UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-KSB-A

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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 ofincorporation 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

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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) YES  x   NO  o
   (2) YES x   NO 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 the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB-A or any amendment to this Form 10-KSB-A 
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 ask 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  x   NO  o

Transitional Small Business Disclosure Format
(Check One): YES  o   NO  x





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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.

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

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

|Item 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.

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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     | $    | 1.72 |    
|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.

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Item 7.Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

To the Board of Directors and

Stockholders 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, Minnesota

January 20, 2006

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BISON INSTRUMENTS, INC.

(Expressed in United States dollars)

Years ended October 31, 2005 and 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 sheets of Bison Instruments, Inc. and its subsidiary as of October 31, 2005
and 2004 and the related consolidated statements of operations and deficit and cash flows for the years 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform our audits 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 audits provide 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, 2005 and 2004 and the results of their operations and
their cash flows for the years 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 LLP

Chartered Accountants

Toronto, Canada

February 3, 2005

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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.

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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.

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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.

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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 values 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 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 wit 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 the end of the period covered by this report, the Companys Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon this
evaluation 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.

The Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures
are also effective to ensure that information required to be disclosed in the reports that the Company files or submits under the
Exchange Act is accumulated and communicated to the Companys management to allow timely decisions regarding required
disclosure.

There have been no changes in the Companys internal control over financial reporting.

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 14.

Part III

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

|DIRECTORS          |     |                                       |                |             
|------------------ | --- | ------------------------------------- | -------------- | ------------
|Name               | Age | Position Held in Bison                | Term of Office | Served since
|Barrie D. Rose     | 75  | Director                              | 1 year         | 1983        
|Allan D. Erickson  | 63  | Director                              | 1 year         | 1982        
|Glen A. Peer       | 42  | Director                              | 1 year         | 1996        
|Edward G. Lampman  | 60  | Director, and Chief Executive Officer | 1 year         | 1996        
|Lawrence M. Martin | 64  | Director and General Manager          | 1 year         | 1998        

---

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.

Barrie D. Rose, Edward G. Lampman, Allan Erickson, Glen A. Peer and Lawrence M. Martin were each required to file an Annual
Statement of Change in Beneficial Ownership on Forms by December 15, 2005, which were filed on time.

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(a)
        (b)
        (c)
        (d)
        (e)Name
        Number of Securities Underlying Options/SARs Granted (#)
        % Of Total Options/SARs Granted to Employees in Fiscal Year
        Exercise or Base Price ($/Sh)
        Expiration DateN/A *
        
        
        
        




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

(a)
        (b)
        (c)
        (d)
        (e)Name
        Shares Acquired on Exercise (#)
        Value Realized ($)
        Number of Securities Underlying Unexercised Options/SARs at FY-End (#)
Exercisable/Unexercisable
        Value of Unexercised In-the-moneyOptions/SARs at FY-End ($)
Exercisable/UnexercisableN/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(a)
        (b)
        (c)
        (d)
        (e)
        (f)Name
        Number of Shares,Units or Other Rights
        Performance orOther Period UntilMaturation or Payout
        Threshold($ or #)
        Target($ or #)
        Maximum($ or #)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)Title of Class
        Name and Address ofBeneficial Owner
        Amount and Nature ofBeneficial Owner
        Percent of ClassCommon 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)Title of Class
        Name and Address of Beneficial Owner
        Amount and Nature of Beneficial Owner
        Percent of ClassCommon Stock
        Barrie D. Rose
50 Bartor Road
Toronto, 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 endeavors

---

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 Fee 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: August 4, 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: August 4, 2006

---