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

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# FORM 10-KSB

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(Mark One)

|x |  | ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934 for the
fiscal year ended October 31, 2005
|- |  | --------------------------------------------------------------------------------------------------------------------------

|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 which
registered
|------------------- |  | -----------------------------------------
|N/A                 |  |                                          

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

---

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

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-KSB or any amendment to this Form   10-KSB.o

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

State the aggregate market value of
the voting stock held by  non-affiliates  computed by reference to the price at which the
stock was sold,  or the  average bid and asked  price of such  stock,  as of a specified
 date within the past 60 days (see definition of affiliate in Rule 12b-2):  $166,805 as
of October 31, 2005.

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State the number of shares
outstanding of each of the Issuers classes of common equity, as of the latest
practicable date: As of October 31, 2005, the Issuer had 888,180 shares of common stock,
par value $0.10, issued and outstanding.

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

| | Transitional  Small  Business  Disclosure  Format  (Check  One):  YES
oNOx
| | --------------------------------------------------------------------------





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# Part I

# Item 1.   Description of
Business

The Company was incorporated under
the laws of the State of Minnesota on January 18, 1968.

The Company has not been subject to
any bankruptcy, receivership or similar proceedings.

The  Company  was  engaged  in  the
 manufacture  and  sale  of  electronic   instrumentation.   The  Company  sold
substantially  all of its  operating  assets  during the two fiscal  years of 1998 and
1999 and in the fiscal  year 2000 made sales of residual  seismic product  inventory on
hand and interest  income.  In the fiscal years 2004 and 2005, the business was
commercially  inactive.  In June 1998, Bison sold its seismic product lines, and in
November 1998,  Bison sold its  Airport  Runway  Friction  Measurement  System  (the
 Mu-Meter).  The sales  included  the intellectual property and inventory of the
product lines.

The Company pays a director to
administer  its corporate  affairs and monitor  residual  business  matters.  During the
year the Company paid $4,650 to this  director  for these  services.  An affiliate of
Andus Inc.,  the majority shareholder, provides management and accounting services at no
charge to the Company.

Subject to market  conditions and
 opportunities,  the Company intends to maintain its existing  efforts to explore various
 alternatives,  including  acquisition  opportunities,  for the future use of the public
corporate  entity. The Company's  discretion in the selection of business  opportunities
is unrestricted,  subject to the availability of such opportunities, economic conditions,
and other factors.

Bison has a wholly  owned
 subsidiary,  Bison  International,  Inc.,  which  was  incorporated  in the U.S.  Virgin
Islands.  Bison  International,  Inc,  processed  some  international  sales of the
Company in the past, but is now inactive.

Andus  Inc.,  a Delaware
 corporation,  owns 67.05% of the  Company.  Andus Inc. is a wholly  owned  subsidiary
 of Androcan Inc., a Canadian  corporation.  Androcan Inc.,  directly or indirectly,
 also owns a controlling  interest in Pylon  Electronics  Inc. and Canbar Inc.,  which
are involved in the  manufacture and sale of various retail and industrial products.  Mr.
Barrie D. Rose and members of his family control Androcan Inc.

The Company sends out audited
financial  statements for each fiscal year-end to its security  holders.  The company
also files quarterly and annual reports with the Securities and Exchange Commission.

---

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-KSB are
 forward-looking  statements based on current  expectations,  and involve risks and
uncertainties.  Forward-looking  statements include, but are not limited to, the
operation of the business and to statements  regarding the general  description of
Management's plan to seek other business  opportunities  including merger  opportunities
 with other businesses which may result in a  reverse-take-over  of the  Company,  and
the manner in which the Company  may  participate  in such  business opportunities.

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

# Item 2.   Description of
Property.

The Company  maintains a limited
operation through an office at 7725 Vasserman Trail,  Chanhassen,  Minnesota.  The space
has been provided free of charge by Mr. Larry Martin,  who is the General  Manager and
also a director of the Company.

The Company does not currently hold
investments in real estate or mortgages relating to real estate.

# Item 3.   Legal
Proceedings.

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

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

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

---

# Part II

# Item 5.   Market Price of
and Dividends On the Registrants Common Equity and Related Stockholder Matters.

The Companys  common equity is
traded  principally on the OTCBB  Bulletin Board service.  The high and low bids on the
 Companys  common  equity for each quarter in the last two fiscal years  periods are set
out in the  following table.

|Fiscal Year |  | High |   | Low 
|----------- |  | ---- | - | ----
|           
|2004 Q1     |  |      | $ | 0.39
|2004 Q2     |  |      | $ | 0.72
|2004 Q3     |  |      | $ | 0.32
|2004 Q4     |  |      | $ | 0.32
|2005 Q1     |  |      | $ | 0.57
|2005 Q2     |  |      | $ | 0.84
|2005 Q3     |  |      | $ | 1.05
|2005 Q4     |  |      | $ | 1.01

The information above was obtained
from Company records and from market activity reports available on the nasdaq.com website.
These are over the counter market quotations that reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual transactions.

Because the securities of the Company
may constitute penny stocks as defined in the Securities and Exchange
Commission rules, the Companys securities may be subject to rules that impose
special sales practice requirements upon broker-dealers who sell such securities to
persons other than established customers or accredited investors. For purposes of the
rule, the phrase accredited investors means, in general terms, institutions
with assets in excess of $5,000,000 or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a
spouses income, exceeds $300,000). For transactions covered by the rules, the
broker-dealer must make a special suitability determination for the purchaser and receive
the purchasers written agreement to the transaction prior to the sale. Consequently,
the rules may affect the ability of broker-dealers to sell the Companys securities
and also may affect the ability of purchasers in the offering to sell their securities in
any market that might develop therefor.

In addition, the Securities and
Exchange Commission has adopted a number of other rules to regulate penny
stocks. Such rules include Rules 3a51-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-8,
and 15g-9 under the Securities and Exchange Act of 1934, as amended. The rules may further
affect the ability of the Companys shareholders to sell their shares in any public
market, which might develop.

---

Shareholders should be aware that,
according to Securities and Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such patterns
include (i) control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases; (iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-dealers after the prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Companys management is aware of the abuses that have
occurred historically in the penny stock market. Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of practical
limitation to prevent the described patterns from being established with respect to the
Companys securities.

There are 269 holders of the stock of
the company. There are no limits on the companys ability to pay dividends. No
dividends have been paid in the last two fiscal years.

# Item 6.   Managements
Discussion of Financial Condition and Results of Operations.

The net loss for 2005 was $60,005 or
$0.07 per share, compared with a loss in 2004 of $32,488 or $0.04 per share.

No sales were recorded for the
Company in the fiscal years 2005 and 2004, as a result of Bison selling its product lines
in 1999.

The sale by Bison of its product
lines in prior years has essentially rendered Bison inactive. The General Manager, Larry
Martin, administers the corporate affairs of the Company and monitors residual business
matters. During the fiscal year, the Company paid Mr. Martin $4,650 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.

At October 31, 2005, the Company has
income tax losses of approximately $1,709,500 available for carry forwards, which may be
used to reduce future years taxable income and for which the benefit has not been
recorded. These losses expire between 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 November 1, 2006.

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.

---

# Item 7.   Consolidated
Financial Statements

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
andStockholders of Bison Instruments, Inc.

We have audited the accompanying
consolidated balance sheet of Bison Instruments, Inc. as of October 31, 2005, and the
related consolidated statements of operations and deficit and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
companys management. Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the companys internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
financial position of Bison Instruments, Inc. as of October 31, 2005, 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.

The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the consolidated financial statements, the Company has
suffered recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of this
uncertainty.

/s/Eide Bailly LLP

Minneapolis, MinnesotaJanuary
20, 2006

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BISON INSTRUMENTS, INC.
(Expressed in United States dollars)Year ended October 31, 2004

Report of the Independent
Registered Public Accounting Firm

To the Directors and Stockholders of
Bison Instruments, Inc.

We have audited the accompanying
consolidated balance sheet of Bison Instruments, Inc. and its subsidiary as of October 31,
2004 and the related consolidated statements of operations and deficit and cash flows for
the year then ended. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated 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 our audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. 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 consolidated
financial statements referred to above present fairly, in all material respects, the
financial position of Bison Instruments Inc. and its subsidiary as of October 31, 2004 and
the results of their operations and their cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the consolidated financial statements, the Company has
suffered recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of this
uncertainty.

KPMG LLPChartered Accountants

Toronto, CanadaFebruary
3, 2005

---

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

|October 31, 2005 and 2004                         |  |  |   |           
|------------------------------------------------- |  |  | - | ----------
|                                                  | 
|
|                                                  | 
|                                                 
|Assets                                            |  |  |   |           
|                                                 
|Cash                                              |  |  | $ | 2,272     
|                                                 
|                                                  | 
|                                                  |  |  | $ | 2,272     
|                                                  | 
|                                                 
|Liabilities and Stockholders Equity (Deficiency) |  | 
|                                                 
|Current liabilities:                              |  | 
|Accrued liabilities                               |  |  | $ | 15,852    
|                                                 
|Advances from shareholder (note 3)                |  |  |   | 66,600    
|                                                 
|Stockholders equity (deficiency):                |  | 
|Share capital (note 5)                            |  |  |   | 1,002,644 
|Deficit                                           |  |  |   | (1,082,824
|                                                  | 
|                                                  |  |  |   | (80,180   
|Going concern uncertainty(note 2)                 |  | 
|                                                  | 
|                                                  |  |  | $ | 2,272     
|                                                  | 

See accompanying notes to
consolidated financial statements.

---

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

|Years ended October 31, 2005 and 2004 |  |  |   |           
|------------------------------------- |  |  | - | ----------
|                                     
|
|                                     
|                                     
|Interest income                       |  |  | $ |          
|                                     
|Expenses:                             |  | 
|Shareholder relations                 |  |  |   | 17,823    
|Professional fees                     |  |  |   | 33,610    
|Management fees                       |  |  |   | 4,650     
|Directors' fees                       |  |  |   | 2,000     
|Office and general                    |  |  |   | 1,922     
|                                     
|                                      |  |  |   | 60,005    
|                                     
|                                     
|Loss for the year                     |  |  |   | (60,005   
|                                     
|Deficit, beginning of year            |  |  |   | (1,022,819
|                                     
|                                     
|Deficit, end of year                  |  |  | $ | (1,082,824
|                                     
|                                     
|Earnings (loss) per share             |  |  | $ | (0.07     
|                                     

See accompanying notes to
consolidated financial statements.

---

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

|Years ended October 31, 2005 and 2004                               |  |  |   |        
|------------------------------------------------------------------- |  |  | - | -------
|                                                                   
|
|                                                                   
|                                                                   
|Cash provided by (used in):                                         |  |  |   |        
|                                                                   
|Cash flows from operating activities:                               |  | 
|Loss for the year                                                   |  |  | $ | (60,005
|Changes in non-cash working capital balances related to operations: |  | 
|Accrued Liabilities                                                 |  |  |   | 6,752  
|                                                                   
|                                                                   
|Net cash used in operating activities                               |  |  |   | (53,253
|Financing:                                                          |  | 
|Increase in advances from shareholder                               |  |  |   | 52,000 
|                                                                   
|                                                                   
|Net decrease in cash                                                |  |  |   | (1,253 
|                                                                   
|Cash, beginning of year                                             |  |  |   | 3,525  
|                                                                   
|                                                                   
|                                                                   
|Cash, end of year                                                   |  |  | $ | 2,272  
|                                                                   

See accompanying notes to
consolidated financial statements.

---

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

Years ended October 31,
2005 and 2004


---

Bison Instruments, Inc. (the
Company) was engaged in the manufacture and sale of electronic
instrumentation. The Company sold substantially all of its operating assets during the two
fiscal years of 1998 and 1999. In the fiscal years 2004 and 2005, the business was
commercially inactive. Andus Inc. (Andus) owns approximately 67.05% of the
Companys outstanding common stock. Andus is a subsidiary of Androcan Inc. of
Toronto, Canada.

|1. | Significant
accounting policies:
|-- | --------------------------------

|(a) |  | Basis
of presentation:
|--- |  | ----------------------

| |  | These consolidated
financial statements include the accounts of the Companys wholly owned subsidiary,
Bison International, Inc., which is inactive. All significant intercompany transactions
and balances have been eliminated.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A Statement
of Stockholders Equity has not been presented as there has been no change in issued
share capital in each of the years ended October 31, 2005 and 2004 and changes in deficit
are presented in the consolidated Statement of Operations and Deficit for each of those
years.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Income
taxes:
|--- |  | -------------

| |  | The Company
accounts for income taxes in accordance with the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under
the asset and liability method of Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Revenue
recognition:
|--- |  | --------------------

| |  | The Company
recognizes interest income as earned.
| |  | -------------------------------------------------

---

|(d) |  | Earnings
(loss) per share:
|--- |  | --------------------------

| |  | Basic earnings
(loss) per share are computed by dividing net earnings by the weighted average shares
outstanding during the year. For each of the years ended October 31, 2005 and 2004 there
were no outstanding dilutive securities. The earnings (loss) per share computations are
based on the weighted average number of common shares outstanding of 888,180 during each
year.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | Use
of estimates:
|--- |  | -----------------

| |  | The preparation
of consolidated financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and revenues
and expenses during the year. Actual results could differ from those estimates.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Going concern
uncertainty
|-- | -------------------------

| | These consolidated
financial statements have been prepared on the going concern basis, which assumes that
the Company will continue in operation for the foreseeable future and be able to realize
its assets and discharge its liabilities in the normal course of business. There is
significant doubt about the appropriateness of the use of the going concern assumption
because the Company experienced losses and negative cash flows in the current and prior
years and has a stockholders deficiency. The application of the going concern basis
is dependent on the continued support of Andus Inc., the majority shareholder, who has
committed to support the Company financially for its normal management and corporate
expenses at levels of present expenditures until November 1, 2006. Management continues
to pursue other business opportunities for the Company including merger opportunities
with other businesses, which may result in a reverse-take-over of the Company. However,
there is no guarantee that management will be successful in their endeavours.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|3. | Related
party transactions:
|-- | ---------------------------

| | The Company
maintains an office in Chanhassen, Minnesota which is provided free of charge by a
director of the Company. During the year this same director administered and monitored
residual business matters on behalf of the Company for which he was paid $4,650 (2004
 $4,594).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | An affiliate
of Andus Inc. provides management and accounting services at no charge to the Company.
| | ---------------------------------------------------------------------------------------------------

| | The advances
from shareholder are payable to Andus Inc., the majority shareholder of the Company. The
advances are non-interest bearing, unsecured, and have no specific terms of repayment.
Because the Company has no means to generate the revenue necessary to pay its obligations
to regulatory bodies, directors, accountants and lawyers, Andus has undertaken to fund
the Companys normal management and corporate expenses at levels of present
expenditures until at least November 1, 2006, and not to demand repayment of the advances
from shareholder before November 1, 2006. During the year ended October 31, 2005, Andus
Inc. advanced an additional $52,000 to the Company. Subsequent to October 31, 2005, Andus
Inc. advanced an additional $6,000 to be used to fund normal management and corporate
expenses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|4. | Income
taxes:
|-- | -------------

| | The Companys
statutory income tax rate is 38.4% (2004  38.4%).
| | ----------------------------------------------------------------

| | The tax
effects of temporary differences, resulting from net operating loss carry forwards of
approximately $1,709,500 (2004  $1,649,500), that give rise to significant portions
of deferred tax assets at October 31, 2005 and 2004 are presented below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                    
| | ---------------------------------------------------
|
| |                                                    
| |                                                    
| | Deferred tax asset primarily attributable to losses
| | Less valuation allowance                           
| |                                                    
| |                                                    
| | Net deferred tax asset                             
| |                                                    
| |                                                    
| | Loss carry-forwards expire as follows:             
| |                                                    
| | 2011                                               
| | 2012                                               
| | 2013                                               
| | 2014                                               
| | 2015                                               
| | 2016                                               
| | 2017                                               
| | 2018                                               
| | 2019                                               
| | 2020                                               
| |                                                    
| |                                                    

|5. | Share
capital:
|-- | --------------

| |                                          
| | -----------------------------------------
|
| |                                          
| | Authorized:                              
| | 60,000,000 common shares, $0.10 par value
| | Issued:                                  
| | 888,180 common shares                    
| | Additional paid in capital               
| |                                          
| |                                          
| |                                          

---

|6. | Fair value
of financial assets and financial liabilities:
|-- | ---------------------------------------------------------

| | The fair
value of the Companys cash and accrued liabilities approximate their carrying
amounts due to the relatively short periods to maturity of these items. The fair value of
the advances from shareholder is not determinable due to its related party nature.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | New
accounting pronouncements:
|-- | ------------------------------

| | The Financial
Accounting Standards Board (FASB) has issued several new standards which have
implementation dates subsequent to the Companys year end. Management does not
believe that any of these new standards will have a material impact on the consolidated
financial statements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# Item 8.   Changes in and
Disagreements with Accountants

On October 27, 2005, Eide Bailly LLP
was appointed as the independent registered public accountant for the Company for the year
ended October 31, 2005, replacing KPMG LLP. KPMG LLP was the Companys independent
accountant for the year ended October 31, 2004 and for the three quarters ended January
31, 2005, April 30, 2005 and July 31, 2005.

In connection with the two most
recent fiscal years or subsequent interim periods, there were no disagreements between
Bison and its independent accountants on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

# Item 8a.   Controls and
procedures:

As of a date within 90 days of the
date of this report, the Companys Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Based upon this evaluation and in consultation with
the Companys independent auditors, the Chief Executive Officer and Chief Financial
Officer have concluded that the Companys disclosure controls and procedures
currently in effect are effective in ensuring that information required to be disclosed by
the Company in the reports that it files or submits under the Securities and Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time
period specified by the Securities and Exchange Commissions rules and forms.

On January 31, 2005, the Board of
Directors adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act, a
true and correct copy of which is attached as Exhibit A.

# Part III

# Item 9.   Directors and
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act.

|Directors          |  |  |    | 
|------------------ |  |  | -- | 
|
|Barrie D. Rose     |  |  | 75 | 
|Allan D. Erickson  |  |  | 63 | 
|Glen A. Peer       |  |  | 42 | 
|Edward G. Lampman  |  |  | 60 | 
|Lawrence M. Martin |  |  | 64 | 

---

Barrie D. Rose. Mr. Rose has held a
number of executive positions in a variety of industrial companies. Mr. Rose founded the
Androcan Group of Companies in 1984. He is currently Chairman and Chief Executive Officer
of Androcan Inc., and Chairman and President of Andus Inc.

Allan D. Erickson. As well as being a
director of Bison Instruments, Inc. since 1992, Mr. Erickson is also the founder and
President of Dagan Corporation, and is one of the principal shareholders of Dagan
Corporation.

Glen A. Peer.  Mr. Peer has been
 President  of Pylon  Electronics  Inc.  since 1995.  Prior to that,  Mr. Peer was
Vice-President and General Manager of Hathaway Inc.

Edward G. Lampman.  Mr.  Lampman has
held a number of positions  with the Androcan  Group of Companies  since 1993. He is
currently President of Androcan Inc., and Vice-President of Andus Inc.

Lawrence M. Martin. Mr. Martin has
been engaged since July 1997 on a contract basis as the Acting General Manager of Bison
Instruments, Inc. Prior to consulting for Bison, he was Vice-President of Marketing for
Hitchcock Industries from 1985 to 1997.

None of the directors or officers, or
any companies employing them, have been subject to any bankruptcy, or criminal proceedings
or are subject to any orders by the civil courts limiting their ability to carry on
business or trade in securities.

The Annual Statement of Change in
Beneficial Ownership Forms for 2005 were filed by Barrie D. Rose, Edward G. Lampman,
Allan Erickson, Glen A. Peer and Lawrence M. Martin.

Edward G. Lampman is the Audit
Committee financial expert. As he is Chief Executive Officer, Chief Financial Officer, and
a Director of the Company, he is not independent.

# Item 10.   Executive
Compensation.

|(a) | Summary
Compensation Table
|--- | --------------------------

| |                    |      | Annual Compensation | Long-term Compensation |    
| | ------------------ | ---- | ------------------- | ---------------------- | ---
|
| | (a)                | (b)  | (c)                 | (d)                    | (e)
|
| | Edward G. Lampman, | 2005 | nil                 | nil                    | nil
| | Chief Executive    | 2004 | nil                 | nil                    | nil
| | Officer            | 2003 | nil                 | nil                    | nil

---

|(b) | Option/SAR
in Last Fiscal Year
|--- | ------------------------------

| | Individual Grants
| | -----------------
|
|
| |                  
| | N/A *            

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

| | (a)   | (b) | (c) | (d) | (e)
| | ----- | --- | --- | --- | ---
|
|
| | N/A * |    |    |    |   

| | * | The
Company had previously granted an option to purchase shares in the Company at $2.25 to a
former officer. These options were cancelled in 1997 and were not replaced.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |     |   |   | Estimated Future Payouts Under No Stock
Priced-Based Plans
| | --- | - | - | ----------------------------------------------------------
|
|
|
| | N/A |  |  |                                                          

|(e) | Compensation
of Directors
|--- | -------------------------

| | Allan D.
 Erickson and Lawrence M. Martin are each paid an annual  retainer of $1,000,  as well as
fees in          the  amount  of $200 per  meeting  for their  services  as  directors
 of the  Company.  None of the other          directors receive compensation for their
services as directors.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(f) | Employment
Contracts and Termination of Employment/Change in Control Arrangements
|--- | ---------------------------------------------------------------------------------

| | The Company
 does not  have  any  compensatory  plan or  arrangement  regarding  the  termination  of
any          executive officer or regarding a change in control of the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 11.   Security
Ownership of Certain Beneficial Owners and Management.

|(a) | Security
Ownership Greater than 5%
|--- | ----------------------------------

| | (1)          | (2)                                                         | (3)                   | (4)   
| | ------------ | ----------------------------------------------------------- | --------------------- | ------
|
|
| | Common Stock | Andus, Inc.*
1209 Orange Street,Wilmington, Delaware, 19801 | 595,539 Common Shares | 67.05%

| | * | Andus,
Inc.,  a Delaware  corporation,  is a  subsidiary  of Androcan  Inc., a Canadian
corporation.  Androcan Inc. is controlled by Barrie D. Rose,  and members of his
immediate family.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Security
Ownership of Management
|--- | --------------------------------

| | (1)          | (2)                                                           | (3)                   | (4)   
| | ------------ | ------------------------------------------------------------- | --------------------- | ------
|
|
| | Common Stock | Barrie D. Rose
50 Bartor RoadToronto, Ontario, Canada,M9M 2G5 | 595,539 Common Shares | 67.05%

|(c) | Change
in Control
|--- | -----------------

| | At various
times, the Company has engaged in discussions with outside parties regarding potential
transactions for the use of the public entity, which may result in the change of control
of the company. The Company intends to continue its efforts to seek out a suitable
transaction in future. However, no formal agreement has been made with any outside party
at the time of the filing of this report.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# Item 12.   Certain
Relationships and Related Transactions

The Company has not entered into any
transaction during the last two years to which the Company was a party in which any
director or executive officer or nominees thereof or securities holders or members of
their immediate families were also involved or have a direct or indirect material
interest.

# Item 13.   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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reports
|--- | -------

| | A report
on Form 8-K was filed on February 2, 2005.
| | ---------------------------------------------------

| | This report
informed the Commission that there were disclosure omissions on the filing of the 10-QSB
reports for the three quarters ended on January 31, 2004, April 30, 2004 and July 31,
2004.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | One of
the omissions was the reference to the following paragraph to the notes to the interim
period consolidated financial statements as:
| | ------------------------------------------------------------------------------------------------------------------------------------------

| | KPMG LLP,
the Companys independent auditors, has not performed a quarterly review of the
unaudited consolidated financial statements for the ____________quarter ended
______________, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In addition,
the notes to the interim quarterly reports did not disclose that the Company is able to
mitigate going concern issues due to the continued financial support of the majority
shareholder of the Company. The majority shareholder has committed to support the Company
financially for its normal management and corporate expenses at levels of present
expenditures until November 1, 2005. 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | The Company
amended and re-filed the quarterly reports for the three quarters of 2004.
| | --------------------------------------------------------------------------------------

| | A second
report on Form 8-K was filed on October 27, 2005.
| | ----------------------------------------------------------

| | This report
informed the Commission of a change in the registrants certifying accountant.
| | ------------------------------------------------------------------------------------------

| | On October
27, 2005, Eide Bailly LLP (Eide) was appointed as the independent registered
public accountant for Bison Instruments, Inc. (Bison) for the year ended
October 31, 2005, replacing KPMG LLP (KPMG). This action dismisses KPMG as
Bisons independent registered public accountant for the year ended October 31,
2005. This decision to change independent registered public accountants was approved by
the Audit Committee of the Board of Directors on October 27, 2005.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The audit
reports of KPMG on the consolidated financial statements of Bison as of and for the years
ended October 31, 2004 and 2003 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | KPMGs
report on the consolidated financial statements of Bison as of and for the year ended
October 31, 2004 contained a separate paragraph stating The accompanying
consolidated financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the consolidated financial
statements, the Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability to continue as a going
concern. Managements plans in regard to these matters are also described in Note 2.
The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In connection
with the audits of the years ended October 31, 2003 and October 31, 2004 and through to
October 27, 2005, there were no disagreements between Bison and KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have
caused KPMG to make reference to the subject matter of the disagreement in connection
with its report on Bisons financial statements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | During the
two most recent fiscal years and through to October 27, 2005, there were no reportable
events with respect to Bison as that term is defined in item 304(a)(l)(v) of
Regulation S-K under the Securities Exchange Act of 1934, as amended (Regulation S-K).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Bison provided
a copy of the foregoing disclosures to KPMG and requested that KPMG furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements in this Item 4.01. A copy of that letter furnished in response
to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 14.   Public
Accountant Fees and Services

The fees for the year-end audit and
quarterly review accounting services by the Companys independent accountants is
estimated at $23,000 for the year ended October 31, 2005. The fees were $7,100 for the
year ended October 31, 2004.

---

# 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: January 20, 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: January 20, 2006

---