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 March 31, 2005 – Q1 - Unaudited Financial Statements andCertification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
BYRON GLOBAL CORP. (FormerlyBYRON RESOURCES INC.)
3903 – 2045 Lakeshore Blvd. West, TORONTO, ONTARIO, CANADA M8V 2Z6
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 May 26, 2005
By " Ross McGroarty"
; Ross McGroarty, Chairman, ASO
INTERIM FINANCIAL STATEMENTS OF
BYRON GLOBAL CORP.
(A Development Stage Company)
THREE MONTHS ENDED MARCH 31, 2005
(Stated in Cdn. Dollars)
- UNAUDITED -
BYRON GLOBAL CORP.
(A Development Stage Company)
BALANCE SHEETS
(Stated in Cdn. Dollars)
March 31,
December 31,
2005
2004
ASSETS
CURRENT ASSETS
Cash
$
2,141
$
6,209
Accounts receivable
707
571
Marketable securities (Note 3)
155,419
222,695
158,267
229,475
CAPITAL ASSETS(Note 4)
1,553
1,668
$
159,820
$
231,143
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$
23,987
$
25,711
Note payable (Note 5)
306,430
299,310
Due to shareholder (Note 6)
139,896
130,169
470,313
455,190
DEFICIT LESS CAPITAL STOCK
DEFICIT
(15,423,180)
(15,336,734)
CAPITAL STOCK
Authorized -
Unlimited number of common shares
Issued -
3,089,998 common shares
15,112,687
15,112,687
(310,493)
(224,047)
$
159,820
$
231,143
The accompanying notes are an integral part of these financial statements.
-1-
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in Cdn. Dollars)
Three Months
Three Months
Ended
Ended
March 31,
March 31,
2005
2004
EXPENSES
Administration and general
$
6,205
$
4,807
Amortization of capital assets
115
161
Foreign exchange loss
1,106
1,061
Interest
8,653
7,182
Legal fees
3,091
1,875
NET LOSS FOR THE PERIOD
$
19,170
$
15,086
NET LOSS PER SHARE
$
0.01
$
0.01
The accompanying notes are an integral part of these financial statements.
- -
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Stated in Cdn. 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, 2004
$
3,089,998
$
15,112,687
$
(13,801,947)
$
(1,500,206)
$
(34,581)
$
(224,047)
Other comprehensive income (loss)
-
-
-
-
(67,276)
(67,276)
Net loss for the period
-
-
-
(19,170)
-
(19,170)
BALANCE, MARCH 31, 2004
$
3,089,998
$
15,112,687
$
(13,801,947)
$
(1,519,376)
$
(101,857)
$
(310,493)
The accompanying notes are an integral part of these financial statements.
- 3 -
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated on Cdn. Dollars)
Three Months
Three Months
Ended
Ended
March 31
March 31
2004
2003
CASH FROM OPERATIONS
Net loss for the period
$
(19,170)
$
(15,086)
Item not involving cash -
Amortization
115
161
(19,055)
(14,925)
Change in -
Accounts receivable
(136)
(969)
Accounts payable and accrued liabilities
(1,724)
2,016
Notes payable
7,120
7,055
Due to shareholder
9,727
4,664
NET CHANGE IN CASH DURING THE PERIOD
(4,068)
(2,159)
CASH - BEGINNING OF PERIOD
6,209
3,402
CASH - END OF PERIOD
$
2,141
$
1,243
The accompanying notes are an integral part of these financial statements.
- -
BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005
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.
(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%
- -
BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005
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 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.
- -
4.
CAPITAL ASSETS
2005
2004
Accumulated
Cost
Amortization
Net
Net
Computer equipment
$
3,640
$
2,466
$
1,174
$
1,270
Office equipment
778
399
379
398
$
4,418
$
2,865
$
1,553
$
1,668
5.
NOTE PAYABLE
2005
2004
8% convertible unsecured debenture in the amount of U.S $253,318 (2004- U.S. $248,431) repayable on demand with no set repayment terms, due on January 31, 2004 and on demand thereafter. The debenture plus accrued interest can be converted, at the option of the holder, into common shares of the Company at the higher of (i) 75% of the average closing bid price for the preceding five trading days, and (ii) 110% of the closing bid price. $306,430$299,310
6.
DUE TO SHAREHOLDER
2005
2004
8% promissory notes from a shareholder repayable on
on demand with no set terms of repayment.
$
128,525
$
121,438
Accrued interest
11,371
8,731
$
139,896
$
130,169
- -
BYRON GLOBAL CORP.
(Formerly Byron Resources Inc.)
3903 – 2045 Lakeshore Blvd. West,
Toronto ON, Canada M8V 2Z6
Tel: 416 594 0528 Fax: 416 594 6811
E-mail:byronres@sympatico.ca
Commission File No.82-1918 Section 12g 3-2(b)
Registration File No.000-30194
CERTIFICATION of DISCLOSURE- Q1 March 31, 2005
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 March 31, 2005 as filed with the Securities and Exchange Commission on May 26, 2005 (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.
May 26, 2005
/s/Ross McGroarty /s/David L. Hynes
Ross McGroarty David L. Hynes
Chairman of the Board and Secretary President, CEO
- -
