**U.S. Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**FORM - 10QSB**

 

[ X ]*           *QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIESAND EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2006

 

or

 

[   ]             TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE ACT OF 1934

 

For the transition period from _____________________

Commission File No. 

 

**Razor Resources Inc.**

---------------------------------------------

(Name of small business issuer in its charter)

 

| **Nevada**               | **N/A**                              |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

 

**P.O. Box 27581, 650 West 41st Avenue, Vancouver, BritishColumbia, Canada, V5Z 4M4**

---------------------------------------------------------------------------------------------------------

(Address of principal executive offices)

 

**604-267-0111**

----------------------------------

(Registrant's telephone number, including area code)

 

-------------------------

(Former name, address and fiscal year, if changed since lastreport)

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15 (d) of the Exchange Act during the past 12 months (orfor 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 whether the registrant is a shell company(as defined by Rule 12b-2 of the Exchange Act).     Yes [  ]  No [  x  ]

The number of shares of the registrant's common stock, par value$0.001 per share, outstanding as of July 31, 2006 was 5,363,000.

Transitional Small Business Disclosure Format (Check One): Yes [   ]  No [ x ] 

 

1

 

Razor Resources Inc.

Table of Contents

 

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

               Balance Sheet as of July 31, 2006 (Unaudited)..................................................................................................................4

> 
      Statement of Operations for three months endedJuly 31, 2006 (Unaudited)................................................................................................................................................................................................5

       Statement of CashFlows for three months endedJuly 31, 2006 (Unaudited)................................................................................................................................................................................................6

               Notes to FinancialStatements..........................................................................................................................................................7

Item 2.    Management's Discussion and Analysisor Plan ofOperations...................................................................................................13

Item 3.    Controls andProcedures..................................................................................................................................................................15

Part II - OTHERINFORMATION.......................................................................................................................................................................17

 

2

Part I - FINANCIAL INFORMATION

**Razor Resources Inc.**

**(A Nevada Corporation)**

**Balance Sheet**

** July 31, 2006**

**(With Comparative Figures at April 30, 2006)**

**(Expressed in US Dollars)**

**(Unauditted Prepared  by Management)**

 

** **July 31****April 30** **2006****2006** **(Unaudited) Prepared by Management****(Audited)**
**ASSETS****Current Assets**  
Cash
			$ 897			$ 1,541**TOTAL CURRENT ASSETS**			897			1,541**TOTAL			ASSETS****$897****$			1,541**   
**LIABILITIES & STOCKHOLDERS' EQUITY****Current Liabilities**  
Accounts Payable and Accrued 
			$17,000			$ 14,050**TOTAL CURRENT LIABILITIES**
$17,000
$ 14,050   **Long Term Liability**  			Loan from Shareholder
$ 7,900 			$ 7,900**TOTAL LONG TERM LIABILITIES**			$ 7,900			$7,900   
**SHAREHOLDER'S EQUITY**Capital Stock Authorized:  			70,000,000 common shares at $0.001 par value  			Issued and fully paid  			5,137,000 common shares at par value			5,363			5,367			Additional paid in capital			35,937			36,163			Deficit, accumulated during the exploration stage			(65,303)			(61,709)			   **TOTAL STOCKHOLDERS; EQUITY**			(24,003)			(20,409)**TOTAL LIABILITIES & STOCKHOLDERS' EQUITY****$ 897****$ 1,541**   **Approved on Behalf of the Board**  **"Bing Wong"****Director			and Chief Executive Officer**  
 

See Accompanying Notes

 

**Razor Resources Inc.**

**(A Nevada Corporation)**

**Statement of Operations**

**As at July 31, 2006**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

    

        
       
**Inception**
        
       
**Date of**
 
**Three Months**
**Three Months**
**February 15,**
 
**Ended**
**Ended**
**2002 to**       **July 31****July 31**
**April 30**       **2006****2005****2006****Revenues**                           Consulting Income      -      3,000      8,000
               
       
**General and Administrative      Expenses**       
       
             Filing Fees      430      165      2,413      Auditing Fees      -      -      14,815      Professional Fees      114      12,000      28,626      Management Fees      -      1,000      11,250      Facilities Costs      3,000      1,000      12,000      Registered Fees      -      -      -      Mineral Property Cost      -      -      250      Bank Service Charges      50      150      625             3,594      14,315      69,709                            **Net Profit (Loss) for the Period**      (3,594)      (11,315)      (61,709)
See Accompany Notes

 

 

**Razor Resources Inc.**

**(A Nevada Corporation)**

**Statement of Cash Flows**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

      
          
      
     
**Inception Date of**
 
**Three Months**
**Three Months****February 15,**
 
**Ended**
**Ended****2002 to**
 
**January 31**
**January 31****April 30,**
 
**200****6**
**2005****2006**
**Cash Provided by (Used for)**     
     
     
**Operating Activities**     
     
     
    Net Profit (Loss) For the Period    (3,594)    (11,315)    (61,709)    Changes in non-cash working capital items                   Accounts Receivable    -    (3,000)    -
    Accounts Payable and Accrued Liabilities    2,950    (1,400)    14,050
    Cash used for operating activities    (644)    (15,715)    (47,659)                    **Investing Activities**                                   
**Financing Activities**               
Capital Stock	subscribed    -    -    41,300    Loan from Shareholder    -    -    7,900    Cash provided by financing activities    -    -    49,200
                    **Cash increase (decrease) during the period**    (644)    (15,715)    1,541**Cash, Beginning of Period**    1,541    29,903    -**Cash, End of Period**    897    14,188    1,541
See accompanying notes

 

**Razor Resources Inc.**

**Notes to Financial Statements**

**For the Three Months Ended July 31, 2006**

**(Expressed in U.S. Dollars)**

**(UNAUDITED-Prepared by Management)**

**Note 1.           Business Operations**

**                       **Razor Resources Inc. ("the Company") was incorporated on February26, 2002 under theCompany Act of the State of Nevada, U.S.A, to pursue mineral exploration. Theinception date is February 15, 202. The fiscal year end of the Company is April30.

                       Going Concern

                       These financial statements have been prepared in accordance with generallyaccepted accounting principles in the United States of America applicable to agoing concern which assume that the Company will realize its assets anddischarge its liabilities in the normal course of business. The Company hasincurred losses since inception of $65,303 to July 31, 2006. This factor createsdoubt as to the ability of the Company to continue as a going concern.Realization values may be substantially different from the carrying values assown in these financial statements should the Company be unable to continue as agoing concern. Management is in the process of identifying the sources foradditional financing for working capital and to fund the ongoing development ofthe Company's business, and management proposes to develop plans to continue thebusiness as a going concern.

 

**Note 2.           SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES**

                       (a)   **Basis of Presentation**

**          **            The accompanying financial statements for Razor resources, Inc. have beenprepared in accordance with accounting principles generally accepted in theUnited States of America (USGAAP).  

            `         (b)   **Exploration Stage Company**

                       Razor Resources, Inc. is an exploration stage company as it does not have anestablished commercial deposit and is not in the production stage.

                      (c)**   Use of Estimates       **

                      The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions thateffect the reported amount of assets and liabilities and disclosures ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reported period. Actualresults could materially differ from these estimates. 

                     (d)    **Cash **      

                    Cash consists of funds on deposit with theCompany's Banker.

                     (e)   **Income Taxes**

 Provision		for income taxes are based on taxes payable or refundable for the		current year and deferred taxes on temporary differences between the		amount of taxable income and pretax financial income and between the tax		bases of assets and liabilities and their reported amounts in the		financial statements. Deferred tax assets and liabilities are included		in the financial statements. Deferred tax assets and liabilities are		included in the financial statement at currently enacted income tax		rates applicable to the period in which the deferred tax assets and		liabilities are expected to be realized or settled as prescribed in FASB		Statement No. 109, Accounting for Income Taxes. As changes in tax laws		or rate are enacted, deferred tax assets and liabilities are adjusted		through the provision for income taxes. 

                     (f)   **Compensated Absences**

                    Employees of the corporation are entitled to paid vacations, sick days and othertime off depending on job classification, length of service and other factors.It is impractical to estimate the amount of compensation for future absences,and accordingly, no liability has been recorded in the accompanying financialstatements. The corporation's policy is to recognize the costs of compensatedabsences when paid to employees.

                    (g)    **Net Profit per Share**

                    The Company adopted Statement of Financial Accounting Standards No. 128 thatrequires the reporting of both basic and diluted earnings per share. Basicearnings per share is computed by dividing net income available to commonshareowners by the weighted average number of common shares outstanding for theperiod. Diluted earnings per share reflect the potential dilution that couldoccur if securities or other contacts to issue common stock were exercised orconverted into common stock. In accordance with FASB 128, any anti-dilutiveeffects on net loss per share are excluded.

                    (h)   **Disclosure about fair value of financial instruments**

          	The Company has financial instruments, none of which are held for trading	purposes. The Company estimates that the fair value of all financial	instruments at July 31, 2006 as defined in FASB 107, does not differ	materially form the aggregate carrying values of its financial instruments	recorded in the accompanying balance sheet.

The estimated fair value amounts have been determined by the	Company using available market information and appropriate valuation	methodologies. Considerable judgment is required in interpreting market data	to develop the estimates of fair value, and accordingly, the estimates are	not necessarily indicative of the amounts that the Company could realize in	a current market exchange.

           	(i)    **Concentration of credit risk**

**           **Financial instruments that potentially subject the Company to a	significant concentration of credit risk consist primarily of cash and cash	equivalents which are not collateralized. The Company limits its exposure to	credit loss by placing its cash and cash equivalents with high credit	quality financial institutions.

           	(j)    **Mineral property acquisition costs and deferred	exploration expenditures**

**           **Mineral property acquisition costs are expensed. Exploration costs and	mine development costs to be incurred, including those to be incurred in	advance of commercial production and those incurred to expand capacity of	proposed mines, are expensed as incurred while the Company is in the	exploration stage. Mine development costs to be incurred to maintain	production will be expensed as incurred. Depletion and amortization expense	related to capitalization mineral properties and mine development costs will	be computed using the units-of-production method based on proved and	probable reserves.

           	a.    US GAPP requires that whenever events or changes in	circumstances indicate that the carrying amount may not be recoverable, the	entity shall estimate the future cash flows expected to result from the use	of the assets and its eventual disposition. If the sum of the discounted	future cash flows is less than the carrying amount of the asset, an	impairment loss (difference between the carrying amount and fair value)	should be recognized as a component of income from continuing operations	before income taxes.

           	b.    Where properties are disposed of, the sale proceeds	are, firstly, applied as a recovery of mineral property acquisition costs,	and secondly, as a gain or loss recorded in current operations.

     

**Note 3:**         **INCOME TAXES**

                     The Company has losses that total $65,303 for income tax purposes that may becarried forward to be applied against future taxable income. The benefit of apotential reduction in future income taxes has not been recorded as an asset atJuly 31, 2006 as it is reduced to nil by a valuation allowance, due touncertainty of the application of losses.

                      The income tax effect of temporary differences comprising the deferred taxassets and deferred tax liability on the accompanying balance sheets as at July31, 2006 is a result of the following:

                                                           Deferred tax assets                                        $        65,303

                                                           Valuation allowance                                       $     (65,303)

                                                           Net deferred tax assets                                  $           - 

A reconciliation between the statutory federal income tax rateand the effective income rate of income tax expense for the fiscal period endedJuly 31, 2006 and 2005 is as follows:                                                                                                                           2006

                                                           Statutory federal income tax rate                        -34.0%

                                                           Valuation allowance                                            34.0%

                                                            Effective income tax rate                                       0.0%

 

**NOTE 4:  **      **FINANCIAL INSTRUMENTS**

**                       **The Company's financial instruments consist of cash and accounts payable andaccrued. It is management's opinion that the Company is not exposed tosignificant interest, currency or credit risks arising from the financialinstruments. The fair value of these financial statements approximates theircarrying values.

**NOTE 5:        PENSION ANDEMPLOYMENT LIABILITIES**

**                       **The Company does not have liabilities as at July 31, 2006, for pension,post-employment benefits or post-retirement benefits. The Company does not havea pension plan.

**NOTE 6:        PURCHASEAND SALE AGREEMENT**

**                       **On April 11, 2005, the Company acquired, on an arms length basis, fromRaymond Wei Min Xu, a 100% interest in a 1223 acre mineral claim referred to as"Mahatta", in the Nanaimo Mining Division, southwest of Port Alice, BritishColumbia, Canada, with "Tenure" 510120 and the expiry date of April 3, 2006. Thevalue is $250 and the consideration was 250,000 common shares, from treasury, ata price of $0.001 per share for total consideration of $250. The expiry date isthe deadline for the claim renewal each year. Razor Resources must renew theirMahatta Property claim by April 3 of each year in order to maintain the claim.If the claim is not renewed by April 3, Razor would lose their claim on theproperty. According to the Mineral Tenure Act of British Columbia, a mineralclaim may be held for one year and thereafter from year to year. In order tomaintain a mineral lease the holder of the lease must, on or before theanniversary date, spend CAN$100, or approximately $84 USD, each year per unitleased during the fist three 1 year terms; and CAN$200, or approximately $168USD, each year per unit for subsequent 1 year terms. The required expenditurescan be in the form of expenditures can be in the form of expenditures onexploration or can be in the form of a direct payment to the Province of BritishColumbia. If in any year, the required exploration work expenditures is notcompleted and filed with the Province prior to the lease expiry date, or if apayment is not made to the Province of British Columbia in lieu of the requiredwork prior to the lease expiry date, the mineral claims will lapse. A maximum often years of work credit may be filed on a claim.

Razor's Mahatta Property is one mineral lease each consisting of24 units. The Mahatta lease expires on April 3, 2006. The extension of the leasefor another 1 year period therefore requires an expenditure of CAN$2400 orapproximately $2016 USD for exploration work, plus a payment of a recording feefor each claim, or a direct payment of the same amount to the Province ofBritish Columbia. After 3 years, the required expenditure will be CAN$4800 or$4032 USD for exploration work, plus a payment of a recording fee for eachclaim, or a direct payment of the same amount to the Province of BritishColumbia.

The Tenure number is the number assigned by the British ColumbiaGovernment to the claim once it has been staked and recorded in the correct wasto secure the mineral rights for the entity staking and recording the claim. 

                                                                                                                                                                                                                            

Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations

 

The followingdiscussion and analysis provides information which management of Razor ResourcesInc. (the "Company") believes to be relevant to an assessment and understandingof the Company's results of operations and financial condition. This discussionshould be read together with the Company's financial statements and the notes tofinancial statements, which are included in this report.

*Caution aboutForward-Looking Statements*

This management's discussion andanalysis or plan of operation should be read in conjunction with the financialstatements and notes thereto of the Company for the quarter ended January 31,2006. Because of the nature of a relatively new and growing company the reportedresults will not necessarily reflect the future.

This section includes a number offorward-looking statements that reflect our current views with respect to futureevents and financial performance. Forward-looking statements are oftenidentified by words like: believe, expect, estimate, anticipate, intend, projectand similar expressions, or words which, by their nature, refer to futureevents. You should not place undue certainty on these forward-lookingstatements, which apply only as of the date of this prospectus. Theseforward-looking statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from historical results or ourpredictions.

*Overview*

Razor Resources Inc. ("Razor") intends to be in the business ofmineral property exploration. Razor is an exploration stage company engaged inthe acquisition of mineral claims and exploration of our mineral property. Todate, we have not conducted any exploration on our sole mineral property assetknown as the Mahatta property located southwest of Port Alice, British Columbiaon Vancouver Island. On April 11, 2005, Razor acquired outright, a 100% interestin the property for a purchase price of $250 consisting of the issuance of250,000 shares of Razor common stock at a deemed issuance price of $0.001 (basedupon the par value of our common stock). Activities to date have consistedsolely of the staking of mining claims. Razor did not engage in any otherbusiness activities since inception. Seeking out a suitable property was ouronly business activity since inception, culminating in the acquisition of theMahatta property on April 11, 2005.  
Results of Operations 
Razor has not generated any revenues for the quarter ended July 31, 2006.

Operating expenses  include filing fees, management fees, and facilitycost for the three month periodended July 31, 2006.

The Company experienced general and administration expenses of$3,594.00 for the quarter ended July 31st, 2006. In the same period of 2005, the Company experienced generaland administrative expenses of only $14,315.00 . The decrease in general andadministration expenses this year is attributed to the decrease in fees paidfor professional services.

For the quarter ended July 31st, 2006, the company experienced a net loss of $3,594.00.
Liquidity and Capital Resources 
During the three month periodended July 31st, 2006, the Company satisfied its working capital needs by usingcash generated from operations and equity from shareholder's initial seedfinancing. As of July 31st, 2006, the Company has cash on hand in the amountof $897.00. Management does not expect that the current level of cash on handwill be sufficient to fund our operation for the next twelve month period. Inthe event that additional funds are required to maintain operations, ourofficers and directors have agreed to advance us sufficient capital to allow usto continue operations. We may also be able to obtain loans from ourshareholders, but there are no agreements or understandings in place currently. 
We believe that we will require additional funding to expand our business andensure its future profitability. We anticipate that any additional funding willbe in the form of equity financing from the sale of our common stock. However,we do not have any agreements in place for any future equity financing. In theevent we are not successful in selling our common stock, we may also seek toobtain short-term loans from our director.  
 

Item 3. Controls andProcedures

(a)      Evaluationof Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the ExchangeAct is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicatedto management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated theeffectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timelyfashion to all material information required to be included in our periodic filings with the Commission.

(b)      Changesin Internal Controls.

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) thatoccurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internalcontrols over financial reporting.

 

PART II: OTHER INFORMATION

Items 1, 2, 3, 4 , and 5 are inapplicable.

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

       31.1 Certification  of Chief  Executive  Officer and Chief Financial Officer  of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

         32.1Certification of Chief Financial Officer and Chief Executive Officer of pursuantof Section 1350.

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized. March 1, 2006
 
September 13, 2006/s/ "Bing Wong" Mr. Bing Wong, PresidentSeptember 13, 2006/s/ "Rong Xin Yang" Mr. Rong Xin Yang, Principal Financial Officer   

**