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, 2006 – Q3 –
Unaudited Financial Statements andCertification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
BYRON GLOBAL CORP.
(Formerly Byron Resources Inc.)
2907 – 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 GLOBAL CORP.
(Registrant)
Date November 15, 2006
ASO /s/“Ross McGroarty”
Ross McGroarty, Chairman,
INTERIM FINANCIAL STATEMENTS OF
BYRON GLOBAL CORP.
(A Development Stage Company)
NINE MONTHS ENDED SEPTEMBER 30, 2006
(Stated in Cdn. Dollars)
BYRON GLOBAL CORP.
(A Development Stage Company)
BALANCE SHEETS
(Stated in Cdn. Dollars)
| September 30, | December 31, | |||||
| 2006 | 2005 | |||||
ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash | $ | 2,798 | $ | 759 | ||
| Accounts receivable | 998 | 742 | ||||
| Marketable securities (Note 3) | 956 | 872 | ||||
| 4,752 | 2,373 | |||||
| CAPITAL ASSETS(Note 5) | 977 | 1,207 | ||||
| $ | 5,729 | $ | 3,580 | |||
LIABILITIES | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable and accrued liabilities | $ | 22,402 | $ | 25,651 | ||
| Note payable (Note 6) | 215,983 | 213,740 | ||||
| Due to shareholder (Note 7) | 245,401 | 168,703 | ||||
| 483,786 | 408,094 | |||||
DEFICIT LESS CAPITAL STOCK | ||||||
| DEFICIT | (15,590,744 | ) | (15,517,201 | ) | ||
| CAPITAL STOCK | ||||||
| Authorized - | ||||||
| Unlimited number of common shares | ||||||
| Issued - | ||||||
| 3,089,998 common shares | 15,112,687 | 15,112,687 | ||||
| (478,057 | ) | (404,514 | ) | |||
| $ | 5,729 | $ | 3,580 | |||
The accompanying notes are an integral part of these financial statements.
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BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in Cdn. Dollars)
| January 1, | ||||||||||||||
| 2002 (Date of | ||||||||||||||
| Three | Three | Nine | Nine | Commencement | ||||||||||
| Months | Months | Months | Months | of Development | ||||||||||
| Ended | Ended | Ended | Ended | Stage) to | ||||||||||
| September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||||
| 2006 | 2005 | 2006 | 2005 | 2006 | ||||||||||
| EXPENSES | ||||||||||||||
| Administration and general | $ | 3,188 | $ | 302 | $ | 30,588 | $ | 10,855 | $ | 242,623 | ||||
| Amortization | 71 | 99 | 231 | 322 | 3,440 | |||||||||
| Consulting fees | - | - | 482 | - | 156,319 | |||||||||
| Foreign exchange loss (gain) | 1,156 | (13,422 | ) | (8,629 | ) | (8,513 | ) | (181,696 | ) | |||||
| Interest | 8,088 | 8,089 | 22,641 | 25,857 | 263,807 | |||||||||
| Legal fees | 340 | - | 28,315 | 3,592 | 146,138 | |||||||||
| Rent | 15,911 | - | - | - | 15,911 | |||||||||
| OPERATING LOSS | 28,754 | (4,932 | ) | 73,628 | 32,113 | 646,542 | ||||||||
| WRITE OFF OF RELATED | ||||||||||||||
| COMPANY | - | - | - | - | 984,760 | |||||||||
| LOSS ON DECLINE OF | ||||||||||||||
| MARKET VALUE | - | - | 482 | 147,121 | 147,533 | |||||||||
| NET LOSS FOR THE PERIOD | $ | 28,754 | $ | (4,932 | ) | $ | 74,110 | $ | 179,234 | $ | 1,778,835 | |||
| NET LOSS PER SHARE | $ | 0.01 | $ | 0.00 | $ | 0.02 | $ | 0.06 |
The accompanying notes are an integral part of these financial statements.
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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, 2005 | 3,089,998 | $ | 15,112,687 | $ | (13,801,947 | ) | $ | (1,704,727 | ) | $ | (10,527 | ) | $ | (404,514 | ) |
| Other comprehensive income | |||||||||||||||
| (loss) | - | - | - | - | 29 | 29 | |||||||||
| Net loss for the period | - | - | - | (44,874 | ) | - | (44,874 | ) | |||||||
| BALANCE, JUNE 30, 2006 | 3,089,998 | 15,112,687 | (13,801,947 | ) | (1,749,601 | ) | (10,498 | ) | (449,359 | ) | |||||
| Other comprehensive income (loss) | - | - | - | - | 56 | 56 | |||||||||
| Net loss for the period | - | - | - | (28,754 | ) | - | (28,754 | ) | |||||||
| BALANCE, SEPTEMBER 30, 2006 | 3,089,998 | $ | 15,112,687 | $ | (13,801,947 | ) | $ | (1,778,355 | ) | $ | (10,442 | ) | $ | (478,057 | ) |
The accompanying notes are an integral part of these financial statements.
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BYRON GLOBAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in Cdn. Dollars)
| January 1, | |||||||||||||||
| 2002 (Date of | |||||||||||||||
| Three | Three | Nine | Nine | Commencement | |||||||||||
| Months | Months | Months | Months | of Development | |||||||||||
| Ended | Ended | Ended | Ended | Stage) to | |||||||||||
| September 30, | September 30, | September 30, | September 30, | September 30, | |||||||||||
| 2006 | 2005 | 2006 | 2005 | 2006 | |||||||||||
| CASH FROM OPERATIONS | |||||||||||||||
| Net loss for the period | $ | (28,754 | ) | $ | 4,932 | $ | (74,110 | ) | $ | (179,234 | ) | $ | (1,778,835 | ) | |
| Item not involving cash - | |||||||||||||||
| Amortization | 71 | 99 | 231 | 322 | 3,440 | ||||||||||
| Unrealized foreign exchange loss (gain) | - | (22,487 | ) | - | (14,609 | ) | (189,622 | ) | |||||||
| Write down of related company | - | - | - | - | 984,760 | ||||||||||
| Consulting fee paid in common shares | - | - | - | - | 150,000 | ||||||||||
| Loss on marketable securities | - | - | 482 | 147,121 | 147,533 | ||||||||||
| (28,683 | ) | (17,456 | ) | (73,397 | ) | (46,400 | ) | (682,724 | ) | ||||||
| Change in - | |||||||||||||||
| Accounts receivable | 198 | 43 | (256 | ) | 134 | 6,204 | |||||||||
| Accounts payable and accrued liabilities | (15,030 | ) | (498 | ) | (3,248 | ) | (3,881 | ) | 6,222 | ||||||
| Notes payable | 4,025 | 11,225 | 2,242 | 23,527 | 223,456 | ||||||||||
| Due to shareholder | 41,536 | 6,261 | 76,698 | 20,689 | 245,401 | ||||||||||
| 2,046 | (425 | ) | 2,039 | (5,931 | ) | (201,441 | ) | ||||||||
| 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 | 2,046 | (425 | ) | 2,039 | (5,931 | ) | (634,554 | ) | |||||||
| CASH - BEGINNING OF PERIOD | 752 | 703 | 759 | 6,209 | 637,352 | ||||||||||
| CASH - END OF PERIOD | $ | 2,798 | $ | 278 | $ | 2,798 | $ | 278 | $ | 2,798 |
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BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2006
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.
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BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2006
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 Bio-America Inc. The carrying value of the shares has been restated to the net realizable value as of the date of these financial statements.
4.
FINANCIAL INSTRUMENTS
The carrying values of cash, accounts receivable, accounts payable and accrued liabilities, notes payable and due to shareholder approximates fair values due to the short-term maturity of these financial instruments. Fair value represents the amount that would be exchanged in an arm's length transaction between willing parties and is best evidenced by a quoted market price, if one exists.
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BYRON GLOBAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2006
5.
CAPITAL ASSETS
September 30, | December 31, | |||||||
2006 | 2005 | |||||||
| Accumulated | ||||||||
| Cost | Amortization | Net | Net | |||||
| Computer equipment | $ | 3,640 | $ | 2,937 | $ | 703 | $ | 888 |
| Office equipment | 778 | 504 | 274 | 319 | ||||
| $ | 4,418 | $ | 3,441 | $ | 977 | $ | 1,207 | |
6.
NOTE PAYABLE
| September 30, | December 31, | |||
| 2006 | 2005 | |||
| 8% convertible unsecured debenture in the amount of U.S | ||||
| $165,931 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. | $ | 215,983 | $ | 213,740 |
7.
DUE TO SHAREHOLDER
| September 30, | December 31, | |||
| 2006 | 2005 | |||
| 8% promissory notes from a shareholder repayable | ||||
| on demand with no set terms of repayment. | $ | 213,694 | $ | 148,296 |
| Accrued interest | 31,707 | 20,407 | ||
| $ | 245,401 | $ | 168,703 | |
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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
Q-3 September 30, 2006
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, 2006 as filed with the Securities and Exchange Commission on November 15, 2006 (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 15, 2006
BYRON GLOBAL CORP.
/s/Ross McGroarty
Ross McGroarty, Chairman / Secretary
/s/David L. Hynes
David L. Hynes, President / CEO
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