscal Year
   
High
   
Low
 
               
2010 Q1     $ 0.20     $ 0.20  
2010 Q2     $ 0.20     $ 0.20  
2010 Q3     $ 0.20     $ 0.20  
2010 Q4     $ 0.18     $ 0.18  
2011 Q1     $ 0.18     $ 0.18  
2011 Q2     $ 0.21     $ 0.18  
2011 Q3     $ 0.30     $ 0.21  
2011 Q4     $ 0.30     $ 0.22  

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 therefore.

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.

 
5

 
 
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 240 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.

 
6

 

Item 7. Management’s Discussion and Analysis or Plan of Operations.

The net loss for 2011 was $66,434 or $0.07 per share, compared with a loss in 2010 of $52,546 or $0.06 per share.

No sales were recorded for the Company in the fiscal years 2011 and 2010, as a result of Bison being inactive as it sold 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 $4,500 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.  Andus Inc. has also advanced non-interest bearing funds to the Company.

At October 31, 2011, the Company has income tax losses of approximately $1,996,500 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 2012 and 2031.

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, 2012.

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.

 
7

 

Item 8.  Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Bison Instruments, Inc.
Chanhassen, Minnesota

We have audited the accompanying consolidated balance sheets of Bison Instruments, Inc. (the Company) as of October 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity (deficiency), and cash flows for the years then ended. Bison Instruments, Inc.’s management is responsible for these consolidated financial statements. 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 do not express such an opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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, 2011 and 2010, 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
May 9, 2012

 
8

 
 
BISON INSTRUMENTS, INC.
Consolidated Balance Sheets
(Expressed in United States dollars)

October 31, 2011 and 2010
 
   
2011
    2010  
             
Assets
           
             
Cash
  $ 5,009     $ 2,271  
    $ 5,009     $ 2,271  
                 
Liabilities and Stockholders' Equity (Deficiency)
               
                 
Current liabilities:
               
Accrued liabilities
  $ 11,809     $ 2,137  
                 
Advances from shareholder (note 3)
    373,200       313,700  
                 
Stockholders' equity (deficiency):
    (380,000 )     (313,566 )
                 
Going concern uncertainty (note 2)
               
    $ 5,009     $ 2,271  
 
 
See accompanying notes to consolidated financial statements.

On behalf of the Board:

__________________________                    Director


__________________________                    Director

 
9

 

BISON INSTRUMENTS, INC.
Consolidated Statement of Changes in Stockholders’ Equity (Deficiency)
(Expressed in United States dollars)
 
Years ended October 31, 2011 and 2010
   
Common Stock
                         
   
Number of Authorized Shares
   
Number of Issued Shares
   
Amount
   
Additional Paid-in Capital
   
Deficit
   
Total
 
Balance, October 31, 2009
    60,000,000       888,180     $ 88,818     $ 913,826     $ (1,263,664 )   $ (261,020 )
Loss for the year
    -       -       -       -       (52,546 )     (52,546 )
Balance, October 31, 2010
    60,000,000       888,180       88,818       913,826       (1,316,210 )     (313,566 )
Loss for the year
    -       -       -       -       (66,434 )     (66,434 )
Balance, October 31, 2011
    60,000,000       888,180     $ 88,818     $ 913,826     $ (1,382,644 )   $ (380,000 )
 
 
See accompanying notes to consolidated financial statements.
 
 
10

 

BISON INSTRUMENTS, INC.
Consolidated Statements of Operations
(Expressed in United States dollars)

Years ended October 31, 2011 and 2010
   
2011
   
2010
 
             
Expenses:
           
Shareholder relations
  $ 28,371     $ 14,623  
Professional fees
    28,095       28,421  
Management fees
    4,500       4,500  
Directors’ fees
    2,000       2,000  
Office and general
    3,468       3,002  
      66,434       52,546  
                 
Loss for the year
  $ (66,434 )   $ (52,546 )
                 
Basic and diluted earnings (loss) per share
  $ (0.07 )   $ (0.06 )
                 
Weighted average number of shares
    888,180       888,180  
 
 
See accompanying notes to consolidated financial statements.

 
11

 
 
BISON INSTRUMENTS, INC.
Consolidated Statements of Cash Flows
(Expressed in United States dollars)

Years ended October 31, 2011 and 2010
   
2011
   
2010
 
             
Cash provided by (used in):
           
             
Cash flows from operating activities:
           
Loss for the year
  $ (66,434 )   $ (52,546 )
                 
Increase (decrease) in accrued liabilities
    9,672       (3,226 )
                 
Net cash used in operating activities
    (56,762 )     (55,772 )
                 
Financing:
               
Increase in advances from shareholder
    59,500       51,600  
                 
Net increase (decrease) in cash
    2,738       (4,172 )
                 
Cash, beginning of year
    2,271       6,443  
                 
Cash, end of year
  $ 5,009     $ 2,271  
 
 
See accompanying notes to consolidated financial statements.

 
12

 
 
BISON INSTRUMENTS, INC.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended October 31, 2011 and 2010
 

 
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 2010 and 2011, 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 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.
 
 
13

 
 
(c) Cash and cash equivalents:
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents.
 
(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, 2011 and 2010 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 codification code is ASC 740, Income Taxes.  Management 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.  The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense as incurred.  The Company is no longer subject to Federal tax examinations by tax authorities for years before 2008 and state examinations for years before 2008.
 
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, 2012.  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.
 
 
14

 
 
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, 2012, and not to demand repayment of the advances from shareholder before November 1, 2012.  During the years ended October 31, 2011 and 2010, Andus Inc. advanced an additional $59,500 and $51,600, respectively.  Subsequent to October 31, 2011, Andus Inc. advanced an additional $31,000 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, 2011, the Company paid Mr. Martin $4,500 (2010-$4,500) for these services.  At October 31, 2011 and 2010, accrued liabilities included a payable to Mr. Martin in the amount of $300 and $300 respectively.  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.
 
 
15

 

4.      Income taxes:
 
The Company’s statutory income tax rate is 38.4% (2010, 38.4%).
 
The tax effects of temporary differences, resulting from net operating loss carryforwards of approximately $1,996,500 (2010 - $1,943,500), that give rise to significant portions of deferred tax assets at October 31, 2011 and 2010 are presented below:
 
   
2011
   
2010
 
             
Expected tax benefit using statutory rates
  $ (767,000 )   $ (746,000 )
Valuation allowance
    767,000       746,000  
                 
Deferred tax asset
  $ --     $ --  
 
The current year tax provision  is as follows:
 
   
2011
   
2010
 
             
Expected tax benefit using statutory rates
  $ 25,000     $ 20,000  
Increase in valuation allowance
    (25,000 )     (20,000 )
                 
Current tax expense
  $ --     $ --  
 
Loss carry-forwards expire as follows:
 
2012
  $ 827,000  
2018
    649,000  
2019
    2,000  
2020
    16,000  
2021
    47,000  
2022
    30,000  
2023
    33,000  
2024
    32,500  
2025
    60,000  
2026
    36,000  
2027
    44,000  
2028
    48,000  
2029
    53,000  
2030
    53,000  
2031
    66,000  
    $
1,996,500
 
 
 
16

 

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.
 
6.    Accounting pronouncements:
 
All recent accounting pronouncements have been reviewed and are not material to the Company.
 
7.    Subsequent events:
 
Management evaluated subsequent events through the date the financial statements were issued.
 
 
17

 

Item 9.  Changes in and Disagreements with Accountants

On November 17, 2011, Michael J. Larsen (“Larsen”)was appointed as the independent registered public accountant for Bison Instruments, Inc. for the year  ended October 31, 2011, replacing Eide Bailly, LLP. Eide Bailly, LLP was the Company’s independent accountant for the year ended October 31, 2010 and for the three quarters ended January 31, 2011, April 30, 2011 and July 31, 2011.

On March 14, 2012, Larsen resigned as Bison’s independent registered public accountant.  Larsen was engaged to audit the financial statements for the fiscal years ended October 31, 2011 and October 31, 2010, however Larsen did not audit the financial statements for these two fiscal periods, or review the interim financial statements for the period ended January 31, 2012, nor did he issue any reports related to Bison’s financial statements.  As such, Larsen did not issue any reports which contained an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years and the subsequent interim period preceding March 14, 2012, there were no “reportable events” with respect to Bison.  Also, there were no disagreements on any matter of accounting principles or practices, or financial statement disclosure, however, there was a disagreement between Bison and Larsen on a matter of Larsen’s auditing procedures during the two fiscal years ended October 31, 2011 and 2010 and the subsequent interim period preceding the date of resignation that Bison disagrees with.  On March 14, 2012 Larsen advised Bison that he no longer wished to continue as Bison’s independent registered public accounting firm as he had received evidence on March 14, 2012 that “the Company had interfered with (his) confirmation procedures”.

As Larsen did not provide any written details of the interference to Bison, the company assumed that Larsen was referring to minor issues with the confirmations.  Bison views these issues as minor clerical errors and not as interference with Larsen’s auditing scope or procedure Bison disagrees with Larsen’s claim.

On April 10, 2012 Eide Bailly, LLP was appointed as the independent registered public accountants for Bison Instruments, Inc. for the year ended October 31, 2011 and for the interim period of January 31, 2012.

In connection with the audits of the years ended October 31, 2009 and October 31, 2010 and of the review of the three quarter reports dated January 31, 2011, April 30, 2011 and July 31, 2011 and through to April 10, 2012, there were no disagreements or reportable events between Bison and Eide Bailly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

 
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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.

There was a reportable event between Bison and Larsen that Bison disagrees with. On March 14, 2012 Larsen advised Bison he no longer wished to continue as Bison’s independent registered public accountant as he had received evidence the “the Company had interfered with (his) confirmation procedures”. Bison viewed these issues as minor clerical errors and not as interference with Larsen’s auditing scope or procedure.

Item 9a.  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, as defined in Rule 13a-15(e) or Rule 15d-15(e).  Based upon this evaluation, 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 during the year that have materially affected, or are reasonably likely to materially affect, 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 9a(T).  Controls and procedures:

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

 
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(1) Management is responsible for establishing and maintaining adequate internal control over financial reporting for the small business issuer, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

(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 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and in accordance with US generally accepted accounting principles.

(3) Management has concluded that the registrant’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 accountant regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accountant pursuant to 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 registrant’s internal control over financial reporting during the registrant’s fiscal year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
Part III

Item 10.  Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
 
DIRECTORS
 
Name
Age
Positions Held in Bison
Term of Office
Served Since
Fred E. Ross
81
Director and Chief Executive Officer
1 year
2011
Allan D. Erickson
69
Director
1 year
1982
Lawrence M. Martin
70
Director and General Manager
1 year
1998
 
 
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Fred E. Ross.  Mr. Ross is currently Chairman and Chief Executive Officer of Bison Instruments, Inc.  Mr. Ross is currently the Vice Chairman and a director of Androcan Inc., and Vice-President and a director of Andus Inc.  Mr. Ross is a member of the Audit Committee.  As he is the Chairman and Chief Executive Officer, and a Director of the Company, he is not independent.

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.

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.

Allan Erickson, and Lawrence M. Martin were each required to file an Annual Statement of Change in Beneficial Ownership on Forms by December 15, 2011, which were filed on time.

Lawrence M. Martin is the Chairman of the Audit Committee.  As he is Acting General Manager, and a Director of the Company, he is not independent.
 
COMPANY OFFICER

Name
Age
Positions Held in Bison
Term of Office
Served Since
Eric D. Sunshine
63
Chief Financial Officer
1 year
2010

Eric D. Sunshine. Mr. Sunshine has been controller of Bison Instruments, Inc. since 2000 and Chief Financial Officer since 2010.  Mr. Sunshine is also controller of Androcan Inc.

Eric D. Sunshine was required to file an Annual Statement of Change in Beneficial Ownership on Forms 5 by December 15, 2011 which was filed on time.

 
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Item 11.  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 ($)
Compensation ($)
Fred E. Ross,
Chief Executive Officer
2011 nil nil nil nil nil nil nil

(b)  Option/SAR in Last Fiscal Year

Individual Grants
(a)
(b)
(c)
(d)
(e)
Name
Number of Securities Underlying Options/SARs Granted (#)
% Of Total Options/SARs Granted to Employees in Fiscal Year
Exercise or Base Price ($/Sh)
Expiration Date
N/A
-
-
-
-

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

(a)
(b)
(c)
(d)
(e)
Name
Shares Acquired on Exercise (#)
Value Realized ($)
Number of Securities Underlying Unexercised Options/SARs at FY-End (#)
Value of Unexercised In-the-money Options/SARs at FY-End ($)
 
         
     
Exercisable/Unexercisable
Exercisable/Unexercisable
N/A
-
-
-
-

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

     
Estimated Future Payouts Under No Stock Priced-Based Plans
(a)
(b)
(c)
(d)
(e)
(f)
Name
Number of Shares, Units or Other Rights
Performance or Other Period Until Maturation or Payout
Threshold ($ or #)
Target
($ or #)
Maximum
($ or #)
N/A
-
-
-
-
-

 
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(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.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
 
(a)    Security Ownership Greater than 5%

(1)
(2)
(3)
(4)
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class
Common Stock
Andus, Inc.*
1209 Orange Street, Wilmington, Delaware, 19801
595,539 Common Shares
67.05%

 
*
Andus, Inc., a Delaware corporation, is a subsidiary of Androcan Inc., a Canadian corporation.

(b)    Security Ownership of Management

(1)
(2)
(3)
(4)
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class
       
       

(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.

 
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Item 13.  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 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:

October 31, 2010
October 31, 2011 - estimated
$20,805
$20,600
 
(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:

October 31, 2010
October 31, 2011 - estimated
$3,650
$3,700

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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Part IV

Item 15.  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.
 
Exhibit No.                                Description

101.INS**                                XBRL Instance

101.SCH**                                XBRL Taxonomy Extension Schema

101.CAL**                                XBRL Taxonomy Extension Calculation

101.DEF**                                XBRL Taxonomy Extension Definition

101.LAB**                                XBRL Taxonomy Extension Labels

101.PRE**                                XBRL Taxonomy Extension Presentation

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Reports on Form 8-K

A report on Form 8-K was filed on November 17, 2011 and amended on November 25, 2011.  This report informed the Commission of a change in the registrant’s certifying accountant.  On November 17, 2011, Michael J. Larsen, CPA was appointed as the independent registered public accountant for Bison Instruments, Inc. for the year ended October 31, 2011, replacing Eide Bailly LLP. This action dismissed Eide Bailly LLP as Bison’s independent registered public accountant for the year ended October 31, 2011. This decision to change the independent registered public accountant was approved by the Audit Committee of the Board of Directors on November 17, 2011.
 
A second report on Form 8-K was filed on December 19, 2011.  This report informed the Commission of the resignation of Barrie D. Rose as Chairman, Chief Executive Officer and Director of Bison Instruments, Inc.  This report informed the Commission of the appointment of Fred E. Ross as Chairman, Chief Executive Officer and Director of Bison Instruments, Inc.

A third report on Form 8-K was filed on March 20, 2012 with amendments on March 29, 2012 and April 5, 2012.  This report informed the Commission that on April 10, 2012, Michael J. Larsen, CPA resigned as Bison’s independent registered public account.
 
A fourth report on Form 8-K was filed on April 12, 2012.  This report informed the Commission that on April 10, 2012, Eide Bailly LLP was appointed as the independent registered public accountant for Bison Instruments, Inc. for the year ended October 31, 2011 and of the interim period ended January 31, 2012.

 
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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.

By:  /s/  Bison Instruments Inc.


 
/s/ Fred E. Ross                                 (signature)
Fred E. Ross
Chief Executive Officer, and Director

 
 
/s/ Eric D. Sunshine                          (signature)
Eric D. Sunshine
Chief Financial Officer


Date: May 9, 2012



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.

By:  /s/  Bison Instruments Inc.


 
/s/           Fred E. Ross                                        (signature)
Fred E. Ross
Chief Executive Officer, and Director


 
/s/           Eric D. Sunshine                                 (signature)
Eric D. Sunshine
Chief Financial Officer


Date: May 9, 2012
 
 
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