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 June 30, 2005 – Q2 – Revised 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 November 4, 2005
By “Ross McGroarty”
Ross McGroarty, Chairman, ASO
INTERIM FINANCIAL STATEMENTS OF
BYRON GLOBAL CORP.
(A Development Stage Company)
SIX MONTHS ENDED JUNE 30, 2005
(Stated in Cdn. Dollars)
- UNAUDITED -
BYRON GLOBAL CORP.
(A Development Stage Company)
BALANCE SHEETS
(Stated in Cdn. Dollars)
| June 30, 2005 | December 31, 2004 | |||
ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash | $ 703 | $ 6,209 | ||
| Accounts receivable | 394 | 571 | ||
| Marketable securities (Notes 3 and 8) | 99,674 | 222,695 | ||
| 100,771 | 229,475 | |||
| CAPITAL ASSETS(Note 5) | 1,446 | 1,668 | ||
| $ 102,217 | $ 231,143 | |||
LIABILITIES | ||||
| CURRENT LIABILITIES | ||||
| Accounts payable and accrued liabilities | $ 25,213 | $ 25,711 | ||
| Note payable (Note 6) | 316,521 | 299,310 | ||
| Due to shareholder (Note 7) | 144,597 | 130,169 | ||
| 486,331 | 455,190 | |||
DEFICIT LESS CAPITAL STOCK | ||||
| DEFICIT | (15,496,801) | (15,336,734) | ||
| CAPITAL STOCK | ||||
Authorized - Unlimited number of common shares | ||||
Issued - 3,089,998 common shares | 15,112,687 | 15,112,687 | ||
| (384,114) | (224,047) | |||
| $ 102,217 | $ 231,143 | |||
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in Cdn. Dollars)
| Three Months Ended June 30, 2005 | Three Months Ended June 30, 2004 | Six Months Ended June 30, 2005 | Six Months Ended June 2004 | January 1, 2002 (Date of Commencement of Development Stage) to June 30, 2005 | |
| EXPENSES | |||||
| Administration and general | $ 4,349 | $ 6,712 | $ 10,553 | $ 11,519 | $ 213,233 |
| Amortization | 107 | 149 | 222 | 310 | 2,971 |
| Consulting fees | - | - | - | - | 155,837 |
| Foreign exchange loss (gain) | 3,803 | 7,456 | 4,909 | 8,516 | (160,248) |
| Interest | 9,115 | 7,951 | 17,768 | 15,134 | 226,233 |
| Legal Fees | 501 | 14,506 | 3,592 | 16,381 | 114,465 |
| OPERATING LOSS | 17,875 | 36,774 | 37,044 | 51,860 | 552,491 |
| WRITE OFF OF RELATED COMPANY | - | - | - | - | 984,760 |
| LOSS ON DECLINING OF MARKET VALUE | 147,121 | - | 147,121 | - | 147,121 |
| NET LOSS FOR THE PERIOD | $ 164,996 | $ 36,774 | $ 184,165 | $ 51,860 | $ 1,684,372 |
| NET LOSS PER SHARE | $ 0.05 | $ 0.01 | $ 0.06 | $ 0.02 |
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Stated in Cdn. Dollars)
| Number of Common Shares | Amount | Deficit Accumulated Prior to Development Stage | Deficit Accumulated During the Development Stage | Accumulated Other Comprehensive Income | Stockholders' Equity | |
| BALANCE, DECEMBER 31, 2004 | 3,089,998 | $ 15,112,687 | $ (13,801,947) | $ (1,500,207) | $ (34,580) | $ (224,047) |
| Other comprehensive loss | - | - | - | - | (67,276) | (67,276) |
| Net loss for the period | - | - | - | (19,170) | - | (19,170) |
| BALANCE, MARCH 31, 2005 | 3,089,998 | 15,112,687 | (13,801,947) | (1,519,377) | (101,856) | (310,496) |
| Realized loss transferred to net income | - | - | - | - | 91,546 | 91,546 |
| Other comprehensive loss | - | - | - | - | (171) | (171) |
| Net loss for the period | - | - | - | (164,996) | - | (164,996) |
| BALANCE, JUNE 30, 2005 | 3,089,998 | $ 15,112,687 | $ (13,801,947) | $ (1,684,373) | $ (10,,481) | $ (384,114) |
The accompanying notes are an integral part of these financial statements.
- 3 -
BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in Cdn. Dollars)
| Ended June 30, 2005 | Ended June 30, 2004 | Ended June 30, 2005 | Ended June 30, 2004 | January 1, 2002 (Date of Commencement Stage) to June 30, 2005 | |
| CASH FROM OPERATIONS | |||||
| Net loss for the period | $ (164,996) | $ (36,774) | $ (184,165) | $ (51,860) | $ (1,684,372) |
| Item not involving cash - | |||||
| Amortization | 107 | 149 | 222 | 310 | 2,971 |
| Unrealized foreign exchange loss (gain) | 3,803 | 7,456 | 4,909 | 8,516 | (176,804) |
| Write down of related company | - | - | - | - | 984,760 |
| Consulting fee paid in common shares | - | - | - | - | 150,000 |
| Loss on decline of market value | 147,121 | - | 147,121 | - | 147,121 |
| (13,965) | (29,169) | (31,913) | (43,034) | (576,324) | |
| Change in - | |||||
| Accounts receivable | 313 | 11,772 | 177 | 10,803 | 6,809 |
| Accounts payable and accrued liabilities | 1,223 | (8,734) | (500) | (6,715) | 9,030 |
| Notes payable | 6,289 | 6,363 | 12,302 | 12,355 | 212,352 |
| (6,140) | (19,768) | (19,934) | (26,591 | (348,133) | |
| FINANCING ACTIVITY | |||||
| Advances by shareholders | 4,702 | 19,950 | 14,428 | 24,614 | 144,597 |
| INVESTING ACTIVITIES | |||||
| Purchase of marketable securities | - | - | - | - | (257,276) |
| Purchase of capital assets | - | - | - | - | (4,417) |
| Advances to related company | - | - | - | - | (171,420) |
| - | - | - | - | (433,113) | |
| NET CHANGE IN CASH DURING THE PERIOD | (1,438) | 182 | (5,506) | (1,977) | (636,649) |
| CASH - BEGINNING OF PERIOD | 2,141 | 1,243 | 6,209 | 3,402 | 637,352 |
| CASH - END OF PERIOD | $ 703 | $ 1,425 | $ 703 | $ 1,425 | $ 703 |
BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 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.
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%
(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.
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
(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 period.
(g)
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 Limited ("Ontex") and Bio-America Inc. The carrying value of the shares of Ontex have been restated to their net realizable value as of the date of these financial statements.
4.
FINANCIAL INSTRUMENTS
The carrying value of accounts receivable, accounts payable and accrued liabilities, notes payable and amounts due to shareholder approximates fair values due to the short-term maturity of these financial instruments.
5.
CAPITAL ASSETS
| June 30, 2005 | December 31, 2004 | |||
| Cost | Accumulated Amortization | Net | Net | |
| Computer equipment | $ 3,640 | $ 2,554 | $ 1,086 | $ 1,270 |
| Office equipment | 778 | 418 | 360 | 398 |
| $ 4,418 | $ 2,972 | $ 1,446 | $ 1,668 |
6.
NOTE PAYABLE
| June 30, 2005 | December 31, 2004 | |
8% convertible unsecured debenture in the amount of U.S $258,384 (2004 - U.S. $248,431) repayable on demand with no set repayment terms. 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. | $ 316,521 | $ 299,310 |
DUE TO SHAREHOLDER
| 2005 | 2004 | |
8% promissory notes from a shareholder repayable on on demand with no set terms of repayment | $ 130,397 | $ 121,438 |
| Accrued interest | 14,200 | 8,731 |
| $ 144,597 | $ 130,169 |
8.
SUBSEQUENT EVENT
On August 15, 2005, the Ontex shares were transferred to a note holder in exchange for a reduction of the note payable described in Note 6. The disposal was recorded at the market value of the shares of U.S. $82,500 (approximately Cdn $100,000) at the time of the transfer.
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-Revised Q2 June 30, 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 June 30, 2005 as filed with the Securities and Exchange Commission on November 4, 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.
November 4, 2005
/s/Ross McGroarty /s/David L. Hynes
Ross McGroarty David L. Hynes
Chairman of the Board and Secretary President, CEO
