UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 for
 the fiscal year ended October 31, 2002

[ ] 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.)


15340 Highland Place, Minnetonka, MN                 55345
------------------------------------                 ------------------
(Address of principal executive office)              (Zip Code)


Issuer's telephone number  (952) 938-1055
                           -----------------------------------


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

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


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

Common Stock
-----------------------------------------------------------------


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


<PAGE>


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. [ ]

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): $43,896 as of December 31,
2002.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 888,180 as of December 31,2002.

Documents incorporated by reference - none.


<PAGE>


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 2001 and 2002, 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 currently has one employee, the General Manager, who administers the
corporate affairs and monitors residual business matters.

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 essentially
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., Canbar Inc. and Adjusta-Post Manufacturing Company, which are involved in
the manufacture and sale of various retail and industrial products. Mr. Barrie
D. Rose, and members of his family control Androcan Inc.

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

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical


<PAGE>


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 the Company's
plan to seek merger or acquisition opportunities, and the manner in which the
Company may participate in a business opportunity.

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
in the manner described herein.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company maintains a limited operation through an office at 15340 Highland
Place, Minnetonka, 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.


<PAGE>


PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

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

         FISCAL YEAR                    HIGH                 LOW

         2001 Q1                        $0.50                $0.16
         2001 Q2                        $0.50                $0.11
         2001 Q3                        $0.11                $0.11
         2001 Q4                        $0.22                $0.11
         2002 Q1                        $0.30                $0.11
         2002 Q2                        $0.30                $0.11
         2002 Q3                        $0.75                $0.12
         2002 Q4                        $0.45                $0.15


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


<PAGE>


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

ITEM 6. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

The net loss for 2002 was $30,395 or $0.03 per share, compared with a loss in
2001 of $46,568 or $0.05 per share.

The sale by Bison of its product lines in 1999 and 1998 has essentially rendered
Bison inactive. Operating expenses have been reduced to a minimum. However,
there are continuing expenses for shareholders reporting and securities filings
as well as audit fees and legal fees. The General Manager, Larry Martin,
administers the corporate affairs of the Company and monitors residual business
matters. The Company has sufficient cash resources to maintain these reduced
operations for the foreseeable future.

The Company has income tax losses of approximately $1,491,000 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 2010 and
2017.


<PAGE>


The Company continues to pursue other business opportunities for the corporation
going forward. However, there is no guarantee that the Company will be
successful in its endeavors.


ITEM 7a. CONSOLIDATED FINANCIAL STATEMENTS

          BISON INSTRUMENTS, INC.
          (Expressed in United States dollars)
          Years ended October 31, 2002 and 2001



Auditors' Report

To the Directors and Stockholders of Bison Instruments, Inc.

We have audited the consolidated balance sheets of Bison Instruments, Inc. as at
October 31, 2002 and 2001 and the consolidated statements of operations and
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, a well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at October 31, 2002
and 2001 and the results of its operations and cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.


KPMG LLP


Chartered Accountants

Toronto, Canada

January 17, 2003


<PAGE>


BISON INSTRUMENTS, INC.
Consolidated Balance Sheets

October 31, 2002 and 2001
================================================================================
                                                       2002       2001
--------------------------------------------------------------------------------
                                                         $          $

Assets

Current assets:
     Cash                                              51,236      83,179
     Accounts receivable                                   --         932

--------------------------------------------------------------------------------
                                                       51,236      84,111
================================================================================

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities           6,000       8,480

Stockholders' equity
     Share capital (note 5)                         1,002,644   1,002,644
     Deficit                                         (957,408)   (927,013)

--------------------------------------------------------------------------------
                                                       45,236      75,631

================================================================================
                                                       51,236      84,111
--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


On behalf of the Board:

                           Director
--------------------------

                           Director
--------------------------


<PAGE>


BISON INSTRUMENTS, INC.
Consolidated Statements of Operations and Deficit

Years ended October 31, 2002 and 2001
================================================================================
                                                       2002       2001
--------------------------------------------------------------------------------
                                                         $          $

Interest income                                           537      2,097

Office and general                                     30,932     48,665
--------------------------------------------------------------------------------

Loss for the year                                     (30,395)   (46,568)

Deficit, beginning of year                           (927,013)  (880,445)


--------------------------------------------------------------------------------
Deficit, end of year                                 (957,408)  (927,013)
================================================================================

Earnings (loss) per share                              (0.034)    (0.052)
================================================================================

See accompanying notes to consolidated financial statements.


<PAGE>


BISON INSTRUMENTS, INC.
Consolidated Statements of Cash Flows

Years ended October 31, 2002 and 2001
================================================================================
                                                       2002       2001
--------------------------------------------------------------------------------
                                                         $          $

Cash provided by (used in):

Cash flows from operating activities:
     Net loss                                         (30,395)   (46,568)
     Changes in non-cash working capital
     balances related to operations:
         Accounts receivable                              932      3,218
         Accounts payable and accrued
           liabilities                                 (2,480)     4,938
--------------------------------------------------------------------------------

     Net cash used in operating activities            (31,943)   (38,412)

--------------------------------------------------------------------------------

Net decrease in cash                                  (31,943)   (38,412)

Cash, beginning of year                                83,179    121,591

--------------------------------------------------------------------------------

Cash, end of year                                      51,236     83,179
================================================================================

See accompanying notes to consolidated financial statements.


<PAGE>


BISON INSTRUMENTS, INC.
Notes to Consolidated Financial Statements

Years ended October 31, 2002 and 2001
--------------------------------------------------------------------------------


Bison Instruments, Inc. (the "Company") was engaged in the manufacture of
geophysical and other measurement instruments, sold internationally. The
operations of the Company had essentially ceased in 2000 and 2001. 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.   OTHER INCOME:

     In 2002 and 2001, other income of $537 and $2,097 respectively, represents
     interest income on the cash in bank accounts.


2.   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 inter-company transactions and balances have
          been eliminated.

     (b)  Income taxes:

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


<PAGE>


     (c)  Fair value of financial assets and financial liabilities:

          The fair values of the Company's cash, accounts receivable, accounts
          payable and accrued liabilities approximate their carrying amounts due
          to the relatively short periods to maturity of the instruments.

     (d)  Use of estimates:

          The preparation of financial statements in conformity with United
          States generally accepted accounting principles 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.

     (e)  Earnings (loss) per share:

          The earnings (loss) per share computations are based on the weighted
          average number of common shares outstanding of 888,180 during each
          year.

3.   RELATED PARTY TRANSACTIONS:

     Included in accounts payable and accrued liabilities of the prior year is
     $1,980 payable to a sister company.

     The company maintains an office in Minnetonka, Minnesota which is provided
     free of charge by a director of the Company.


<PAGE>


4.   INCOME TAXES:

     The Company's statutory income tax rate is 38.4% (2001 - 38.4%).

     The tax effects of temporary differences, resulting from net operating loss
     carry forwards of approximately $1,491,000 (2001 - $1,461,000) that give
     rise to significant portions of deferred tax assets at October 31, 2002 and
     2001 are presented below:

     ===========================================================================
                                                       2002       2001
     ---------------------------------------------------------------------------
                                                         $          $

     Deferred tax assets primarily
       attributable to losses                         572,000    561,000
     Less valuation allowance                         572,000    561,000

     ---------------------------------------------------------------------------
     Net deferred tax assets                               --         --
     ---------------------------------------------------------------------------

     Loss carry-forwards expire approximately
        as follows:
                                                                    $
     ---------------------------------------------------------------------------
     2011                                                         13,000
     2012                                                        738,000
     2013                                                        649,000
     2014                                                          2,000
     2015                                                         15,000
     2016                                                         44,000
     2017                                                         30,000
     ---------------------------------------------------------------------------
                                                               1,491,000

     ---------------------------------------------------------------------------

5.   SHARE CAPITAL:

     ===========================================================================
                                                       2002       2001
     ---------------------------------------------------------------------------
                                                          $           $

     Authorized:
       60,000,000 common shares at
       $0.10 per share
     Issued:
       888,180 common shares                           88,818     88,818
       Additional paid in capital                     913,826    913,826

     ---------------------------------------------------------------------------
                                                    1,002,644  1,002,644


<PAGE>


6. NEW ACCOUNTING PRONOUNCEMENTS:

     The Financial Accounting Standards Board ("FASB") has issued several new
     standards which have implementation dates subsequent to the Company's year
     end including the following: FAS 143, Accounting for Asset Retirement
     Obligations, FAS 144, Accounting for the Impairment or Disposal of
     Long-Lived Assets, FAS 145, Recission of FASB Statement No. 4 Reporting
     Gains and Losses from Extinguishment of Debt, FAS 146, Accounting for Costs
     Associated with Exit and Disposal Activities, FAS 147 Acquisitions of
     Certain Financial Institutions and FAS 148 Accounting for Stock-Based
     Compensation - Transition and disclosure - an amendment of FASB Statement
     No. 123. Management does not believe that any of these new standards
     currently have a material impact on the consolidated financial statements.


ITEM 7b. INTERIM PERIOD CONSOLIDATED FINANCIAL STATEMENTS
         BISON INSTRUMENTS, INC.
         (Expressed in United States dollars)
         Quarter periods ended nine months, six months and
         three months, 2002 and 2001


INDEPENDENT ACCOUNTANT'S REPORT

To the Directors and Stockholders of Bison Instruments, Inc.

We have reviewed the accompanying consolidated balance sheets of Bison
Instruments, Inc. as of July 31, 2002, April 30, 2002 and January 31, 2002, and
consolidated statements of operations and deficit and cash flows for the
nine-month, six-month and three-month periods then ended. These financial
statements information are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with United States generally accepted accounting principles.



KPMG LLP

Chartered Accountants
Toronto, Canada

January 17, 2003


<PAGE>

Bison Instruments Inc.
Interim Period Consolidated Financial Statements
Years 2002 and 2001
"Unaudited"

<TABLE>
<CAPTION>
                                   Third Quarter             Second Quarter             First Quarter
                              9 Months Ended, July 31,  6 Months Ended, April 30,  3 Months Ended, January 31,
                              -----------------------   -------------------------  ---------------------------
                                 2002         2001         2002         2001          2002         2001
                               --------     --------     --------     --------      --------     --------
                                  $           $             $            $             $            $
<S>                              <C>          <C>          <C>         <C>            <C>         <C>
CONSOLIDATED BALANCE SHEET

Assets
     Cash                        56,221       96,151       60,422      102,624        76,260      117,120
     Accounts receivable            952          932          952        4,150           952        4,150
     Prepaid expenses                --          563           --           --            --           --

                               --------     --------     --------     --------      --------     --------
                                 57,173       97,646       61,374      106,774        77,212      121,270
                               ========     ========     ========     ========      ========     ========

Liabilities
     Accounts payable and
     accrued liabilities             --           --           --        3,042         6,500        3,542
                               --------     --------     --------     --------      --------     --------

Shareholders' equity
     Capital stock               88,818       88,818       88,818       88,818        88,818       88,818
     Additional paid-in
     capital                    913,826      913,826      913,826      913,826       913,826      913,826
     Deficit                   (945,471)    (904,998)    (941,270)    (898,912)     (931,932)    (884,916)
                               --------     --------     --------     --------      --------     --------
                                 57,173       97,646       61,374      103,732        70,712      117,728
                               --------     --------     --------     --------      --------     --------
                                 57,173       97,646       61,374      106,774        77,212      121,270
                               ========     ========     ========     ========      ========     ========

CONSOLIDATED STATEMENT OF
OPERATIONS AND DEFICIT

     Interest income                410        1,746          284        1,254           169          712
     Office and general          18,868       26,299       14,541       19,721         5,088        5,183
                               --------     --------     --------     --------      --------     --------
     Loss for the period        (18,458)     (24,553)     (14,257)     (18,467)       (4,919)      (4,471)
     Deficit, beginning of     (927,013)    (880,445)    (927,013)    (880,445)     (927,013)    (880,445)
     period
                               --------     --------     --------     --------      --------     --------
     Deficit, end of period    (945,471)    (904,998)    (941,270)    (898,912)     (931,932)    (884,916)
                               ========     ========     ========     ========      ========     ========
</TABLE>

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


<PAGE>


Bison Instruments Inc.
Interim Period Consolidated Financial Statements
Years 2002 and 2001
"Unaudited"


<TABLE>
<CAPTION>
                                      Third Quarter              Second Quarter              First Quarter
                                 9 Months Ended, July 31,  6 Months Ended, April 30,  3 Months Ended, January 31,
                                -------------------------  -------------------------  ---------------------------
                                    2002         2001         2002         2001           2002         2001
                                  --------     --------     --------     --------       --------     --------
                                      $           $             $           $               $            $
<S>                                <C>          <C>          <C>           <C>            <C>
CONSOLIDATED STATEMENT OF
CASH FLOWS

Cash provided by (used in):
     Cash flows from
     operating activities:
        Net loss                   (18,458)     (24,553)     (14,257)     (18,467)        (4,919)      (4,471)
Changes in non-cash working
balances related to operations
    Accounts receivable                (20)       3,218          (20)          --            (20)          --
    Prepaid expenses                    --         (563)          --           --             --           --
    Accounts and accrued
    liabilities                     (8,480)      (3,542)      (8,480)        (500)        (1,980)          --
                                  --------     --------     --------     --------       --------     --------
Net cash used in
operating activities               (26,958)     (25,440)     (22,757)      18,967         (6,919)      (4,471)
                                  --------     --------     --------     --------       --------     --------
Net decrease in cash               (26,958)     (25,440)     (22,757)      18,967         (6,919)      (4,471)
Cash, beginning of period           83,179      121,591       83,179      121,591         83,179      121,591
                                  --------     --------     --------     --------       --------     --------
Cash, end of period                 56,221       96,151       60,422      102,624         76,260      117,120
                                  ========     ========     ========     ========       ========     ========
</TABLE>

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



Note to interim period consolidated financial statements:

The unaudited interim period consolidated financial statements have been
prepared by the Company in accordance with United States generally accepted
accounting principles. The preparation of financial data is based on accounting
policies and practices consistent with those used in the preparation of the
audited annual consolidated financial statements. In the opinion of management,
these interim consolidated financial statements contain all adjustments
necessary to a fair presentation of the results of the interim periods
presented. These unaudited interim period consolidated financial statements
should be read together with the audited annual consolidated financial
statements and the accompanying notes included in the Company's 2002
Form 10-KSB.


<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

No independent accountant whose services were employed by the Company or any
independent accountant on whom the report is relied on by the Company has
resigned or been dismissed in the two most recent fiscal years or subsequent
interim periods.


PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

<TABLE>
<CAPTION>
                 DIRECTORS
        NAME                          AGE     POSITIONS HELD IN BISON                    TERM OF OFFICE  SERVED SINCE
<S>                                   <C>     <C>                                        <C>             <C>
        Barrie D. Rose                72      Director                                   1 year          1983
        Allan D. Erickson             60      Director                                   1 year          1982
        Glen A. Peer                  39      Director                                   1 year          1996
        Edward G. Lampman             57      Director, and Chief Executive Officer      1 year          1996
        Lawrence M. Martin            61      Director and General Manager               1 year          1998
</TABLE>


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

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

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

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

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


<PAGE>


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

Barrie D. Rose, Edward G. Lampman, Allan Erickson, Glen A. Peer and Lawrence M.
Martin were each required to file an Annual Statement of Change in Beneficial
Ownership on Forms by December 15, 2002 which were filed on January 10, 2003.


ITEM 10. EXECUTIVE COMPENSATION.

(a)  Summary Compensation Table

<TABLE>
<CAPTION>
                              ANNUAL COMPENSATION             LONG-TERM COMPENSATION
                                                                       AWARDS           PAYOUTS
        (a)            (b)      (c)        (d)        (e)         (f)         (g)         (h)          (i)
NAME AND PRINCIPAL   YEAR     SALARY      BONUS   COMPENSATION  AWARD(S)   OPTIONS      PAYOUTS    COMPENSATION
POSITION                      ($)         ($)        ($)         ($)      /SARS (#)     ($)          ($)
<S>                  <C>      <C>         <C>        <C>         <C>                    <C>          <C>
Edward G. Lampman,   2002     nil         nil        nil         nil                    nil          nil
Chief Executive      2001     nil         nil        nil         nil                    nil          nil
Officer              2000     nil         nil        nil         nil                    nil          nil
</TABLE>


(b)  Option/SAR in Last Fiscal Year

<TABLE>
<CAPTION>
                                                       INDIVIDUAL GRANTS
    (a)                       (b)                    (c)                    (d)                   (e)
NAME                      NUMBER OF              % OF TOTAL              EXERCISE OR        EXPIRATION DATE
                          SECURITIES             OPTIONS/SARS            BASE PRICE
                          UNDERLYING             GRANTED TO              ($/SH)
                          OPTIONS/SARS           EMPLOYEES IN
                          GRANTED (#)            FISCAL YEAR
<S>                          <C>                     <C>                     <C>                  <C>
N/A *                        --                      --                      --                   --
</TABLE>


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

<TABLE>
<CAPTION>
    (a)         (b)                (c)                   (d)                           (e)
NAME          SHARES              VALUE           NUMBER OF SECURITIES          VALUE OF UNEXERCISED
              ACQUIRED            REALIZED        UNDERLYING UNEXERCISED        IN-THE-MONEY
              ON                  ($)             OPTIONS/SARS AT FY-END        OPTIONS/SARS AT
              EXERCISE (#)                        (#)                           FY-END ($)

                                                  EXERCISABLE/                  EXERCISABLE/
                                                  UNEXERCISABLE                 UNEXERCISABLE
<S>              <C>                <C>                  <C>                         <C>
N/A *            --                 --                   --                          --
</TABLE>

<PAGE>


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


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

<TABLE>
<CAPTION>
                                                             ESTIMATED FUTURE PAYOUTS UNDER NO STOCK
                                                             PRICED-BASED PLANS
(a)                 (b)                     (c)                 (d)            (e)              (f)
NAME          NUMBER OF SHARES,        PERFORMANCE OR        THRESHOLD       TARGET           MAXIMUM
              UNITS OR OTHER RIGHTS    OTHER PERIOD UNTIL    ($ OR #)        ($ OR #)         ($ OR #)
              (3)                      MATURATION OR PAYOUT
<S>                 <C>                       <C>                <C>           <C>               <C>
N/A                 --                        --                 --            --                --
</TABLE>

(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%

<TABLE>
<CAPTION>
              (1)                        (2)                            (3)                       (4)
         TITLE OF CLASS           NAME AND ADDRESS OF            AMOUNT AND NATURE OF         PERCENT OF
                                  BENEFICIAL OWNER               BENEFICIAL OWNER             CLASS
<S>                               <C>                            <C>                          <C>
         Common Stock             Andus, Inc.*                   595,539 Common Shares        67.05%
                                  1209 Orange Street,
                                  Wilmington, Delaware, 19801
</TABLE>

     *    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.


<PAGE>


(b)  Security Ownership of Management

<TABLE>
<CAPTION>
              (1)                         (2)                           (3)                       (4)
         TITLE OF CLASS           NAME AND ADDRESS OF            AMOUNT AND NATURE OF         PERCENT OF
                                  BENEFICIAL OWNER               BENEFICIAL OWNER             CLASS
<S>                               <C>                            <C>                          <C>
         Common Stock             Barrie D. Rose                 595,539 Common Shares        67.05%
                                  50 Bartor Road
                                  Toronto, Ontario, Canada,
                                  M9M 2G5
</TABLE>


(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.


<PAGE>


(b)  No reports on Form 8-K were filed during the last quarter of the period
     covered by this report.

ITEM 14. CONTROLS AND PROCEDURES:

As of a date within 90 days of the date of this report, the Company's Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures 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.


                                   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 17, 2003


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 17, 2003


<PAGE>


Certifications:

I, Edward G. Lampman certify that:

1.   I have reviewed this annual report on Form 10-KSB of Bison Instruments Inc.

2.   Based on my knowledge, this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report.

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   As the registrant's certifying officer, I am responsible for establishing
     and maintaining disclosure controls and procedures (as defined in Exchange
     Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to me by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the registrant's board of directors:

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and


<PAGE>


     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   I have indicated in this annual report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date:  January 17, 2003

Edward G. Lampman




/s/ Edward G. Lampman          (signature)
-------------------------------
Chief Executive Officer, Chief Financial Officer and Director