UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  Washington, 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, 2008                   
|           |                                                                                                                                              
|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 exchangeon 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 xNOo(2) 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-KSB or any amendment to this Form
10-KSB.     o

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

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):
$149,155 as of October 31, 2008.

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, 2008, the Issuer had 888,180 shares of common stock, par value
$0.10, issued and outstanding.

| |                                                                        
| | -----------------------------------------------------------------------
| | 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 2007
and 2008, 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 $5,100 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 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 for Common Equity and
 Related Stockholder Matters, and Small Business Issuer Purchases of Equity
 Securities.

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 |     
|2007 Q1      |  | $ | 0.65 |  | $   | 0.40 | 
|2007 Q2      |  | $ | 0.51 |  | $   | 0.50 | 
|2007 Q3      |  | $ | 1.01 |  | $   | 0.40 | 
|2007 Q4      |  | $ | 1.40 |  | $   | 0.45 | 
|2008 Q1      |  | $ | 0.81 |  | $   | 0.40 | 
|2008 Q2      |  | $ | 0.79 |  | $   | 0.40 | 
|2008 Q3      |  | $ | 0.81 |  | $   | 0.41 | 
|2008 Q4      |  | $ | 0.81 |  | $   | 0.42 | 

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.

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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 267 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.

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|        |                                                             
|------- | ------------------------------------------------------------
|Item 6. | Managements Discussion and
 Analysis or Plan of Operations.

The net loss for 2008 was $48,249
or $0.05 per share, compared with a loss in 2007 of $44,033 or $0.05 per share.

No sales were recorded for
the Company in the fiscal years 2008 and 2007, 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 $5,100 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, 2008, the
Company has income tax losses of approximately $1,837,500 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
2023.

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, 2009.

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 Accounting Firm

To the Audit Committee, Board of Directors and
Stockholders
Bison Instruments, Inc.

We have audited the accompanying consolidated balance
sheets of Bison
Instruments, Inc. as of October 31, 2008 and 2007, and the related
consolidated statements of operations, changes in stockholders equity 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 the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes consideration of the 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 do not express such an 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
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. as of October 31, 2008 and 2007 and
the results of its operations and its 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.

/s/Eide Bailly LLP
Minneapolis, Minnesota

January 28, 2009

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

October 31,
2008 and 2007

|                                                   |  |      |          |      |   |          |  
|-------------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                                   |  | 2008 |          | 2007 |  
|                                                   |  |      |          |      |   |          |  
|Assets                                             |  |      |          |      |   |          |  
|                                                   |  |      |          |      |   |          |  
|Cash                                               |  | $    | 94       |      | $ | 1,288    |  
|                                                   |  | $    | 94       |      | $ | 1,288    |  
|                                                   |  |      |          |      |   |          |  
|Liabilities and Stockholders Equity
 (Deficiency) |  |      |          |      |   |          |  
|                                                   |  |      |          |      |   |          |  
|Current liabilities:                               |  |      |          |      |   |          |  
|Accrued liabilities                                |  | $    | 2,305    |      | $ | 2,750    |  
|                                                  
|Advances from shareholder (note 3)                 |  |      | 206,100  |      |   | 158,600  |  
|                                                   |  |      |          |      |   |          |  
|Stockholders equity (deficiency):                 |  |      | (208,311 | )    |   | (160,062 | )
|                                                   |  |      |          |      |   |          |  
|Going concern
 uncertainty (note 2)                |  |      |          |      |   |          |  
|                                                   |  | $    | 94       |      | $ | 1,288    |  

See
accompanying notes to consolidated financial statements.

On behalf of
the Board:

| |  |         
| |  | --------
| |  | Director
| |  |         
| |  | Director

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BISON INSTRUMENTS, INC.

Consolidated Statement of Changes in Stockholders Equity (Deficiency)(Expressed in United
States dollars)

Years ended October 31, 2008 and 2007

|                          |  |                                                |            |                           |  |         |  |                              |        |         |   |         |  |   |            |   |   |          |  
|------------------------- |  | ---------------------------------------------- | ---------- | ------------------------- |  | ------- |  | ---------------------------- | ------ | ------- | - | ------- |  | - | ---------- | - | - | -------- | -
|                          |  | Common Stock                                   |            |                           |  |         |  |                              |        |         |   |         |  |   |           
|                          |  | Number of
 Authorized
 Shares Par
 Value $0.10 |            | Number of
 Issued
 Shares |  | Amount  |  | Additional
 Paid-in
 Capital |        | Deficit |   | Total   | 
|                         
|Balance, October 31, 2006 |  |                                                | 60,000,000 |                           |  | 888,180 |  | $                            | 88,818 |         | $ | 913,826 |  | $ | (1,118,673 | ) | $ | (116,029 | )
|                         
|Loss for the year         |  |                                                |           |                           |  |        |  |                              |       |         |   |        |  | $ | (44,033    | ) | $ | (44,033  | )
|                         
|Balance, October 31, 2007 |  |                                                | 60,000,000 |                           |  | 888,180 |  | $                            | 88,818 |         | $ | 913,826 |  | $ | (1,162,706 | ) | $ | (160,062 | )
|                         
|Loss for the year         |  |                                                |           |                           |  |        |  |                              |       |         |   |        |  | $ | (48,249    | ) | $ | (48,249  | )
|                         
|Balance, October 31, 2008 |  |                                                | 60,000,000 |                           |  | 888,180 |  | $                            | 88,818 |         | $ | 913,826 |  | $ | (1,210,955 | ) | $ | (208,311 | )

See accompanying notes to
consolidated financial statements.

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

|                                             |  |      |         |      |   |         |  
|-------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|Years ended
 October 31, 2008 and 2007       |  |      |         |      |   |         |  
|                                             |  |      |         |      |   |         |  
|                                             |  | 2008 |         | 2007 |  
|                                            
|Expenses:                                    |  |      |         |      |   |         |  
|Shareholder relations                        |  | $    | 13,866  |      | $ | 16,101  |  
|Professional fees                            |  |      | 23,005  |      |   | 20,413  |  
|Management fees                              |  |      | 5,100   |      |   | 3,900   |  
|Directors fees                              |  |      | 2,000   |      |   | 2,000   |  
|Office and general                           |  |      | 4,278   |      |   | 1,619   |  
|                                             |  |      | 48,249  |      |   | 44,033  |  
|                                            
|Loss for the
 year                           |  |      | (48,249 | )    |   | (44,033 | )
|                                            
|Basic and
 diluted earnings (loss) per share |  | $    | (0.05   | )    | $ | (0.05   | )
|                                            
|Weighted
 average number of shares           |  |      | 888,180 |      |   | 888,180 |  

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, 2008 and 2007 |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|                                       |  | 2008 |         | 2007 |  
|                                       |  |      |         |      |   |         |  
|Cash
 provided by (used in):           |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|Cash flows
 from operating activities: |  |      |         |      |   |         |  
|Loss for the year                      |  | $    | (48,249 | )    | $ | (44,033 | )
|Increase (decrease) in:                |  |      |         |      |   |         |  
|Accrued Liabilities                    |  |      | (445    | )    |   | 1,883   |  
|Net cash used in operating activities  |  |      | (48,694 | )    |   | (42,150 | )
|                                      
|Financing:                             |  |      |         |      |   |         |  
|Increase in advances from shareholder  |  |      | 47,500  |      |   | 41,000  |  
|                                       |  |      |         |      |   |         |  
|Net decrease
 in cash                  |  |      | (1,194  | )    |   | (1,150  | )
|                                       |  |      |         |      |   |         |  
|Cash,
 beginning of year               |  |      | 1,288   |      |   | 2,438   |  
|                                       |  |      |         |      |   |         |  
|Cash, end of
 year                     |  | $    | 94      |      | $ | 1,288   |  

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, 2008 and 2007     
|                                           
|                                           

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 2007 and 2008, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (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. A
 valuation allowance is recorded and deducted from deferred tax assets when
 the deferred tax assets are not expected to be realized based on currently
 available evidence. 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.

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (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, 2008 and 2007 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.                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                          
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Accounting for uncertainty in income taxes:                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Financial Accounting Standards Board has issued Statement of
 Financial Accounting Standards Interpretation No. 48 Accounting for
 Uncertainty in Income Taxes (FIN 48). The implementation of FIN 48 did not
 have a significant impact on the financial statements of the Company.                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                          
|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, 2009. 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 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, 2009, and not to demand repayment of
 the advances from shareholder before November 1, 2009. During the year ended
 October 31, 2008, Andus Inc. advanced an additional $47,500 to the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Subsequent to October 31, 2008, Andus Inc. advanced an additional
 $5,000 to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The General manager, Larry Martin, administers the corporate affairs
 of the Company and monitors residual business matters. During the year ended
 October 31, 2008, the Company paid Mr. Martin $5,100 (2007-$3,900) 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.                                                                                                                                                                                                                        

---

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

The Companys
statutory income tax rate is 38.4% (2007 - 38.4%).

The tax
effects of temporary differences, resulting from net operating loss carry
forwards of approximately $1,837,500 (2007 - $1,789,500), that give rise to
significant portions of deferred tax assets at October 31, 2008 and 2007 are
presented below:

|                                                     |  |      |         |      |   |           | 
|---------------------------------------------------- |  | ---- | ------- | ---- | - | --------- | 
|                                                     |  | 2008 |         | 2007 |  
|Deferred tax
 asset primarily attributable to losses |  | $    | 706,000 |      | $ | 687,000   | 
|Less
 valuation allowance                            |  |      | 706,000 |      |   | 687,000   | 
|Net deferred
 tax asset                              |  | $    |        |      | $ |          | 
|                                                    
|Loss
 carry-forwards expire as follows:              |  |      |         |      |   |           | 
|                                                     |  |      |         |      |   |           | 
|2011                                                 |  |      |         |      | $ | 13,000    | 
|2012                                                 |  |      |         |      |   | 827,000   | 
|2013                                                 |  |      |         |      |   | 649,000   | 
|2014                                                 |  |      |         |      |   | 2,000     | 
|2015                                                 |  |      |         |      |   | 16,000    | 
|2016                                                 |  |      |         |      |   | 47,000    | 
|2017                                                 |  |      |         |      |   | 30,000    | 
|2018                                                 |  |      |         |      |   | 33,000    | 
|2019                                                 |  |      |         |      |   | 32,500    | 
|2020                                                 |  |      |         |      |   | 60,000    | 
|2021                                                 |  |      |         |      |   | 36,000    | 
|2022                                                 |  |      |         |      |   | 44,000    | 
|2023                                                 |  |      |         |      |   | 48,000    | 
|                                                     |  |      |         |      | $ | 1,837,500 | 

|   |                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | 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.

---

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Accounting pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Financial Accounting
 Standards Board has issued Statement No. 160, Non-controlling Interests in
 Consolidated Financial Statements. This statement changes the way the
 consolidated income statement is presented when non-controlling interests are
 present. It requires consolidated net income to be reported at amounts that
 include the amounts attributable to both the parent and the non-controlling
 interest, and is effective for periods beginning on or after December 15, 2008.
 Management does not expect this pronouncement to have a significant impact on
 the financial statements of the Company.                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Financial Accounting
 Standards Board has issued Statement No. 141 (R), Business Combinations. This
 statement retains the fundamental requirements in Statement No. 141 that the
 acquisition method of accounting (which Statement No. 141 called the purchase
 method) be used, and applies to the all business entities,
 including mutual entities that previously used the pooling of interest method
 of accounting for some business combinations. The statement is effective for
 transactions within the annual reporting period beginning on or after
 December 15, 2008. Management does not expect this pronouncement to have a
 significant impact on the financial statements the Company.

---

|        |                                              
|------- | ---------------------------------------------
|Item 8. | Changes in and Disagreements with Accountants

In connection with the two most recent fiscal years or subsequent
interim periods, there were no disagreements between Bison and its independent
accountant 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.

---

|            |                         
|----------- | ------------------------
|Item 8a(T). | Controls and procedures:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Managements Annual Report on Internal Control Over Financial
 Reporting                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (1) Management is responsible for establishing and maintaining
 adequate internal control over financial reporting for the small business
 issuer;                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (2) Management designed such internal control over financial
 reporting, or caused such internal control over financial reporting to be
 designed under its supervision, to provide reasonable assurance regarding the
 reliability of financial reporting and the preparation of financial
 statements for external purposes in accordance with generally accepted
 accounting principles;                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (3) Management has concluded that the small business issuers
 internal control over financial reporting at the end of the issuers most
 recent fiscal year is effective.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (4) This annual report does not include an attestation report of the
 Companys registered public accounting firm regarding internal control over
 financial reporting. Managements report was not subject to attestation by
 the Companys registered public accounting firm pursuant to temporary rules
 of the Securities and Exchange Commission that permit the Company to provide
 only managements report in this annual report.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Changes in Internal Control Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | There have been no changes in the small business issuers internal
 control over financial reporting during the small business issuers fourth
 fiscal quarter that has materially affected, or is reasonably likely to materially
 affect, the small business issuers internal control over financial
 reporting.                                                                                                                      

Part III

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

DIRECTORS

|                    |  |     |  |                                        |  |                 |  |               | 
|------------------- |  | --- |  | -------------------------------------- |  | --------------- |  | ------------- | 
|Name                |  | Age |  | Positions Held in Bison                |  | Term of
 Office |  | Served
 Since | 
|Barrie D.
 Rose     |  | 78  |  | Director                               |  | 1 year          |  | 1983          | 
|Allan D.
 Erickson  |  | 66  |  | Director                               |  | 1 year          |  | 1982          | 
|Edward G.
 Lampman  |  | 63  |  | Director,
 and Chief Executive Officer |  | 1 year          |  | 1996          | 
|Lawrence M.
 Martin |  | 67  |  | 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.

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, and Lawrence M.
Martin were each required to file an Annual Statement of Change in Beneficial
Ownership on Forms by December 15, 2008, 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
 Awards |  | Payouts           |     |               | 
|(a)                         |  | (b)  |      | (c)                 |  | (d)                            |  | (e)               |     | (f)           |  | (g)               |  | (h)          |     | (i)               | 
|Name and Principal Position |  | Year |      | Salary ($)          |  | Bonus ($)                      |  | Compensation
 ($) |     | Award(s)
 ($) |  | Options/SARs
 (#) |  | Payouts
 ($) |     | Compensation
 ($) | 
|Edward G. Lampman,          |  |      | 2008 |                     |  | nil                            |  |                   | nil |               |  | nil               |  |              | nil |                   |  |  |  |  | nil |  |  | nil | 
|Chief Executive             |  |      | 2007 |                     |  | nil                            |  |                   | nil |               |  | nil               |  |              | nil |                   |  |  |  |  | nil |  |  | nil | 
|Officer                     |  |      | 2006 |                     |  | nil                            |  |                   | nil |               |  | nil               |  |              | 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
 Grantedto Employees in FiscalYear |  | Exercise or Base Price
 ($/Sh) |  | Expiration
 Date |  |  | 
|     |  |                                                           |  |                                                            |  |                                |  |                  |  |  | 
|N/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 ($) |  | Number of Securities UnderlyingUnexercised Options/SARs at FY-End (#) |  | Value of Unexercised In-the-money
 Options/SARs at FY-End ($) | 
|     |  |                                  |  |                    |  | Exercisable/Unexercisable                                             |  | Exercisable/Unexercisable                                     | 
|    
|N/A  |  |                                 |  |                   |  |                                                                      |  |                                                              | 

|    |                                                       
|--- | ------------------------------------------------------
|(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 Until
 Maturation 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 of
 Beneficial Owner                         |  | Amount and Nature
 of Beneficial Owner |  | Percent of Class
|               |  |                                                               |  |                                        |  |                 
|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)             
|Title of
 Class |  | Name and
 Address of
 Beneficial Owner                              |  | Amount and
 Nature of
 Beneficial Owner |  | Percent of Class
|                |  |                                                                     |  |                                         |  |                 
|Common 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

| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                   

---

Item 14.    Principal Accountant Fees and Services

(1)          Audit
Fees

The aggregate
fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the
registrants annual financial statements and review of financial
statements included in the registrants Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years are:

|                              |  |   |        | 
|----------------------------- |  | - | ------ | 
|October 31,
 2007             |  | $ | 17,191 | 
|October 31,
 2008 - estimated |  | $ | 18,247 | 

(2)          Audit
- Related Fees


N/A


(3)          Tax
Fees

The aggregate
fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance,
tax advice, and tax planning are:

|                              |  |   |       | 
|----------------------------- |  | - | ----- | 
|October 31,
 2007             |  | $ | 2,708 | 
|October 31,
 2008 - estimated |  | $ | 3,000 | 

The services provided by the principal accountant were for preparation of tax returns.

(4)          All
Other Fees


N/A


(5)          Audit
Committees Pre-Approval Policies


| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | The Audit
 Committee approves the services for the audit firm before the work is
 performed.

(6)          N/A

---

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
28, 2009

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
28, 2009

---