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 the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]  No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]

Indicate by check mark whether the 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [  ]  No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of October 31, 2014, the last day of the second quarter of the fiscal year covered by this report, based upon the closing price of our common stock on that date ($0.11), was $2,401,667.

The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of June 30, 2015 was 800,000,000.

Documents Incorporated by Reference: None

2

BISON PETROLEUM, CORP.

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended April 30, 2015

TABLE OF CONTENTS

3

Preliminary Note

On April 10, 2015, Antonio Martinez-Guzman, President and CEO of Bison Petroleum, Corp. (“Bison” or the “Company”), the owner of 20,000,000 shares, representing approximately 47.75%, of the common stock of the Company, Nelan Advisors Corp., the owner of 3,749,999 shares, representing approximately 8.95%, of the common stock of the Company, and ACR Holdings Limited, the owner of 1,333,336 shares, representing approximately 3.18%, of the common stock of the Company, sold an aggregate of 25,083,335 shares, representing approximately 59.89% of the outstanding shares, of the Company’s common stock (the “Shares”), to Yong Xu (18,310,834 shares, representing approximately 43.72% of the Company’s then outstanding shares), Yahong Zhao (5,016,667 shares, representing approximately 11.98% of the Company’s then outstanding shares) and Yinghua Zhang (1,755,834 shares, representing approximately 4.20% of the Company’s then outstanding shares) for a total purchase price of $160,000, or $0.006 per Share. As a result of the sale of the Shares, Yong Xu became the principal stockholder of the Company.

On April 10, 2015, in conjunction with the closing of the sale of the Shares, our then Board of Directors elected Yong Xu and Yahong Zhao as directors of the Company, effective upon the closing, and Antonio Martinez-Guzman resigned all of his positions with the Company and as a director of the Company, effective at the closing. Following the closing, the new Board of Directors elected Yong Xu as Chairman, Yahong Zhao as Chief Executive Officer, and Changqing Liu as Chief Financial Officer, of the Company.

On May 13, 2015, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Yinhang Internet Technologies Development, Inc., a Nevada corporation (“Yinhang”), and the stockholders of Yinhang (the “Yinhang Stockholders”), pursuant to which we acquired 100% of the issued and outstanding capital stock of Yinhang in exchange for a total of 758,116,665 shares of our common stock (the “Share Exchange” or the “Yinhang Acquisition”).  After giving effect to the Share Exchange, we had outstanding 800,000,000 shares of common stock, representing all of our authorized shares of common stock.  

As a result of the Share Exchange, Yinhang became our wholly-owned subsidiary (which has subsequently been merged into our company), and we now own all of the outstanding capital stock of Yinhang HK, , which in turn owns all of the outstanding capital stock of Huashang, a Chinese limited company.  

Yinhang HK was established in Hong Kong on June 4, 2014 to serve as an intermediate holding company.  Huashang was established in the PRC on August 8, 2014, and on August 5, 2014 the local government of the PRC issued a certificate of approval regarding the foreign ownership of Huashang by Yinhang HK.   Prior to February 5, 2015, none of Yinhang, Yinhang HK or Huashang,Yinhang’s indirect wholly-owned subsidiary and a wholly-foreign owned enterprise under PRC law,  had any operations.

On February 5, 2015, Huashang entered into a series of agreements with each of Beijing Huashangjie Electronic Business Service Co., Ltd. (“Huashangjie” or “HSJ”),  Beijing UKT Investment Management Co., Ltd. (“UKT”), and Beijing Qianxian Media Advertising Co., Ltd. (“Qianxian Media”), and their respective shareholders, pursuant to which Huashang effectively controls the operations of Huashangjie, UKT and Qianxian Media and is entitled to receive the pre-tax profits of each of Huashangjie, UKT and Qianxian Media.

Huashangjie operates an Internet information service which provides a classified information platform to end user merchants who advertise their products or services on its website. Huashangjie was incorporated on December 22, 2009 in Beijing, China.  

UKT operates a virtual on-line web mall which enables merchants and manufacturers to sell their products to on-line customers through an on-line store, and provides hardware and software assistance to these merchants. UKT was incorporated on September 1, 2011 in Beijing, China.

Qianxian Media distributes a Chinese language agricultural magazine, free of charge, through distribution services provided by unaffiliated third parties and sells advertising space in the magazine and on the website “qianxianhuinong.com.” Qianxian Media was incorporated on December 19, 2006 in Beijing, China.

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For accounting purposes, the acquisition will be accounted for as a reverse acquisition and has been treated as a recapitalization of Bison effected by a share exchange, with Yinhang as the accounting acquirer.  Since none of Yinhang, Yinhang HK or Huashang had operations prior to February 5, 2015, the combined historical financial statements of Huashangjie, UKT and Qianxian Media, Yinhang’s affiliated entities, which it controls through the VIE Agreements are now the historical financial statements of the registrant, Bison. The assets and liabilities of Huashangjie, UKT and Qianxian Media have been brought forward at their book value and no goodwill has been recognized.

Prior to the Yinhang Acquisition, Yong Xu, Yahong Zhao and Yinghua Zhang owned approximately (i) 53.74%, 14.72% and 5.15%, respectively, or a total of 73.61%, of the outstanding shares of Yinhang, (ii) 73%, 20% and 7%, respectively, or a total of 100%, of the equity interests in each of Huashangjie, UKT and Qianxian Media, and (iii) 43.72%, 11.98% and 4.20%, respectively, or a total of 59.89%, of Bison’s outstanding shares.

For more detailed information concerning the foregoing transactions and the business now conducted by Bison through its variable interest entities in China, see our Current Report on Form 8-K/A filed on May 19, 2015.

Except as otherwise indicated, the information in this report relates to Bison Petroleum, Corp. as of the date of the financial statements included herein.

Except as otherwise indicated by the context, references in this report to “Company”, “GREE”, “BISON PETROLEUM, CORP.”, “BISN”, “GreenChoice”, “GreenChoice International, Inc.”, “we”, “us” and “our” are references to  BISON PETROLEUM, CORP.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

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PART I

Item 1. Business

Corporate History

We were incorporated in the State of Nevada under the name GreenChoice International, Inc. on February 9, 2010.  Our fiscal year end is April 30.  Prior to the Share Exchange referred to in the Preliminary Note, we were a “shell company” as that term is defined in Rule 12b-2 of the Exchange Act. We initially intended to market prefabricated log cabin style housing components to the Asian market.  Since inception and through April 30, 2013, our business operations were limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock for aggregate proceeds of $86,000, and working to establish relationships with firms in Asia that are already established and successful in the housing construction industry.

On April 30, 2013, the Company filed a change in control described in our Current Report on Form 8-K. At that time, our new management decided to pursue a new direction for the company.

On June 5, 2013, we filed Amended and Restated Articles of Incorporation, changing our name from GreenChoice International, Inc., to Bison Petroleum, Corp. The Financial Industry Regulatory Authority (“FINRA”) approved the name change on June 19, 2013. The primary purpose of this corporate action was to prepare the Company for a new business focus, in the petroleum industry, initially through the acquisition of existing petroleum companies, leases and/or interests. In connection with the change in our corporate name, we submitted an Issuer Company-Related Action Notification Form to FINRA requesting a change of our ticker symbol to “BISN.” FINRA granted approval of the Symbol Change effective July 22, 2013.

Effective June 19, 2013, the Company, with approval from FINRA, among other things, (i) increased the number of authorized shares of common stock of the Company from One Hundred Million (100,000,000), par value $ 0.001, to Eight Hundred Million (800,000,000), par value $0.001 and, (ii) authorized a forward split (the “Forward Split”) of its issued and authorized shares of common stock, whereby each old share of common stock was exchanged for eight 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.  Fractional shares were rounded upward.

On August 9, 2013, the Company entered into a Lease Purchase Agreement with Nelan Advisors Corporation, a BVI registered entity (“Nelan”), whereby Nelan conveyed an 80% interest in two oil and gas leases with respect to approximately 840 acres issued by the State of Wyoming which expire on August 2, 2015. Bison, as the successor in interest to Nelan (which was a successor in interest to Gas Ventures LLC, the record owner of these leases), issued 1,000,000 restricted shares of its common stock to Nelan on the recording of the leases. Royalty rates of the State of Wyoming under these leases was 16.6%.

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 with respect to 11,292 acres issued by the State of Montana that pertain to properties within the State of Montana for a term ending June 24, 2016. Bison, as the successor in interest to Nelan, issued 150,000 restricted shares of its common stock to Nelan and assumed the payment obligations of Nelan 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. All payments have been made.

Prior to the Share Exchange, we were 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 and the Muddy Creek in the State of Montana, with interests in approximately 840 acres in the Bighorn Basin and approximately 11,300 acres in Montana.

As stated in the Preliminary Note, on May 13, 2015 we consummated the Share Exchange with the former stockholders of Yinhang Internet Technologies Development, Inc., as a result of which we have abandoned our previous business plan to engage in the oil and gas business.

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Prior to the Share Exchange, we had one full-time employee, Antonio Martinez-Guzman, our sole director and executive officer.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 2. Properties

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures

Not applicable to smaller reporting companies.

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PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on OTC Pink Limited under the symbol “BISN.

The following table sets forth the high and low closing prices for our Common Stock per quarter as reported by OTC Markets for the periods indicated.

Holders

As of July 1, 2015, there were approximately 14 holders of record, based on information provided by our transfer agent.

Dividends

We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Recent Sales of Unregistered Securities

Except as previously reported in our Exchange Act filings, we did not issue any unregistered equity securities during the year ended April 30, 2015.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Repurchases of Our Equity Securities

No repurchases of our common stock were made during the fourth quarter of our fiscal year ended April 30, 2015.

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Item 6.  Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

On August 9, 2013, we acquired 12 oil and gas leases issued by the State of Wyoming. On December 12, 2013, the Company acquired certain oil and gas leases issued by the State of Montana. However, the oil and gas leases business was terminated in April 2015.  We entered a share exchange agreement with Yinhang Internet Technologies Development Inc. for acquiring 100% ownership interest of Yinhang and its subsidiaries, as described below:

On May 13, 2015, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Yinhang Internet Technologies Development, Inc., a Nevada corporation (“Yinhang”), and the stockholders of Yinhang (the “Yinhang Stockholders”), pursuant to which we acquired 100% of the issued and outstanding capital stock of Yinhang in exchange for a total of 758,116,665 shares of our common stock (the “Share Exchange” or the “Yinhang Acquisition”).  After giving effect to the Share Exchange, we had outstanding 800,000,000 shares of common stock, representing all of our authorized shares of common stock.  

As a result of the Share Exchange, Yinhang became our wholly-owned subsidiary, and we now own all of the outstanding capital stock of Yinhang HK, which in turn owns all of the outstanding capital stock of Huashang, a Chinese limited company.  On June 24, 2015, we filed a certificate of merger with the Office of the Secretary of State of Nevada merging our wholly-owned subsidiary, Yinhang Internet Technologies Development, Inc., a holding company without any operations of its own, with and into our company, in a short-form merger pursuant to Section 92.180 of the Nevada Revised Statutes, which under Nevada law does not require stockholder approval.

Yinhang HK was established in Hong Kong on June 4, 2014 to serve as an intermediate holding company.  Huashang was established in the PRC on August 8, 2014, and on August 5, 2014 the local government of the PRC issued a certificate of approval regarding the foreign ownership of Huashang by Yinhang HK.  

Prior to February 5, 2015, none of Yinhang, Yinhang HK or Huashang,Yinhang’s indirect wholly-owned subsidiary and a wholly-foreign owned enterprise under PRC law,  had any operations.

On February 5, 2015, Huashang entered into a series of agreements with each of Beijing Huashangjie Electronic Business Service Co., Ltd. (“Huashangjie” or “HSJ”),  Beijing UKT Investment Management Co., Ltd. (“UKT”), and Beijing Qianxian Media Advertising Co., Ltd. (“Qianxian Media”), and their respective shareholders, pursuant to which Huashang effectively controls the operations of Huashangjie, UKT and Qianxian Media and is entitled to receive the pre-tax profits of each of Huashangjie, UKT and Qianxian Media.

Huashangjie operates an Internet information service which provides a classified information platform to end user merchants who advertise their products or services on its website. Huashangjie was incorporated on December 22, 2009 in Beijing, China.  

UKT operates a virtual on-line web mall which enables merchants and manufacturers to sell their products to on-line customers through an on-line store, and provides hardware and software assistance to these merchants. UKT was incorporated on September 1, 2011 in Beijing, China.

Qianxian Media distributes a Chinese language agricultural magazine, free of charge, through distribution services provided by unaffiliated third parties and sells advertising space in the magazine and on the website “qianxianhuinong.com.” Qianxian Media was incorporated on December 19, 2006 in Beijing, China.  

Year Ended April 30, 2015, Compared to the Year Ended April 30, 2014

During the years ended April 30, 2015, and 2014, we had revenue of $0.  Operating expenses during the year ended April 30, 2015, were $77,076, compared to $1,521,216, during the year ended April 30, 2014.  The

9

decrease in operating expenses during the year ended April 30, 2015, was directly related to decreased operations resulting in decreased officer compensation, oil and gas lease expense and legal and accounting fees.  Administrative expenses decreased during the year ended April 30, 2015, due to decreased company activity. We accrued $4,918 of interest expense during the year ended April 30, 2015 ($0 in 2014).  We had a net loss during the year ended April 30, 2015, of $82,314, compared to $1,521,216 for the same period in 2014.

Liquidity

We had cash at April 30, 2015, of $0.  At April 30, 2015, we had a negative working capital of $805, compared to negative working capital of $126,577 at April 30, 2014.

Capital Resources

During the year ended April 30, 2015, operating activities used net cash of $86,811, compared to $604,719, net cash used in the year ended April 30, 2014.

During the year ended April 30, 2015, we received cash from financing activities of $85,042, coming from loans from stockholders, as compared to $606,430 provided in financing activities for the year ended April 30, 2014, from stock subscriptions, sale of common stock, and loans from stockholders.

We intend to fund future operations for the next 12 months through cash flows generated from operations since our reverse merger with Yinhang.  If these cash flows 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.   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 year ended April 30, 2015.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8.  Financial Statements and Supplementary Data

The report of the independent registered public accounting firm and the financial statements of the Company are included at the end of this report commencing on page F-1.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Dismissal of Anderson Bradshaw PLLC as Principal Accountant

On May 14, 2015, we advised Anderson Bradshaw that as a result of the reverse acquisition of Yinhang Internet Technologies Development, Inc. (the “Yinhang Acquisition”) it had been dismissed as our independent registered public accounting firm.

The dismissal of Anderson Bradshaw was approved by the Board of Directors of Bison.

Anderson Bradshaw audited the financial statements of Bison as at and for the years ended April 30, 2013 and 2014, and their report thereon did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the ability of Bison to continue as a going concern.  

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During the Company’s fiscal years ended April 30, 2014 and April 30, 2013, and through the date of the dismissal of Anderson Bradshaw (the “Dismissal Date”): (i) there were no disagreements between Bison and Anderson Bradshaw on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Anderson Bradshaw would have caused Anderson Bradshaw to make reference to the subject matter of the disagreement in its report on Bison’s financial statements for such years or during the interim period through the Dismissal Date, and (ii) there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

We provided Anderson Bradshaw PLLC with a copy of the foregoing disclosures in the Current Report on Form 8-K concerning its dismissal (the “Form 8-K”) and requested that Anderson Bradshaw furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not Anderson Bradshaw agreed with the Company's statements in that Form 8-K. A copy of the letter furnished by Anderson Bradshaw in response to that request was filed as Exhibit 16.2 to that Form 8-K.

Engagement of MJF & Associates, APC as Principal Accountant

On May 13, 2015, upon the consummation of the Yinhang Acquisition, we engaged MJF & Associates, APC (“MJF”) as its registered independent public accountants for the fiscal year ending December 31, 2015. The decision to engage MJF was approved by our Board of Directors.

MJF has been the registered independent public accountants for Huashangjie, UKT and Qianxian Media, Yinhang’s affiliated entities, and during the two most recent fiscal years ended December 31, 2014 and 2013 MJF audited the combined financial statements of Huashangjie, UKT and Qianxian Media and issued an audit report thereon as at and for the years ended December 31, 2014 and 2013.

During the Company's fiscal years ended April 30, 2014 and April 30, 2013, and through the date of the Form 8-K, the Company did not consult with MJF on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and MJF did not provide either a written report or oral advice to the Company that MJF concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of  Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Item 9A  Controls and Procedures

Disclosure Controls and Procedures

Management of Bison Petroleum, Corp. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at the end of the period covered by this report, such disclosure controls and procedures were not effective. This was due to our status as a shell company and our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

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In light of the foregoing, once we complete a business combination with an operating entity, we plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of April 30, 2015. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of April 30, 2015. In particular, our controls over financial reporting were not effective in the specific areas described in the “Evaluation of Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.

As of April 30, 2015, our Chief Executive Officer and Chief Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:

•  Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Not having such policies and procedures in place amounts to a material weakness in the Company’s internal controls over its financial reporting processes.

•  Representative with Financial Expertise — For the year ended April 30, 2015, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. All of our financial reporting is carried out by one individual, and we do not have an audit committee.  This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

•  Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is

12

secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

•  Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes due to limiting staffing. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

In light of the foregoing, once we complete a business combination with an operating entity, management plans to develop the following additional procedures to help address these material weaknesses:

•  We will create and refine a structure in which critical accounting policies and estimates are identified and, together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. We also intend to develop, implement and document policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.

•  We will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.

We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting since as a smaller reporting company our management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended April 30, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Prior to April 10, 2015, our sole director and officer was Antonio Martinez-Guzman, age 69, who had served as our President, Chief Executive Officer, Chief Financial Officer and as our sole director since August 3, 2012.

Antonio. Martinez-Guzman had over 30 years of sales and managerial experience. He studied law for three years at the Granada University, where he specialized in labor relations. From 2002 – 2004 Mr. Guzman was a sales manager for MELCO, S.L. an office furniture distributor in Seville, Spain. His duties while manager included developing business plans, and monitoring the performance and development of the account executives. From 2005 until 2006, Mr. Guzman was the human resources adviser for the company Human Resources & Personnel S.L. in Malaga, Spain. Mr. Guzman’s responsibilities at this firm were providing assistance to management and staff on human resource policies, procedures, and enterprise agreements. In 2007 Mr. Guzman accepted a position as managing director with Vecinos De Benalmadena, S.L., a local newspaper in Malaga, Spain. While with the newspaper, Mr. Guzman was responsible for the commercial aspects and the overall business policy of the newspaper. From 2010 to present, Mr. Guzman has maintained a consulting relationship with the newspaper.

For information concerning our current directors and executive officers, see our Current Report on Form 8-K/A filed on May 19, 2015.

Each of our officers is elected by the Company’s Board of Directors and their terms of office are at the discretion of the Board.  Our officers serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.

Our Board of Directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon our review of filings of beneficial ownership reports and our stock ownership records, we have concluded that no transactions by Officers, directors and greater than ten percent stockholders of the Company during FYE April 30, 2015 that were not reported.

Item 11. Executive Compensation

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, our only executive officer during the fiscal year ended April 30, 2015, for services rendered in all capacities to us.  

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Summary Compensation Table

(1) Includes amounts paid for consulting services, and expenses paid on behalf of the Company.

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No officer or director of the Company received any equity awards, or holds exercisable or unexercisable options, as of the year ended April 30, 2015.

Director Compensation

Our directors receive no extra compensation for their service on our board of directors.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30, 2015 by: (i) our director; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own. As of April 30, 2015, we had outstanding 41,833,335 shares of common stock. The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws, where applicable.

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For information concerning the ownership of our common stock by our directors and executive officers, and persons owning more than five percent of our outstanding shares of common stock after the Yinhang Acquisition, see our Current Report on Form 8-K/A filed on May 19, 2015.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Prior to the Yinhang Acquisition, the Company was dependent on Antonio Martinez-Guzman, its President, CEO and principal stockholder for periodic advances to fund minimal operating cash flows. The amounts advanced were temporary in nature, evidenced and secured by demand notes with no repayment terms and were non-interest bearing. As of April 30, 2014, the Company was indebted to Antonio Martinez-Guzman in the amount of $52,217.

On April 23, 2015, Antonio Martinez-Guzman, the Company’s President, forgave indebtedness payable to him in the amount of $208,085, which consisted of a loan, accrued interest, accrued management fees and expenses paid on behalf of the Company.

Director Independence

We do not have any independent directors (as that term is defined by the rules of The Nasdaq Stock Market) since our only director is an executive officer of the Company.

Item 14.  Principal Accountant Fees and Services

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Audit Fees

During the fiscal years ended April 30, 2014, we incurred approximately $20,350 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended April 30, 2014.

During the fiscal year ended April 30, 2015, we incurred approximately $8,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for fiscal year ended April 30, 2015.

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Audit-Related Fees

The aggregate fees billed during the fiscal years ended April 30, 2014 and 2015 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $-0- and $-0-, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended April 30, 2014 and 2015 for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning were $1,800 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended April 30, 2014 and 2015 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

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PART IV

ITEM 15.  EXHIBITS.

(a)  Exhibits

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

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BISON PETROLEUM, CORP.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

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Russell E. Anderson, CPA

Russ Bradshaw, CPA

William R. Denney, CPA

Kristofer Heaton, CPA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Bison Petroleum, Corp.

We have audited the accompanying balance sheet of Bison Petroleum, Corp. (the “Company”) as of April 30, 2014, and the related statements of operations,  stockholders’ equity (deficit), and cash flows for the year ended April 30, 2014. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bison Petroleum, Corp. as of April 30, 2014, and the results of its operations and its cash flows for the year ended April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial stat The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 6 to the financial statements, the Company has recurring losses and has not generated revenues from its planned principal operations.  These factors raise substantial doubt that the Company will be able to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anderson Bradshaw PLLC

5296 S. Commerce Dr

Salt Lake City, Utah

Suite 300

June 1, 2015

Salt Lake City, Utah 84107

USA

(T) 801.281.4700

(F) 801.281.4701

abcpas.net

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Bison Petroleum, Corp

We have audited the accompanying balance sheets of Bison Petroleum Corp as of April 30, 2015, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended. Bison Petroleum Corp’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bison Petroleum Corp as of April 30, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 6 to the financial statements, the Company has accumulated deficit of $1,783,359 as of April 30, 2015 and incurred an operating deficit since its inception and has no revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern. 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 as a going concern.

515 S. Flower Street, Suite 3600, Los Angeles, CA 90071 Telephone: (213) 626-2701 Fax: (866) 510-6726

Los Angeles • San Diego • San Francisco • Dallas • New York

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BISON PETROLEUM, CORP.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2015 AND 2014

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Bison Petroleum, Corp. (f/k/a GreenChoice International, Inc.) (the “Company” or “Bison”) was incorporated on February 9, 2010, under the laws of the State of Nevada.  The business purpose of the Company was to market prefabricated log cabin type homes in countries outside North America.  The planned operations have ceased.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.  There are no such estimates included in these financial statements.

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 $0 as of April 30, 2015 and $1,768 as of April 30, 2014.

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. The income (loss) per share calculation and weighted average shares calculation take into account the forward stock split discussed in Note 4.

Recently Enacted Accounting Standards

In January 2014, FASB issued, Accounting Standards Update (“ASU”) 2014-05, Service Concession Arrangements (ASC Topic 853). The objective of this Update is to specify that an operating entity should not account for a service concession arrangement within the scope of this Update as a lease in accordance with FASB ASC Topic 840, Leases. Service concession arrangements may become more prevalent in the US as public-sector entities seek alternative ways to provide public services on a more efficient and cost-effective basis. The amendments apply to an operating entity of a service concession arrangement entered into with a public-sector entity grantor when the arrangement meets certain conditions. The amendments in this Update should be applied on a modified retrospective basis to service concession arrangements that exist at the beginning of an entity’s fiscal year of adoption. The

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modified retrospective approach requires the cumulative effect of applying this Update to arrangements existing at the beginning of the period of adoption to be recognized as an adjustment to the opening retained earnings balance for the annual period of adoption. The amendments are effective for a public business entity for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this ASU did not affect the Company’s financial statements.

The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in FASB ASC 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

The FASB issued ASU No. 2014-12, Compensation - Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial position and results of operations.

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 services and office space so provided as contributed capital in accordance with ASC 225-10-S99-4.  From inception (February 9, 2010) through April 30, 2015, the fair value of services and office space provided without cost 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 April 30, 2015 of approximately $1.78 million will begin to expire in 2031.  Using an estimated rate of 35%, deferred tax assets of approximately $0.62 million were offset by the valuation allowance.

The Company has no tax positions at April 30, 2015 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, 2015, the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at April 30, 2015 and 2014.  All tax years starting from 2010 are open for examination.  

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NOTE 4 - 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 was exchanged for Eight (8) new shares of the Company’s common stock, for shareholders of record as of June 17, 2013, and effective on the OTCBB market for the Company’s common stock on June 19, 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 April 30, 2015, 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 May 6, 2013, the Company issued a total of 266,664 shares of common stock to one private investor 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 year ended April 30, 2014.

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.

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, 2013, 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.

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NOTE 5 - 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 former President and former sole director has advanced funds for organizational and administrative expenses.  The total of these advances as of April 23, 2015, is $202,907.  The loans are unsecured and payable on demand. Consequently, the loans are reported as current liabilities. $100,000 of the loan and accrued interest at 5% is payable at $0.30 per share at the option of the Company. The $100,000 is due April 11, 2015 with accrued interest of $5,178.

On April 23, 2015, the former President forgave debt in the amount of $208,085 as a capital contribution to the Company. The amounts consisted of a loan, accrued interest, accrued management fees and expenses paid on behalf of the Company.

NOTE 6 - 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, 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.

NOTE 7 - COMMITMENTS

The Company terminated its lease agreement on July 31, 2014.  The Company recorded $3,328 rental expense for the year ended April 30, 2015.

NOTE 8 - SUBSEQUENT EVENTS

On May 13, 2015, the Company entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Yinhang Internet Technologies Development, Inc., a Nevada corporation (“Yinhang”), and the stockholders of Yinhang (the “Yinhang Stockholders”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Yinhang in exchange for a total of 758,116,665 shares of the Company’s common stock (the “Share Exchange” or the “Yinhang Acquisition”).  After giving effect to the Share Exchange, the Company had outstanding 800,000,000 shares of common stock, representing all of the Company authorized shares of common stock.  

As a result of the Share Exchange, Yinhang became the Company’s wholly-owned subsidiary, and the Company now owns all of the outstanding capital stock of Yinhang HK, which in turn owns all of the outstanding capital stock of Huashang, a Chinese limited company.  On June 24, 2015, the Company filed a certificate of merger with the Office of the Secretary of State of Nevada merging its wholly-owned subsidiary, Yinhang, a holding company without any operations of its own, with and into our company, in a short-form merger pursuant to Section 92.180 of the Nevada Revised Statutes, which under Nevada law does not require stockholder approval.

Yinhang HK was established in Hong Kong on June 4, 2014 to serve as an intermediate holding company.  Huashang was established in the PRC on August 8, 2014, and on August 5, 2014 the local government of the PRC issued a certificate of approval regarding the foreign ownership of Huashang by Yinhang HK.  

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Prior to February 5, 2015, none of Yinhang, Yinhang HK or Huashang,Yinhang’s indirect wholly-owned subsidiary and a wholly-foreign owned enterprise under PRC law,  had any operations.

On February 5, 2015, Huashang entered into a series of agreements with each of Beijing Huashangjie Electronic Business Service Co., Ltd. (“Huashangjie” or “HSJ”), Beijing UKT Investment Management Co., Ltd. (“UKT”), and Beijing Qianxian Media Advertising Co., Ltd. (“Qianxian Media”), and their respective shareholders, pursuant to which Huashang effectively controls the operations of Huashangjie, UKT and Qianxian Media and is entitled to receive the pre-tax profits of each of Huashangjie, UKT and Qianxian Media.

Huashangjie operates an Internet information service which provides a classified information platform to end user merchants who advertise their products or services on its website. Huashangjie was incorporated on December 22, 2009 in Beijing, China.  

UKT operates a virtual on-line web mall which enables merchants and manufacturers to sell their products to on-line customers through an on-line store, and provides hardware and software assistance to these merchants. UKT was incorporated on September 1, 2011 in Beijing, China.

Qianxian Media distributes a Chinese language agricultural magazine, free of charge, through distribution services provided by unaffiliated third parties and sells advertising space in the magazine and on the website “qianxianhuinong.com.” Qianxian Media was incorporated on December 19, 2006 in Beijing, China.  

For accounting purposes, the acquisition of Yinhang by Bison has been accounted for as a reverse acquisition and has been treated as a recapitalization effected by a share exchange, with Yinhang as the accounting acquirer.  Since none of Yinhang, Yinhang HK or Huashang had operations prior to February 5, 2015, the combined historical financial statements of Huashangjie, UKT and Qianxian Media, Yinhang’s affiliated entities, which it controls through the VIE Agreements are now the historical financial statements of the registrant, Bison. The assets and liabilities of Huashangjie, UKT and Qianxian Media have been brought forward at their book value and no goodwill has been recognized.

Yinhang’s shareholders become the majority shareholders and have control of the Company and, Bison was a non-operating public shell prior to the acquisition. As a result of the acquisition of Yinhang, Bison is no longer a shell company. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered a capital transaction in substance, rather than a business combination. Accordingly, no pro forma financial information was presented since it is a recapitalization of the Company.

The following chart shows the current organizational structure of the Company:

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For more detailed information concerning the foregoing transactions and the business now conducted by Bison through its variable interest entities in China, see the Company’s Current Report on Form 8-K/A filed on May 19, 2015.

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