UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 for
the quarterly period ended January 31, 2000
[ ] 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.)
5610 Rowland Road, Minneapolis, MN 55343-8956
- ---------------------------------- --------------------
(Address of principal executive office) (Zip Code)
Issuer's telephone number (612) 931-0051
--------------------------------
(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes ________ No ________
(Applicable only to corporate registrants) 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 February 29, 2000.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET
JANUARY 31, 2000
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
ASSETS
Cash $ 136,275 $ 146,125
Accounts receivable 4,150 10,000
-----------------------------
$ 140,425 $ 156,125
=============================
LIABILITIES
Accounts payable and accrued liabilities $ 5,351 $ 44,000
----------------------------
$ 5,351 $ 44,000
-----------------------------
STOCKHOLDERS' EQUITY
Capital stock $ 88,818 $ 88,818
Capital in excess of par value 913,826 913,826
Deficit (867,570) (890,519)
-----------------------------
$ 135,074 $ 112,125
-----------------------------
$ 140,425 $ 156,125
=============================
</TABLE>
STATEMENT OF OPERATIONS AND DEFICIT
THREE MONTHS ENDED JANUARY 31, 2000
<TABLE>
<CAPTION>
2000 1999
-----------------------------
<S> <C> <C>
Sales -- --
Cost of goods sold -- --
-----------------------------
Gross profit -- --
Selling, general and administrative expenses $ 2,901 $ 32,000
Other income -- 94,000
-----------------------------
Net income (loss) (2,901) 62,000
Deficit, beginning of period (864,669) (952,519)
-----------------------------
Deficit, end of period $ (867,570) $ (890,519)
=============================
</TABLE>
<PAGE>
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JANUARY 31, 2000
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Cash provided by (used in):
Cash flows from operating activities:
Net income (loss) $ (2,901) $ 62,000
Adjustments
Gain on disposal of product lines -- (94,000)
-----------------------------
$ (2,901) (32,000)
Changes in non-cash working capital balances
Accounts receivable -- 6,167
Prepaid expenses and other assets -- 2,226
Accounts payable and accrued liabilities 1,000 (36,919)
-----------------------------
Net cash used in operating activities (1,901) (60,526)
-----------------------------
Cash flows from investing activities:
Proceeds on disposal of product lines -- 173,799
-----------------------------
Net cash provided by investing activities -- 173,799
-----------------------------
Cash flows from financing activities:
Capital stock -- (347)
-----------------------------
Net cash used in financing activities -- (347)
-----------------------------
Increase (decrease) in cash (1,901) 112,926
Cash, beginning of period 138,176 33,199
-----------------------------
Cash, end of period $ 136,275 $ 146,125
=============================
</TABLE>
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. The results of operations for the
three month period ended January 31, 2000, are not necessarily indicative of the
results to be expected for the full year.
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-KSB for the year-ended October 31, 1999.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The net loss for the first quarter of fiscal year 2000 was $2,901 or $0.00 per
share, compared with a net income of $62,000 or $0.07 per share for the same
period last year.
No sales or other revenues were recorded for the Company in the first quarter of
fiscal year 2000. Earnings for the first quarter of fiscal 1999 include the sale
of the Mu-Meter Airport Runway Friction Measuring System product line.
The Company continues to monitor the resale of four Mu-Meter inventory units by
the Purchaser of the Mu-Meter product line. The Company is entitled to a share
of the profit on the resale of the four finished inventory units provided the
units are sold within three years of the closing date. Bison's share of the
sales of the finished units is to be paid by the Purchaser 30 days after any
sale of a unit.
The sale by Bison of its product lines has essentially rendered Bison inactive.
Operating expenses have been reduced to a minimum. The General Manager, Larry
Martin, administers the corporate affairs of the Company and monitors residual
business matters. The Company has sufficient cash resources to maintain these
reduced operations for the foreseeable future.
The Company has income tax losses of $1,400,000 available for carryforwards,
which may be used to reduce future years' taxable income and for which the
benefit has not been recorded. These losses expire between 2010 and 2015.
The Company continues to pursue other business opportunities for the corporation
going forward. However, there is no guarantee that the Company will be
successful in its endeavors.
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-QSB are forward-looking statements based on
current expectations, and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, the operation of the business and to
statements regarding the general description of the Company's plan to seek other
business opportunities, 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
<PAGE>
opportunities for the corporation. There is no guarantee that the Company will
be successful in its endeavors.
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. CHANGES IN SECURITIES
The instruments defining the rights of shareholders have not been materially
modified during the quarterly period of the report. The rights evidenced by any
class of registered securities have not been materially limited or qualified by
the issuance or modification of any other class of 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
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.
ITEM 5. OTHER INFORMATION
N/A
PART III
ITEM 1. 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.
<PAGE>
As the Company is essentially inactive at the time of this filing, it is
not currently party to any material contracts aside from a monthly lease
for a small office space. A copy of the lease document and other related
documents were contained in Form 10-SB filed by the Company on October
6, 1999 and are incorporated by reference herein.
The Company was party to two separate material contracts in the last two
years wherein the Company disposed of substantially all of its assets.
Copies of these documents were contained in Form 10-SB filed by the
Company on October 6, 1999 and are incorporated by reference herein.
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.
A Financial Data Schedule is included as an exhibit to this Form 10-QSB.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
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.
Bison Instruments, Inc.
-------------------------------
Date: March 10, 2000 By: /s/ Edward G. Lampman
-------------- -------------------------------
(Signature)
Edward G. Lampman
-------------------------------
(Print Name of Signing Officer)
Chief Executive Officer
-------------------------------
(Title of Signing Officer)
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 136
<SECURITIES> 0
<RECEIVABLES> 4
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 140
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 140
<CURRENT-LIABILITIES> 5
<BONDS> 0
0
0
<COMMON> 89
<OTHER-SE> 46
<TOTAL-LIABILITY-AND-EQUITY> 140
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
