Mail Stop 3561
July 12, 2005
Via U.S. Mail and Facsimile [(416) 594-6811]
Mr. David Hynes
President and CEO
Byron Global Corp.
2045 Lakeshore Blvd. W., Suite 3903
Toronto, Ontario M8V 2Z6
Canada
Re: Byron Global Corp.
Form 20-F for the fiscal year ended December 31, 2004
Form 6-K for the quarter ended March 31, 2005
File No. 000-30194
Dear Mr. Hynes:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your Form 20-F in
response to these comments, while comments relating to your Form
6-K
can be complied with in future filings. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
* * * * *
Form 20-F (Fiscal year ended December 31, 2004)
Item 8. Selected Financial Data, page 6
1. As part of your explanation of key items for each year, your
2002
explanation states that the company experienced a change in
accounting procedures. As there is no mention of this change in
the
MD&A section or in the financial statement notes, please tell us
specifically what accounting procedures changes were implemented,
and
what effect, if any, this had on the financial statements,
including
whether these changes were applied retrospectively, or whether
they
impacted comparability between years. As appropriate, please
revise
your disclosures to include this explanation.
Item 19. Financial Statements and Exhibits
Report of Independent Registered Public Accounting Firm, page 15
2. We note that the independent auditor`s report only refers to
the
December 31, 2004 balance sheet and the related statements of
operations, stockholders` equity and cash flows for the cumulative
three year period December 31, 2004. In this regard, the scope
and
opinion paragraphs of the independent auditor`s report should be
revised to specifically report on the December 31, 2003 balance
sheet
and each of the three years in the period ended December 31, 2004
as
well as the cumulative period from commencement to the development
stage (January 1, 2002) to December 31, 2004. In addition, the
audit
report should refer to "stockholders` deficit", rather than
stockholders` equity. Please revise accordingly.
3. We note your disclosure in note 1 to the financial statements,
which states the uncertainty regarding the company`s ability to
continue as a going concern, and the related risk factors. This
disclosure appears to imply that substantial doubt exists as to
the
registrant`s ability to continue as a going concern. If true,
the
audit report should be revised to provide an explanatory paragraph
(following the opinion paragraph) describing the uncertainty about
the registrant`s ability to continue as a going concern for a
reasonable period of time as prescribed in paragraph 13 of
Statement
of Auditing Standard No. 64 (i.e. Section 341 in the Codified
Standards). However, if the substantial doubt has been
alleviated,
the notes should contain significant expanded disclosure of the
mitigating factors, including management`s plans that alleviated
and
overcame the substantial doubt about the entity`s ability to
continue
as a going concern for a reasonable period of time in accordance
with
the guidance in paragraph 11 of the above auditing standard.
Please
revise accordingly.
Balance Sheet, page 16
4. Please revise your balance sheet to separately break-out all
the
deficit accounts. In this regard, your balance sheet should
separately reflect amounts for (i) Deficit Accumulated Prior to
Development Stage; (ii) Deficit Accumulated during the Development
Stage; and (iii) Accumulated Other Comprehensive Income. Refer
to
the guidance in paragraph 11(a) of SFAS 7 and paragraph 26 of SFAS
130, respectively. Please revise accordingly.
Statements of Operations, page 17
5. Please provide a disclosure in the notes to the financial
statements regarding the write off of the related company for
$984,760.
Note 2 - Significant Accounting Policies, page 21
6. In view of the materiality of marketable securities relative to
total assets, please significantly expand your accounting policy
to
specifically state how you evaluate and assess for impairment of
securities, including when a decline (unrealized loss) in value is
deemed "other than temporary" for which a write-down is reflected
in
earnings as a realized loss, as required by paragraph 16 of SFAS
115.
7. In addition, we note that the amount of the security for Ontex
Resources Ltd ("Ontex") represents approximately 99% of the total
value of marketable securities on your balance sheet. With
respect
to the value of the Ontex shares, it has declined approximately
$133,000 and $67,000 in the fiscal year ended December 31, 2004
and
three months ended March 31, 2005. Recently, these shares have
been
trading at approximately $.19 which provides an additional decline
of
approximately $25,000. We also note from Ontex`s most recent
annual
(December 31, 2004) and interim financial statements (March 31,
2005)
that Ontex is a development stage enterprise with significant net
losses, accumulated deficit and working capital deficiency. In
light
of their current position with no cash or equivalents, it also
appears their ability to raise significant additional financing
may
be highly uncertain. Therefore, please tell us and revise the
notes
to disclose the reliable information you considered (both positive
and negative) in reaching a conclusion that the decline in value
of
these securities does not represent an "other-than-temporary"
impairment. See paragraph 7 of EITF 03-1 as well as Topic 5M of
the
Staff Accounting Bulletins (SAB 59) for guidance. In the absence
of
positive supporting evidence that is contrary to the negative
factors
we cite above, you should consider an other-than-temporary write-
down
reflected in earnings as a realized loss. Please advise and
revise
accordingly.
Other
8. In accordance with paragraph 14 of SFAS 130, please disclose a
total amount for comprehensive income for each of the three fiscal
year periods in the statement of stockholders` deficit.
Form 6-K filed May 26, 2005 (March 31, 2005 Unaudited Financial
Statements)
9. In future filings, your statements of operations and cash flow
should disclose a separate column for cumulative amounts from
inception of development stage as required by paragraph 11(b)-(c)
of
SFAS 7. Please revise accordingly.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Ms. Kristin Shifflett, Staff Accountant, at
(202) 551-3381, if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3816 with any other questions.
Sincerely,
Joseph Foti
Senior Assistant Chief
Accountant
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Mr. David Hynes
Byron Global Corp.
July 12, 2005
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