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, 2004
                      ----------------

[_] 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: 20

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): $93,645 as of October 31,
2004.

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 October 31, 2004.

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 2003 and 2004, the business was commercially inactive. In June
1998, Bison sold its seismic product lines, and in November 1998, Bison sold its
Airport Runway Friction Measurement System (the "Mu-Meter"). The sales included
the intellectual property and inventory of the product lines.

The Company pays a director to administer its corporate affairs and monitor
residual business matters. During the year the Company paid $4,594 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., 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.
<PAGE>

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 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

                  2003 Q1              $0.15          $0.14
                  2003 Q2              $1.01          $0.15
                  2003 Q3              $0.41          $0.15
                  2003 Q4              $0.40          $0.15
                  2004 01              $0.39          $0.20
                  2004 Q2              $0.72          $0.26
                  2004 Q3              $0.32          $0.32
                  2004 Q4              $0.32          $0.32


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 273 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 2004 was $32,488 or $0.04 per share, compared with a loss in
2003 of $32,923 or $0.04 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 income tax losses of approximately $1,649,500 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
2019.

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

<PAGE>

support the Company for its normal management and corporate expenses at levels
of present expenditure until November 1, 2005.

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




<PAGE>


ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS

         BISON INSTRUMENTS, INC.
         (Expressed in United States dollars)
         Years ended October 31, 2004 and 2003

Report of the Independent Registered Public Accounting Firm

To the Directors and Stockholders of Bison Instruments, Inc.

We have audited the accompanying consolidated balance sheets of Bison
Instruments, Inc. and its subsidiary as of October 31, 2004 and 2003 and the
related consolidated statements of operations and deficit and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bison Instruments
Inc. and its subsidiary as of October 31, 2004 and 2003 and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


KPMG LLP


Chartered Accountants

Toronto, Canada

February 3, 2005


<PAGE>



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

October 31, 2004 and 2003

================================================================================
                                                        2004          2003
--------------------------------------------------------------------------------

Assets

Current assets:
         Cash                                       $     3,525    $    19,313

--------------------------------------------------------------------------------
                                                    $     3,525    $    19,313
================================================================================

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
         Accrued liabilities                        $     9,100    $     7,000

Advances from shareholder (note 3)                       14,600             --

Stockholders' equity (Deficiency):
         Share capital (note 5)                       1,002,644      1,002,644
         Deficit                                     (1,022,819)      (990,331)

--------------------------------------------------------------------------------
                                                        (20,175)        12,313
Going concern uncertainty(note 2)
================================================================================
                                                    $     3,525    $    19,313
--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

On behalf of the Board:

__________________________          Director


__________________________          Director

<PAGE>

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

Years ended October 31, 2004 and 2003

================================================================================
                                                   2004            2003
--------------------------------------------------------------------------------


Interest income                                $        20       $     205
--------------------------------------------------------------------------------
Expenses:
     Shareholder relations                          16,300          16,336
     Professional fees                               9,397           6,585
     Management fees                                 4,594           4,875
     Directors' fees                                 2,000           4,000
     Office and general                                217           1,332
--------------------------------------------------------------------------------
                                                    32,508          33,128
--------------------------------------------------------------------------------

Loss for the year                                  (32,488)        (32,923)

Deficit, beginning of year                        (990,331)       (957,408)


--------------------------------------------------------------------------------
Deficit, end of year                           $(1,022,819)      $(990,331)
================================================================================

Earnings (loss) per share                      $     (0.04)      $   (0.04)
================================================================================

See accompanying notes to consolidated financial statements.



<PAGE>


BISON INSTRUMENTS, INC.
Consolidated Statements of Cash Flows
(Expressed in United States dollars)


Years ended October 31, 2004 and 2003
================================================================================
                                                         2004           2003
--------------------------------------------------------------------------------

Cash provided by (used in):

Cash flows from operating activities:
         Loss for the year                             $(32,488)      $(32,923)
         Changes in non-cash working capital
         balances related to operations:
                  Accrued Liabilities                     2,100          1,000
--------------------------------------------------------------------------------

         Net cash used in operating activities          (30,388)       (31,923)
Financing:
         Increase in advances from shareholder           14,600             --
--------------------------------------------------------------------------------

Net decrease in cash                                    (15,788)       (31,923)

Cash, beginning of year                                  19,313         51,236

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

Cash, end of year                                      $  3,525       $ 19,313
================================================================================

See accompanying notes to consolidated financial statements.

<PAGE>

BISON INSTRUMENTS, INC.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Years ended October 31, 2004 and 2003

================================================================================

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 2003 and 2004, 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, 2004 and 2003 and changes in
                  deficit are presented in the consolidated Statement of
                  Operations and Deficit for each of those years.

         (b)      Income taxes:

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

         (c)      Revenue recognition:

                  The Company recognizes interest income as earned.

<PAGE>

         (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, 2004 and 2003
                  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, 2005. Management continues to pursue other business opportunities
         for the Company including merger opportunities with other businesses,
         which may result in a reverse-take-over of the Company. However, there
         is no guarantee that management will be successful in their endeavours.

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

3.       RELATED PARTY TRANSACTIONS:

         The Company maintains an office in Minnetonka, Minnesota which is
         provided free of charge by a director of the Company. During the year
         this same director administered and monitored residual business matters
         on behalf of the Company for which he was paid $4,594 (2003 - $4,875).
<PAGE>

         An affiliate of Andus Inc. provides management and accounting services
         at no charge to the Company.

         The advances from shareholder are payable to Andus Inc., the majority
         shareholder of the Company. The advances are non-interest bearing,
         unsecured, and have no specific terms of repayment. Because the Company
         has no means to generate the revenue necessary to pay its obligations
         to regulatory bodies, directors, accountants and lawyers, Andus has
         undertaken to fund the Company's normal management and corporate
         expenses at levels of present expenditures until at least November 1,
         2005, and not to demand repayment of the advances from shareholder
         before November 1,2005.


<PAGE>

4.       INCOME TAXES:

         The Company's statutory income tax rate is 38.4% (2003 - 38.4%).

         The tax effects of temporary differences, resulting from net operating
         loss carry forwards of approximately $1,649,500 (2003 - $1,617,000),
         that give rise to significant portions of deferred tax assets at
         October 31, 2004 and 2003 are presented below:

         =======================================================================
                                                          2004          2003

         Deferred tax asset primarily
           attributable to losses                       $633,000      $621,000
         Less valuation allowance                        633,000       621,000


         -----------------------------------------------------------------------
         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
         -----------------------------------------------------------------------
                                                                    $1,649,500

         -----------------------------------------------------------------------
         The deferred tax asset as at October 31, 2003 has been increased by
         $37,000 to correct for a clerical error. The valuation allowance has
         been increased by the same amount.

5.       SHARE CAPITAL:

         =======================================================================
                                                         2004          2003
         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

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

<PAGE>


6.       FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:

         The fair values of the Company's cash and accrued liabilities
         approximate their carrying amounts due to the relatively short periods
         to maturity of these items. The fair value of the advances from
         shareholder is not determinable due to its related party nature.

7.       NEW ACCOUNTING PRONOUNCEMENTS:

         The Financial Accounting Standards Board ("FASB") has issued several
         new standards which have implementation dates subsequent to the
         Company's year end. Management does not believe that any of these new
         standards will have a material impact on the consolidated financial
         statements.

<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.

ITEM 8A. 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 and in consultation with the Company's independent
auditors, the Chief Executive Officer and Chief Financial Officer concluded that
the 10-QSB reports for the three quarters ending on January 31, 2004, April 30,
2004 and July 31, 2004, did not include the following:

         "KPMG LLP, the Company's independent auditors, has not performed a
         quarterly review of the unaudited financial statements for the ________
         quarter ended _____________, 2004."

In addition, the notes to the interim quarterly reports did not disclose that
the Company is able to mitigate going concern issues due to the continued
financial support of the majority shareholder of the Company. The majority
shareholder has committed to support the Company financially for its normal
management and corporate expenses at levels of present expenditures until
November 1, 2005. Management continues to pursue other business opportunities
for the Company, including merger opportunities with other businesses, which may
result in a reverse-take-over of the Company. However, there is no guarantee
that management will be successful in its endeavours.

The Company disclosed the foregoing in 10-QSB/A for the periods noted above. The
Chief Executive Officer and Chief Financial Officer have now 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.

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 A.

<PAGE>

PART III

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

    DIRECTORS
                                                        TERM OF      SERVED
NAME                 AGE   POSITIONS HELD IN BISON      OFFICE       SINCE
Barrie D. Rose       74    Director                     1 year       1983
Allan D. Erickson    62    Director                     1 year       1982
Glen A.Peer          41    Director                     1 year       1996
Edward G. Lampman    59    Director, and Chief          1 year       1996
                           Executive Officer
Lawrence M. Martin   63    Director and General         1 year       1998
                           Manager

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

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

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

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

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

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

Barrie D. Rose, Edward G. Lampman, Allan Erickson, Glen A. Peer and Lawrence M.
Martin were each required to file an Annual Statement of Change in Beneficial
Ownership on Forms by December 15, 2004, 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.
<PAGE>

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                            SALARY    BONUS    COMPENSATION    AWARD(S)  OPTIONS/SARS   PAYOUTS     COMPENSATION
PRINCIPAL POSITION         YEAR      ($)       ($)         ($)            ($)        (#)          ($)           ($)
<S>                        <C>       <C>       <C>         <C>            <C>       <C>            <C>          <C>
Edward G. Lampman,         2004      nil       nil         nil            nil                      nil          nil
Chief Executive            2003      nil       nil         nil            nil                      nil          nil
Officer                    2002      nil       nil         nil            nil                      nil          nil
</TABLE>

(b)      Option/SAR in Last Fiscal Year

<TABLE>
<CAPTION>
                                                        INDIVIDUAL GRANTS

      (a)                          (b)                     (c)                       (d)                 (e)
                                 NUMBER OF              % OF TOTAL
                                SECURITIES             OPTIONS/SARS
                                UNDERLYING              GRANTED TO               EXERCISE OR
                               OPTIONS/SARS             EMPLOYEES                BASE PRICE          EXPIRATION
NAME                           GRANTED (#)            IN FISCAL YEAR                ($/SH)              DATE
<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)
                                                    NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                      SHARES ACQUIRED     VALUE     UNDERLYING UNEXERCISED             IN-THE-MONEY
                        ON EXERCISE      REALIZED   OPTIONS/SARS AT FY-END         OPTIONS/SARS AT FY-END
NAME                         (#)           ($)                (#)                           ($)
                                                   EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
<S>                          <C>           <C>                <C>                            <C>
N/A *                        --            --                 --                             --
</TABLE>

*        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

<PAGE>

<TABLE>
<CAPTION>
                                                                          ESTIMATED FUTURE PAYOUTS UNDER
                                                                            NO STOCK PRICED-BASED PLANS
(a)                         (b)                        (c)                    (d)       (e)       (f)
                  NUMBER OF SHARES, UNITS   PERFORMANCE OR OTHER PERIOD    THRESHOLD   TARGET   MAXIMUM
NAME                  OR OTHER RIGHTS       UNTIL MATURATION OR PAYOUT      ($ OR #)  ($ OR #)  ($ OR #)
<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)
                                     NAME AND ADDRESS                AMOUNT AND NATURE          PERCENT
          TITLE OF CLASS            OF BENEFICIAL OWNER              OF BENEFICIAL OWNER        OF 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.


(b)      Security Ownership of Management

<TABLE>
<CAPTION>
               (1)                         (2)                              (3)                   (4)
                                     NAME AND ADDRESS                AMOUNT AND NATURE          PERCENT
          TITLE OF CLASS            OF BENEFICIAL OWNER              OF BENEFICIAL OWNER        OF 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>

<PAGE>

(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.

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

<PAGE>

ITEM 14. INDEPENDENT AUDITOR

KPMG LLP has been appointed as the Company's auditors, at a fee of $5,000 U.S.
(2003 - $5,000 U.S.).




                                   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: February 16, 2005


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: February 16, 2005