UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-QSB-A

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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedJanuary 31, 2006.
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|o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 for the transition period from________________to________________.
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Commission file number000-27297

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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 whichregistered
|------------------- |  | ----------------------------------------
|N/A                 |  |                                         



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



Common Stock

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



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



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



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



APPLICABLE ONLY TO CORPORATE ISSUERS



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

Transitional Small Business Disclosure Format

| | (Check One): YESo | NOx
| | ----------------- | ---





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PART I

|Item 1. | Interim Period Consolidated Financial Statements
|------- | ------------------------------------------------



CONSOLIDATED BALANCE SHEETS



|                                   |  | January 31
2006
(unaudited)
$ |   | October 31
2005
$ |  
|---------------------------------- |  | ----------------------------- | - | ----------------- | -
|ASSETS                             |  |                               |   |                   |  
|Cash                               |  | 1,445                         |   | 2,272             |  
|                                   |  | 1,445                         |   | 2,272             |  
|                                   |  |                               |   |                   |  
|CURRENT LIABILITIES                |  |                               |   |                   |  
|Accrued liabilities                |  | 18,207                        |   | 15,852            |  
|                                   |  |                               |   |                   |  
|Advances from shareholder (note 3) |  | 72,600                        |   | 66,600            |  
|                                   |  | 90,807                        |   | 82,452            |  
|                                   |  |                               |   |                   |  
|STOCKHOLDERS EQUITY (DEFICIENCY)  |  |                               |   |                   |  
|Capital stock                      |  | 88,818                        |   | 88,818            |  
|Additional paid in capital         |  | 913,826                       |   | 913,826           |  
|Deficit                            |  | (1,092,006                    | ) | (1,082,824        | )
|                                   |  | (89,362                       | ) | (80,180           | )
|                                   |  | 1,445                         |   | 2,272             |  



CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(unaudited)



|                                            |  | Three Months Ended January 31 |  
|------------------------------------------- |  | ----------------------------- | -
|                                            |  | 2006
$                        |  
|Interest income                             |  |                              |  
|                                            |  |                               |  
|Expenses                                    |  |                               |  
|Professional fees                           |  | 6,559                         |  
|Shareholder relations                       |  | 1,203                         |  
|Management fees                             |  | 1,200                         |  
|Office and general                          |  | 220                           |  
|                                            |  | 9,182                         |  
|Loss for the period                         |  | (9,182                        | )
|                                            |  |                               |  
|Deficit, beginning of period                |  | (1,082,824                    | )
|                                            |  |                               |  
|Deficit, end of period                      |  | (1,092,006                    | )
|                                            |  |                               |  
|Basic and diluted earnings (loss) per share |  | (0.01                         | )
|                                            |  |                               |  
|Weighted average number of shares           |  | 888,180                       |  



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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)





|                                                                   |  | Three months Ended January 31 |  
|------------------------------------------------------------------ |  | ----------------------------- | -
|                                                                   |  | 2006
$                        |  
|Cash provided by (used in):                                        |  |                               |  
|                                                                   |  |                               |  
|Cash flows from operating activities:                              |  |                               |  
|Loss for the period                                                |  | (9,182                        | )
|                                                                   |  |                               |  
|Changes in non-cash working capital balancesRelated to operations: |  |                               |  
|Accrued liabilities                                                |  | 2,355                         |  
|Net cash used in operating activities                              |  | (6,827                        | )
|                                                                   |  |                               |  
|Financing:                                                         |  |                               |  
|Increase in advances from shareholder                              |  | 6,000                         |  
|                                                                   |  |                               |  
|Net decrease in cash                                               |  | (827                          | )
|                                                                   |  |                               |  
|Cash, beginning of period                                          |  | 2,272                         |  
|                                                                   |  |                               |  
|Cash, end of period                                                |  | 1,445                         |  



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

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Notes to interim period consolidated financial statements:

|1. | Going Concern Uncertainty
|-- | -------------------------

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

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

|2. | Significant Accounting Policies
|-- | -------------------------------

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

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

|3. | Related Party Transactions
|-- | --------------------------

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

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

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

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

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

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

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

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

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

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

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters, the matters discussed in this Form 10-QSB-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 3. | 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.

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PART II

|Item 1. | Legal Proceedings.
|------- | ------------------

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

|Item 2. | Changes in Securities
|------- | ---------------------

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

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

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

|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

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

|Item 5. | Other Information
|------- | -----------------

N/A



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Part III

|Item 1. | Exhibits and Reports on Form 8-K
|------- | --------------------------------
|(a)     | Exhibits                        
|        |                                 

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

The Company is not subject to any voting trust agreements.

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

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



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SIGNATURES

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

|By: | /s/ | Bison Instruments, Inc.
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|By: | /s/                                                                             | (Signature)
|--- | ------------------------------------------------------------------------------- | -----------
|    | Edward G. Lampman
Chief Executive Officer, Chief Financial Officer and Director |            

|Date: | August 4, 2006
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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.
|--- | --- | -----------------------



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

|Date: | August 4, 2006
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