See accompanying notes to the unaudited interim period consolidated financial statements.
Notes to interim period consolidated financial statements:
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1. | Significant Accounting Policies |
The unaudited interim period consolidated financial statements have been prepared by the Company in accordance with United States generally accepted accounting principles for interim financial statements.
The financial statements do not include footnotes and certain financial presentations normally required under generally accepted accounting principles; and, therefore, should be read in conjunction with the Company’s Annual Report on Form 10-K for the year-ended October 31, 2009.
In the opinion of management, all adjustments have been made that are necessary to fairly present the financial position, results of operations and cash flows of the Company. Adjustments are of normal recurring nature.
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2. | Going Concern Uncertainty |
These interim period consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. There is significant doubt about the appropriateness of the use of the going concern assumption because the Company experienced losses and negative cash flows in the current and prior periods 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 February 1, 2011 Management continues to pursue other business opportunities for the Company including merger opportunities with other businesses, which may result in a reverse-take-over of the company. However, there is no guarantee that management will be successful in their endeavours.
These interim period consolidated financial statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these financial statements, then adjustments would be necessary to the carrying value of assets, the reported revenues and expenses, and the balance sheet classifications used.
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3. | Related Party Transactions |
The advances from shareholder are payable to Andus Inc., the majority shareholder of the Company. The advances are non-interest bearing, unsecured, and have no specific terms of repayment. Because the Company has no means to generate the revenue necessary to pay its obligations to regulatory bodies, directors, accountants and lawyers, Andus has undertaken to fund the Company’s normal management and corporate expenses at levels of present expenditures until at least February 1, 2011 and not to demand repayment of the advances from shareholder before February 1, 2011. During the period ended January 31, 2010, Andus Inc. advanced an additional $26,500 to the Company.
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The General Manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters. During the period, the Company incurred expenses to Mr. Martin of $1,800 for these services. An office is maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin. An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.
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4. | Accounting Pronouncements: |
The Financial Accounting Standards Board (“FASB”) issued authoritative guidance on the FASB Accounting Standards Codification (“ASC”) and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Principles. The codification was effective for interim or annual periods ending after September 15, 2009, and impacted the Company’s financial statement disclosures beginning with the year ending October 31, 2009 as all future references to authoritative accounting literature will be referenced in accordance with the Codification.
The FASB has issued authoritative guidance on Non-controlling Interests in Consolidated Financial Statements. The new codification code is ASC 810, Consolidation. This statement changes the way the consolidated income statement is presented when non-controlling interests are present. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. The implementation of this pronouncement did not have a significant impact on the financial statements of the Company.
The FASB has issued authoritative guidance on Business Combinations. The new codification code is ASC 805, Business Combinations. This statement retains the fundamental requirements that the acquisition method of accounting be used, and applies to all business entities, including mutual entities that previously used the pooling of interest method of accounting for some business combinations. The implementation of this pronouncement did not have a significant impact on the financial statements the Company.
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The net loss for the three months of fiscal year 2010 was $20,321 or $0.02 per share, compared with a net loss of $17,124 or $0.02 per share for the same period last year.
No sales were recorded for the Company in the three months of fiscal years 2010 and 2009.
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The sale by Bison of its product lines in prior years has essentially rendered Bison inactive.
The General Manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters. During the period, the Company incurred expenses to Mr. Martin of $1,800 for these services. An office is maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin. An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.
The Company has income tax losses of approximately $1,837,500 per 10-K 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 2024.
The Company has no means to generate revenue necessary to pay its obligations to regulatory bodies, directors, accountants and lawyers. In this regard, Andus Inc., the majority shareholder has committed to support the Company for its normal management and corporate expenses at levels of present expenditure until February 1, 2011.
Management continues to pursue other business opportunities for the Company including merger opportunities with other businesses which may result in a reverse-take-over of the Company. However, there is no guarantee that management will be successful in their endeavours.
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters, the matters discussed in this Form 10-Q 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.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
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N/A | |
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Item 4. | Controls and procedures. |
As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon this evaluation and in consultation with the Company’s independent auditors, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures currently in effect are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified by the Securities and Exchange Commission’s rules and forms.
The Chief Executive Office and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are also effective to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.
There have been no changes in the Company’s internal control over financial reporting during the Company’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
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Item 1. | Legal Proceedings. |
The Company is not presently party to any pending legal proceeding, and its property is not the subject of any pending legal proceeding.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
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| (a) | During the period covered by this report, the registrant did not sell any equity securities that were not registered under the Securities Act. |
| (b) | N/A |
| (c) | During the quarter covered by this report, the registrant did not purchase any equity securities. |
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Item 3. | Defaults Upon Senior Securities |
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There has been no material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the issuer. |
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Item 4. | Submission of Matters to a Vote of Security Holders |
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No matter was submitted during the first quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. |
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Item 5. | Other Information |
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N/A | | |
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Item 6. | Exhibits. |
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| | 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. |
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| | The Company is not subject to any voting trust agreements. |
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| | As the Company is essentially inactive at the time of this filing, it is not currently party to any material contracts. |
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| | A statement regarding the computation of share earnings has not been included in this Form for Registration of Securities, as the primary and fully diluted share earnings are identical and can be clearly determined from the financial statements provided. |
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PART III |
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Item 1. | Reports on Form 8-K. |
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| | A report on Form 8-K was filed on March 3, 2010. This form informed the Commission of the resignation of Edward G. Lampman as Chief Executive Officer, Chief Financial Officer and Director of Bison Instruments, Inc. This form informed the Commission of the appointment of Eric Sunshine as Chief Financial Officer of Bison Instruments, Inc. This form informed the Commission of the appointment of Barrie D. Rose as Chief Executive Officer of Bison Instruments, Inc. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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By: | /s/ Bison Instruments, Inc. | |
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| /s/ Eric Sunshine (Signature) | |
| Eric Sunshine | |
| Chief Financial Officer | |
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Date: March 11, 2010 | |
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