XOTC:BSOI Bison Instruments Inc Quarterly Report 10-Q Filing - 7/31/2012

Effective Date 7/31/2012

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

FORM 10-Q
 
 
(Mark One)
[X] 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedJuly 31, 2012.

[ ] 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from                 to                 .


Commission File number 000-27297

 
Bison Instruments, Inc.                 
(Exact name of registrant as specified in its charter)
         
           
           
Minnesota   E41-0947661       
(State or other jurisdiction of    (I.R.S. Employer      
incorporation or organization)    Identification No.)      
           
           
7725 Vasserman Trail, Chanhassen, MN        55317      
(Address of principal executive office)      (Zip Code)    
 
 
(952) 938-1055                                           
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has 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 registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
 
Large accelerated filer [ ]
Accelerated filer [ ]
Non-acceleratedfiler [ ](Do not check if a smaller reportingcompany)
Smaller reporting company [x]


 
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act). YES [x] NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: As of July 31, 2012, the Issuer had 888,180 shares of common stock, par value $0.10, issued and outstanding.
 
 
 

 



PART I

Item 1.  Interim Period Consolidated Financial Statements
 
CONSOLIDATED BALANCE SHEETS

   
July 31
2012
(unaudited)
   
October 31
2011
 
 
   
 
   
 
 
ASSETS
           
Cash
  $ 1,401     $ 5,009  
    $ 1,401     $ 5,009  
                 
CURRENT LIABILITIES
               
Accrued liabilities
  $ 7,947     $ 11,809  
                 
Advances from shareholder (note 3)
    434,200       373,200  
      442,147       385,009  
STOCKHOLDERS’ EQUITY (DEFICIENCY)
               
Capital stock
    88,818       88,818  
Additional paid in capital
    913,826       913,826  
Deficit
    (1,443,390 )     (1,382,644 )
      (440,746 )     (380,000 )
    $ 1,401     $ 5,009  

See accompanying notes to the unaudited interim period consolidated financial statements.
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(unaudited)
   
9 Months Ended July 31
   
3 Months Ended July 31
 
   
2012
   
2011
   
2012
   
2011
 
                         
Expenses
                       
Professional fees
  $ 33,948     $ 24,260     $ 3,800     $ 4,415  
Shareholder relations
    16,687       24,549       8,740       4,098  
Management fees
    4,350       3,600       1,650       1,200  
Directors fees
    2,000       2,000       2,000       -  
Office and general
    3,761       1,701       759       583  
      60,746       56,110       16,949       10,296  
                                 
Loss for the period
    (60,746 )     (56,110 )     (16,949 )     (10,296 )
                                 
Deficit, beginning of period
    (1,382,644 )     (1,316,210 )     (1,426,441 )     (1,362,024 )
                                 
Deficit, end of period
  $ (1,443,390 )   $ (1,372,320 )   $ (1,443,390 )   $ (1,372,320 )
                                 
Basic and diluted earnings (loss) per share
  $ (0.07 )   $ (0.06 )   $ (0.02 )   $ (0.01 )
                                 
Weighted average number of shares
    888,180       888,180       888,180       888,180  
See accompanying notes to the unaudited interim period consolidated financial statements.
 
 
 

 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)


   
Nine months Ended
July 31
 
       
   
2012
   
2011
 
             
             
Cash provided by (used in):
           
             
Cash flows from operating activities:
           
Loss for the period
  $ (60,746 )   $ (56,110 )
                 
Increase (decrease) in:
               
Accrued liabilities
    (3,862 )     9,191  
Net cash used in operating activities
    (64,608 )     (46,919 )
Financing:                
Increase in advances from shareholder
    61,000       49,500  
                 
Net increase (decrease) in cash
    (3,608 )     2,581  
                 
Cash, beginning of period
    5,009       2,271  
                 
Cash, end of period
  $ 1,401     $ 4,852  

 

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

Notes to interim period consolidated financial statements:

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/A for the year-ended October 31, 2011.
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 a normal, recurring nature.
 
 

 

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 August 1, 2013.  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.

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 August 1, 2013, and not to demand repayment of the advances from shareholder before      August 1, 2013.  During the three and nine month periods ended July 31, 2012, Andus Inc. advanced an additional $30,000 and $61,000 respectively to the Company. During the three and nine month periods ended July 31, 2011, Andus Inc. advanced an additional $17,500 and $49,500 respectively to the Company. Subsequent to July 31, 2012, Andus Inc. advanced an additional $12,000 to the Company.
 
 
 

 

The General Manager, Larry Martin, administers the corporate affairs of the Company and monitors residual business matters.  During the three and nine month periods ended July 31, 2012 the Company incurred expenses to Mr. Martin of $1,650 and $4,350 respectively, for these services. During the three and nine month periods ended July 31, 2011 the Company incurred expenses to Mr. Martin of $1,200 and $3,600 respectively, for these services. An office is maintained in Chanhassen, Minnesota, which is provided free of charge by Mr. Martin.  An affiliate of Andus Inc., the majority shareholder, provides management and accounting services at no charge to the Company.

4.     Accounting Pronouncements
All recent accounting pronouncements have been reviewed and are not material to the company.

5.     Subsequent Events
Management has evaluated subsequent events through the date the financial statements were issued.
 
 
 

 

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

The net loss for the nine months of fiscal year 2012 was $60,746 or $0.07 per share, compared with a net loss of $56,110 or $0.06 per share for the same period last year.

No sales were recorded for the Company in the nine months of fiscal years 2012 and 2011.

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 ended July 31, 2012, the Company incurred expenses to Mr. Martin  of $4,350 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 $1,996,500 per 10-K/A 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 2012 and 2031.

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 August 1, 2013.

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.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

N/A

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, 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 third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
 

 
 
PART II

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.

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

(a)           During the period covered by this report, theregistrant did not sell any equity securities thatwere not registered under the Securities Act.
(b)            N/A
(c)           During the quarter covered by this report, theregistrant did not purchase any equity securities.

Item 3.     Defaults Upon Senior Securities

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.

Item 4.     Submission of Matters to a Vote of Security Holders

The Annual General meeting of the shareholders of the Company was held in the third quarter of the fiscal year covered by this report.  The security holders voted on and approved the re-election of all incumbent directors and approved Eide Bailly LLP as the Company’s auditors.

Item 5.     Other Information

N/A
 
 
 

 

Item 6.     Exhibits.

The rights of securities holders are set out in their entirety in the Articles of Incorporation of the Company, its By-laws and all amendments thereto.  The Articles and By-laws were contained in Form 10-SB filed by the Company on October 6, 1999, and are incorporated herein by reference.

The Company is not subject to any voting trust agreements.

As the Company is essentially inactive at the time of this filing, it is not currently party to any material contracts.
 
A statement regarding the computation of share earnings has not been included in this Form for Registration of Securities, as the primary and fully diluted share earnings are identical and can be clearly determined from the financial statements provided.
 
Exhibit No.
Description
101.INS*
XBRL Instance
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation
101.DEF*
XBRL Taxonomy Extension Definition
101.LAB*
XBRL Taxonomy Extension Labels
101.PRE*
XBRL Taxonomy Extension Presentation
 
*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the SecuritiesExchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 

 

 
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.

By:           /s/           Bison Instruments, Inc.




/s/Fred E. Ross                                                                             (Signature)
Fred E. Ross
Chief Executive Officer, and Director




/s/Eric Sunshine                                                                           (Signature)
Eric Sunshine
Chief Financial Officer

Date: September 11, 2012

XOTC:BSOI Bison Instruments Inc Quarterly Report 10-Q Filling

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