SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Registration File # 000-30194
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 30, 2004 – Q3 - Unaudited Financial Statements
BYRON GLOBAL CORP. (FormerlyBYRON RESOURCES INC.)
2200 – 181 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5H 3M7
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [] Registration File No: 000-30194
Indicate by check mark whether the registrant by furnishing the information in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [X] No []
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-1918.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BYRON RESOURCES INC.
(Registrant)
Date November 1, 2004
By _______________________
Ross McGroarty, Chairman, ASO
INTERIM FINANCIAL STATEMENTS OF
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
NINE MONTHS ENDED SEPTEMBER 30, 2004
(Stated in Canadian Dollars)
- UNAUDITED -
The accompanying notes are an integral part of these financial statements.
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
BALANCE SHEETS
(Stated in Canadian Dollars)
| | | September 30, | | | December 31, | |
| | | 2004 | | | 2003 | |
| ASSETS | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash | | $ | 440 | | $ | 3,402 | |
Accounts receivable | | | 3,015 | | | 11,891 | |
Marketable securities (Note 3) | | | 223,133 | | | 356,231 | |
| | | 226,588 | | | 371,524 | |
| | | | | | | |
CAPITAL ASSETS(Note 4) | | | 1,852 | | | 2,312 | |
| | | | | | | |
| | $ | 228,440 | | $ | 373,836 | |
| | | | | | | |
| LIABILITIES | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Accounts payable and accrued liabilities | | $ | 15,576 | | $ | 24,026 | |
Convertible debenture (Note 5) | | | 307,667 | | | 297,027 | |
Due to shareholder (Note 6) | | | 111,943 | | | 58,720 | |
| | | | | | | |
| | | 435,186 | | | 379,773 | |
| | | | | | | |
| DEFICIT LESS CAPITAL STOCK | | | | | | |
| | | | | | | |
DEFICIT | | (15,319,433) | | (15,118,624) | |
| | | | | | | |
CAPITAL STOCK | | | | | | | |
Authorized - | | | | | | | |
Unlimited number of common shares | | | | | | | |
Issued - | | | | | | | |
3,090,005 common shares (Note 7) | | | 15,112,687 | | | 15,112,687 | |
| | | | | | | |
| | | (206,746) | | | (5,937) | |
| | | | | | | |
| | $ | 228,440 | | $ | 373,836 | |
The accompanying notes are an integral part of these financial statements.
- 1 -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
STATEMENTS OF OPERATIONS
(Stated in Canadian Dollars)
| Three Months | | Three Months | | Nine Months | | Nine Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| September 30, | | September 30, | | September 30, | | September 30, | |
| | 2004 | | | 2003 | | | 2004 | | | 2003 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Administration and general | $ | 7,667 | | $ | 23,294 | | $ | 19,186 | | $ | 58,124 | |
Amortization | | 150 | | | 193 | | | 460 | | | 644 | |
Consulting fees | | - | | | 100 | | | - | | | 3,700 | |
Foreign exchange gain | | (16,240) | | | (141,595) | | | (7,724) | | | (141,595) | |
Interest | | 7,483 | | | 3,149 | | | 22,617 | | | 51,325 | |
Legal fees | | 16,793 | | | 16,787 | | | 33,174 | | | 17,391 | |
| | | | | | | | | | | | |
NET INCOME (LOSS) | | | | | | | | | | | | |
FOR THE PERIOD | $ | (15,853) | | $ | 98,072 | | $ | (67,713) | | $ | 10,411 | |
| | | | | | | | | | | | |
NET INCOME (LOSS) PER SHARE | $ | (0.01) | | $ | 0.03 | | $ | (0.02) | | $ | 0.00 | |
The accompanying notes are an integral part of these financial statements.
- 2 -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
(Stated in Canadian Dollars)
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Deficit | | | Deficit | | | | | | | |
| | | | | | | | Accumulated | | Accumulated | | Accumulated | | | | |
| | Number of | | | | | | | Prior to | | During the | | | Other | | | | |
| | Common | | | | | | Development | | Development | | Comprehensive | | Stockholders' | |
| | Shares | | Amount | | | | | Stage | | | Stage | | | Income | | | Equity | |
BALANCE, DECEMBER 31, 2003 | 30,900,056 | $ | 15,112,687 | | | | $ | (13,801,947) | | $ | (1,415,632) | | $ | 98,955 | | $ | (5,937) | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive loss | - | | - | | | | | - | | | - | | | (111,720) | | | (111,720) | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period | - | | - | | | | | - | | | (15,086) | | | - | | | (15,086) | |
| | | | | | | | | | | | | | | | | | | |
BALANCE, MARCH 31,2004 | 30,900,056 | | 15,112,687 | | | | | (13,801,947) | | | (1,430,718) | | | (12,765) | | | (132,743) | |
| | | | | | | | | | | | | | | | | | | |
Consolidation of shares | (27,810,051) | | - | | | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income | - | | - | | | | | - | | | - | | | 53,130 | | | 53,130 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period | - | | - | | | | | - | | | (36,774) | | | - | | | (36,774) | |
| | | | | | | | | | | | | | | | | | | |
BALANCE, JUNE 30, 2004 | 3,090,005 | | 15,112,687 | | | | | (13,801,947) | | | (1,467,492) | | | 40,365 | | | (116,387) | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive loss | - | | - | | | | | - | | | - | | | (74,506) | | | (74,506) | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period | - | | - | | | | | - | | | (15,853) | | | - | | | (15,853) | |
| | | | | | | | | | | | | | | | | | | |
BALANCE, SEPTEMBER 30, 2004 | 3,090,005 | $ | 15,112,687 | | | | $ | (13,801,947) | | $ | (1,483,345) | | $ | (34,141) | | $ | (206,746) | |
The accompanying notes are an integral part of these financial statements.
- 3 -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
STATEMENTS OF CASH FLOWS
(Stated In Canadian Dollars)
| | | | | | | | | | | | |
| Three Months | | Three Months | | Nine Months | | Nine Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| September 30, | | September 30, | | September 30, | | September 30, | |
| | 2004 | | | 2003 | | | 2004 | | | 2003 | |
| | | | | | | | | | | | |
CASH FROM OPERATIONS | | | | | | | | | | | | |
Net income (loss) for the period | $ | (15,853) | | $ | 98,072 | | $ | (67,713) | | $ | 10,411 | |
Item not involving cash - | | | | | | | | | | | | |
Amortization | | 150 | | | 193 | | | 461 | | | 644 | |
Foreign exchange loss (gain) | | (10,230) | | | (126,994) | | | 10,642 | | | (146,001) | |
| | | | | | | | | | | | |
| | (25,933) | | | (28,729) | | | (56,610) | | | (134,946) | |
Change in - | | | | | | | | | | | | |
Accounts receivable | | (1,927) | | | 1,180 | | | 8,876 | | | (1,109) | |
Accounts payable and accrued | | | | | | | | | | | | |
liabilities | | (1,734) | | | (750) | | | (8,451) | | | 14,036 | |
| | | | | | | | | | | | |
| | (29,594) | | | (28,299) | | | (56,185) | | | (122,019) | |
| | | | | | | | | | | | |
FINANCING ACTIVITY | | | | | | | | | | | | |
Due to shareholder | | 28,609 | | | 35,466 | | | 53,223 | | | 86,325 | |
| | | | | | | | | | | | |
INVESTING ACTIVITY | | | | | | | | | | | | |
Purchase of marketable securities | | - | | | - | | | - | | | (20,347) | |
| | | | | | | | | | | | |
NET CHANGE IN CASH DURING | | | | | | | | | | | | |
THE PERIOD | | (985) | | | 7,167 | | | (2,962) | | | (56,041) | |
| | | | | | | | | | | | |
CASH - BEGINNING OF PERIOD | | 1,425 | | | 3,636 | | | 3,402 | | | 66,844 | |
| | | | | | | | | | | | |
CASH - END OF PERIOD | $ | 440 | | $ | 10,803 | | $ | 440 | | $ | 10,803 | |
The accompanying notes are an integral part of these financial statements.
- 4 -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004
1.
NATURE AND CONTINUANCE OF OPERATIONS
The Company's shares are listed on the over-the-counter Bulletin Board in the United States of America. The Company effectively ceased its prior business on December 31, 2001 and has been investigating new business ventures since January 1, 2002.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim financial statements should be read in conjunction with the Company's most recent annual audited financial statements as they may not conform in all respects to general accounting principles accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement. Actual results may differ from these estimates.
These financial statements, in management's opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
(a)
Development Stage Company
The Company is a development stage company as defined in Statement of Financial Accounting Standards No. 7. For the purpose of providing cumulative amounts for the statements of operations and cash flows, these amounts consider only the income and losses for the period from January 1, 2002 to September 30, 2004, the period in which the Company has undertaken a new development stage activity.
(b)
Marketable Securities
The Company classifies its marketable securities as "available for sale" and carries them in the financial statements at fair value. Realized gains and losses are reported in earnings of the period while unrealized holding gains and losses are excluded from income and reported as a component of stockholders' equity.
(c)
Capital Assets
Capital assets are amortized on the diminishing balance method at the following rates per annum:
Computer equipment
-
30%
Office equipment
-
20%
The accompanying notes are an integral part of these financial statements.
- 5 -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d)
Foreign Currency Translation
Foreign currency transactions are translated into Canadian dollars, the Company's functional and reporting currency, by the use of the exchange rate in effect at the date of the transaction, in accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation". At each balance sheet date, recorded balances that are denominated in a currency other than Canadian dollars are adjusted to reflect the current exchange rate.
(e)
Income Taxes
The Company uses the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("FAS 109"). Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards 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.
(f)
Basic Earnings or Loss Per Share
The Company reports basic earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic earnings or loss per share is computed using the weighted average number of shares outstanding during the year.
(g)
Fair Value of Financial Instruments
The carrying values of the Company's financial instruments, consisting of cash, accounts receivable, accounts payable and accrued liabilities, notes payable and amounts due to shareholder approximate their fair values due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
(h)
Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income". Comprehensive income is comprised of net earnings (loss) adjusted for unrealized gain on available-for-sale marketable securities.
3.
MARKETABLE SECURITIES
The marketable securities consist of common shares of Ontex Resources Ltd. and Bio-America Inc. and have been classified as available for sale.
The accompanying notes are an integral part of these financial statements.
- 6 - -
BYRON GLOBAL CORP.
(formerly Byron Resources Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004
4. | CAPITAL ASSETS | | | | | | | | | | |
| | | | | 2004 | | | 2003 | |
| | | | | | Accumulated | | | | | | |
| | | | | Cost | Amortization | | Net | | | Net | |
| | | | | | | | | | | | | |
| Computer equipment | $ | 3,640 | $ | 1,788 | $ | 1,852 | | $ | 1,814 | |
| Office equipment | | | 778 | | 778 | | - | | | 498 | |
| | | | $ | 4,418 | $ | 2,566 | $ | 1,852 | | $ | 2,312 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
5. | CONVERTIBLE DEBENTURE | | | | | | | | | | |
| | | | | | | | | 2004 | | | 2003 | |
8%convertibleunsecureddebenture inthe amountofU.S$239,245 (2003 - U.S. $230,029) repayable on demand withno set repaymentterms, due onJanuary 31, 2004andondemand thereafter.The debenture plus accruedinterest canbe converted, at the option of the holder, into common sharesof the Companyat the higherof (i)75% of theaverageclosing bid price for the preceding five trading days, and (ii)110% of the closing bid price. |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| $ | 317,899 | | $ | 297,027 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
6. | DUE TO SHAREHOLDER | | | | | | | | | | |
| | | | | | | | | 2004 | | | 2003 | |
| 8% promissory notes from a shareholder repayable on | | | | | | | | |
| | on demand with no set terms of repayment. | | | $ | 106,170 | | $ | 57,500 | |
| Accrued interest | | | | | | | 5,773 | | | 1,220 | |
| | | | | | | | $ | 111,943 | | $ | 58,720 | |
7.
CAPITAL STOCK
During the period, the Company filed articles of amendment to consolidate its outstanding common shares on the basis of one new common share for each ten existing commons shares outstanding. Outstanding common shares have been restated to reflect the post-consolidated amounts.
In addition the Company changed its name to Byron Global Corp.
The accompanying notes are an integral part of these financial statements.
- 7 -
SUPPLEMENTARY FINANCIAL INFORMATION
BYRON GLOBAL CORP.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
- UNAUDITED -
BYRON GLOBAL CORP.
SUPPLEMENTARY INFORMATION
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
| September 30, | | December 31, | |
| | 2004 | | | 2003 | |
CASH | | | | | | |
CIBC - Cdn. | $ | 227 | | $ | 2,603 | |
CIBC - U.S. | | 62 | | | 686 | |
Securities Exchange Commission | | 151 | | | 113 | |
| | | | | | |
| $ | 440 | | $ | 3,402 | |
| | | | | | |
ACCOUNTS RECEIVABLE | | | | | | |
GST | $ | 3,015 | | $ | 11,891 | |
| | | | | | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | | | | | | |
Accounts payable | $ | 13,375 | | $ | 13,375 | |
Auditing and accounting fees | | 2,200 | | | 10,651 | |
| | | | | | |
| $ | 15,575 | | $ | 24,026 | |
| | | | | | |
| | | | | | |
| | | | | | |
| September 30, | | September 30, | |
| | 2004 | | | 2003 | |
ADMINISTRATION AND GENERAL EXPENSES | | | | | | |
Audit and accounting | $ | 5,150 | | $ | 15,650 | |
Bank charges and interest | | 110 | | | 200 | |
Office and general | | 4,886 | | | 2,740 | |
Rent | | - | | | 12,638 | |
Shareholders' information | | - | | | 3,090 | |
Telephone and fax | | 2,006 | | | 3,173 | |
Transfer agent | | 7,034 | | | 8,743 | |
Travel | | - | | | 11,890 | |
| | | | | | |
| $ | 19,186 | | $ | 58,124 | |
BYRON GLOBAL CORP.
(Formerly Byron Resources Inc.)
2200 – 181 University Avenue,
Toronto ON, Canada M5H 3M7
Tel: 416 594 0528 Fax: 416 594 6811
E-mail:bioforest@interface.ca
Commission File No.82-1918 Section 12g 3-2(b)
Registration File No.000-30194
CERTIFICATION of DISCLOSURE- Q3 September 30, 2004
I, Ross McGroarty, certify that:
1. I have reviewed the UnauditedQuarterly Report on Form 6-K of BYRON GLOBAL CORP. (formerly Byron Resources Inc., “the registrant”) for theperiod ending September 30, 2004pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.
2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report.
3. Based on my knowledge, the financial statements, and other financial information included in theQ 3 report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which the quarterly report is being prepared:
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to filing date of this quarterly report (the “Evaluation Date”); and
c) presented in the quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated when necessary, in the quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
DATE: November 1, 2004
/s/ “Ross McGroarty”
/s/ “David L. Hynes”
Chairman / Secretary
President
BYRON GLOBAL CORP.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
We, Ross McGroarty, Chairman of the Board and Secretary and David L. Hynes, President and CEO, of Byron Global Corp. (the “Company”), certify that:
1. the Unaudited Report on Form 6-K of the Company for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on November 12, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
November 12, 2004
/s/Ross McGroarty /s/David L. Hynes
Ross McGroarty David L. Hynes
Chairman of the Board and Secretary President, CEO