UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549



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FORM 10-KSB



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|           |                                                                                                                                                         
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(Mark One)
|          
|x          | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended October 31, 2007                               
|           |                                                                                                                                                         
|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

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

|                                        |                    
|--------------------------------------- | -------------------
|Minnesota                               | E41-0947661        
|                                        |                    
|(State or other jurisdiction of         | (I.R.S. Employer   
|incorporation or organization)          | Identification 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.

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

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

Common Stock



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Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the
Issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (1) YES x  
NO o  
(2) YES x
  NO o

Check if there
is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of
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 x   NO o

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

State the
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and
asked price of such stock, as of a specified date within the past 60 days (see
definition of affiliate in Rule 12b-2): $152,080 as of October 31, 2007.

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, 2007, the Issuer had
888,180 shares of common stock, par value $0.10, issued and outstanding.

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





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PART I

|        |                        
|------- | -----------------------
|Item 1. | Description of Business

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

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

The Company
was engaged in the manufacture and sale of electronic instrumentation. The
Company sold substantially all of its operating assets during the two fiscal
years of 1998 and 1999 and in the fiscal year 2000 made sales of residual
seismic product inventory on hand and interest income. In the fiscal years 2006
and 2007, 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 $3,900 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.

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 |     
|            |  |   |      |  |     |     
|2006 Q1     |  | $ | 1.30 |  | $   | 0.45
|2006 Q2     |  | $ | 1.30 |  | $   | 0.45
|2006 Q3     |  | $ | 0.79 |  | $   | 0.45
|2006 Q4     |  | $ | 0.90 |  | $   | 0.60
|2007 Q1     |  | $ | 0.65 |  | $   | 0.40
|2007 Q2     |  | $ | 0.51 |  | $   | 0.50
|2007 Q3     |  | $ | 1.01 |  | $   | 0.40
|2007 Q4     |  | $ | 1.40 |  | $   | 0.45
|            |  |   |      |  |     |     

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

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

---

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

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

There are 268
holders of the stock of the company. There are no limits on the companys
ability to pay dividends. No dividends have been paid in the last two fiscal
years.

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

The net loss
for 2007 was $44,033 or $0.05 per share, compared with a loss in 2006 of
$35,849 or $0.04 per share.

No sales were
recorded for the Company in the fiscal years 2007 and 2006, 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 $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.

---

At October 31,
2007, the Company has income tax losses of approximately $1,789,500 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 2022.

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, 2008.

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, 2007 and 2006, and the related consolidated statements of
operations and deficit and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the companys management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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. The company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the companys internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Bison Instruments, Inc. as of
October 31, 2007 and 2006 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 23,
 2008      

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

October 31,
2007 and 2006

|                                                   |  |      |            |      |   |            |  
|-------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                   |  | 2007 |            | 2006 |  
|                                                   |  |      |            |      |  
|Assets                                             |  |      |            |      |   |            |  
|                                                   |  |      |            |      |   |            |  
|Cash                                               |  | $    | 1,288      |      | $ | 2,438      |  
|                                                   |  |      |            |      |   |            |  
|                                                   |  | $    | 1,288      |      | $ | 2,438      |  
|                                                   |  |      |            |      |   |            |  
|                                                   |  |      |            |      |   |            |  
|Liabilities
 and Stockholders Equity (Deficiency) |  |      |            |      |   |            |  
|                                                   |  |      |            |      |   |            |  
|Current
 liabilities:                              |  |      |            |      |   |            |  
|Accrued liabilities                                |  | $    | 2,750      |      | $ | 867        |  
|                                                   |  |      |            |      |   |            |  
|Advances
 from shareholder (note 3)                |  |      | 158,600    |      |   | 117,600    |  
|                                                   |  |      |            |      |   |            |  
|Stockholders
 equity (deficiency):                |  |      |            |      |   |            |  
|Share capital (note 5)                             |  |      | 1,002,644  |      |   | 1,002,644  |  
|Deficit                                            |  |      | (1,162,706 | )    |   | (1,118,673 | )
|                                                   |  |      |            |      |   |            |  
|                                                   |  |      | (160,062   | )    |   | (116,029   | )
|Going concern uncertainty (note 2)                 |  |      |            |      |   |            |  
|                                                   |  |      |            |      |   |            |  
|                                                   |  | $    | 1,288      |      | $ | 2,438      |  
|                                                   |  |      |            |      |   |            |  

See
accompanying notes to consolidated financial statements.

On behalf of
the Board:

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

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

Years ended
October 31, 2007 and 2006

|                            |  |      |            |      |   |            |  
|--------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                            |  | 2007 |            | 2006 |  
|                            |  |      |            |      |  
|Expenses:                   |  |      |            |      |   |            |  
|Shareholder relations       |  | $    | 16,101     |      | $ | 12,973     |  
|Professional fees           |  |      | 20,413     |      |   | 17,336     |  
|Management fees             |  |      | 3,900      |      |   | 4,200      |  
|Directors fees             |  |      | 2,000      |      |   |           |  
|Office and general          |  |      | 1,619      |      |   | 1,340      |  
|                            |  |      |            |      |   |            |  
|                            |  |      | 44,033     |      |   | 35,849     |  
|                            |  |      |            |      |   |            |  
|                            |  |      |            |      |   |            |  
|Loss for the
 year          |  |      | (44,033    | )    |   | (35,849    | )
|                            |  |      |            |      |   |            |  
|Deficit,
 beginning of year |  |      | (1,118,673 | )    |   | (1,082,824 | )
|                            |  |      |            |      |   |            |  
|                            |  |      |            |      |   |            |  
|Deficit, end
 of year       |  | $    | (1,162,706 | )    | $ | (1,118,673 | )
|                            |  |      |            |      |   |            |  
|                            |  |      |            |      |   |            |  
|Earnings
 (loss) per share  |  | $    | (0.05      | )    | $ | (0.04      | )
|                            |  |      |            |      |   |            |  

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, 2007 and 2006

|                                       |  |      |         |      |   |         |  
|-------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                       |  | 2007 |         | 2006 |  
|                                       |  |      |         |      |  
|Cash
 provided by (used in):           |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|Cash flows
 from operating activities: |  |      |         |      |   |         |  
|Loss for the year                      |  | $    | (44,033 | )    | $ | (35,849 | )
|Increase (decrease) in:                |  |      |         |      |   |         |  
|Accrued Liabilities                    |  |      | 1,883   |      |   | (14,985 | )
|                                       |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|Net cash used in operating activities  |  |      | (42,150 | )    |   | (50,834 | )
|Financing:                             |  |      |         |      |   |         |  
|Increase in advances from shareholder  |  |      | 41,000  |      |   | 51,000  |  
|                                       |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|Net increase
 (decrease) in cash       |  |      | (1,150  | )    |   | 166     |  
|                                       |  |      |         |      |   |         |  
|Cash,
 beginning of year               |  |      | 2,438   |      |   | 2,272   |  
|                                       |  |      |         |      |   |         |  
|                                       |  |      |         |      |   |         |  
|Cash, end of
 year                     |  | $    | 1,288   |      | $ | 2,438   |  
|                                       |  |      |         |      |   |         |  

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, 2007 and 2006

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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 2006
and 2007, the business was commercially inactive. Andus Inc. (Andus) owns
approximately 67.05% of the Companys outstanding common stock. Andus is a
subsidiary of Androcan Inc. of Toronto, Canada.

|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Significant accounting policies:
|   |                                 
|   | (a)                              | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                  | These
 consolidated financial statements include the accounts of the Companys
 wholly owned subsidiary, Bison International, Inc., which is inactive. All
 significant intercompany transactions and balances have been eliminated. A
 Statement of Stockholders Equity has not been presented as there has been no
 change in issued share capital in each of the years ended October 31, 2006
 and 2007 and changes in deficit are presented in the consolidated Statement
 of Operations and Deficit for each of those years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                              | Income
 taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                  | The Company
 accounts for income taxes in accordance with the Financial Accounting
 Standards Board Statement of Financial Accounting Standards No. 109,
 Accounting for Income Taxes. Under the asset and liability method of
 Statement 109, deferred tax assets and liabilities are recognized for the
 future tax consequences attributable to differences between the financial
 statement carrying amounts of existing assets and liabilities and their
 respective tax bases. Deferred tax assets and liabilities are measured using
 enacted tax rates expected to apply to taxable income in the years in which
 those temporary differences are expected to be recovered or settled. 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, 2007 and 2006 there were no outstanding dilutive
 securities. The earnings (loss) per share computations are based on the
 weighted average number of common shares outstanding of 888,180 during each year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Use of estimates: The preparation of consolidated financial statements
 requires management to make estimates and assumptions that affect the
 reported amounts of assets and liabilities and disclosure of contingent
 assets and liabilities at the date of the financial statements and revenues
 and expenses during the year. Actual results could differ from those
 estimates.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Going concern uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|   | These
 consolidated financial statements have been prepared on the going concern
 basis, which assumes that the Company will continue in operation for the
 foreseeable future and be able to realize its assets and discharge its
 liabilities in the normal course of business. There is significant doubt
 about the appropriateness of the use of the going concern assumption because
 the Company experienced losses and negative cash flows in the current and
 prior years and has a stockholders deficiency. The application of the going
 concern basis is dependent on the continued support of Andus Inc., the
 majority shareholder, who has committed to support the Company financially
 for its normal management and corporate expenses at levels of present
 expenditures until November 1, 2008. 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, 2008, and not to demand repayment of the advances from shareholder before
 November 1, 2008. During the year ended October 31, 2007, Andus Inc. advanced
 an additional $41,000 to the Company. Subsequent to October 31, 2007, Andus
 Inc. advanced an additional $6,000 to the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The General
 manager, Larry Martin, administers the corporate affairs of the Company and
 monitors residual business matters. During the year ended October 31, 2007,
 the Company paid Mr. Martin $3,900 (2006-$4,200) for these services. An
 office is maintained in Chanhassen, Minnesota, which is provided free of
 charge by Mr. Martin. An affiliate of Andus Inc., the majority shareholder,
 provides management and accounting services at no charge to the Company.                                                                                                                                                                                                                                                                                                                   

---

|   |                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Income taxes:                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                       
|   | The
  Companys statutory income tax rate is 38.4% (2006 - 38.4%). The tax effects
  of temporary differences, resulting from net operating loss carry forwards of
  approximately $1,789,500 (2006 - $1,745,500), that give rise to significant
  portions of deferred tax assets at October 31, 2007 and 2006 are presented
  below:

|                                                      |  |      |         |      |   |         | 
|----------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | 
|                                                      |  | 2007 |         | 2006 |  
|                                                      |  |      |         |      |  
|Deferred tax
  asset primarily attributable to losses |  | $    | 687,000 |      | $ | 671,000 | 
|Less
  valuation allowance                            |  |      | 687,000 |      |   | 671,000 | 
|                                                      |  |      |         |      |   |         | 
|                                                      |  |      |         |      |   |         | 
|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    | 
|     |  |   |           | 
|     |  | $ | 1,789,500 | 
|     |  |   |           | 

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

|                                          |  |      |           |      |   |           | 
|----------------------------------------- |  | ---- | --------- | ---- | - | --------- | 
|                                          |  | 2007 |           | 2006 |  
|                                          |  |      |           |      |  
|Authorized:                               |  |      |           |      |   |           | 
|60,000,000 common shares, $0.10 par value |  |      |           |      |   |           | 
|Issued:                                   |  |      |           |      |   |           | 
|888,180 common shares                     |  | $    | 88,818    |      | $ | 88,818    | 
|Additional paid in capital                |  |      | 913,826   |      |   | 913,826   | 
|                                          |  |      |           |      |   |           | 
|                                          |  |      |           |      |   |           | 
|                                          |  | $    | 1,002,644 |      | $ | 1,002,644 | 
|                                          |  |      |           |      |   |           | 

---

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Fair value of financial assets and financial liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The fair
  values of the Companys cash and accrued liabilities approximate their
  carrying amounts due to the relatively short periods to maturity of these
  items. The fair value of the advances from shareholder is not determinable
  due to its related party nature.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | Accounting pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The
  Financial Accounting Standards Board has issued Statement of Financial
  Accounting Standards Interpretation No. 48 Accounting for Uncertainty in
  Income Taxes (FIN 48). FIN 48 is effective for fiscal years beginning after
  December 15, 2006. Management is evaluating FIN 48, but 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. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

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     |  | 77  |  | Director                                |  | 1
  year       |  | 1983        
|Allan D. Erickson  |  | 65  |  | Director                                |  | 1
  year       |  | 1982        
|Edward G. Lampman  |  | 62  |  | Director, and Chief
  Executive Officer |  | 1
  year       |  | 1996        
|Lawrence M. Martin |  | 66  |  | 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, 2007, 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,          |  | 2007 |  | nil                 |  | nil                    |  | nil               |  | nil           |  |                   |  | nil          |  | nil              
|Chief Executive             |  | 2006 |  | nil                 |  | nil                    |  | nil               |  | nil           |  |                   |  | nil          |  | nil              
|Officer                     |  | 2005 |  | 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 Granted to Employees in Fiscal Year |  | 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 ($) |  | Number of
 Securities Underlying Unexercised Options/SARs at FY-End (#)
Exercisable/Unexercisable |  | Value of
 Unexercised In-the-money Options/SARs at FY-End ($)
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
 or Other 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

|    |                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Exhibits                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                      
|    | The rights of securities holders are set out in
 their entirety in the Articles of Incorporation of the Company, its By-laws
 and all amendments thereto. The Articles and By-laws were contained in Form
 10-SB, filed by the Company on October 6, 1999, and are incorporated herein
 by reference.
|    |                                                                                                                                                                                                                                                                                                      
|    | The Company is not subject to any voting trust
 agreements.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                      
|    | As the Company is essentially inactive at the time
 of this filing, it is not currently party to any material contracts.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                      
|    | A statement regarding the computation of share
 earnings has not been included in this Form for Registration of Securities,
 as the primary and fully-diluted share earnings are identical and can be
 clearly determined from the financial statements provided.                                    
|    |                                                                                                                                                                                                                                                                                                      
|(b) | Reports                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                      
|    | A report on Form 8-K was filed on November 13, 2006.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                      
|    | This form informed the Commission of the resignation
 of Glen Peer as a Director of Bison Instruments, Inc.                                                                                                                                                                                          

---

|          |                                        
|--------- | ---------------------------------------
|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, 2006             | $16,000
|October 31, 2007 - estimated | $16,000

|    |                     
|--- | --------------------
|(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, 2006             | $2,365
|October 31, 2007 - 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 23, 2008

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 23, 2008

---