Yinhang Internet Technologies Development 10-Q 2013 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2013

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from ____________ to____________

Commission File No. 000-54574

BISON PETROLEUM, CORP.

(Exact name of Registrant as specified in its charter)

Nevada	42-1771342
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2825 E. Cottonwood Park, Suite 503

Salt Lake City, Utah 84121

 (Address of Principal Executive Offices)

(801) 990-3180

(Registrant’s Telephone Number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes [X]  No [  ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes [X]  No [  ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

Outstanding Shares

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  November 22, 2013 – 40,033,335 shares of common stock (does not include 1,000,000 shares issuable under a Lease Purchase Agreement dated August 9, 2013, as outlined in Note 5 of the Registrant’s financial statements that accompany this Quarterly Report and Part II, Item 2).

NAME REFERENCES

In this Quarterly Report on Form 10-Q, references to “Bison Petroleum” the “Company,” “we,” “us,” “our” and words of similar import refer to Bison Petroleum, Corp., a Nevada corporation, unless the context requires otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain forward-looking statements, and for this purpose, any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control.  These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we have filed with the Securities and Exchange Commission (the “SEC”), including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

2

PART I –FINANCIAL INFORMATION

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes.  In the opinion of management, the Financial Statements fairly present the financial position of the Registrant.

3

INDEX TO FINANCIAL STATEMENTS
Unaudited Financial Statements of Bison Petroleum, Corp.
	Balance Sheets as of October 31, 2013 and April 30, 2013.........................................	F-2
	Statements of Operations for the Three and Six Months Ended October 31, 2013   and 2012 and from inception (February 9, 2010) to October 31, 2013…....................	F-3
	Statements of Cash Flows for the Six Months Ended October 31, 2013 and 2012   and from inception (February 9, 2010) to October 31, 2013......................................	F-4
	Notes to the Financial Statements.............................................................................	F-5

F-1

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

				October 31,		April 30,
				2013		2013
		ASSETS		(Unaudited)
Current Assets
	Cash or Cash Equivalents		$	14,589	$	57
	Stock Subscription Receivable			-		30,000
	Prepayments			-		300
	Total current assets			14,589		30,357
TOTAL ASSETS			$	14,589	$	30,357
		LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
	Accounts payable		$	4,805	$	4,501
	Accounts payable – officer			14,506		40,782
	Loans from stockholders			11,465		11,435
	Total current liabilities			30,776		56,718
TOTAL LIABILITIES				30,776		56,718
COMMITMENTS AND CONTINGENCIES				-		-
STOCKHOLDERS’ DEFICIT
	Common stock, par $0.001, 800,000,000 shares authorized, 39,700,001 and 30,933,336 shares issued and outstanding, respectively			39,700		30,933
	Common stock to be issued			540,000
	Additional paid in capital			573,769		122,535
	Deficit accumulated during the development stage			(1,169,656)		(179,829)
TOTAL STOCKHOLDERS’ DEFICIT				(16,187)		(26,361)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	14,589	$	30,357

The accompanying notes to the financial statements are an integral part of these statements.

F-2

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2013 AND 2012

AND FROM THE PERIOD FROM FEBRUARY 9, 2010 (INCEPTION) TO OCTOBER 31, 2013

(Unaudited)

				Three Months Ended October 31, 2013		Three Months Ended October 31, 2012		Six Months Ended October 31, 2013		Six Months Ended October 31, 2012		From inception (February 9, 2010) to October 31, 2013
INCOME			$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES
	Organization expenses			-		-		-		-		1,500
	Taxes and licenses			-		-		-		-		625
	Accounting			3,600		2,890		12,600		9,390		60,505
	Oil and gas lease expense			540,000		-		540,000		-		540,000
	Legal Expenses			8,094		2,252		13,744		7,722		67,240
	Administrative expenses			13,508		24,506		53,483		24,956		68,878
	Officer compensation expense			85,000		-		370,000		-		430,000
		Total Operating Expenses		650,202		29,648		989,827		42,068		1,168,748
OTHER INCOME AND (EXPENSES)
	Finance charges			-		-		-		(89)		(901)
	Foreign currency exchange			-		-		-		-		(7)
		Total Other Income and (Expenses)		-		-		-		(89)		(908)
NET LOSS BEFORE INCOME TAXES				(650,202)		(29,648)		(989,827)		(42,157)		(1,169,656)
PROVISION FOR INCOME TAXES				-		-		-		-		-
NET LOSS			$	(650,202)	$	(29,648)	$	(989,827)	$	(42,157)	$	(1,169,656)
Weighted Average Number of Shares Outstanding				39,482,609		25,269,568		38,078,986		28,800,000
Net Loss Per Share			$	(0.02)	$	(0.00)	$	(0.03)	$	(0.00)

The accompanying notes to the financial statements are an integral part of these statements.

F-3

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2013 AND 2012

AND FROM THE PERIOD FROM FEBRUARY 9, 2010 (INCEPTION) TO OCTOBER 31, 2013

(Unaudited)

			Six Months Ended October 31, 2013		Six Months Ended October 31, 2012		From inception (February 9, 2010) to October 31, 2013
Cash used in operating activities:
	Net loss	$	(989,827)	$	(42,157)	$	(1,169,656)
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
	Stock issued for services		285,000		-		285,000
	Stock to be issued for oil and gas lease expense		540,000		-		540,000
Changes in Assets and Liabilities
	Increase (decrease) in accounts payable		304		23,660		4,805
	Increase (decrease) in accounts payable – officer		(11,275)		-		29,507
	Decrease (increase) in prepayments		300		-		-
Net cash used in operating activities			(175,498)		(18,497)		(310,344)
Cash Flows from Financing Activities:
	Proceeds from stock subscription receivable		30,000		-		-
	Sale of common stock		160,000		-		276,000
	Loans from stockholders		30		18,497		48,933
Net Cash Provided by Financing Activities			190,030		18,497		324,933
Net Increase in Cash and Cash Equivalents			14,532		-		14,589
Cash and Cash Equivalents – Beginning			57		-		-
Cash and Cash Equivalents – End		$	14,589	$	-	$	14,589
Supplemental disclosures:
	Cash paid for interest	$	-	$	-	$	-
	Cash paid for income taxes	$	-	$	-	$	-
Non-cash financing activities:
	Loans contributed to capital	$	-	$	-	$	37,468
	Common stock subscription	$	-	$	-	$	30,000
	Stock issued for Debt	$	15,000	$	-	$	15,000

The accompanying notes to the financial statements are an integral part of these statements.

F-4

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

October 31, 2013 (unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Bison Petroleum, Corp. (f/k/a GreenChoice International, Inc.) (the “Company”) was incorporated on February 9, 2010 under the laws of the State of Nevada.  The Company was organized for the business purpose of  marketing prefabricated log cabin type homes in countries outside North America.  These endeavors have ceased, and the Company determined to engage in the oil and natural gas industry in August, 2013, where its efforts are now focused.  The Company has selected April 30 as its fiscal year end.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915-10-20, “Development Stage Entity.”  The Company is devoting substantially all of its efforts to the execution of its business plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had cash and cash equivalents of $14,589 as of October 31, 2013 and $57 as of April 30, 2013.

Start-up Costs

In accordance with ASC 720-15-25, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the Company’s common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.

Net Income or (Loss) Per Share of Common Stock

The Company follows financial accounting standards which provide for “basic” and “diluted” earnings per share.  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of shares upon exercise.  The Company has no potentially dilutive securities such as options, warrants, or convertible bonds currently issued and outstanding.  Consequently basic and diluted shares are the same, as presented in the Statements of Operations and Comprehensive Loss.

Recently Enacted Accounting Standards

In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules

F-5

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

October 31, 2013 (unaudited)

and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  

Modifications to the ASC are accomplished by the issuance of Accounting Standards Updates (“ASU’s”).  The Company has evaluated ASU’s through No. 2013-11.  None of the updates for the period have applicability to the Company or their effect on the financial statements would not have been significant.

Office Space and Labor

The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities during the initial period of operations.  The Company will recognize the fair value of services and office space so provided as contributed capital in accordance with ASC 225-10-S99-4.  From inception (February 9, 2010) through October 31, 2013, the fair value of services and office space provided are estimated to be nil.

NOTE 3 - PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from February 9, 2010 (date of inception) through October 31, 2013 of approximately $1,169,656 will begin to expire in 2031.  Using an estimated rate of 35%, deferred tax assets of approximately $409,380 were offset by the valuation allowance.

The Company has no tax positions at October 31, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.

During the period from February 9, 2010 (inception) to April 30, 2013, the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at October 31, 2013.  All tax years starting from 2010 are open for examination.  

NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES

On August 9, 2013, the Company entered into a Lease Purchase Agreement with Nelan Advisors Corporation (“Nelan”), whereby Nelan sold certain oil and gas leases issued by the State of Wyoming to Bison.  Bison is a successor in interest to Nelan, which is a successor in interest to Gas Ventures LLC, the record owner of these leases.  Bison will issue 1,000,000 shares of its common stock, comprised of “restricted securities” under SEC Rule 144, which shares are subject to resale in accordance with subparagraph (i) of Rule 144, on the recording of the leases.  The Lease Purchase Agreement contains customary representations and warranties regarding good standing of the parties, due authorization and authority, among others, though title to the leases is not guaranteed by Nelan.  Nelan also made various representations about access to information about Bison, its sophistication and understanding of the nature of the “restricted securities” it was acquiring of Bison. Bison shall own not less than an 80% net interest in the leases or the oil and gas, if any, recovered from these leases.

Nelan owned 1,399,998 shares of Bison common stock prior to the execution and delivery of the Lease Purchase Agreement.

F-6

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

October 31, 2013 (unaudited)

Oil and gas lease property acquisition and exploration costs are expensed as incurred. When it has been determined that a  property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

NOTE 5 - STOCKHOLDERS’ DEFICIT

On June 5, 2013, the Company changed its name to ‘Bison Petroleum, Corp.’ and increased its number of authorized shares of common stock from One Hundred Million (100,000,000), par value $ 0.001, to Eight Hundred Million (800,000,000), par value $0.001 and, authorized a forward split of its issued and authorized common shares, whereby every One (1) old share of common stock will be exchanged for Eight (8) new shares of the Company’s common stock, for shareholders of record as of June 17, 2013. As a result, the issued and outstanding shares of common stock will increase from Four Million Nine Hundred Thousand (4,900,000) shares prior to the forward split to Thirty Nine Million Two Hundred Thousand (39,200,000) shares following the forward split. The split is reflected retrospectively in these financial statements.

As of October 31, 2013, the Company has 800,000,000 shares of common stock authorized, par value of $.001 per share, with 39,701,001 shares issued and outstanding.

All common share amounts (except par value and par value per share amounts) have been retroactively restated to reflect the eight for one forward split, effective June 19, 2013.

The following details the stock transactions for the Company:

On February 10, 2010, the Company authorized the sale of 12,000,000 shares of its common stock to its founding President for $.00125 per share for a total of $15,000 cash to provide initial working capital. The stock subscription was fully paid as of June 11, 2010.

On May 18, 2011, the Company received paid subscriptions for 4,000,000 shares at $0.00125 per share for a total of $5,000. The proceeds were used for administrative expenses.

On July 14, 2011, the Company received paid subscriptions for another 4,000,000 shares at $0.00125 per share for $5,000, which was used for administrative expenses. During August, September, and October 2011, the Company sold 8,800,000 shares at $0.00125 per share for proceeds of $11,000 to be used for administrative expenses.

The offering included in the Company’s S-1 filing is closed and all certificates were issued as of October 31, 2011.

On January 7, 2013, the Company issued a total of 1,333,336 shares of common stock to one private investor for cash in the amount of $0.0375 per share for a total of $50,000.

On April 17, 2013, the Company issued a total of 800,000 shares of common stock to Nelan for cash in the amount of $0.0375 per share for a total of $30,000.

On May 6, 2013, the Company issued a total of 266,664 shares of common stock to Nelan for cash in the amount of $0.0375 per share for a total of $10,000.

On May 29, 2013, the Company issued a total of 8,000,000 shares of common stock to Antonio Martinez-Guzman, its sole officer and director, valued at $300,000 or $0.0375 per share as payment for services rendered to the Company. $15,000 was for payment of prior services and $285,000 was for services in the current year.

On July 23, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

F-7

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

October 31, 2013 (unaudited)

On August 9, 2013, the Company entered into a Lease Purchase Agreement with Nelan Advisors Corporation, whereby Nelan sold certain oil and gas leases issued by the State of Wyoming to the Company.  The Company is a successor in interest to Nelan, which is a successor in interest to Gas Ventures LLC, the record owner of these leases.  The Company will issue 1,000,000 shares of its common stock on the recording of the leases.  

On September 18, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On October 10, 2013, the Company issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

NOTE 6 - LOANS FROM STOCKHOLDERS

The Company’s former President and former sole director along with another stockholder have advanced funds for organizational and administrative expenses.  

During the year ended April 30, 2013, the Company’s former president and former sole director along with another stockholder agreed to forgive debt outstanding totaling $37,468, which has been recorded as contributed capital.

The Company’s President and sole director has advanced funds for organizational and administrative expenses.  The total of these advances as of October 31, 2013, is $11,465.  The loans are unsecured and payable on demand. Consequently, the loans are reported as current liabilities.

NOTE 7 - FOREIGN CURRENCY TRANSLATION

Since the Company previously operated in Canada there was potential for transactions in Canadian dollars.  From inception, the only transactions were $7 net expense from conversion of Canadian currency paid for stock.  Assets and liabilities, if denominated in Canadian dollars, are revalued to United States dollars as of the reporting date.  The effect of such change in exchange rates is reported as a Cumulative Currency Translation Adjustment and included in Other Comprehensive Gains or (Losses) which, to date, have been nominal.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage and has generated no operating revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the six months ended October 31, 2013, the Company’s President rendered invoices of $377,115 to the Company for Consulting Services and expenses paid on behalf of the Company. The President received $403,391 (including $300,000 of common stock) during the period to October 31, 2013, leaving an unpaid balance of $14,506, shown on the balance sheet as accounts payable –officer.

F-8

BISON PETROLEUM, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

October 31, 2013 (unaudited)

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a lease agreement for a monthly rent of $700 on an office space for a period of July 11, 2013 through January 31, 2014 and $4,253 was paid for rent and service retainer during the six months ended October 31, 2013.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated events through the date the financial statements were issued.  There are no subsequent events required to be reported, except as follows:

On November 18, 2013, the Company entered into a private placement agreement with Nelan whereby the Company received $100,000 for the issuance of 333,334 shares of its common stock at $0.30 per share.

F-9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

In this Quarterly Report on Form 10-Q, references to “Bison Petroleum” the “Company,” “we,” “us,” “our” and words of similar import refer to Bison Petroleum, Corp., a Nevada corporation, unless the context requires otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain forward-looking statements, and for this purpose, any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control.  These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we have filed with the SEC, including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

Plan of Operation

We are an independent energy company presently in the developmental stage and engaged in the acquisition and planned exploration and development of certain oil and natural gas properties located in the Bighorn Basin in the State of Wyoming.  We presently have interests in approximately 840 acres in the Bighorn Basin.  Our current plans, including estimated costs, are to:

·

Acquire a 2D seismic evaluation of our acreage ($40,000);

·

Undertake a gravity survey ($30,000);

·

Undertake seepage survey ($32,000);

·

Complete a new 3D seismic evaluation of our acreage ($200,000 to $400,000);

·

Evaluate our acreage position and acquire additional leases in the Bighorn Basin and elsewhere;

·

Plan to drill wells to 3,000 feet; and;

·

Plan our well spacing to 10 acres.

We presently have no reserves, and we are in the initial phase of our evaluation of our current leases and our planned development of these leases.  Depending upon the results of our evaluation and recommendations of our geologic consultants that we have engaged, drilling expenses for one (1) well are estimated to be between $850,000 and $1,052,000, which includes the estimated costs referenced above, along with approximately $50,000 for bonding and permitting processes; $300,000 for drilling; and approximately $200,000 for completion of any producing well drilled.  We will require substantial additional funding or operating partners or others to fully implement our plans, and no assurance can be given that we will be able to raise the necessary capital or attract operators or others to participate with us in any drilling program that is undertaken.  Even if we are successful in attracting operators or others to participate with us, such participation may substantially reduce our interest in any well drilled.

We may also seek to create value through partnering with operators who have experience in developing and producing oil and gas on our leases and other acreage in the Bighorn Basin.

4

Results of Operations

Three Months Ended October 31, 2013, Compared to the Three Months Ended October 31, 2012

During the three months ended October 31, 2013, and 2012, we had income of $0.  Operating expenses during the three months ended October 31, 2013, were $650,202, compared to $29,648, during the three months ended October 31, 2012.  The increase in operating expenses during the three months ended October 31, 2013, was directly related to officer compensation and oil and gas lease expense.  Administrative expenses decreased during the three months ended October 31, 2013.  We had a net loss during the three months ended October 31, 2013, of $650,202, compared to $29,648 for the same period in 2012, with a cumulative loss of $1,169,656 from inception on February 9, 2010.

Six Months Ended October 31, 2013, Compared to the Six Months Ended October 31, 2012

During the six months ended October 31, 2013, and 2012, we had income of $0.  Operating expenses during the six months ended October 31, 2013, were $989,827, compared to $42,068, during the six months ended October 31, 2012.  The increase in operating expenses during the six months ended October 31, 2013, was directly related to officer compensation and oil and gas lease expense.  Administrative expenses also increased during the six months ended October 31, 2013.  We had a net loss during the six months ended October 31, 2013, of $989,827, compared to $42,157 for the same period in 2012.

Liquidity

We had cash at October 31, 2013, of $14,589.  At October 31, 2013, we had a negative working capital of $16,187, compared to negative working capital of $26,361 at April 30, 2013.

Capital Resources

During the six months ended October 31, 2013, operating activities used net cash of $175,498, compared to $18,497 net cash used in the six months ended October 31, 2012.

During the six months ended October 31, 2013, we received cash from financing activities of $190,030, coming from proceeds from stock subscriptions, sale of common stock, and loans from stockholders, as compared to $18,497 provided in financing activities for the six months ended October 31, 2012, all of which were loans from stockholders.

We intend to fund future operations for the next 12 months through cash flows generated from operations and current cash on hand.  These contributions are expected to satisfy amounts in accounts payable and can potentially be used to partially fund operations.  If these cash flows or cash on hand are not sufficient to fund operations, we may be required to raise capital through either debt or equity financing.  Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all.  If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the required financing, we may be forced to curtail our existing or planned future operations.  We believe our current resources will not enable us to continue our current planned operations for the next 12 months.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during the quarter ended October 31, 2013.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and

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procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of October 31, 2013, our disclosure controls and procedures were effective, and provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On August 9, 2013, we entered into a Lease Purchase Agreement with Nelan Advisors Corporation, a British Virgin Islands corporation (“Nelan”), whereby Nelan sold us certain oil and gas leases issued by the State of Wyoming.  We are a successor in interest to Nelan in these leases.  We will issue 1,000,000 shares of our common stock, comprised of “restricted securities” under SEC Rule 144, which shares are subject to resale in accordance with subparagraph (i) of Rule 144, on the recording of the leases.  Under the Lease Purchase Agreement, we will own not less than 80% of the net interest in the leases or the oil and gas, if any, recovered from these leases.  See our Current Report on Form 8-K dated August 9, 2013, which was filed with the SEC on August 12, 2013.  See Item 6.

On September 18, 2013, we issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On October 10, 2013, we issued a total of 166,667 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $50,000.

On November 18, 2013, we accepted a Subscription Agreement, and on November 21, 2013, we issued a total of 333,334 shares of common stock to Nelan for cash in the amount of $0.30 per share for a total of $100,000.

All of these shares were sold to persons who were “accredited investors” as defined in Rule 501 of Regulation D of the SEC, under Rule 506(b) thereof, and the offer and sale of these shares were exempt from the registration provisions of the Securities Act, by reason thereof.  In addition, we claim the exemptions from registration of the offer and sale of these shares under Sections 4(a)(2) and 4(a)(5) of the Securities Act, along with Regulation S, for foreign sales.  State laws requiring the registration of the offer and sale of securities under Rule 506 are preempted by Section 18 of the Securities Act.

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Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

On October 2, 2013 we entered into an Agreement with Barry L. Whelan, a professional geoscientist, to provide services to the Company, including, but not limited to, geological consulting, management of field operations, representation on technical and management committees and preparation of qualifying reports on our oil and gas lease interests.  Mr. Whelan will be paid a monthly fee of $2,500 for up to five days of service.  Out of pocket expenses will also be reimbursed.  For additional information on this Agreement, see our 8-K Current Report dated October 2, 2013, which was filed with the SEC on October 10, 2013.  See Item 6.

On October 21, 2013, we entered into an Agreement with L. Alex Scarbrough Jr., an experienced hard minerals geologist to provide services to the Company including, but not limited to, geological consulting, management of field operations, representation on technical and management committees and preparation of a qualify report for a fee of $500 per day, with a three day per month minimum.  For additional information on this Agreement, see our 8-K Current Report dated October 21, 2013, which was filed with the SEC on October 25, 2013.  See Item 6.

Item 6. Exhibits.

Exhibit No.	Identification of Exhibit
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Antonio Martinez-Guzman, Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer and Director.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 proved by Antonio Martinez-Guzman, Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer and Director.
101.INS	XBRL Instance Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.SCH	XBRL Taxonomy Extension Schema*
**	Incorporated by reference.
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections. ** 8-K Current Report dated August 9, 2013, which was filed with the SEC on August 12, 2013. 8-K Current Report dated October 2, 2013, which was filed with the SEC on October 10, 2013. 8-K Current Report dated October 21, 2013, which was filed with the SEC on October 25, 2013.

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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

Bison Petroleum, Corp.

Date:	December 2, 2013	By:	/s/ Antonio Martinez-Guzman
			Antonio Martinez-Guzman, Principal Executive Officer, Principal Financial Officer and a director

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