Filed: AMENDED July 28, 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F



[  ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

or

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

or

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



Commission File No.82-1918 Section 12g 3-2(b)

Registration File No: 000 - 30194

___________

Byron Global Corp.

(Formerly BYRON RESOURCES INC.)

(Exact name of Registrant as specified in its charter)

Ontario, Canada

(Jurisdiction of incorporation or organization)





2045 Lakeshore Blvd. W., Suite 3903 Toronto, Ontario M8V 2Z6, Canada

Tel: (416) 594-0528

Fax: (416) 594-6811

E-mail: byronres@sympatico.ca

(Addresses of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act: None



Securities registered or to be registered pursuant to Section 12(g) of the Act: Common



Common shares

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the issuer's classes of capital

or common stock as of the close of the period covered by the annual report.



Number of outstanding Common shares as of December 31, 2004: 3,089,998



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:



Yes
X       
No __

Indicate by check mark which financial statement item the Registrant has elected to follow:



Item 17X  Item 18 __











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2











TABLE OF CONTENTS

PART I



Page

Item 1.

Description of Business

3

Item 2.

Description of Property

4

Item 3.

Legal Proceedings

4

Item 4.

Control of Registrant

4

Item 5.

Nature of Trading Market

5

Item 6.

Exchange Controls and Other Limitations Affecting Security Holders

6

Item 7.

Taxation

6

Item 8.

Selected Financial Data

6

Item 9.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

7

Item 9A.

Quantitative and Qualitative Disclosures about Market Risk

9

Item 10.

Directors and Officers of Registrant

9

Item 11.

Compensation of Directors and Officers

11

Item 12.

Options to Purchase Securities from Registrant

11

Item 13.

Interest of Management in Certain Transactions

11





PART II



Item 14.

Description of Securities to be Registered

12





PART III



Item 15.

Defaults Upon Senior Securities

12

Item 16.

Changes in Securities and Changes in Security for Registered Securities

12



PART IV



Item 17.

Financial Statements

13

Item 18.

Financial Statements

13

Item 19.

Financial Statements and Exhibits

13





Signatures

14





Attachment
"A" Index to Financial Statements

13

Attachment"B"CertificationsofDisclosureSection302 (a) & 906                                                
           25

Attachment
"C" Shareholder List

27













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PART I



ITEM 1.

DESCRIPTION OF BUSINESS



Introduction



Byron Global Corp. ("Byron" or the
"Company") is a corporation under the laws of the Province of Ontario, Canada, with principal executive offices at 2045 Lakeshore Blvd. W., Suite 3903, Toronto, Ontario, M8V 2Z6.  The Company currently has no operating business.



On February 22, 2001, the company completed the acquisition of BioForest Investments Inc., with the issuance of 36,723,050 common shares, pursuant to the Share Exchange Agreement dated May 9, 2000 and   as amended by letter agreement dated December 15, 2000. The Native Land Trust Board (NLTB) confirmed and approved the BioForest Investments Inc. acquisition of the Merit Concession subject to certain performance conditions.



BioForest Investments Inc. had the right to earn 70% of BioForest Holdings (Fiji) Limited and BioForest Products (Fiji) Limited ("H&P") upon providing U.S. $10,000,000. H&P are 30% owned by the Taukei Unit Trust, which represents the interest of certain Fijian owners of forestlands. The funding was to be used to acquire several indigenous timber concessions in the Republic of Fiji, to purchase and upgrade certain operating sawmills and dry mills and for operating capital. The Company was not successful in raising the required capital. Pursuant to agreements dated August 31, 1999 and October 25, 1999 and the extension granted on September 26, 2001, by the Native Trust Board of Fiji, the rights to the Merit Concession expired on October 31, 2002.



The Company is a Foreign Issuer inasmuch as it does not meet any of the standards set in Rule 3b-4 c.2.i, ii or iii.  The citizenship of the Companys officers and directors are as follows: three Canadians (R. McGroarty, G.E. Mara and D.L. Hynes). The business of the Company is administered in Toronto, Ontario Canada.



The Company's financial statements appearing in this Registration Statement conform to GAAP and GAAS

and are expressed in Canadian Dollars.  References to other currencies are identified as necessary.



General History and Development of Byron Global Corp. ( formerly Byron Resources, Inc.)



The Company was incorporated under the laws of the Province of British Columbia, Canada, on July 18, 1986 as Castello Resources Ltd.  It subsequently changed its name to Castello Business Systems Ltd. on January   21, 1993 before becoming Castello Casino Corp. on October 31, 1995. In 1995, Articles of Continuance provided for the Companys continuance in the Province of Ontario, Canada.  Articles of Amendment granted Castello provided for an increase in the authorized capital   to 100,000,000 common shares of no par value and the consolidation of the common shares on the basis of four (4) pre-consolidation common shares for one (1) post-consolidation common share.   The company, on April 15, 2003, changed its name to Byron Resources Inc., and the common shares of the company were consolidated on the basis of 1 new share for each 140 shares held, approval having been granted at the Annual and Special Meeting of Shareholders held on December 12, 2002. .   The company, on July 9, 2004, changed its name to Byron Global Corp, and on August 3, 2004 the common shares of the company were consolidated on the basis of 1 new share for each 10 shares held, approval having been granted at the Annual and Special Meeting of Shareholders held on June 25, 2004.



The Company was formed to engage in the business of both mineral and oil and gas exploration and

development in Canada and the United States.  By 1989, the Company abandoned its option on the mining claims held in British Columbia and sold its oil and gas interests in 1990.



In July 1991, the Company entered into an agreement with Minolta Corporation to market and to distribute the Minolta Payfax machine.  By Agreement dated May 3, 1993, the Company and Minolta Corporation terminated the agreement.  The agreement provided for payments to the Company aggregating CD$600,000 including the re-purchase of equipment.





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4





In 1994, the Company entered into an agreement to purchase certain casino properties in Central City, Colorado, and advanced $662,510.  The terms provided for a 4% equity interest in the project.  The Company received from the Vendor, One Eye, LLC, GCDC Limited Partnership and their officers, members and agents, Jim McClay, Charles Callaway, Jon Telleen and Richard M. Greene, a convertible Promissory Note for $683,000 payable on demand after April 8, 1996 with interest at 8%.  The Note was convertible into an additional 6% interest in the project.  The operator abandoned the project and the company has written off its investment.



In February 1994, the Company submitted a proposal to the Ontario Government to establish the initial First Nation Casino on native lands in the Province of Ontario.  The Government repudiated this participation in November 1994.  The Company in April 2002 filed an amended statement of claim for costs against the Province of Ontario as well as the Ontario Casino Corporation in the amount of $825,000 and $10,000,000 in punitive damages.  The Companys position is that it was allowed participation in the process, being in compliance with the agreed to objectives, criteria and guidelines.  The company claims the Government acted in bad faith and abused the process by repudiating the participation of gaming management companies.



In November 1995, the Company entered into a Joint Venture agreement to acquire an interest in a Venezuelan gaming entertainment centre.  The agreement provided the Company would provide not less than $1,618,800 for development of the project.  The agreement provided that 80% of the operating profit would be applied to repayment of capital advanced by the Company. Subsequently the company acquired a 25% interest in Inveriones Forum SA for the consideration of $1.00. Pursuant to an agreement dated December 30, 1996, the Company acquired a further 21.85% interest in Inveriones Forum SA, valued at $3,033,675 to hold 46.85%.  The consideration was through the issuance of 1,091,250 units comprising one (1) common share and one (1) Series
"A" Warrant.  The Warrant entitled the holder to purchase one (1) common share for CDN$2.78 per share and to receive one (1) Series
"B" Warrant.  Each Series "B" Warrant entitled the holder to purchase one (1) common share for $3.34 per share.  The warrants expired on March 21, 1998.



The lease of the Forum Entertainment and Gaming Centre was terminated by the landlord for non payment of rent, which resulted from a new Venezuelan federal law enacted in July 1997, which prohibited the operation  of any gaming related facilities or organizations without a license from the federal government.  The facility had been operating under municipal license until that point in time.  The federal law superceded all local and municipal licenses and terminated all gaming operations in the country at that time.  The Company has written off its investment of $5,648,857 in the project.





ITEM 2.

DESCRIPTION OF PROPERTY



The Company maintains corporate headquarters in Toronto, Ontario, Canada.  The space consists of 300 square feet and is leased on a monthly basis from the Chairman of the company.





ITEM 3.

LEGAL PROCEEDINGS



On June 9, 2000, the company was also served a Statement of Claim on behalf of Beach Tree Trust of Nassau, a company associated with Mr. Fox, a former director.  The Claim is an amount of US $1,135, 234 and 594,999 pre-consolidated shares of Castello.  Beach Tree claims that various sums of money were paid to Castello to finance a gaming facility in Venezuela.  Ross McGroarty, the Chairman of Castello, has also been named as a defendant.  Management is of the opinion that the claim is without merit and is defending the claim.

In February 1994, the Company submitted a proposal to the Ontario Government to establish the initial First Nation Casino on native lands in the Province of Ontario.  The Government repudiated this participation in November 1994.  The Company (Plaintiff) filed a claim in the Ontario Court (General Division) against the Province of Ontario (Defendant) in June 1995 in the amount of $825,000 and punitive damages in the amount of $10,000,000. Castellos position is that it was allowed participation in the process, being in compliance with the agreed to objectives, criteria and guidelines.In April 2002, the claim was amended to include the Ontario Casino Corporation.Castello claims the Government acted in bad faith and abused the process by repudiating the participation of gaming management companies.

The defendant denies that the plaintiff is entitled to the relief claimed and denies the allegations of the statement of claim.  Examination of Discovery has been completed and Bioforest will make application for a trial date.



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5









ITEM 4.

CONTROL OF REGISTRANT



Byron Resources Inc. is not directly or indirectly owned or controlled by another corporation.  To the knowledge of the directors and senior officers of the Company, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting shares of the company carrying more than 10% of the voting rights attached to any class of voting securities of the Company except as follows:

|Title of Class | Identity of Person or Group           | Amount Owned | Percent of Class
|-------------- | ------------------------------------- | ------------ | ----------------
|Common shares  | All officers and directors
As a group | 375,050      | 12.14 %         



Ross McGroarty holds 375,025 shares and David L. Hynes holds 25 shares.





ITEM 5.

NATURE OF TRADING MARKET



The common shares are quoted on    the OTC Bulletin Board.  The table below indicates the high and low sales prices for common shares in U.S. Dollars as reported on the OTC Bulletin Board for each full fiscal quarter of the Company since the first quarter of fiscal year 2001.

High

Low

Quarter ended March 31, 2001

1.75

0.56

Quarter ended June 30, 2001

0.75

0.53

Quarter ended September 30, 2001

0.65

0.23

Quarter ended December 31, 2001

0.22

0.07

Quarter ended March 31, 2002

0.10

0.07

Quarter ended June 30, 2002

0.08

0.03

Quarter ended September 30, 2002

0.03

0.02

Quarter ended December 31, 2002    0.03



0.02

Quarter ended March 31, 2003

0.013

0.01

Quarter ended June 30, 2003

0.01

0.01

Quarter ended September 30, 2003 No trade

No trade

Quarter ended December 31, 2003    0.20

0.20

Quarter ended March 31, 2004

No trade

No trade

Quarter ended June 30, 2004

No trade

No trade

Quarter ended September 30, 2004

No trade

No trade

Quarter ended December 31, 2004

No trade

No trade



Jan. 3, 2001 (1-14) consolidation



April 15, 2003 (1-140) consolidation

August 3, 2004 (1-10 consolidation)









DEMOGRAPHICS OF SHARE DISTRIBUTION



On December 31, 2004, 75,932 of the outstanding common shares were held by persons with United States

addresses in eighteen (18) states.  Shareholder distribution in countries other than the United States totaled 3,014,006 common shares, of which 178,937 are restricted securities. The demographics of the share distribution are as follows: Australia 2,621; Bahamas 4,141; Bermuda 1,250; Canada 2,988,787; Fiji 8,200; Hong Kong 7,286; Ireland 1,770.





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6





The Companys common stock is a penny stock as defined by Rule 3a 51-1 of the Securities Exchange Act 1934 and is subject to penny stock rules which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell the Companys securities and also may affect the ability of purchasers of Byron common shares to sell shares in the secondary market.



ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

As of the date of this Registration Statement, there are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including, but not limited to, foreign exchange controls, or that affect the remittance of dividends or other payments to nonresident holders of Common shares.

There are no limitations as to the securities to be registered on the right of non-resident or foreign owners to hold or vote such securities imposed by foreign law or by the charter or other constituent document of the registrant.



ITEM 7.TAXATION

The following is a summary of the Canadian federal income tax provisions applicable to United States corporations, citizens, and resident alien individuals purchasing, holding and disposing of Common shares.  The discussion does not purport to deal with all aspects of Canadian federal taxation that may be relevant to shareholders, including those subject to special treatment under the income tax laws; however, this discussion covers all material tax consequences.  Shareholders are advised to consult their own tax advisers regarding the Canadian federal income tax consequences of holding and disposing of the Companys Common shares, as well as any consequences arising under U.S. federal, state or local tax laws or tax laws of other jurisdictions outside the United States.  The summary is based on the assumption that, for Canadian tax purposes, the purchasers or shareholders (I) deal at arms length with the Company, (ii) are not residents of Canada, (iii) hold the Common shares as capital property, and (iv) do not use or hold Common shares in, or in the course of, carrying on business in Canada (a
"Non-Resident Holder").



Dividends paid or credited on the Common shares to a non-resident holder will be subject to a non-resident withholding tax under the Income Tax Act (Canada) at the rate of 25%, although such rate may be reduced under the provisions of an applicable income tax treaty.  For this purpose, dividends will include amounts paid by the Company in excess of the paid-up capital of the Common shares on redemption or a purchase for cancellation of such shares by the Company (other than purchases on the open market).  Under the Canada-United States Income Tax Convention, 1980 (the
"Tax Treaty") the rate is generally reduced to 15% for dividends paid to a person who is a US resident.  Dividends paid to US corporations owning at least 10% of the voting stock of the Company are subject to a withholding tax rate of 5% under the Tax Treaty as amended by the Protocol signed on March 17, 1995.  Other applicable tax treaties may reduce the 25% Canadian tax rate for other Non-Resident Holders.



A Non-Resident Holder generally will not be subject to tax in Canada on capital gains realized from disposition of Common shares, unless such shares are
"taxable Canadian property" within the meaning of the Income Tax Act (Canada).  Generally, the Common shares would not be taxable Canadian property unless the Non-Resident Holder, together with related parties, at any time during the five years prior to the disposition of the Common shares owned not less than 25% of the issued shares of any class of the capital stock of the Company.  Under the Treaty, a resident of the United States will not be subject to tax under the Income Tax Act (Canada) in respect of gains realized on the sale of Common shares which constitute "taxable Canadian property, provided that the value of the Common shares at the time of disposition is not derived principally from real property located in Canada.  This summary is not exhaustive of all possible income tax considerations and shareholders and prospective purchasers are advised to consult with their own tax advisors with respect to their particular circumstances.  The Canadian Tax Act on dividends to U.S. residents is a 15% withholding tax.



ITEM 8.

SELECTED FINANCIAL DATA



The following selected historical consolidated financial data of the Company for the five years ended December 31, 2004    has been derived from the Audited Financial Statements of the Company, which are expressed in Canadian currency.  The information set forth below should be read in conjunction with Item 9 - Management's Discussion and Analysis of



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7





Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company including the notes thereto, included in Item 17 of this Registration Statement.



Year Ended December 31



|                                   | 2000            | 2001              | 2002                  | 2003            | 2004          | 
|---------------------------------- | --------------- | ----------------- | --------------------- | --------------- | ------------- | 
|Operating Revenue                  | $38,794         | $7,021            | $ 0,000               | $0,000          | $0,000        | 
|Operating Loss
Net loss for period | 351,492
443,349 | 157,049
1,415,632 | 273,823     1,258,583 | 157,049
157,049 | 84,575
84,575 | 
|Net Loss per Share                 | 0.03            | 0.03              | 4.179                 | 0.009           | 0.03          | 
|Total Assets                       | 808,409         | 1,415,632         | 262,553               | 373,836         | 231,143       | 
|Long-Term Obligations              | None            | None              | None                  | None            | None          | 
|Redeemable Preferred Shares        | None            | None              | None                  | None            | None          | 
|Dividends                          | None            | None              | None                  | None            | None          | 





2000

"Income" was interest income on funds on deposit to finance further activities.  Principal funding arose from the issue of a U.S. $560,000 8% convertible debenture due June 30, 2001.

2001

Income resulted from interest from funds on deposit. The Company has experienced no changes in accounting procedures over the last five years.  There has been no change in accounting, business combinations or dispositions of business operations that would materially affect the comparability of the information reflected in the selected financial data

2002

The Company received no income during the period. The Company did experience a change in accounting procedures   wherein it is compliant with U.S. GAAP and GAAS. The changes were to conform from Canadian GAAP to US GAAP.  Principally, the changes were to reclassify items in the equity section.  There was no significant affect on the operating losses. Advances of $ 984,760 to Bioforest Holdings (Fiji) Ltd., a subsidiary of Bioforest Investments Inc. were written off as uncollectible.

2003

The company has no operating business and received no income during the period. In 2003, cash flow was financed by working capital and a loan from a director in the amount of $Cdn. $57,500.

2004

The company has no operating business and received no income during the period. In 2004, cash flow was financed by working capital and a loan from a director in the amount of $Cdn. $63,938.





Exchange Rate Data

The following table discloses, for the years indicated, the high, low, end of year and average for year noon buying rates in New York City for cable transfers in Canadian Dollars certified for customs purposes, by the Federal Reserve Bank of New York, as expressed in U.S. Dollars.



|                 | 2000   | 2001   | 2002   | 2003   | 2004  
|---------------- | ------ | ------ | ------ | ------ | ------
|High for year    | 1.5632 | 1.6097 | 1.6184 | 1.5747 | 1.3968
|Low for year     | 1.4378 | 1.5032 | 1.5029 | 1.2924 | 1.1774
|End of year      | 1.5035 | 1.5908 | 1.5776 | 1.3033 | 1.2271
|Average for year | 1.5005 | 1.5484 | 1.5704 | 1.4015 | 1.3015





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8





ITEM 9.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of the results of operations of the Company should be read in conjunction with Item 8 - Selected Financial Data and the Financial Statements of the Company, and the notes thereto, included elsewhere in this Registration statement.



The Company has experienced no changes in accounting procedures over the last five years.  There has been no change in accounting, business combinations or dispositions of business operations that would materially affect the comparability of the information reflected in the selected financial data.

The Company has suffered substantial losses in the last six-year period, wherein the Company has experienced a write-down of assets.







The following is a comparative analysis of the results of operations for 2004 vs. 2003:



|                   | 2003      | 2004  
|------------------ | --------- | ------
|Operating revenue  | $0,000    | $0,000
|Costs and expenses | $157,049  | 84,575
|Operating loss     | $157, 049 | 84,575
|                   |           |       



During 2004, the Company received no income. The operating loss of $ 84,575 in year 2004 represented a decrease of $72,474  or 53.8% from the 2003 loss.  The decrease in the 2004 loss reflects the decrease in fees, travel and promotion expenses of $154,556. Interest payable decreased $27,111.   Administration and general expenses decreased by $44,627.  The administration and general expenses included general costs, audit, accounting, legal fees, and transfer fees and shareholder information costs.  These decreases reflect a reduction in business activity. The company has no operating business.



LIQUIDITY





During the 2003 year, the Company issued 26,848,860 common shares pursuant to the conversion privileges of debentures having a combined value of U.S. $886,012 (Cdn. $1,233,948).  In 2003, cash flow was financed by working capital and a loan from a director in the amount of $Cdn. $57,500. Also, during the year the company incurred consulting fees from a director and officer in the amount of $150,000. The consideration was the issuance of 3,750,000 pre consolidated common shares of the company.



During 2004 there were no financings and no income.

Supplementary disclosure of non-cash investing and financial activities:



The following is a comparative analysis of the changes in cash position for 2004 vs. 2003:







2003

2004

Cash
resources provided by (used in):





Operating activities                                           
$ (98,694)                               
$ (68,642)

Financing activities                                             
   57,500                                   
 71,449

Investing activities                                               
(23,468)                                       
-

(Decrease)/Increase in cash                               
$(63,442)                                   
$2,807



In 2004, financing was obtained from a director/officer loan of $ 71,449.



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9







The continuation as a going concern is dependant on the continued support from the Companys investors and on achieving a source of income.  Management is pursuing other business opportunities and is confident in its ability to provide capital to effect a successful turnaround for the Company.



The Company has been able, in the past, to raise funds for the acquisition, participation or development of business opportunities.  While past ability does not assure future success, the Company believes that it will be able to re-capitalize itself.  The Company maintains significant contacts in the U.S., Canada, Europe and other areas with the belief that it will benefit from its experience in securing the required capital to ensure the continuance of the Company as a viable entity.



Any recently issued changes in accounting standards will have little if any impact on the Companys financial statements if, as and when the standards are adopted.  This is applicable to any accounting standards issued (Canadian and U.S.) and their impact on the Companys financial statements.





The following table illustrates the financial support from investors and management:

Summary of issued share capital:

Shares

Capital

Balance, December 31, 1993

4,011,339

$ 2,362,586

Private Placement

1,000,000

500,000

Exercise of stock options



358,500

143,400

Exercise of 1993 private placement warrants

225,000

112,500

Exercise of 1994 private placement warrants

175,000

105,000

Balance, December 31, 1994

5,769,839

3,223,486

Private placement

11,378,842

2,275,769

Exercise of stock options



764,000

114,600

Exercise of stock options



425,000

63,750

Balance, December 31, 1996

18,337,681

5,677,605

*Balance, December 31, 1996

4,584,420

5,677,605

Debt settlement

806,125

703,509

Investment in Venezuela Casino project

1,091,250

2,991,335

Consulting, legal and other services

3,843,850

1,095,056

Exercise of stock options



500,000

110,000

Balance, December 31, 1997 and 1998

10,825,645           10,577,605

Consulting, legal and other services

2,225,000

129,807

Related party loan

900,000

52,506

Balance, December 31, 1999

13,950,645           10,759,818

Directors Options

1,000,000

88,620

Conversion of debenture debt to shares

Principal

370,370

75,175

Accrued Interest



11,202

2,268

Balance, December 31, 2000



15,332,217

10,925,881

January 8, 2001  one new share for 14 old shares



1,095,158

10,925,881

Conversion of debenture debt to shares

Principal

277,992

253,762

Accrued interest

9,265

10,421

Bioforest Investments Inc.

36,723,050



1

Related party loan

2,063,838

1,620,734

Consulting, legal and other services

2,000,000

917,940

Balance, December31, 2001-2002



42,169,302            $13,728,739

April 15, 2003  1-140 consolidation

(41,868,106)

-

301,196

13,728,739

Conversion of notes payable

26,848,860

1,233,948

Management services

3,750,000

150,000

Balance  December 31, 2003

30,900,056

$15,112,687



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10







June 25, 2004  1-10 consolidation

(27,810,058)



Balance December 31, 2004

3,089,998

$15,112,687

Ross McGroarty, Chairman of the Company, is committed to financially support the Company, within reason, until such time that the Company implements a vailable business plan.



ITEM 9A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not Applicable.



ITEM 10.

DIRECTORS AND OFFICERS OF THE REGISTRANT



The Directors and Executive Officers of the Company as at December 31, 2002 are set forth below:



Name



Age

Position



Citizenship

Shares Held

Ross McGroarty

66

Chairman/Secretary

Canadian



375,025

David L. Hynes

59

President, Director

Canadian

25

George E. Mara

56

Director

Canadian

Nil

Ross McGroarty has served as Chairman and Director of the Company since June 1991.  He was an officer and a director of Ontex Resources Limited from March 1988 to September 1999 and Micromem Technologies Inc. (formerly Avanticorp International Inc.) from September 1987 to June 2000. Both Ontex and Micromem are reporting issuers.

David L. Hynes has served as President and a Director of the Company since April 2000.  Mr. Hynes has been a lawyer for several years.

George E.  Mara, a businessman, has served as a Director of the Company since August 2000.



There are no arrangements or understandings between any director and any other person pursuant to which   the director was selected as a director or executive officer.  There is no family relationship between any director   or executive officer and any other director or executive officer.



STATEMENT OF CORPORATE GOVERNANCE PRACTICES



The Corporations Board of Directors is charged with developing and monitoring the Corporations governance practices. The following statement reflects the corporate governance practices and policies that the Corporation has either adopted or it is considering adopting.  The Corporation believes that the steps it has taken to date represent an appropriate approach to corporate governance and is pleased to make the following disclosure regarding its corporate practices.

BOARD RESPONSIBILITIES AND COMPOSITION

The Board is responsible for the supervision of the management of the Corporation and for approving the overall direction of the Corporation, in a manner, which is in the best interests of the Corporation. The Board has explicitly confirmed its stewardship responsibility for reviewing and approving the Corporations strategy, and for implementing, or requiring management to implement, procedures and systems for: (1) adopting a strategic planning process; (2) communications policy; and (5) adopting internal control and management information systems.



The Board participates fully in assessing and approving strategic plans and prospective decisions proposed by management. To ensure that the principal business risks that are borne by the Corporation are appropriate, the Board regularly monitors the financial performance of the Corporations individual units. This monitoring function often entails review and comment by the Board on various management reports. The Board, directly and through its Audit Committee, assesses the integrity of the Corporations internal control and management information systems. In respect of senior management succession planning, the Board has been involved in identifying candidates from within and outside the Corporation to fill senior management positions, as required. As a practice, the Board approves significant corporate communications with shareholders.



There were five formal meetings of the Board last year while several matters of business were dealt with by telephone and by written resolution of the directors. Frequency of meetings, and the nature of agenda items change, depending upon the state of the Corporations affairs, in light of opportunities or risks, which the Corporation faces from time to time.



The Board is currently composed of three members. Of the current Board members, Mr. Mara is considered by the board  to be an
"unrelated director", as in "free from any interest and any business or other relationship which would, or could reasonably perceived to, materially interfere with the directors ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholding." The other two members, Messers Hynes and McGroarty are related within the meaning of the Guidelines.  In deciding whether a particular director is or is not a
"related director", the Board examined the factual circumstances of each director.

The Board believes that all of its directors made a valuable contribution to the Corporation. A number of the directors, although not
"unrelated directors", possess an extensive knowledge of the Corporations business, which has proven to be beneficial to the



---

11





Board, and their participation as directors contributes to the effectiveness of the Board. The Board also believes that the directors are sensitive to conflicts of interest and will excuse themselves from deliberations and voting in appropriate circumstances.

BOARD FUNCTIONING AND INDEPENDENCE

The Board has no formal policy with respect to which matters, other than those required by statute, must be brought by the President of the Corporation or other senior management to the Board for approval, however, there is a clear understanding between senior management and the Board that all major strategic decisions including any change in the strategic direction of the Corporation and acquisitions and/or divestitures of a material nature, will be presented by management to the Board for approval. As part of its ongoing activity, the Board regularly receives and comments upon reports of management as to the performances of the Corporations business and managements expectations and planned actions in respect thereto.

Mr. Ross McGroarty is the Chairman of the Board of the Corporation; Mr. David L. Hynes is the President of the Corporation. All directors are expected to exercise critical judgment at all times and the outside directors have unrestricted, direct access

tobothCorporation executives and the external auditor. In order to assist the Board to discharge its responsibilities, the Board is committed to continuing to examine and develop the processes which it follows in its deliberationforensuringthattheBoardcontinues to fulfill its mandate. The Board has developed a formal position description for the President, which includes development of a strategic plan for the Corporation and the general management of all aspects and affairs of the Corporation, including overseeing the financial management of the Corporation and the Corporations compliance with all applicable regulatory requirements. In addition, the Board and the President engage in regular dialogue regarding achieving the Corporations strategic objectives as determined by management and the Board. The Board has not met without management present. If the Board believed it was appropriate and meaningful, it would have formalized the process by which the Board would meet without management and for handling the Boards overall relationship with management.

BOARD COMMITTEES

The Board has an Audit Committee and a Compensation Committee. As and when required, ad hoc committees of the Board will be

appointed. As the Board has plenary power, responsibility, which is not delegated, to management or a Board committee remains with

the Board. With respect to individual members of the Board, no situation has arisen to date in which an individual member of the

Board has expressed an interest in retaining, or has actually retained, an outside advisor at the expense of the Corporation. The Board

would consider any such request by an individual member of the Board on its merits at the time it was made.

AUDIT COMMITTEE

The Audit Committee is composed of three directors, Messrs Hynes, McGroarty and Mara. Mr. Mara is also an outside director. The Audit Committee is responsible for the integrity of the Corporations internal accounting and control systems. The Committee receives and reviews the financial statements of the Corporation and makes recommendations thereon to the Board prior to their approval by the full Board. The Audit Committee communicates directly with the Corporations external auditors in order to discuss audit and related matters wherever appropriate

COMPENSATION COMMITTEE

The Boards Compensation Committee is composed of two directors, Messrs Hynes and Mara. Mr. Mara is an outside director. The Committee reviews and approves significant human resources policies. The Committee also develops and articulates the corporate compensation philosophy and reviews and approves stock options and executive compensation, including incentive plans, compensation policies and changes.

NOMINATING COMMITTEE

The Board does not have a nominating committee. All members of the Board are encouraged to bring forward their recommendations for nominees for election thereto. Nominations are made after extensive discussion involving the President and other members of the Board.

SHAREHOLDER     COMMUNICATIONS

The Corporation endeavors to keep all shareholders well informed as to financial performance of the Corporation, primarily by means of its annual and quarterly reports.

With the approval of the Board, management has appointed Mr. David L. Hynes, President of the Corporation, and Mr. Ross McGroarty, Chairman of the Corporation. They are the principal individuals responsible for receiving shareholder enquiries and addressing shareholder concerns. While being guided by regulatory requirements and the Corporations policies in respect to confidentiality and disclosure, Messrs. Hynes and McGroarty are available for interviews by stakeholders, including analysts, the media and investors. They endeavour to respond promptly and appropriately to all such requests and/or inquiries.



ITEM 11.

COMPENSATION OF DIRECTORS AND OFFICERS



The aggregate amount of compensation paid by the Company and its subsidiaries during the Company's last fiscal year for services was Nil



ITEM 12.

OPTIONS AND WARRANTS TO PURCHASE SECURITIES FROM REGISTRANT



There were no options exercised in 2004. At a Shareholders Meeting on June 25, 2003 the approval of the creation of a new directors, senior officers and key employees incentive stock option plan was approved.





---

12





ITEM 13.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS



During the past three years, there have been no material transactions in which the Company or any of its subsidiaries was a party and in which any director or officer of the Company had a direct or indirect material interest.  During the last three years, no officer or director or any of their associates have been indebted to the Company.







PART II



ITEM 14.

DESCRIPTION OF SECURITIES TO BE REGISTERED



(Not Applicable)





PART III



ITEM 15.

DEFAULTS UPON SENIOR SECURITIES



None, there are no senior securities.







ITEM 16.

CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES



There are no changes in securities and there are no changes in security for registered securities.





PART IV



ITEM 17.

FINANCIAL STATEMENTS



The financial statements are audited in accordance with auditing standards generally accepted in the United States of America.



ITEM 18.

FINANCIAL STATEMENTS



Not Applicable.



ITEM 19.

FINANCIAL STATEMENTS AND EXHIBITS







(a)

Financial Statements:



(b)

See the Index to Financial Statements on page A-1 of the financial statements filed as part of this Registration Statement as Attachment
"A:" hereto for year ending:  December 31, 2003 with comparative financial statements for 2002.

Exhibits: The following exhibits are filed as part of this registration statement as Attachment
"B" Certification and Attachment "C" Certified Shareholder List  December 31, 2003 hereto.



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.



---

13







BYRON GLOBAL CORP.

By:" Ross McGroarty"(signed)

Dated April 28, 2005

Ross McGroarty, Chairman





ATTACHMENT
"A"

FINANCIAL STATEMENTS OF

BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

















---

14





















Larry O'Donnell, CPA, P.C.

Telephone (303)745-4545                                                                                           2228 South Fraser Street

Unit 1

Aurora, Colorado    80014





Report of Independent Registered Public Accounting Firm



To the Shareholders and Board of Directors

Byron Global Corp. (Formerly Byron Resources Inc.)

Toronto, Ontario





I have audited the accompanying balance sheet of Byron Global Corp. (Formerly Byron Resources Inc.) as of December 31, 2004 and 2003, and the related statements of operations, stockholders equity deficit, and cash flows for each of the yearsthen ended and the period from commencement of the development state, January 1. 2002, to December 31, 2004.  These financial statements are the responsibility of the Companys management.  My responsibility is to express an opinion on these financial statements based on my audits.



I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Byron Global Corp. (Formerly Byron Resources Inc.), as of December 31, 2004 and 2003, and the results of its operations and cash flows for each ofthe year then ended and the period from commencement of the development state, January 1. 2002, to December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1, the Companys has negative working capital, negative cash flows from operations and operating losses which raises substantial doubt about its ability to continue as a going concern.  Managements plans in those matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







Larry ODonnell, CPA, P.C.



April 24, 2005





---





BYRON GLOBAL INC.

(formerly Byron Resources Inc.)

(A Development Stage Company)

BALANCE SHEETS AS AT DECEMBER 31, 2004 AND 2003

(Stated in Cdn. Dollars)



|                                               |  |   |  | 2004        |   |   |   |   | 2003        |  
|---------------------------------------------- |  | - |  | ----------- | - | - | - | - | ----------- | -
|ASSETS                                        
|CURRENT ASSETS                                 |  |   |  |             |   |   |   |   |             |  
|Cash                                           |  | $ |  | 6,209       |   |   | $ |   | 3,402       |  
|Accounts receivable                            |  |   |  | 571         |   |   |   |   | 11,891      |  
|Marketable securities (Note 3)                 |  |   |  | 222,695     |   |   |   |   | 356,231     |  
|                                               |  |  
|                                               |  |   |  | 229,475     |   |   |   |   | 371,524     |  
|CAPITAL ASSETS(Note 4)                         |  |   |  | 1,668       |   |   |   |   | 2,312       |  
|                                               |  |  
|                                               |  | $ |  | 231,143     |   |   | $ |   | 373,836     |  
|                                               |  |  
|LIABILITIES                                   
|CURRENT LIABILITIES                            |  |   |  |             |   |   |   |   |             |  
|Accounts payable and accrued liabilities       |  | $ |  | 25,711      |   |   | $ |   | 24,026      |  
|Notes payable (Note 5)                         |  |   |  | 299,310     |   |   |   |   | 297,027     |  
|Due to shareholder (Note 6)                    |  |   |  | 130,169     |   |   |   |   | 58,720      |  
|                                               |  |  
|                                               |  |   |  | 455,190     |   |   |   |   | 379,773     |  
|                                               |  |  
|                                              
|DEFICIT LESS CAPITAL STOCK                     |  |   |  |             |   |   |   |   |             |  
|DEFICIT                                        |  |   |  |             |   |   |   |   |             |  
|Deficit accumulated prior to development stage |  |   |  | (13,801,947 | ) | - | - | - | (13,801,947 | )
|Accumulated during the development stage       |  |   |  | (1,500,207  | ) | - | - | - | (1,415,632  | )
|Accumulated other comprehensive income         |  |   |  | (34,580     | ) | - | - | - | 98,955      |  
|                                               |  |   |  | (15,336,734 | ) |   |   |   | (15,118,624 | )
|                                               |  |  
|CAPITAL STOCK(Note 7)                          |  |   |  | 15,112,687  |   |   |   |   | 15,112,687  |  
|                                               |  |  
|                                               |  |   |  | (224,047    | ) |   |   |   | (5,937      | )
|                                               |  |  
|                                               |  | $ |  | 231,143     |   |   | $ |   | 373,836     |  
|                                               |  |  
|NATURE AND CONTINUANCE OF OPERATIONS(Note 1)   |  |   |  |             |   |   |   |   |             |  
|CONTINGENT LIABILITIES(Note 8)                 |  |   |  |             |   |   |   |   |             |  



NATURE AND CONTINUANCE OF OPERATIONS (Note 1)

CONTINGENT LIABILITIES(Note 8)

SIGNED ON BEHALF OF THE BOARD

David L Hynes (signed)

)

.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .

)

DIRECTORS

Ross McGroarty (signed)

)

.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .

)



The accompanying notes are an integral part of these financial statements.

-
15 -





---





BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, 2002

AND JANUARY 1, 2002 (DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)

TO DECEMBER 31, 2004

(Stated in Cdn. Dollars)

|                               |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  | January 1,     |   |  | 
|------------------------------ |  | ----------- |  | --------- | ------------ |  | ---------- | ------------ | --------- | - |  | ---------- | ------------ | --------- | - |  | --------- |  | -------------- | - |  | 
|                               |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  | 2002 (Date of  |   |  | 
|                               |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  | Commencement   |   |  | 
|                               |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  | of Development |   |  | 
|                               |  | Year ended  |  |           |              |  | Year ended |              |           |   |  | Year ended |              |           |   |  | Stage) to |  |                |  
|                               |  | December 31 |  |           | December 31, |  |            | December 31, |           |   |  |            | December 31, |           |   | 
|                               |  |             |  | 2004      |              |  |            |              | 2003      |   |  |            |              | 2002      |   |  |           |  | 2004           |   |  | 
|                              
|EXPENSES                       |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  |                |   |  | 
|Administration and general     |  | $           |  | 32,878    |              |  | $          |              | 77,505    |   |  | $          |              | 92,297    |   |  | $         |  | 202,680        |   |  | 
|Amortization of capital assets |  |             |  | 644       |              |  |            |              | 901       |   |  |            |              | 1,204     |   |  |           |  | 2,749          |   |  | 
|Consulting fees                |  |             |  | -         |              |  |            |              | 154,556   |   |  |            |              | 1,281     |   |  |           |  | 155,837        |   |  | 
|Foreign exchange loss (gain)   |  |             |  | (21,952   | )            |  |            |              | (156,291  | ) |  |            |              | 13,086    |   |  |           |  | (165,157       | ) |  | 
|Interest on notes payable      |  |             |  | 31,464    |              |  |            |              | 58,575    |   |  |            |              | 118,426   |   |  |           |  | 208,465        |   |  | 
|Legal fees                     |  |             |  | 41,541    |              |  |            |              | 21,803    |   |  |            |              | 47,529    |   |  |           |  | 110,873        |   |  | 
|                               |  |             |  |          
|                              
|                               |  |             |  | 84,575    |              |  |            |              | 157,049   |   |  |            |              | 273,823   |   |  |           |  | 515,447        |   |  | 
|                               |  |             |  |          
|                              
|OPERATING LOSS                 |  |             |  | 84,575    |              |  |            |              | 157,049   |   |  |            |              | 273,823   |   |  |           |  | 515,447        |   |  | 
|                              
|WRITE OFF OF RELATED COMPANY   |  |             |  | -         |              |  |            |              | -         |   |  |            |              | 984,760   |   |  |           |  | 984,760        |   |  | 
|                               |  |            
|                              
|NET LOSS FOR THE YEAR          |  | $           |  | 84,575    |              |  | $          |              | 157,049   |   |  | $          |              | 1,258,583 |   |  | $         |  | 1,500,207      |   |  | 
|                               |  |             |  |          
|                              
|                              
|NET LOSS PER SHARE(Note 11)    |  | $           |  | (0.03     | )            |  | $          |              | (0.09     | ) |  | $          |              | (41.79    | ) |  |           |  |                |   |  | 
|                               |  |             |  |          
|                              
|WEIGHTED AVERAGE NUMBER OF     |  |             |  |           |              |  |            |              |           |   |  |            |              |           |   |  |           |  |                |   |  | 
|SHARES OUTSTANDING(Note 11)    |  |             |  | 3,089,998 |              |  |            |              | 1,708,173 |   |  |            |              | 30,120    |   |  |           |  |                |   |  | 
|                               |  |             |  |          



The accompanying notes are an integral part of these financial statements.

-
16 -





---





BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

PERIOD FROM JANUARY 1, 2002 (DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)

TO DECEMBER 31, 2004

(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, JANUARY 1, 2002                           |  | 42,169,302  |   |  | $ |  | 13,728,739 |  | $ |  | (13,801,947  | ) |  | $           |  | -           |               |   | $ -     |   |  | $             |  | (73,208)    |  |  |  | 
|Other comprehensive income, as restated (Note 3) - |  |             |   |  | - |  |            |  | - |  |              |   |  | -           |  |             | (43,158       | ) |         |   |  | (43,158)      |  |             |  | 
|Net loss for the year                              |  | -           |   |  |   |  | -          |  |   |  | -            |   |  |             |  | (1,258,583  | )             |   | -       |   |  |               |  | (1,258,583) |  |  |  | 
|                                                   |  |             |   | 
|Comprehensive income (loss) (1,301,711)            |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  | 
|                                                  
|BALANCE, DECEMBER 31, 2002,                        |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  |  |  | 
|as restated                                        |  | 42,169,302  |   |  |   |  | 13,728,739 |  |   |  | (13,801,947  | ) |  |             |  | (1,258,583  | )             |   | (43,158 | ) |  |               |  | (1,374,949) |  |  |  | 
|                                                  
|Share consolidation (Note 7(c))                    |  | (41,868,106 | ) |  |   |  | -          |  |   |  | -            |   |  |             |  | -           |               |   | -       |   |  |               |  | -           |  |  |  | 
|Conversion of notes payable(Note7 (d))             |  | 26,848,860  |   |  |   |  | 1,233,948  |  |   |  | -            |   |  |             |  | -           |               |   | -       |   |  |               |  | 1,233,948   |  |  |  | 
|Issued in exchange for services (Note 9)           |  | 3,750,000   |   |  |   |  | 150,000    |  |   |  | -            |   |  |             |  | -           |               |   | -       |   |  |               |  | 150,000     |  |  |  | 
|Other comprehensive income                         |  | -           |   |  |   |  | -          |  |   |  | -            |   |  |             |  | -           |               |   | 142,113 |   |  |               |  | 142,113     |  |  |  | 
|Net loss for the year                              |  | -           |   |  |   |  | -          |  |   |  | -            |   |  |             |  | (157,049    | )             |   | -       |   |  |               |  | (157,049)   |  |  |  | 
|Comprehensive income (loss)
 (14,936)              |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  |  |  | 
|                                                   |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  |  |  | 
|BALANCE, DECEMBER 31, 2003                         |  | 30,900,056  |   |  | $ |  | 15,112,687 |  | $ |  | (13,801,947) |   |  | $           |  | (1,415,632) | $             |   | 98,955  |   |  | $             |  | (5,937)     |  |  |  | 
|                                                   |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  |  |  | 
|                                                   |  |             |   |  |   |  |            |  |   |  |              |   |  |             |  |             |               |   |         |   |  |               |  |             |  |  |  | 
|                                                   |  |             |   | 





The accompanying notes are an integral part of these financial statements.

-
17 -

---





BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

PERIOD FROM JANUARY 1, 2002 (DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)

TO DECEMBER 31, 2004

(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, 2003       |  | 30,900,056  |   |  | $ |  | 15,112,687 |  | $ |  | (13,801,947 | ) |  | $ |  | (1,415,632 | ) |  | $ |  | 98,955   |   |  | $ |  | (5,937   | )
|-------------------------------- |  | ----------- | - |  | - |  | ---------- |  | - |  | ----------- | - |  | - |  | ---------- | - |  | - |  | -------- | - |  | - |  | -------- | -
|Share consolidation (Note 7(f))  |  | (27,810,058 | ) |  |   |  | -          |  |   |  | -           |   |  |   |  | -          |   |  |   |  | -        |   |  |   |  | -        |  
|Extraordinary dividend (Note 12) |  | -           |   |  |   |  | -          |  |   |  | -           |   |  | $ |  | Nil        |   |  |   |  | -        |   |  |   |  | -        |  
|Other comprehensive loss         |  | -           |   |  |   |  | -          |  |   |  | -           |   |  |   |  | -          |   |  |   |  | (133,535 | ) |  |   |  | (133,535 | )
|Net loss for the year            |  | -           |   |  |   |  | -          |  |   |  | -           |   |  |   |  | (84,575    | ) |  |   |  | -        |   |  |   |  | (84,575  | )
|                                 |  |            

Comprehensive income (loss) (218,110)







BALANCE, DECEMBER 31, 20043,089,998        $                      
15,112,687            $      (13,801,947)    
$               (1,500,207)       
$             (34,580)           
$     (224,047)







The accompanying notes are an integral part of these financial statements.

-
18 -



---





BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2004, 2003, 2002 AND

JANUARY 1, 2002 (DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)

TO DECEMBER 31, 2004

(Stated in Cdn. Dollars)





|                                           
|-------------------------------------------
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|CASH FROM OPERATIONS                       
|Net loss for the year                      
|Items not involving cash -                 
|Amortization                               
|Unrealized foreign exchange loss (gain)    
|Write down of advances to a related company
|Consulting fee paid in common shares       
|                                           
|                                           
|                                           
|Change in -                                
|Accounts receivable                        
|Accounts payable and accrued liabilities   
|Notes payable                              
|                                           
|                                           
|                                           
|                                           
|                                           
|FINANCING ACTIVITY                         
|Advances by shareholder                    
|                                           
|                                           
|INVESTING ACTIVITIES                       
|Purchase of marketable securities          
|Purchase of capital assets                 
|Advances to related company                
|                                           
|                                           
|                                           
|                                           
|                                           
|NET CHANGE IN CASH DURING THE YEAR         
|                                           
|CASH - BEGINNING OF YEAR                   
|                                           
|                                           
|CASH - END OF YEAR                         
|                                           





The accompanying notes are an integral part of these financial statements.

-
19 -





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BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

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.

The Company has no business operations or sources of revenue.  These financial statements have been prepared on a going concern basis.  As at December 31, 2004, the Company has a working capital deficiency of $225,715 and has an accumulated deficit of $15,336,734 since inception.  Management is seeking business ventures which, when identified, will require financing.  The Company's ability to continue as a going concern is dependent upon its ability to identify viable business ventures and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

On April 15, 2003, the Company changed its name from Bioforest Pacific Inc. to Byron Resources Inc.

On June 25, 2004, the Company changed its name from Byron Resources Inc. to Byron Global Corp.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with 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 involved the use of estimates, which have been made using careful judgment.  Actual results may differ from these estimates.

The 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.  For the purpose of providing cumulative amounts for the statements of operations and cash flows, these amounts consider only the income and losses for the period from January 1, 2002 to December 31, 2004, the period in which the Company has undertaken a new development stage activity.

(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 AssetCapital assets are amortized on the diminishing balance method at the following rates

per annum:









Computer equipment      - 30%

Office equipment           - 20%



-
20 -





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BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

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 carry forwards 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 cash, 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.



-
21 -





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(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.

(i)

Investment Valuation



The Company carries its investments at fair value, as determined in good faith by the Board of Directors. Securities that are publicly traded are valued at the closing price on the valuation date. Debt and equity securities that are not publicly traded are valued at fair value as determined in good faith by the Board of Directors.  In making such determination, the Board of Directors values non-convertible debt securities at cost plus amortized original issue discount plus payment-in-kind ("PIK") interest, if any, unless adverse factors lead to a determination of a lesser valuation. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had a readily available market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuation currently assigned.   Additionally, events and changes in circumstances may indicate that a decline in an investment is other than temporary.   If that occurs a loss is realized recognized.  A new cost basis is established at that time.  Subsequent increases or decreases in the fair value of the securities which are not deemed to be other than temporary are recognized as unrealized gains or losses.



3.

MARKETABLE SECURITIES

The marketable securities consist of common shares of Ontex Resources Ltd. (671,000 shares; fair market value of $221,430) and Bio-America Inc. (15,000 shares; fair market value of $1,265) and have been classified as available for sale.  Amounts presented for the periods prior to December 31, 2002 have been restated by an amount of $43,158 to reflect the unrealized loss on these investments in order to comply with the Company's accounting policy described in Note 2.



Ontex Resources Limitedis involved in the exploration of mineral properties in Ontario and Quebec, through direct ownership and joint ventures with third parties. Ontex also has an investment in a gas exploration company in Ontario (Echo Energy TSX V- Tier 1).



The Investment in Echois comprised of 7,037,436 shares of Echo beneficially owned and controlled by the Ontex. Some of these shares are escrowed. The Echo shares are thinly traded, the current market value as of June 2, 2005 was $ 1.20 per share / market value $ 8,444,932, the March 31, 2005 market value was $1.08 per share resulting in a total value of $7,600,431 down from a December 31, 2004 total market value of $11,259,898 at $1.60 per share and down from an October 2004 high of $ 3.25 representing a total market value of $ 22,871,667.



Property Description and Location

The Brookbank Property.The Brookbank Deposit contains an indicated mineral resource of 1,325,000 tonnes, grading 7.4 grams of gold per tonne ("g Au/tonne") indicated and an inferred mineral resource of 931,000 tonnes grading 7.0 g Au/tonne inferred at a cut-off grade of 2.0 g Au/tonne gold. The resource was calculated by John P. Thompson and Associates in 2000 andremains open for expansion along strike and at depth. The Brookbank Property comprises approximately682 leased and staked claimslocated in the



-
22  -





---





Thunder Bay Mining Division, 175 km northeast of the City of Thunder Bay. In 1990Placer Domeprovided an Indicated Mineral Inventory estimate subsequent to leaving the property because of protracted legal proceedings. Previously, in 1997/8,Hudson Baypresented a proposal for production.Norandashallow drilled in the 1940s.

Brookbank Deposit

Approximately 343.6 hectares (849 acres) in Irwin Township within the Beardmore - Geraldton Gold Belt, 180 km northeast of Thunder Bay, Ontario. Companys Interest in the Property 100% interest in the claims which are in good standing subject to a royalty.

Cherbourg-Fox Ear Property

Approximately 4,613.6 hectares (11,400 acres) in the Sandra and Irwin Townships within the Beardmore - Geraldton Gold Belt, 180 km Northeast of Thunder Bay, Ontario. The claims are in good standing and are held by Ontex, as to a 74% interest, and by Metalore, as to a 26% interest.

Leduc and Walters Properties

Approximately 9007 hectares (22,130 acres) in Walters and Leduc Townships in the Beardmore -

Geraldton Gold Belt, 180 km northeast of Thunder Bay, Ontario. The claims are in good standing and are held by Ontex, as to a 74% interest, and by Metalore, as to a 26% interest.

Paint Lake Leased Claims: Right of First Refusal

Approximately 121.4 hectares (300 acres) in Walters Township in the Beardmore-Geraldton Gold Belt, 180 km northeast of Thunder Bay, Ontario. The leased claims are in good standing and are held by Metalore. Pursuant to an agreement with Metalore, Metalore has granted to Ontex a perpetual right of first refusal with respect to the mineral rights to the six leased claims in Walters Township owned by Metalore (known as the
"Paint Lake Leased Claims").

The Deloro Property

The following is a summary of the claims that comprise the Deloro Property:

Approximately 985.5 hectares in Deloro Township, Porcupine Mining Division, within the

municipality of Timmins, Ontario, 4 km south of the Buffalo Ankerite Gold Mine and 5.4 km south of the Dome Gold Mine.  Companys Interest in the Property is a 100% interest in the patents which are in good standing subject to royalties.



ONTEX - Liquidity

[a] Shareholder Financing

In the first quarter of 2004, directors and officers exercised options for proceeds of $115,000. As a result, the Company issued 353,846 common shares. As at March 31, 2005, the Company had 2,696,154 directors and officers options outstanding with a weighted average exercise price of $0.325 expiring between May 15, 2005 and October 20, 2005.

During the three month period ended June 30, 2004, the Company issued 245,733 common shares pursuant to a private placement for proceeds of $81,092.

During the three month period ended September 30, 2004, the Company issued 400,000 common shares pursuant to a warrant conversion for proceeds of $132,000.

During the fourth quarter of 2004, the Company issued 175,757 shares pursuant to warrant conversions for proceeds of $59,000.

[b] Working Capital

As at March 31, 2005 the Company had a nil cash balance and a working capital deficiency of $266,275. The Company needs to raise additional cash in order to continue to meet its operating activities. The Company has the potential to raise an additional $877,750 through the exercise of directors and officers options as described above and has, on January 18, 2005, submitted a proposal to issue up to 1,470,588 flow through common shares by way of private placement at $0.34 per share. The Company also has a

royalty interest in certain oil and natural gas leases as described below which will provide the Company with cash flow during 2005 on the anniversary date of production commencement. In addition, the Company does have investments in publicly traded securities which could be sold to raise funds.

[c] Commitments

The Company does not have any material commitments.



-
23 -





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Capital Resources

[a] Mineral Exploration Properties

Exploration expenses incurred during the three month period ended March 31, 2005 totaled $10,283 [2004 - $10,833] of which $4,828 was capitalized and $5,455 was expensed. The expenses were incurred for various follow-up work with respect to maintenance of rights under claims.

[b] Investment in Echo

As at March 31, 2005, Ontex had a net investment in Echo of $588,165. The decrease in the investment in Echo from the December 31, 2004 balance of $592,055 is a result of the Companys proportionate share of losses for the three month period ended March 31, 2005 of $3,840.

The investment is comprised of 7,037,436 shares of Echo beneficially owned and controlled by the Company. While these shares are thinly traded, the March 31, 2005 market value was $1.08 per share resulting in a total value of $7,600,431 down from a December 31, 2004 total market value of $11,259,898 at $1.60 per share.

The companys interest in Echo arose from the merger of Pifher and Energy. On July 2, 2004 the Company announced that Pifher and Energy were moving forward with a proposed merger. On August 19, 2004 Pifher announced that it had received the required approval from its shareholders with regards to its agreement to merge. Pifher had previously received conditional approval from the TSX Venture Exchange in connection with the proposed merger. The merger was effected through the amalgamation of Energy and 1593485 Ontario Inc. ("Subco"), a wholly-owned special purpose subsidiary of Pifher, pursuant to an amended and restated pre-amalgamation agreement dated June 11, 2004 among Pifher, Energy and Subco. Pifher owned approximately 19.14% of Energys outstanding common shares prior to the merger, all of which were cancelled in the amalgamation and replaced with shares of the corporation formed as a result of the amalgamation of Subco and Energy. The resulting corporation carried on in the name of Energy. Energy is 100% owned by Pifher subsequent to the amalgamation. Upon completion of the amalgamation, Energy shareholders other than Pifher received 1.2575 newly issued common shares of Pifher in exchange for each of their Echo common shares.

This share exchange ratio was determined through negotiations between an independent committee of the board of Pifher and the board of Energy. Amongst other things, the parties considered a valuation and fairness opinion prepared by Dundee Securities Corporation ("Dundee") dated October 31, 2003. On March 4, 2004 Dundee updated its opinion and then after further negotiations between the parties, it was agreed, that Energy shareholders (other than Pifher) would receive 1.2575 newly issued common shares of Pifher in exchange for each of their Energy common shares. In its report on the valuation and fairness opinion, to the independent committee of Pifher's board, Dundee valued Energy, with a 100% weighting on the Net Asset Value method, resulting in a range of values from $6.50 to $8.05 per Energy common share and Pifher, with a 100% weighting on the Net Asset Value method, resulting in a range of values from $5.29 to $6.31.

Ontex acquired 1,232,425 common shares of Pifher under the Amalgamation. Prior to the amalgamation, Ontex held 1,113,387 common shares of Pifher and 980,060 common shares of Energy. As a result of the

amalgamation, Ontex beneficially owned and controlled 2,345,812 common shares of Pifher, which constituted 13.7% of the common shares of Pifher outstanding following completion of the Amalgamation.

By articles of amendment dated October 13, 2004, Pifher Resources Inc. changed its name to Echo Energy Canada Inc. Effective October 15, 2004, Echo split its shares on a 3-for-1 basis increasing the number of shares beneficially owned and controlled by the Company to 7,037,436.

Pursuant to a requirement of the TSX Venture Exchange ("Exchange") (which was imposed as a condition to the Exchanges approval of the Amalgamation), the Company entered into a Tier 2 Value Escrow Agreement under which the Company deposited 2,829,375 common shares (943,125 pre-split shares) of Echo into escrow with the escrow agent. Under the terms of the agreement, 10% of the escrowed shares were released upon the Exchange issuing the bulletin ("Exchange Bulletin"), dated October 15, 2004, confirming the Exchanges final acceptance of the Amalgamation, and further, 15% of the original number of escrowed shares will be released from escrow every 6 months following the date of the Exchange Bulletin.

Additionally, a separate tranche of 2,576,361 common shares (858,787 pre-split shares) of Echo held by the Company remain in escrow pursuant to an escrow agreement ("Policy 5.2 Escrow Agreement") dated October 14, 1998, which was required under former Ontario Securities Commission Policy 5.2 ("Policy 5.2") in connection with the initial public offering of Echo. The Company originally deposited 3,860,514 common



-
24 -





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shares (1,226,838 pre-split shares) of Echo under the Policy 5.2 Escrow Agreement. Since the date of the Policy 5.2 Escrow Agreement, 1,104,153 common shares (368,051 pre-split shares) have been automatically released from escrow and the balance of shares will be released from escrow based on expenditures and cumulative cash flow requirements provided in Policy 5.2. The common shares remaining in escrow will be cancelled within 10 years of the Policy 5.2 Escrow Agreement

On March 12, 2005, Echo reported on Gas Reserve Estimations in respect of lands in southwestern Ontario subject to gas leases held by it. The reserve estimations were prepared by Jim McIntosh Petroleum Engineering Ltd. ("McIntosh"), Echos consulting engineer. According to McIntoshs Reserve Estimation the estimated net proved gas reserves on leased acreage in Ontario, are 32.76 bcf (billion cubic feet) and the estimated probable reserves are 41.46 bcf, for a total estimated gas reserve of 74.22 bcf. .

During the fourth quarter of 2004, Echo completed its natural gas delivery system and compressor station, commercial operations commenced and Echo was considered to be in the operational stage.

For more detailed information, please refer to public filings from Echo.

In 2002, Ontex purchased a royalty interest in respect of 2,000 acres of natural gas and oil leases in Bayham Township, in Southwestern Ontario, from Southern Ontario Natural Gas Limited. The royalty purchased under the transaction consists of a gross overriding royalty of 5% until Echo has recovered all capital costs relating to the drilling on and development of the land affected by the said leases and, immediately following the earlier of the payout of the capital costs or five years from the date of the purchase and sale agreement, the royalty shall be increased to 10%. The overriding royalty applies to 8 Echo operated gas wells which, based on the reserves data discussed above, is estimated by McIntosh to have a net present worth of $1,323,000 at a discount rate of 10 percent. One well commenced operation prior to December 31, 2004 and the other 7 are expected to be in production by December 31, 2005.



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BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

4.

CAPITAL ASSETS

2004

2003



Accumulated

Cost

Amortization

Net

Net

Computer equipment

$          
3,640      
$           
2,370           
$       1,270      
$                
1,826



Office
equipment                                                             
778            380                398                             
280



$             
4,418    $            
2,106           $       
1,668      $                
2,106



5.

NOTES PAYABLE

2004

2003



8% convertible unsecured debenture in the amount of U.S $248,431 (2003- U.S. $230,029), 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 highest of (i) 75% of the average closing bid price for the preceding five trading days, and (ii) 110% of the closing bid
price

$299,310            
$297,027



6.

DUE TO SHAREHOLDER

2004

2003

8% promissory notes from a shareholder repayable on

on demand with no set terms of repayment.

$

121,438

$

57,500



Accrued interest

8,731

1,220



$

130,169

$

58,720









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BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

7.

CAPITAL STOCK

(a)

Authorized -

Unlimited number of common shares

(b)

Issued -

Shares

Amount

Balance - December 31, 2001 and 2002

42,169,302

$

13,728,739



Consolidation (Note 7(c))

(41,868,106)

-



301,196

13,728,739



Conversion of notes payable (Note 7(d))

26,848,860

1,233,948



Issued in exchange for management services (Note 9)

3,750,000

150,000



Balance - December 31, 2003                                                                                                              
30,900,056                               
15,112,687

Consolidation (Note 7(f))

(27,810,058)



-



Balance - December 31, 2004

3,089,998

$

15,112,687



(c)

On April 15, 2003 the Company filed Articles of Amendment to consolidate the issued common shares on the basis of one new common share for 140 old common shares.

(d)

On May 9, 2003 the Company issued 26,848,860 common shares pursuant to the conversion privileges of debentures having a combined value of U.S. $886,012 (Cdn. $1,233,948).

(e)

On June 26, 2003, the shareholders of the Company approved a stock option plan (the "Plan") under which the directors of the Company may grant options to acquire shares to qualified directors, officers, employees.  The maximum number of common shares which can be issued pursuant to options granted under this Plan cannot exceed 15% of the number issued and outstanding common shares of the Company.  The options are exercisable at not less than the market price of the common shares at the time they are granted.  Options vest immediately upon issuance.  The number of common shares reserved for issuance to any one person upon the exercise of options may not exceed 5% of the issued and outstanding common shares at the date of such grant.  No options were granted pursuant to this Plan during the year.

(f)On June 25, 2004, the Company approved at the Annual General and Special Meeting of Shareholders the consolidation of the issued common shares on the basis of one new common share for ten old common shares.



8.

CONTINGENT LIABILITIES

(a) The Company has been named defendant in a lawsuit by Beach Tree Trust of Nassau, Bahamas, a company related to a former director, for $1,135,254 and 594,999 shares of the Company arising from alleged unpaid amounts with respect to the Company's former Venezuela operations.  In the opinion of management the Company will be successful in defending
this action.  Accordingly, no liability has been recorded in the financial statements.  Any loss which might occur as a result of this action would be charged against earnings in the year incurred.



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BYRON GLOBAL CORP.

(formerly Byron Resources Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Stated in Cdn. Dollars)

8.       CONTINGENT LIABILITIES (continued)

(b)  The Company has been named defendant in a lawsuit by Ontex Resources Limited for approximately $16,000 for alleged rent in arrears. In the opinion of management the Company will be successful in defending this action.  Accordingly, no liability has been recorded in the financial statements.  Any loss which might occur as a result of this action would be charged against earnings in the year incurred.

9.

RELATED PARTY TRANSACTIONS

During the year, the Company incurred consulting fees to a director and officer in the amount of $Nil (2003 - $150,000; 2002 - $Nil).  The transaction was measured at the exchange amount, which is the amount agreed upon by the transacting parties.

10.

INCOME TAXES

The Company has a total of $119,000 of various classes of resource deductions available for carry forward to apply against taxable income of future taxation years.

Non-capital losses of approximately $4,043,000 expire over the years to 2011.  The Company also has capital losses of $8,144,000.



11.

PER SHARE DATA

On June 25, 2004, the Company approved at the Annual General and Special Meeting of Shareholders the consolidation of the issued common shares on the basis of one new common share for ten old common shares. The share and per share figures for prior periods have been restated to reflect this change.

12.

EXTRAORDINARY DIVIDEND



On June 1, 2004, the Company incorporated a wholly-owned subsidiary Intl Resources Inc. (A Delaware Corporation)

On June 25, 2004, the Company approved at the Annual General and Special Meeting of Shareholders an extraordinary dividend of all the Companys common shares of Intl Resources Inc. to its shareholders on the basis on one share of Intl Resources Inc. for every one share of Byron Global Corp. as of the record date of July 6, 2004. The net assets of Intl Resources Inc. at the time of distribution were $Nil and accordingly that amount has been recorded in the accounts as the value of the extraordinary dividend.



The directors believes this
"spin-off" will enable management of each company to focus on each respective business, allow the ability to grant stock option incentives to employees linked solely to each respective company, and enhance access to financing.





13.

COMPARATIVE FIGURES



Comparative figures have been reclassified to conform to the current period presentation.



14.  WRITE OFF OF RELATED COMPANY

During the year ended December 31, 2002, the Company determined that advances to a related company, Bioforest Holdings (Fiji) Ltd., a subsidiary of Bioforest Investments Inc. were uncollectible.  The advances totaling $984,760 where written off in that period.





-
28  -





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ATTACHMENT
"B"                                                          
 BYRON GLOBAL CORP.

(Formerly Byron Resources Inc.)

3903 2045 Lakeshore Blvd. W.,

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 - December 31, 2004



I, Ross McGroarty, certify that:



1. I have reviewed the Audited Report on Form 6-K of BYRON GLOBAL CORP. (Formerly Byron Resources Inc.)
"the registrant") for periodending December 31, 2004pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.



2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report.



3. Based on my knowledge, the financial statements, and other financial information included in the report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;



4. The registrants other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d -14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which the quarterly report is being prepared:

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to filing date of this quarterly report (the
"Evaluation Date"); and

c) presented in the quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of directors:



-
29 -





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a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated when necessary, in the quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

DATE: April 27, 2005



/s/
"Ross McGroarty"                                                        
/s/ "David L. Hynes"

Chairman / Secretary                                                           
       President







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BYRON GLOBAL CORP.

(Formerly Byron Resources Inc.)

3903 2045 Lakeshore Blvd. W.,

Toronto ON, Canada M8V 2Z6

Tel: 416 594 0528    Fax: 416 594 6811

E-mail: byronres @ sympatico.ca





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 audited Report on Form 6-K of the Company for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on April 28, 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.





April 27, 2005



/s/ "Ross McGroarty"                                                    /s/
"David L. Hynes"

Ross McGroarty                                                            David L. Hynes

Chairman of the Board and Secretary                             President, CEO











-
31 -





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ATTACHMENT
"C"

BYRON GLOBAL CORP. Certified Shareholder List  February 1, 2005





|Adamusiak, Mark                 | 10    
|------------------------------- | ------
|Arrundi Pty Ltd.                | 844   
|Artmis Pacific Limited          | 714   
|Aurochs Limited                 | 71    
|Bablich, Kazimierz              | 10    
|Bailey, John Walker             | 142   
|Baska, Amanda                   | 10    
|Baska, Ania                     | 50    
|Belvedere Investments           | 335   
|Beron Trading Limited           | 2,163 
|Brecher, Mark                   | 10    
|Cabla, Oldrich                  | 10    
|CEDE & CO.                      | 75,754
|Chemielowiec, Janusz            | 10    
|Chuma, George                   | 10    
|Colum Cille Foundation          | 1,770 
|Consol Trading Corporation Ltd  | 378   
|Corbin Enterprises Limited      | 571   
|Corey, Ross                     | 71    
|Craig, Ronald John              | 2     
|Creative Gaming                 | 1     
|Creative Gaming Consultants Inc | 2     
|Crenson, Chris                  | 10    
|Debnicka, Wiesia                | 10    
|Decanio, Walter                 | 10    
|Dir International               | 71    
|Dobberstein, Rita               | 10    
|El Toro Investments Ltd         | 1,428 
|Ephesus Investments             | 71    
|Finlay Australia Pty Ltd        | 142   
|Fox, Joseph                     | 2     
|Fox, Steven R.                  | 14    
|Fuda, Sam                       | 10    
|Gallacher, Mary Ann             | 50    
|Garfias, Luis                   | 10    



---



|Garfias, Maureen                          | 50       
|----------------------------------------- | ---------
|Glendale Securities Inc                   | 3        
|Gos, Chris                                | 10       
|Grover Investments Pty Ltd                | 1,382    
|Hardie, Daniel C                          | 285      
|Hundscheid, Leonard HJ                    | 1        
|Hynes, David L                            | 25       
|Introwski, Wojciech                       | 20       
|KJ Investments                            | 142      
|Kolacz, Jerzy                             | 10       
|Kolpowski, Micholas                       | 10       
|Kozub, Noreen & George JTWROS             | 12       
|Kralka, Tadeusz                           | 10       
|Macdonald, Marilyn                        | 50       
|Marchow, Leszek                           | 10       
|Mathew Ning & Monica Ning Ttee Ning Super | 231      
|McGroarty, Breana                         | 10       
|McGroarty, Martha                         | 50       
|McGroarty, Paul                           | 50       
|McGroarty, Ross                           | 375,025  
|Mclean, Christine                         | 10       
|Mclean, Evelyn                            | 10       
|Mclean, Sean                              | 10       
|Mclean, Suzanne                           | 50       
|Mcmahon, Mike                             | 16       
|Mohawk Management Limited                 | 1,178    
|Morovo Investments Ltd                    | 182      
|Mucha, Kasia                              | 10       
|Mucha, Marek                              | 10       
|Mucha, Robert                             | 10       
|Niemetz, Phillip                          | 10       
|Northcote, Anthony Thomas                 | 7        
|Nymkowski, Peter                          | 10       
|Ocean Marketing Group                     | 7        
|Olszewski, Marek                          | 10       
|Oscar Chess Pty Ltd                       | 611      
|Pacific Rim Mining Ltd                    | 7,286    
|Pacific Timber Industries Pty Ltd         | 21       
|Peachey, Anthony & Ttee                   | 42       
|Pedzialek, Andrezej                       | 10       
|Pelmy Limited                             | 714      
|Poletto, Boris                            | 10       
|Pyramid Holding Inc                       | 1        
|Sand Entertainment Inc                    | 1        
|Solmundson, Gene David                    | 3        
|Suriani, Ross                             | 10       
|Suriani, Ruth                             | 50       
|Tavam Finance Corporation Ltd             | 310      
|Toxidis, Margaret                         | 10       
|Trew Family Trust                         | 107      
|Tuisalea, Sakiusa                         | 7        
|W.D. Latimer Co. Limited                  | 2,612,707



---



|Walczenko, Bogdan      | 10       
|---------------------- | ---------
|Wark, Ronald L M       | 10       
|Wei, Yumiko            | 3        
|Win Bloom Holdings Inc | 4,285    
|Woodhouse, Gary        | 35       
|Zhu, Mutian            | 53       
|Zurowski, Wojciech     | 10       
|                       | 3,089,998
|                       |          







---





BYRON GLOBAL CORP.

3903  2045 Lakeshore Blvd. West,

Toronto ON, M8V 2Z6 Canada

Tel: 416 594 0528 Fax: 416 594 6811

Email:
byronres@sympatico.ca









July 14, 2005



United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549



Att: Kristin Shifflett

Tel: 202 551 3381

Via Fax: 202 772 9202

1 Page



RE:  BYRON GLOBAL CORP.

File No. 000  30194

Comment Letter dated July 12, 2005





Dear Ms. Shifflett;



Pursuant to page 4 of the above captioned letter, please be advised we acknowledge that:



1.

The company is responsible for the adequacy and accuracy of the disclosure in its filings;



2.

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



3.

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.





Yours truly,







Ross McGroarty

Chairman / Secretary