NAME REFERENCES

In this Quarterly Report on Form 10-Q, references to “Bison Petroleum” the “Company,” “we,” “us,” “our” and words of similar import refer to Bison Petroleum, Corp., a Nevada corporation, unless the context requires otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain forward-looking statements, and for this purpose, any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control.  These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we have filed with the Securities and Exchange Commission (the “SEC”), including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

PART I –FINANCIAL INFORMATION

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial position of the Registrant.

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F-4

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014 (unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Bison Petroleum, Corp. (f/k/a GreenChoice International, Inc.) (the “Company”) was incorporated on February 9, 2010, under the laws of the State of Nevada.  The Company was organized for the business purpose of  marketing prefabricated log cabin type homes in countries outside North America.  These endeavors have ceased, and the Company has determined to engage in the oil and natural gas industry as of August, 2013, where its efforts are now focused.  The Company has selected April 30 as its fiscal year end.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915-10-20, “Development Stage Entity.”  The Company is devoting substantially all of its efforts to the execution of its business plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had cash and cash equivalents of $205 as of January 31, 2014, and $57 as of April 30, 2013.

Start-up Costs

In accordance with ASC 720-15-25, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the Company’s common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.

Net Income or (Loss) Per Share of Common Stock

The Company follows financial accounting standards which provide for “basic” and “diluted” earnings per share.  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of shares upon exercise.  The Company has no potentially dilutive securities such as options, warrants, or convertible bonds currently issued and outstanding.  Consequently basic and diluted shares are the same, as presented in the Statements of Operations and Comprehensive Loss.

Recently Enacted Accounting Standards

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

F-5

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014 (unaudited)

Modifications to the ASC are accomplished by the issuance of Accounting Standards Updates (“ASU’s”).  The Company has evaluated ASU’s through No. 2014-05.  None of the updates for the period have applicability to the Company or their effect on the financial statements would not have been significant.

Office Space and Labor

The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities during the initial period of operations.  The Company will recognize the fair value of unreimbursed services and office space so provided as contributed capital in accordance with ASC 225-10-S99-4.  From inception (February 9, 2010) through January 31, 2014, the fair value of unreimbursed services and office space provided are estimated to be nil.

NOTE 3 - PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from February 9, 2010 (date of inception), through January 31, 2014, of approximately $1,661,078, will begin to expire in 2031.  Using an estimated rate of 35%, deferred tax assets of approximately $581,380 were offset by the valuation allowance.

The Company has no tax positions at January 31, 2014, for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.

During the period from February 9, 2010 (inception), to April 30, 2013, the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at January 31, 2014.  All tax years starting from 2010 are open for examination.  

NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES

On August 9, 2013, the Company entered into a Lease Purchase Agreement with Nelan Advisors Corporation, a BVI registered entity (“Nelan”), whereby Nelan sold certain oil and gas leases issued by the State of Wyoming to Bison.  Bison is a successor in interest to Nelan, which is a successor in interest to Gas Ventures LLC, the record owner of these leases.  Bison will issue 1,000,000 shares of its common stock, comprised of “restricted securities” under SEC Rule 144, which shares are subject to resale in accordance with subparagraph (i) of Rule 144, on the recording of the leases.  The Lease Purchase Agreement contains customary representations and warranties regarding good standing of the parties, due authorization and authority, among others, though title to the leases is not guaranteed by Nelan.  Nelan also made various representations about access to information about Bison, its sophistication and understanding of the nature of the “restricted securities” it was acquiring of Bison. Bison shall own not less than an 80% net interest in the leases or the oil and gas, if any, recovered from these leases.

On December 12, 2013, the Company entered into an additional Lease Purchase Agreement with Nelan whereby Nelan conveyed a 50% working interest in certain oil and gas leases issued by the State of Montana that pertain to properties within the State of Montana.  Bison is the successor in interest to Nelan, and will issue 150,000 shares of its common stock comprised of “restricted securities” as defined in SEC Rule 144 and the assumption of the payments of Nelan to its predecessors under the leases, of $100,000 in 60, 120 and 180 days from the effective date of the Lease Purchase Agreement or December 12, 2013.

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BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014 (unaudited)

Oil and gas lease property acquisition and exploration costs are expensed as incurred. When it has been determined that a  property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

NOTE 5 - STOCKHOLDERS’ DEFICIT

On June 5, 2013, the Company changed its name to “Bison Petroleum, Corp.” and increased its number of authorized shares of common stock from One Hundred Million (100,000,000), par value $0.001, to Eight Hundred Million (800,000,000), par value $0.001 and, authorized a forward split of its issued and authorized common shares, whereby every One (1) old share of common stock would be exchanged for Eight (8) new shares of the Company’s common stock, for shareholders of record as of June 17, 2013. As a result, the issued and outstanding shares of common stock increased from Four Million Nine Hundred Thousand (4,900,000) shares prior to the forward split to Thirty Nine Million Two Hundred Thousand (39,200,000) shares following the forward split. The split is reflected retrospectively in these financial statements.

As of January 31, 2014, the Company has 800,000,000 shares of common stock authorized, par value of $.001 per share, with 41,883,335 shares issued and outstanding.

All common share amounts (except par value and par value per share amounts) have been retroactively restated to reflect the eight for one forward split, effective June 19, 2013.

The following details the stock transactions for the Company:

On February 10, 2010, the Company authorized the sale of 12,000,000 shares of its common stock to its founding President for $0.00125 per share for a total of $15,000 to provide initial working capital. The stock subscription was fully paid as of June 11, 2010.

On May 18, 2011, the Company received paid subscriptions for 4,000,000 shares at $0.00125 per share for a total of $5,000; on July 14, 2011, the Company received paid subscriptions for another 4,000,000 shares at $0.00125 per share for $5,000; and during August, September and October, 2011, the Company sold an additional 8,800,000 shares at $0.00125 per share for proceeds of $11,000.  All of these proceeds were used for administrative purposes or expenses. These shares were sold as a part of the Company’s public offering under its S-1 Registration Statement and related prospectus; this offering was closed and all certificates were issued as of October 31, 2011.

On January 7, 2013, the Company issued a total of 1,333,336 shares of common stock to one private investor for cash in the amount of $0.0375 per share for a total of $50,000.

On April 17, 2013, the Company issued a total of 800,000 shares of common stock to Nelan for cash in the amount of $0.0375 per share for a total of $30,000.

On May 6, 2013, the Company issued a total of 266,664 shares of common stock to Nelan for cash in the amount of $0.0375 per share for a total of $10,000.

On May 29, 2013, the Company issued a total of 8,000,000 shares of common stock to Antonio Martinez-Guzman, its sole officer and director, valued at $300,000 or $0.0375 per share as payment for services rendered to the Company. $15,000 was for payment of prior services and $285,000 was for services in the current year.

On July 23, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

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BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014 (unaudited)

On August 9, 2013, the Company entered into a Lease Purchase Agreement with Nelan Advisors Corporation, whereby Nelan sold certain oil and gas leases issued by the State of Wyoming to the Company.  The Company is a successor in interest to Nelan, which is a successor in interest to Gas Ventures LLC, the record owner of these leases.  The Company issued 1,000,000 shares of its common stock on the recording of the leases.

On September 18, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On October 10, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On November 18, 2013, the Company issued a total of 333,334 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $100,000.

On December 12, 2013, the Company issued a total of 200,000 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $60,000.

On December 12, 2103, the Company issued a total of 150,000 shares of common stock to Nelan for mining leases valued at $0.74 per share for a total of $111,000.

On January 22, 2014, the Company issued a total of 500,000 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $150,000.

NOTE 6 - LOANS FROM STOCKHOLDERS

The Company’s former President and former sole director along with another stockholder have advanced funds for organizational and administrative expenses.  

During the year ended April 30, 2013, the Company’s former president and former sole director along with another stockholder agreed to forgive debt outstanding totaling $37,468, which has been recorded as contributed capital.

The Company’s President and sole director has advanced funds for organizational and administrative expenses.  The total of these advances as of January 31, 2014, is $11,465.  The loans are unsecured and payable on demand. Consequently, the loans are reported as current liabilities.

NOTE 7 - FOREIGN CURRENCY TRANSLATION

Since the Company previously operated in Canada there was potential for transactions in Canadian dollars.  From inception, the only transactions were $7 net expense from conversion of Canadian currency paid for stock.  Assets and liabilities, if denominated in Canadian dollars, are revalued to United States dollars as of the reporting date.  The effect of such change in exchange rates is reported as a Cumulative Currency Translation Adjustment and included in Other Comprehensive Gains or (Losses) which, to date, have been nominal.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage and has generated no operating revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

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BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014 (unaudited)

NOTE 9 – RELATED PARTY TRANSACTIONS

During the nine months ended January 31, 2014, the Company’s President rendered invoices of $400,559 to the Company for Consulting Services and expenses paid on behalf of the Company. The President received $393,059 (including $300,000 of common stock) during the period to January 31, 2014, leaving an unpaid balance of $7,500, shown on the balance sheet as accounts payable –officer.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a lease agreement for a monthly rent of $700 on an office space for a period of July 11, 2013, through January 31, 2014, and $6,635 was paid for rent and service retainer during the nine months ended January 31, 2014.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated events through the date the financial statements were issued.  Except as indicated below, there are no subsequent events required to be reported.

On February 1, 2014, an addendum was executed amending the Company’s lease agreement of July 11, 2013, to reduce the lease amount charge to $600 per month until the end of the lease.

The $150,000 stock subscription receivable was received on February 10, 2014.

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

Special Note Regarding Forward-Looking Statements

In this Quarterly Report on Form 10-Q, references to “Bison Petroleum” the “Company,” “we,” “us,” “our” and words of similar import refer to Bison Petroleum, Corp., a Nevada corporation, unless the context requires otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain forward-looking statements, and for this purpose, any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control.  These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we have filed with the SEC, including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

Plan of Operation

We are an independent energy company presently in the developmental stage and engaged in the acquisition and planned exploration and development of certain oil and natural gas properties located in the Bighorn Basin in the State of Wyoming.  We presently have interests in approximately 840 acres in the Bighorn Basin. We also have a 50% working interest in approximately 11,292 acres of oil and gas leases located in Park County, Montana. Our current plans, including estimated costs, are to:

·

Acquire a 2D seismic evaluation of our acreage ($40,000);

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Undertake a gravity survey ($30,000);

·

Undertake seepage survey ($32,000);

·

Complete a new 3D seismic evaluation of our acreage ($200,000 to $400,000);

·

Evaluate our acreage position and acquire additional leases in the Bighorn Basin and elsewhere;

·

Plan to drill wells to 3,000 feet; and;

·

Plan our well spacing to 10 acres.

We presently have no reserves, and we are in the initial phase of our evaluation of our current leases and our planned development of these leases.  Depending upon the results of our evaluation and recommendations of our geologic consultants that we have engaged, drilling expenses in the Big Horn Basin for one (1) well are estimated to be between $850,000 and $1,052,000, which includes the estimated costs referenced above, along with approximately $50,000 for bonding and permitting processes; $300,000 for drilling; and approximately $200,000 for completion of any producing well drilled.  We do not have present estimates for these costs on our Park County, Montana leasehold interests.  We will require substantial additional funding or operating partners or others to fully implement our plans, and no assurance can be given that we will be able to raise the necessary capital or attract operators or others to participate with us in any drilling program that is undertaken.  Even if we are successful in attracting operators or others to participate with us, such participation may substantially reduce our interest in any well drilled.

We may also seek to create value through partnering with operators who have experience in developing and producing oil and gas on our leases and other acreage in the Bighorn Basin.

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Results of Operations

Three Months Ended January 31, 2014, Compared to the Three Months Ended January 31, 2013

During the three months ended January 31, 2014, and 2013, we had revenue of $0.  Operating expenses during the three months ended January 31, 2014, were $491,422, compared to $55,571, during the three months ended January 31, 2013.  The increase in operating expenses during the three months ended January 31, 2014, was directly related to officer compensation and oil and gas lease expense.  Administrative expenses increased during the three months ended January 31, 2014, due to increased company activity.  We had a net loss during the three months ended January 31, 2014, of $491,422, compared to $55,613 for the same period in 2013, with a cumulative loss of $1,661,078 from inception on February 9, 2010.

Nine Months Ended January 31, 2014, Compared to the Nine Months Ended January 31, 2013

During the nine months ended January 31, 2014, and 2013, we had revenue of $0.  Operating expenses during the nine months ended January 31, 2014, were $1,481,249, compared to $97,639, during the nine months ended January 31, 2013.  The increase in operating expenses during the nine months ended January 31, 2014, was directly related to officer compensation and oil and gas lease expense.  Administrative expenses also increased during the nine months ended January 31, 2014.  We had a net loss during the nine months ended January 31, 2014, of $1,481,249, compared to $97,770 for the same period in 2013.

Liquidity

We had cash at January 31, 2014, of $205.  At January 31, 2014, we had a negative working capital of $86,609, compared to negative working capital of $26,361 at April 30, 2013.

Capital Resources

During the nine months ended January 31, 2014, operating activities used net cash of $349,882, compared to $73,869 net cash used in the nine months ended January 31, 2013.

During the nine months ended January 31, 2014, we received cash from financing activities of $350,030, coming from proceeds from stock subscriptions, sale of common stock, and loans from stockholders, as compared to $75,781 provided in financing activities for the nine months ended January 31, 2013, of which $50,000 was from sale of common stock and $25,781 was loans from stockholders.

We intend to fund future operations for the next 12 months through cash flows generated from operations and current cash on hand.  These contributions are expected to satisfy amounts in accounts payable and can potentially be used to partially fund operations.  If these cash flows or cash on hand are not sufficient to fund operations, we may be required to raise capital through either debt or equity financing.  Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all.  If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the required financing, we may be forced to curtail our existing or planned future operations.  We believe our current resources will not enable us to continue our current planned operations for the next 12 months.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during the quarter ended January 31, 2014.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

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Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of January 31, 2014, our disclosure controls and procedures were effective, and provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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

On August 9, 2013, we entered into a Lease Purchase Agreement with Nelan Advisors Corporation, a BVI entity (“Nelan”), whereby Nelan sold us certain oil and gas leases issued by the State of Wyoming.  We are a successor in interest to Nelan in these leases.  We issued 1,000,000 shares of our common stock, comprised of “restricted securities” under SEC Rule 144, which shares are subject to resale in accordance with subparagraph (i) of Rule 144, on the recording of the leases.  Under the Lease Purchase Agreement, we will own not less than 80% of the net interest in the leases or the oil and gas, if any, recovered from these leases.  See our Current Report on Form 8-K dated August 9, 2013, which was filed with the SEC on August 12, 2013.  See Item 6.

On September 18, 2013, we issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On October 10, 2013, we issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On November 18, 2013, we accepted a Subscription Agreement, and on November 21, 2013, we issued a total of 333,334 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $100,000.

On December 12, 2013, the Company issued a total of 200,000 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $60,000.

On January 22, 2014, the Company issued a total of 500,000 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $150,000.

All of these shares were sold to persons who were “accredited investors” as defined in Rule 501 of Regulation D of the SEC, under Rule 506(b) thereof, and the offer and sale of these shares were exempt from the registration provisions of the Securities Act, by reason thereof.  In addition, we claim the exemptions from registration of the offer and sale of these shares under Sections 4(a)(2) and 4(a)(5) of the Securities Act of 1933, as amended (the “Securities Act”), along with Regulation S, for foreign sales.  State laws requiring the registration of the offer and sale of securities under Rule 506 are preempted by Section 18 of the Securities Act, save for “notice” filings and applicable fees.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

On October 2, 2013 we entered into an Agreement with Barry L. Whelan, a professional geoscientist, to provide services to the Company, including, but not limited to, geological consulting, management of field operations, representation on technical and management committees and preparation of qualifying reports on our oil and gas lease interests.  Mr. Whelan will be paid a monthly fee of $2,500 for up to five days of service.  Out of pocket expenses will also be reimbursed.  For

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additional information on this Agreement, see our 8-K Current Report dated October 2, 2013, which was filed with the SEC on October 10, 2013.  See Part II, Item 6.

On October 21, 2013, we entered into an Agreement with L. Alex Scarbrough Jr., an experienced hard minerals geologist to provide services to the Company including, but not limited to, geological consulting, management of field operations, representation on technical and management committees and preparation of a qualify report for a fee of $500 per day, with a three day per month minimum.  For additional information on this Agreement, see our 8-K Current Report dated October 21, 2013, which was filed with the SEC on October 25, 2013.  See Part II, Item 6.

Item 6. Exhibits.

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

Bison Petroleum, Corp.

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