**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 January 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 Ave., Vancouver, British Columbia, CanadaV5Z 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 January 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 December 31, 2005 (Unaudited)..................................................................................................................4

> 
      Statement of Operations for three months endedDecember 31, 2005 (Unaudited)................................................................................................................................................................................................5

       Statement of CashFlows for three months endedDecember 31, 2005 (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**

**January 31, 2006**

**(With Comparative Figures at April 30, 2005)**

**(Expressed in US Dollars)**

 

** **October 31****April 30** **2005****2005** **(Unaudited) Prepared by Management****(Audited)**
**ASSETS****Current Assets**  
Cash
			$ 662$			29,903**TOTAL CURRENT ASSETS**			662			29,903**TOTAL			ASSETS****$			662****$			29,903**   
**LIABILITIES & STOCKHOLDERS' EQUITY****Current Liabilities**  
Accounts Payable and Accrued 
			$    -			$ 2,800**TOTAL CURRENT LIABILITIES**			-			 2,800**Long Term Liability**  			Loan From Shareholder
$ 1,000
-**LONG TERM LIABILITIES**
$ 1,000
-   
**SHAREHOLDER'S EQUITY**Capital Stock  			Authorized:  			70,000,000 common shares at $0.001 par value  			Issued and fully paid  			5,363,000 common shares at par value			5,363			5,363			Additional paid in capital			35,937			35,937			Deficit, accumulated during the exploration stage			(41,638)			(14,197)**TOTAL STOCKHOLDERS' EQUITY****(338)****27,103****TOTAL LIABILITIES & STOCKHOLDERS' EQUITY****$662****$29,903**   **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**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

    

 
       
       
       
**Inception**
 
       
       
       
**Date of**
 
**Three Months**
**Three Months**
**Nine Months**
**February 15,**
 
**Ended**
**Ended**
**Ended**
**2002 to**
 
**January 31**
**January 31**
**January 31**
**April 30**       **2006****2005****2006****2005**                                   **Revenues**                                  Consulting Income      -      -      $ 8,000      -                                   
        
       
       
       
**General and Administrative      Expenses**
       
       
       
             Filing Fees      100      -      1,015      574      Auditing Fees      -      -      1,545      6,120      Professional Fees      -      -      28,626      -      Management Fees      -      -      2,000      6,750      Facilities Costs      -      -      2,000      -      Registered Fees      -      -      -      150      Mineral Property Costs      -      -      -      250      Bank Service Charges      43      19      225      353             143      19      35,441      14,197                                   
**Net Profit (Loss) for the Period**      (143)      (19)      (27,441)      (14,197)
 
       
       
       
 
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****Nine Months****February 15,**
 
**Ended****Ended****Ended****2002 to**
 
**January 31****January 31****January 31****January 31**
 
**200****6**
**2005****2006****2006**
**Cash Provided by (Used for)**
     
     
     
     
**Operating Activities**
     
     
     
     
    Net Profit (Loss) For the Period    (143)    (19)    (27,441)    (41,638)    Changes in non-cash working capital items                    
		Accounts Receivable    -    -    -    -
    Accounts Payable and Accrued Liabilities    -    -    (2,800)    -
**Cash used for operating activities**    (143)    (19)    (30,241)    (41,638)                         **Investing Activities**                    
                         
**Financing Activities**                    
    Capital Stock subscribed     -    5,000    -    41,300        Loan from Shareholder    -    -    1,000    1,000
**Cash provided by financing activities**    -    5,000    1,000    42,300
                         
    Cash increase (decrease) during the period    (143)    4,981    (29,241)    662
    Cash, beginning of period    805    937    29,903    -                         
    Cash, end of period     662    5,918    662    662
See accompanying notes

 

**RAZOR RESOURCES INC.**

**Notes to Financial Statements**

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

**(UNAUDITED)**

**Note 1.           ORGANIZATION AND NATURE OF BUSINESS**

Razor Resources Inc. ("the Company") was incorporated on February 26,2001 under the Company Act of the State of Nevada, U.S.A., to pursue mineralexploration. The inceptiondate of the Company is February 15, 2002. The fiscal year end of the Company isApril 30.

                       **Going Concern**

These financial statements have been prepared in accordance with generallyaccepted accounting principals 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 $41,638 to January 31, 2006. This factorcreates substantial doubt as to the ability of the Company to continue as agoing concern. Realization values may be substantially different from thecarrying values as shown in these financial statements should the Company beunable to continue as a going concern. Management is in the process ofidentifying sources for additional financing for working capital and to fund theongoing development of the Company's business, and management proposes todevelop plans to continue the business as a going concern.

 

**Note 2.           SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES**

    (a)    **Basis of presentation**

**          ** Theaccompanying financial statements of Razor Resources, Inc. have been prepared inaccordance with accounting principles generally accepted in the United States ofAmerica (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**          

            Thepreparation of financial statements in conformity with USGAAP requiresmanagement to make estimates and assumption that affect the reported amounts ofassets and liabilities and disclosure of contingent assets and liabilities atthe dates of the financial statements and the reported amounts of revenues andexpenses during the reporting periods. Actual results could differ from thoseestimates.   

    (d)    **Cash **      

           Cash consists of funds on deposit with the company's banker.

   (e)    **Income Taxes**

            Provisionsfor income taxes are based on taxes payable or refundable for the current yearand deferred taxes on temporary differences between the amount of taxable incomeand pretax financial income and between the tax bases of assets and liabilitiesand their reported amounts in the financial statements. Deferred tax assets andliabilities are included in the financial statement at currently enacted incometax rates applicable to the period in which the deferred tax assets andliabilities are expected to be realized or settled as prescribed in FASBStatement No. 109, Accounting for Income Taxes. As changes in tax laws or rateare enacted, deferred tax assets and liabilities are adjusted through theprovision for income taxes. 

     (f)    **Net profit per share**

             TheCompany 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 the 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.              

    (g)     **Disclosure about fair value offinancial instruments**

             TheCompany has financial instruments, none of which are held for trading proposes.The Company estimates that the fair value of all financial instruments atJanuary 31, 2006 as defined in FASB 107, does not differ materially from theaggregate carrying values of its financial instruments recorded in theaccompanying balance sheet. 

             Theestimated fair value amounts have been determined by the Company using availablemarket information and appropriate valuation methodologies.  Considerablejudgment is required in interpreting market data to develop the estimates offair value, and accordingly, the estimates are not necessarily indicative of theamounts that the Company could realize in a current market exchange.    

    (h)    **Concentration of credit risk**

            Financialinstruments that potentially subject the Company to a significant concentrationof credit risk consist primarily of cash which is not collateralized.  

     (i)    **Mineral property acquisitioncosts and deferred exploration expenditures**

**          ** InApril 2004, the Financial Accounting Standards Board ("FASB") ratified EmergingIssues Task Force ("EITF") Issue No. 04-2, which amends Statement of FinancialAccounting Standards ("SFAS") NO. 141 to the extent all mineral rights are to beconsidered tangible assets for accounting purposes. The accounting policyrelated to mineral has been revised as follows:

            Mineralproperties consist of exploration and mining concessions, options and contracts.Acquisition and leasehold cost and exploration costs are capitalized anddeferred until such time as the property is put into the production or theproperties are disposed of either through sale or abandonment. These costs areevaluated at the end of each reporting period for indication of impairment. Ifput into production, the costs of acquisition and exploration will bedepreciated over the life of the property, based on estimated economic reserves.Proceeds received from the sale in any interest in property will first becredited against the carrying value of the property, with any excess included inoperation for the period. If a property is abandoned, the property and thedeferred exploration costs will be written off to operations.

    (j)    **Comprehensive income**

            The Companyhas no items that represent other comprehensive income.

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

                     The Company has losses that total $41,638 for income tax purposes that maybecarried forward to be applied against future taxable income. The benefit of apotential reduction in future income taxes has not been recorded as an asset atJanuary 31, 2006 as it is reduced to nil by the valuation allowance, due touncertainty of the application of losses. The income tax effect of temporarydifferences compromising the deferred tax assets and deferred tax liabilities onthe accompanying balance sheets is a result of the following:          
 
January 31, 2006Deferred Tax Assets$ 14,108Valuation Allowance$ 14,108Net Deferred Tax Assets$ 0
A reconciliation between the statutory income tax rate and the effectiveincome rate of income tax expense for the years ended January 31, 2006 is asfollows: 
 January 31, 2006Statutory Federal Income Tax Rate34%Valuation Allowance(34%)Effective Income Tax Rate0.0%
 

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

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

 

**NOTE 5:        PENSION AND EMPLOYMENT LIABILITIES**

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

**NOTE 6:        PURCHASE AND SALE AGREEMENT**

                       On April 11, 2005, the Company acquired, on arm's length basis, from Raymond WeiMin Xu, a 100% interest in a mineral claim referred to as "Mahatta", in theNanaimo Mining Division, southwest of Port Alice, British Columbia, Canada, with"Tenure" 510120 and the expiry date of April 3, 2006. The value is $250 and theconsideration was 250,000 common shares, from treasury, at a price of $ 0.001pershare for total consideration of $250. This cost is to be capitalized inaccordance with EITF 04-2, however, there is no present value and thereforeimpairment of this cost is charged to the statement of income. 

**NOTE 7:        RELATEDPARTY TRANSACTIONS**

**                       **Mr. Bing Wong, President, Director and Shareholder loaned the Company$1000.00 which bears no interest, is unsecured, and with no specific paymentdate.

**NOTE 8:        RECENTACCOUNTING PRONOUNCEMENTS**

                       In December of 2004, FASB issued SFAS No. 153, "Exchange of Nonmonetary Assets-An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,"Accounting for Nonmonetary Transactions", is based on the principal thatexchanges of nonmonetary assets should be measured based on the fair value ofassets exchanged. The guidance in that Opinion , however, included certainexpectations to that principal. SFAS No. 153 amends Opinion No. 29 to eliminatethe expectation for nonmonetary exchanges of similar productive assets andreplaces it with a general exception for exchanges of nonmonetary assets that donot have commercial substance. A nonmonetary exchange has commercial substanceif the future cash flows of the entity are expected to change significantly as aresult of the exchange. The provisions of SFAS No. 153 are effective fornonmonetary asset exchanges occurring in fiscal periods beginning after June 15,2005. Early application is permitted and companies must apply the standardprospectively. The adoption of this standard is not expected to have a materialeffect on the Company's results of operations or financial position.  

                                                                                                                                                                                                                            

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 January 31, 2006.

Operating expenses only include filing fees for the three month periodended January 31, 2006.

The Companyexperienced general and administration expenses of $143.00 for the quarter endedJanuary 31st, 2006. In the same period of 2005, the Company experienced generaland administrative expenses of only $19.00 . The increase in general andadministration expenses this year is attributed to the increase in fees paidfiling services.

For the quarter endedJanuary 31st, 2006, the company experienced a net loss of $143.00.
Liquidity and Capital Resources 
During the three month periodended January 31st, 2006, the Company satisfied its working capital needs byusing cash generated from operations and equity from shareholder's initial seedfinancing. As of January 31st, 2006, the Company has cash on hand in the amountof $662.00. 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
 
March 1, 2006/s/ "Bong Wong" Mr. Bing Wong, PresidentMarch 1, 2006/s/ "Rong Xin Yang" Mr. Rong Xin Yang, Principal Financial Officer   

**