SEC Company Response from BYRON GLOBAL CORP (CIK 0001041019) — Nov 15, 2005
BYRON GLOBAL CORP (CIK 0001041019)
Date: Nov. 15, 2005 · CIK: 0001041019 · Accession: 0001137171-05-002097
AI Filing Summary & Sentiment
File numbers found in text: 000-30194
Show Raw Text
CORRESP
1
filename1.htm
Filed by Filing Services Canada Inc 403-717-3898
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 and Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
BYRON GLOBAL CORP. (Formerly BYRON 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