Mail Stop 6010
August 26, 2005
Via Mail and Facsimile to 604.228.9528
Bing Wong
President/ Director
Razor Resources Inc.
P.O. Box 27581, 650 41st Avenue West
Vancouver, British Columbia
Canada V5Z 4M4
Re: Razor Resources Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed August 3, 2005
File No. 333-126801
Dear Mr. Wong:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form SB-2
1. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus.
Summary, page 6
2. Please revise this section to present the disclosure in a more
balanced manner. For example, disclose that your auditors have
expressed a going concern opinion and that you will need to raise
additional funds. Also, briefly discuss the last two risk factors
on
page 8.
3. Please disclose how the selling shareholders received their
shares. Also, disclose that you are registering for resale all of
the shares that your officers and directors currently hold and
quantify their cost per share.
Summary Financial Information, page 7
4. Presentation of Summary Financial Information is voluntary in
small business filings. If you retain this data in any updated
filing
please expand to also present information for most recently
completed
interim period presented in the filing.
Risk Factors, page 7
General
5. Please include, under appropriate heading, a discussion of the
risks to new investors associated with the fact that your officers
and directors may resell all of the shares they now hold.
6. Please add a risk factor that highlights the amount paid per
share
by your officers and directors compared to the price at which
their
shares are being registered for resale.
7. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in this risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your
management
may not be fully aware of many of the specific requirements
related
to working within this industry. Their decisions and choices may
not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use. Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.
If we do not obtain additional financing, our business will fail,
page 7
8. Please indicate the amount of cash available to the company as
of
the most recent practicable date.
9. Please provide support for your belief that you have sufficient
funds to conduct the three phases of your exploration program.
10. The statement about sufficient funds conflicts with your
disclosure in the fourth paragraph on page 33 that you may be
unable
to raise sufficient funding to fund the second phase of the
exploration program.
Because of the inherent dangers involved in mineral exploration,
page
9
11. Please tell us whether you have obtained insurance against any
of
the potential liabilities described.
Because our directors own .... Minority shareholders, page 10
12. Please separately disclose the ownership percentages of your
three directors.
Because our president has other business interests, page 10
13. We note the disclosure on page 18 that Rong Xin Yang is
involved
in the business activities of another company. If he is not
expected
to devote his full time and attention to your company, please
expand
your risk factor disclosure to discuss the risks that this
presents
to your investors.
14. Please clarify whether you have written employment agreements
with your key employees.
15. Please add a risk factor to highlight, if applicable, your
dependence on your other key employees and whether you need to
hire
additional key employees. For example, do you have a principal
financial officer, controller or principal accounting officer?
If a market for our common stock does not develop ... shares, page
10
16. Please describe the difficulties in finding a market maker for
your common stock.
17. Please revise to disclose that shares are quoted on the OTCBB,
not listed.
Determination of Offering Price, page 12
18. Please explain in greater detail how you determined the
offering
price of $0.10 per share. We note your disclosure that you
determined the offering price based on the price of the last sale
of
your common stock to investors. However, we note your disclosure
on
page 49 that the last sale of your common stock was to Raymond Wei
Ming Xu at $0.001 per share.
Selling Stockholders, page 12
19. We note that the registration statement covers the resale of
common shares that are being offered by officers and directors in
large amounts. Generally, we view resale transactions by related
parties as an offering "by or on behalf of the issuer" for
purposes
of Rule 415(a)(4) of Regulation C. Please revise the prospectus
to
disclose that these parties will conduct their offering at the
fixed
price for the duration of the offering and are underwriters of the
offering.
20. Please disclose, if applicable, any family relationships
between
the officers and directors and any of the remaining selling
shareholders listed in the table.
21. Please clarify the carryover sentence at the bottom of page 15
that none of the selling shareholders will sell shares not being
offered in this prospectus. It appears that all of your issued
and
outstanding shares are being offered in this prospectus.
Plan of Distribution, page 16
22. Please revise to describe the types of transactions by which
the
selling shareholders may sell their common stock.
23. Please expand the disclosure to discuss Regulation M.
Security Ownership of Certain Beneficial Owners and Management,
page
19
24. It appears that Mr. Raymond Wei Ming Yu beneficial owns more
than
5% of your outstanding common stock and should be included in your
beneficial ownership table. Please revise or advise.
Common Stock, page 20
25. Please revise the disclosure to disclose the date and update
to
the extent practical, such as the number of stockholders.
Description of Business, page 22
26. Please expand the appropriate section to discuss Item
101(b)(4)
of Regulation S-B.
In General, page 22
27. Please include a description of your business activities over
the
course of the four years from the date of your incorporation to
the
date that the Mahatta property was purchased. If no significant
business activity occurred during this time, please state so
clearly.
28. Please tell us the status of your plans to acquire additional
properties. Also, add a risk factor to discuss the related risks
to
the extent applicable.
29. Please revise the third paragraph on page 22 to quantify, if
practical, the "substantial funds" that will be required for
further
drilling and engineering studies to be conducted before you will
know
whether you have a commercially viable mineral deposit. Please
also
disclose how you intend to fund these endeavors. Finally,
disclose
here, as you have on page 8, that in all probability, the Mahatta
property contains no such reserves and that funds spent on
exploration will be lost.
30. For the property, provide the disclosures required by Industry
Guide 7 (b). In particular, provide:
* The location, means of access to the property, and
transportation
from the property.
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A description of any work completed on the property and its`
present condition.
* The current state of exploration of the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
31. Insert a small-scale map showing the location and access to
the
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these maps in any future amendments that are
uploaded
to EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if addition
assistance is required, please call Filer Support at 202-942-8900.
Otherwise, provide the map to the staff for review.
Glossary and Terms, page 22
32. Please expand this section to explain technical terms used
throughout your document, such as "geodiscal nature" and the terms
mentioned in the first full sentence on page 29. Also, it
appears
that the glossary presently refers to terms that are not to the
Mahatta claim. Please revise.
Description, Location and Access, page 24
33. Please revise the third paragraph of this section to explain
the
significance of the fact that your mineral claim is "unpatented."
34. Please describe the proximity of the Klaskino Inlet to your
property and discuss the impact to your operations of the fact
that
the inlet is used extensively for recreational pursuits. We refer
you to your disclosure in the penultimate paragraph on page 24.
Iron Formation Related Deposits, page 27
35. The filing refers to mines and other mineral properties that
exist in the area of the company`s property. This may allow
investors to infer that the property may have commercial
mineralization, because of its proximity to these mines and
properties. Remove information about mines, prospects, or
companies
operating in or near to the property. Focus the disclosure on the
company`s property.
Regional Geophysics and Geochemistry, page 28
36. Please expand your disclosure to discuss the significance of
the
fact that the sample density is only a "positive indicator" and
not a
"definitive indicator." We refer you to your disclosure on page
29.
Conclusions, page 30
37. Please reconcile the conclusion in the report of Mr. Timmins
that
the Mahatta claim has the potential the host "significant amounts
of
mineralization and intensive exploration of the property is
warranted" with the following statements in the prospectus:
* "The likelihood of our mineral claims containing economic
mineralization or reserves is extremely remote," page 8;
* "In all probability, the Mahatta property does not contain any
reserves and funds that we spend on exploration will be lost,"
page
8;
* "The Mahatta property does not contain any known bodies of
mineralization," page 9; and
* It is "doubtful" that you will enter into commercial production
on
the Mahatta property," page 33.
38. Please disclose when you commissioned Mr. Timmins to prepare
the
report.
39. The consent of Mr. Timmins filed as an exhibit should concur
with
the summary of information in the report disclosed.
Proposed Budget, page 30
40. Expand to disclose the bases for the estimated costs of the
three
phase initial program. Also, disclose why you believe the budgeted
amounts are reasonable.
41. We note the reference to a two phase program. However, the
disclosure refers to budgets for Phases I, II and III. Please
revise.
42. Please clarify the steps to be taken during the three phases,
such as "assays," "geochem and detailed geology sampling" and
"Follow-up trenching."
43. Please discuss the factors that you would consider in
determining
whether to proceed with each phase as well as after the three
phases
are completed.
Compliance with Government Regulation, page 31
44. Please provide an estimate of the reclamation and
environmental
mediation costs associated with exploration and development work
undertaken through the currently planned programs.
Reports to Security Holders, page 32
45. Please disclose the new address of the Commission.
Plan of Operations, page 33
46. Please briefly describe the management fees.
47. Please revise to provide the information regarding off-balance
sheet arrangements required by Item 303(c) of Regulation S-B.
48. Please discuss the reasons why you are incurring costs
estimated
at $7,000 (page 16) to register shares for sale which will produce
no
additional funding for you. Clarify why you are incurring this
cost
when you have limited funding and your business may not be able to
continue.
Description of Property, page 34
49. Please briefly discuss the phrase "mineral claim."
Certain Relationships and Related Party Transactions, page 34
50. Please describe the material terms of the land purchase
agreement
with Raymond Wei Ming Xu. For guidance, refer to Item 404(a) of
Regulation S-B.
51. Please disclose whether the terms of the transaction with
Raymond
Wei Ming Xu were as fair to you as could have been made with an
unaffiliated party.
Rule 144 Shares, page 34
52. Please tell us how you determined the reference to September
8,
2005 and the holdings of affiliates in the last sentence of this
section.
Financial Statements
53. Please update the filing when required by Item 310(g) of
Regulation S-B.
Report of Independent Registered Public Accounting Firm, page 37
54. We see your audit report refers to statements of "retained
earnings (deficit)" in the first paragraph, but these statements
are
not presented. Please either present these statements or revise
the
audit report.
55. Please expand the audit report to also address the cumulative
disclosures provided under SFAS 7.
Statements of Operations, page 39
56. The measure of cumulative earnings (loss) per share is not
meaningful. Please delete that measure.
57. Please revise the title of the cumulative column to state the
exact inception date. Make the same change to the statements of
cash
flows and the statements of stockholders` equity. Clarify whether
the inception date is in 2001 or 2002. On page 6 you indicate that
the inception date is February 26, 2001. The financial statements
indicate that the inception date was in 2002.
Notes to the Financial Statements
Note 1 Organization and Nature of Business, page 42
(b) Going Concern, page 42
58. Please expand to provide a reasonably detailed discussion of
management`s plan to continue the business as a going concern.
Refer
to Section 607.2 to the Codification of Financial Reporting
Releases.
Also refer to AU Section 341. Please also expand the plan of
operations to make prominent disclosure about the going concern
issue, including detailed disclosure about management`s plan to
continue the business as a going concern.
Note 8 Purchase and Sale Agreement, page 45
59. Please clarify the size of the property in acres or square
miles.
Also, clarify what is meant by the "expiry date" of April 3, 2006.
Similarly revise the table on page 24.
Exhibit 5.0
60. We note the opinion speaks as of the date of the opinion and
no
obligation to update the opinion. Please either file a revised
opinion that omits that statement or file a revised opinion dated
as
of the anticipated effective date of the registration statement as
an
exhibit to a final pre-effective amendment to your registration
statement.
61. The first sentence of the last paragraph implies that
shareholders are not entitled to rely on the opinion. Please
remove
this disclaimer.
Consent of Independent Registered Public Accounting Firm - Exhibit
23
62. We see you have not presented a currently dated consent in the
filing, as required by Item 601(b)(23) of Regulation S-B. Please
present a new consent in any amendment.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jeanne Bennett at (202) 551-3606 or Gary
Todd
at (202) 551-3605 if you have questions regarding comments on the
financial statements and related matters. Please contact Adelaja
Heyliger at (202) 551-3636 or me at (202) 551-3602 with any other
questions.
Sincerely,
Thomas A. Jones
Senior Attorney
Bing Wong
Razor Resources Inc.
August 26, 2005
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