# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 10-QSB

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(Mark One)

|x |  | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934 for the
quarterly period ended January 31, 2006.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------

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

Commission file number
000-27297

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Bison Instruments, Inc. (Name of Small Business
Issuer in its charter)

|Minnesota                                                       | E41-0947661                        
|--------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (I.R.S. EmployerIdentification No.)

|7725 Vasserman Trail, Chanhassen, MN    | 55317     
|--------------------------------------- | ----------
|(Address of principal executive office) | (Zip Code)

Issuers telephone
number    (952) 938-1055

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

|Title of each class |  | Name of each exchange on whichregistered
|------------------- |  | ----------------------------------------
|N/A                 |  |                                         

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

Common Stock

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Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the Issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. (1)
YESxNO
o(2) YES
xNOo

| | Indicated by check mark whether the registrant is a shell company (as defined in
Rule 12 b-2 of the Exchange Act).YES
xNO
o
| | ---------------------------------------------------------------------------------------------------------------------------

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

State issuers revenue for its
most recent fiscal year:  NIL

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares
outstanding of each of the Issuers classes of common equity, as of the latest
practicable date: As of January 31, 2006, the Issuer had 888,180 shares of common stock,
par value $0.10, issued and outstanding.

| | Transitional Small Business Disclosure Format(Check One): YESo
NO
x
| | -------------------------------------------------------------------





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# PART I

# Item 1.    Interim Period
Consolidated Financial Statements

# CONSOLIDATED BALANCE
SHEETS

|                                   |  | January 312006(unaudited)$ |  | October 312005$
|---------------------------------- |  | -------------------------- |  | ---------------
|                                   |  |                            |  |                
|ASSETS                             |  |                            |  |                
|Cash                               |  |                            |  | 1,445          
|                                   |  |                            |  |                
|                                   |  |                            |  | 1,445          
|                                   |  |                            |  |                
|CURRENT LIABILITIES                |  |                           
|Accrued liabilities                |  |                            |  | 18,207         
|                                  
|Advances from shareholder (note 3) |  |                            |  | 72,600         
|                                   |  |                            |  |                
|                                   |  |                            |  | 90,807         
|                                   |  |                            |  |                
|STOCKHOLDERS EQUITY (DEFICIENCY)  |  |                           
|Capital stock                      |  |                            |  | 88,818         
|Additional paid in capital         |  |                            |  | 913,826        
|Deficit                            |  |                            |  | (1,092,006     
|                                   |  |                            |  |                
|                                   |  |                            |  | (89,362        
|                                   |  |                            |  |                
|                                   |  |                            |  | 1,445          
|                                   |  |                            |  |                

CONSOLIDATED STATEMENTS
OF OPERATIONS AND DEFICIT(unaudited)

|                                            |  | Three Months Ended January 31
|------------------------------------------- |  | -----------------------------
|
|                                            |  |                              
|Interest income                             |  |                              
|                                            |  |                              
|                                           
|Expenses                                    |  |                              
|Professional fees                           |  |                              
|Shareholder relations                       |  |                              
|Management fees                             |  |                              
|Office and general                          |  |                              
|                                            |  |                              
|                                            |  |                              
|                                            |  |                              
|                                           
|Loss for the period                         |  |                              
|                                           
|Deficit, beginning of period                |  |                              
|                                            |  |                              
|                                           
|Deficit, end of period                      |  |                              
|                                            |  |                              
|                                           
|Basic and diluted earnings (loss) per share |  |                              
|                                            |  |                              
|                                           
|Weighted average number of shares           |  |                              
|                                            |  |                              

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

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# CONSOLIDATED
STATEMENTS OF CASH FLOWS(unaudited)

|                                                                    |  | Three Months Ended January 31
|------------------------------------------------------------------- |  | -----------------------------
|
|                                                                    |  |                              
|Cash provided by (used in):                                         |  |                              
|                                                                   
|Cash flows from operating activities:                               |  |                              
|Loss for the period                                                 |  |                              
|                                                                   
|Changes in non-cash working capital balances related to operations: |  |                              
|Accrued liabilities                                                 |  |                              
|                                                                    |  |                              
|Net cash used in operating activities                               |  |                              
|Financing:                                                          |  |                              
|Increase in advances from shareholder                               |  |                              
|                                                                    |  |                              
|                                                                   
|Net decrease in cash                                                |  |                              
|                                                                   
|Cash, beginning of period                                           |  |                              
|                                                                    |  |                              
|                                                                   
|Cash, end of period                                                 |  |                              
|                                                                    |  |                              

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

# Notes to interim period
consolidated financial statements:

# 1. Going Concern
Uncertainty

These interim period consolidated
financial statements have been prepared on the going concern basis which assumes that the
Company will continue in operation for the foreseeable future and be able to realize its
assets and discharge its liabilities in the normal course of business. There is
significant doubt about the appropriateness of the use of the going concern assumption
because the Company experienced a loss and negative cash flow in the current period. The
application of the going concern basis is dependent on the continued support of AndusInc., the majority shareholder who has committed to support the Company financially
for its normal management and corporate expenses at levels of present expenditures until
February 1, 2007. Management continues to pursue other business opportunities for the
Company including merger opportunities with other businesses, which may result in a
reverse-take-over of the company. However, there is no guarantee that management will be
successful in their endeavours.

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

# 2. Significant
Accounting Policies

The unaudited interim period
consolidated financial statements have been prepared by the Company in accordance with
United States generally accepted accounting principles for interim financial statements
and do not conform in all respects to the requirements for generally accepted accounting
principles for annual financial statements.

The financial statements do not
include footnotes and certain financial presentations normally required under generally
accepted accounting principles; and, therefore, should be read in conjunction with the
Companys Annual Report on Form 10-KSB for the year-ended October 31, 2005.

# 3. Related Party
Transactions

The advances from shareholder are
payable to Andus Inc., the majority shareholder of the Company. The advances are
non-interest bearing, unsecured, and have no specific terms of repayment. Because the
Company has no means to generate the revenue necessary to pay its obligations to
regulatory bodies, directors, accountants and lawyers, Andus has undertaken to fund the
Companys normal management and corporate expenses at levels of present expenditures
until at least February 1, 2007, and not to demand repayment of the advances from
shareholder before February 1, 2007. During the period ended January 31, 2006, Andus Inc.
advanced an additional $6,000 to the Company.

The General Manager, Larry Martin,
administers the corporate affairs of the Company and monitors residual business matters.
During the period, the Company paid Mr. Martin $1,200 for these services. An office is
maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin. An
affiliate of Andus Inc., the majority shareholder, provides management and accounting
services at no charge to the Company.

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# Item 2.   Managements
 Discussion of Financial Condition and Results of Operations.

The net loss for the three months of
fiscal year 2006 was $9,182 or $0.01 per share, compared with a net loss of $9,926 or
$0.01 per share for the same period last year.

No sales were recorded for the
Company in the three months of fiscal years 2006 and 2005.

The sale by Bison of its product
lines in prior years has essentially rendered Bison inactive.

The General Manager, Larry Martin,
administers the corporate affairs of the Company and monitors residual business matters.
During the period, the Company paid Mr. Martin $1,200 for these services. An office is
maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin. An
affiliate of Andus Inc., the majority shareholder, provides management and accounting
services at no charge to the Company.

The Company has income tax losses of
approximately $1,668,600 available for carry forwards, which may be used to reduce future
years taxable income and for which the benefit has not been recorded. These losses
expire between 2011 and 2020.

The Company has no means to generate
revenue necessary to pay its obligations to regulatory bodies, directors, accountants and
lawyers. In this regard, Andus Inc., the majority shareholder has committed to support the
Company for its normal management and corporate expenses at levels of present expenditure
until February 1, 2007.

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

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

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

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# PART II

# Item 1.   Legal
Proceedings.

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

# Item 2.   Changes in
Securities

The instruments defining the rights
of shareholders have not been materially modified during the quarterly period of the
report. The rights evidenced by any class of registered securities have not been
materially limited or qualified by the issuance or modification of any other class of
securities.

# Item 3.   Defaults Upon
Senior Securities

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

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

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

# Item 5.   Other Information

N/A

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# Part III

# Item 1.   Exhibits and
Reports on Form 8-K

|(a) |  | Exhibits
|--- |  | --------

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

The Company is not subject to any voting trust agreements.

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

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

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# SIGNATURES

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

|By: |  | /s/  
Bison Instruments Inc.
|--- |  | ----------------------------

| | /s/  Edward G. Lampman
              
    (signature)                           | 
| | ------------------------------------------------------------------------------- | 
| | Edward G. Lampman
Chief Executive Officer, Chief Financial Officer and Director | 

Date:    March 3, 2006

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

|By: |  | /s/  
Bison Instruments Inc.
|--- |  | ----------------------------

| | /s/  Edward G. Lampman
              
    (signature)                           | 
| | ------------------------------------------------------------------------------- | 
| | Edward G. Lampman
Chief Executive Officer, Chief Financial Officer and Director | 

Date:    March 3, 2006

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