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

FORM 10-Q/A

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31, 2012.
   
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to __________.
 
Commission File number 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)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO[ ]
 
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 [ ]
 
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 April 25, 2012, the Issuer had 888,180 shares of common stock, par value $0.10, issued and outstanding.
 
 
 

 

PART I

Item 1.  Interim Period Consolidated Financial Statements
 
CONSOLIDATED BALANCE SHEETS

   
January 31
   
October 31
 
   
2012
   
2011
 
   
(unaudited)
       
   
 
   
 
 
ASSETS
           
Cash
  $ 2,992     $ 5,009  
    $ 2,992     $ 5,009  
                 
CURRENT LIABILITIES
               
Accrued liabilities
  $ 7,879     $ 11,809  
                 
Advances from shareholder (note 3)
    384,200       373,200  
      392,079       385,009  
                 
STOCKHOLDERS’ EQUITY (DEFICIENCY)
               
Capital stock
    88,818       88,818  
Additional paid in capital
    913,826       913,826  
Deficit
    (1,391,731 )     (1,382,644 )
      (389,087 )     (380,000 )
    $ 2,992     $ 5,009  
 
 
See accompanying notes to the unaudited interim period consolidated financial statements.
 
 
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CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
 (unaudited)
 
   
Three Months Ended January 31
 
   
2012
   
2011
 
   
 
   
 
 
Expenses
               
Professional fees
  $  3,504     $  15,740  
Shareholder relations
    3,948       15,654  
Management fees
    1,200       1,200  
Office and general
    435       473  
      9,087       33,067  
                 
Loss for the period
    (9,087 )     (33,067 )
                 
Deficit, beginning of period
    (1,382,644 )     (1,316,210 )
                 
Deficit, end of period
  $ (1,391,731 )   $ (1,349,277 )
                 
Basic and diluted earnings (loss) per share
  $ (0.01 )   $ (0.04 )
                 
Weighted average number of shares
    888,180       888,180  
 
 
See accompanying notes to the unaudited interim period consolidated financial statements.
 
 
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CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
 
   
Three months Ended January 31
 
   
2012
   
2011
 
             
Cash provided by (used in):
           
             
Cash flows from operating activities:
           
Loss for the period
  $ (9,087 )   $ (33,067 )
                 
Increase (decrease)in:
               
Accrued liabilities
    (3,930 )     28,308  
Net cash used in operating activities
    (13,017 )     (4,759 )
Financing:
               
Increase in advances from shareholder
    11,000       17,000  
                 
Net increase (decrease) in cash
    (2,017 )     12,241  
                 
Cash, beginning of period
    5,009       2,271  
                 
Cash, end of period
  $ 2,992     $ 14,512  

 
See accompanying notes to the unaudited interim period consolidated financial statements.
 
 
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Notes to interim period consolidated financial statements:

1.    Significant Accounting Policies
 
The unaudited interim period consolidated financial statements have been prepared by the Company in accordance with United States generally accepted accounting principles for interim financial statements.
 
The financial statements do not include footnotes and certain financial presentations normally required under generally accepted accounting principles; and, therefore, should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year-ended October 31, 2011.
 
In the opinion of management, all adjustments have been made that are necessary to fairly present the financial position, results of operations and cash flows of the Company.  Adjustments are of normal recurring nature.

2.    Going Concern Uncertainty
 
These interim period 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 periods 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 February 1, 2013  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 interim period 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.

 
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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 February 1, 2013 and not to demand repayment of the advances from shareholder before February 1, 2013.  During the three month period ended January 31, 2012, Andus Inc. advanced an additional $11,000 to the Company.  Subsequent to January 31, 2012, Andus Inc. advanced an additional $20,000 to the Company.

The General Manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters.  During the period ended January 31, 2012, the Company incurred expenses to Mr. Martin of $1,200 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.
 
4.     Accounting Pronouncements:
 
All recent accounting pronouncements have been reviewed and are not material to the Company.

5.     Subsequent Events:
 
Management evaluated subsequent events through the date the financial statements were issued.

 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The net loss for the three months of fiscal year 2012 was $9,087 or $(0.01) per share, compared with a net loss of $33,067 or $0.04 per share for the same period last year.

Professional fees and shareholder relations expenses normally incurred in the first quarter of the current fiscal year were incurred in the second quarter of the current fiscal year.

No sales were recorded for the Company in the three months of fiscal years 2012 and 2011.

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 period ended January 31, 2012, the Company incurred expenses to Mr. Martin  of $1,200 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.

The Company has income tax losses of approximately $1,996,500 per 10-K/A 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 February 1, 2013.

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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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-Q/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 3.  Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4.  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, 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 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 Office and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are also effective to ensure that the 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 Company’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
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PART II

Item 1.  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 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

(a)           During the period covered by this report, the registrant did not sell any equity securities that were not registered under the Securities Act.
(b)           N/A
(c)           During the quarter covered by this report, the registrant did not purchase any equity securities.

Item 3.  Defaults Upon Senior Securities.

There has been no material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the issuer.

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

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

Item 5.  Other Information.

N/A
 
 
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Item 6.  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.
 
File 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.

 
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SIGNATURES

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

By:           /s/   Bison Instruments, Inc.


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

 

/s/Eric Sunshine                  (Signature)
Eric Sunshine
Chief Financial Officer


Date: May 9, 2012

 
 
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