10-Q 1 razor10qjan31.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended January 31, 2014 or

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission File Number 000-51973

 

RAZOR RESOURCES INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada N/A

 

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

8-5-128 Jichexiaoqu, Chanchun, Jilin, China

 

(Address of principal executive offices) (Zip Code)

 

949-419-6588

 

(Registrant's telephone number, including area code)

 

N/A (Former name, former address and former fiscal year, if changed since last report)

 

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. | [X] YES [ ] NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (Section229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

 

[ ] YES [X] NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 101,305,000 common shares issued and outstanding as of March 10, 2014

 

 

 

PART I - FINANCIAL INFORMATION

 

 

Razor Resources Inc.
(A Development Stage Company)
Balance Sheet
		As at
		Jan 31 2014		April 30 2013
ASSETS
Cash		-		-
Property, Plant and Equipment		-		-
Investment in Subsidiary		-		-
TOTAL ASSETS		-		-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank indebtedness		-		-
Accounts payable and accrued		157,216		155,949
TOTAL CURRENT LIABILITIES		157,216		155,949
Long Term Liability
Due to Subsidiary		429,012		429,012
Loan from Catalyst Capital		119,140		119,140
Loan from Shareholder and Director		441,196		441,196
TOTAL LIABILITIES		1,146,564		1,145,297
Stockholders' Deficit
Capital Stock
Authorized:
1,050,000,000 common shares at $0.001 par value
75,000,000 preferred shares at $0.001 par value
Issued and fully paid
101,305,000 common shares at par value of $0.001 per share		7,637		7,637
Additional paid in capital		853,652		853,652
Accumulated other comprehensive loss		-		-
Prior period adjustment		(302,567)		(302,567)
Deficit, accumulated during the exploration stage		(1,705,284)		(1,704,018)
TOTAL STOCKHOLDERS' Deficit		(1,146,563)		(1,145,297)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$                     -		-
See Accompanying Notes to Financial Statements     Razor Resources Inc.
(A Development Stage Company)
Statement of Operations
								February 15,
	Three Months Ended				Nine Months Ended			2002 to:
	Jan 31 2014		Jan 31 2013		Jan 31 2014		Jan 31 2013	Jan 31 2014
Revenues
Consulting Income	-		-		-		-	8,000
General and Administration Expenses
Rent	-		-		-		-	-
Investor Relations and Promotion	-		-		-		-	13,960
Automobile Expense	-		-		-		-	4,675
Filing Fees	-		-		-		4,675	12,606
Professional Fees	-		5,000		1,267		14,465	419,490
Management Fees	-		-		-		-	22,521
Bank Service Charges	-		-		-		-	2,439
Facilities Costs	-		-		-		-	26,405
Office Costs	-		-		-		-	48,375
Travel Costs	-		-		-		-	98,424
Meals and Entertainment	-		-		-		-	435
Registered Fees	-		-		-		-	250
Mineral Property Cost	-		-		-		-	2,500
Amortization	-		-		-		-	1,248
Equity Pickup from Investment in Subsidiary	-		-		-		-	151,074
	-		5,000		1,267		19,140	804,402
Loss on Sale of Assets	-		-		-		34,557	34,557
Net Income (Loss) from Consolidation Reporting								838,959
Net Income (Loss) for the Period	-		(5,000)		(1,267)		(53,697)	(1,705,284)
Net Income (Loss) Per Share	(0.0000)		(0.0000)		(0.0000)		(0.0005)	(0.0168)
Basic and Diluted Loss per Share	(0.0000)		(0.0000)		(0.0000)		(0.0005)	(0.0168)
Weighted Average Number of Shares Outstanding	101,305,000		101,305,000		101,305,000		101,305,000	101,305,000

 

 

See Accompanying Notes to Financial Statements

 

 

Razor Resources Inc.
(A Development Stage Company)
Statement of Cash Flow
					February 15,
	Three Months Ended		Nine Months Ended		2002 to:
	Jan 31 2014	Jan 31 2013	Jan 31 2014	Jan 31 2013	Jan 31 2014
Cash Provided by (Used for) Operating Activities
Net Loss for the period	-	(5,000)	(1,267)	(53,697)	(1,705,284)
Changes in non-cash working capital items
Accounts Payable and Accrued Liabilities	-	5,000	1,267	(103,730)	118,307
Equity Pickup from Investment in Subsidiary	-	-	-	-	151,074
Amortization	-	-	-	-	1,248
	-	-	-	(157,427)	(1,434,655)
Investing Activities
Investment in Subsidiary	-	-	-	-	(968,400)
Investment in Oil Well #6	-	-	-	-	(1,680)
Write off of Investment	-	-	-	1,680	1,680
Purchase of Equipment	-	-	-	-	(34,126)
Sale of Equipment	-	-	-	32,877	32,877
	-	-	-	34,557	(969,649)
Financing Activities
(Repayments) Advances to/from Subsidiary	-	-	-	-	429,012
Capital stock subscribed	-	-	-	-	76,800
Loan from Catalyst Capital	-	-	-	14,140	14,140
Additional Paid up Capital	-	-	-	-	463,831
Loan from Shareholder	-	-	-	-	441,205
	-	-	-	14,140	1,424,988
Cash Flow from Consolidation Reporting					(979,316)
Cash increase (decrease) during the period	-	-	-	(108,730)	(979,316)
Cash (Bank indebtedness), Beginning of period	-	-	-	108,730	-
Cash (Bank indebtedness), End of period	-	-	-	-	-
Cash (Bank indebtedness) on Balance Sheet	-		-		-
Supplementary Information
Income Taxes Paid	-	-	-	-	-
Interest Paid	-	-	-	-	-

 

See Accompanying Notes to Financial Statements

 

Accompanying Notes to Financial Statements

 

RAZOR RESOURCES INC.

(a Nevada Corporation)

Notes to Consolidated Financial Statements

January 31, 2014 (Unaudited)

(Expressed in U.S. Dollars)

 

 

Note 1. BUSINESS OPERATIONS

 

Razor Resources Inc. (the “Company”) was incorporated on February 23, 2001 under the Company Act of the State of Nevada, U.S.A., to pursue mineral exploration. The inception date is February 15, 2002 and the fiscal year end of the Company is April 30.

 

On February 9, 2010, the Company entered into a share exchange agreement with Compania Minera Cerros Del Sur, S.A. (“Compania Minera”), a Honduran corporation, and a shareholder of Compania Minera. The closing of the transactions contemplated in the share exchange agreement and the acquisition of 99% of the issued and outstanding common stock in the capital of Compania Minera occurred on February 9, 2010. In accordance with the closing of the share exchange agreement, the Company issued 35,500,000 shares of its common stock to a former stockholder of Compania Minera in exchange for the acquisition, by the Company, of 99% of the issued and outstanding shares of Compania Minera. Also, pursuant to the terms of the share exchange agreement, certain stockholders of the Company cancelled 34,000,000 restricted shares of the Company’s common stock.

 

Compania Minera was organized on October 2, 1975 and recorded in the Honduran commerce register under number 1091-275, as a variable equity – Limited Liability Company for an undefined period of time, in accordance with Honduran law. On August 12, 2004, Compania Minera became into a variable equity –Joint-Stock company and recorded in the Honduran commerce register under number 98-566. Compania Minera is based in Tegucigalpa and its major activity is the mining prospecting, exploring, exploding and commercialization and other related commercial activities.

 

Razor Resources Inc. (the Company) has received notification that the Company is in default of its Amended Stock Exchange Agreement (the Agreement) dated November 26, 2010 between the Company, Compania Minera Cerros Del Sur S.A. (Cerros) and Mayan Gold, Inc. (Mayan). The Company was not successful in its efforts to raise the necessary funds as stipulated in the Agreement and therefore the Company is technically in default with Cerros and Mayan. In the event of a termination of the Agreement, the Company will effectively lose the majority of its ownership of the Clavo Rico mine, which is the only asset of the Company. The Company is currently in discussions with Mayan and Cerros to renegotiate this matter. There can be no assurances the Company will be successful in retaining its ownership of the asset.

 

Going Concern

 

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has incurred losses since inception of $1,705,284 to January 31, 2014. This factor creates doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern. Management is in the process of identifying sources for additional financing for working capital and to fund the ongoing development of the Company's business, and management proposes to develop plans to continue the business as a going concern.

 

The sole officer and director are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The accompanying consolidated financial statements for Razor Resources Inc. have been prepared in accordance with accounting principles generally accepted in

 

(b) Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for receivables and deferred income tax assets and reclamation of mine. Actual results could differ from those estimates.

 

(c) Bank Indebtedness

 

Bank indebtedness consists of overdraft with the Company’s Banker. (e) Income Taxes

 

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes arising on tax losses and temporary differences 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 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 Accounting Standards Codification (“ASC”) No. 740, Income Taxes ("ASC No. 740"). As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

 

(d) Loss per Share

 

The Company follows ASC No. 260, Earnings per Share that requires the reporting of both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income available to common shareowners by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No, 260, any anti-dilutive effects on net loss per share are excluded.

 

(e) Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC No. 830 Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions are included in other expense (income), net.

 

(f) Comprehensive Income

 

Comprehensive income reflects changes in equity that results from transactions and economic events from non-owner sources. At October 31, 2013 and 2012, the Company had $nil and $nil respectively, in accumulated other comprehensive loss, from its foreign currency translation.

 

(g) Disclosure about fair value of financial instruments

 

The Company follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of Paragraph 820-10-35-37 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

 

Paragraph 820-10-35-37 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, Paragraph 820-10-35-37 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions

 

The Company has financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of financial instruments at January 31, 2014, such as cash on hand, accounts receivable, accounts payable and accrued liabilities, accounts payable to related companies and other accounts payable does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet because of the short-term maturity of these instruments. The fair value of the loan from director cannot be determined because it is non-interest bearing and the absence of market data.

 

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.

 

(h) Concentration of credit risk

 

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash on hand and accounts receivable, 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 and by performing regular credit assessments of its customers and providing allowances for uncollectible accounts receivable based on the credit risk applicable to particular customer.

 

(j) Inventory

 

Inventory is recorded at the lower of cost or net realizable value. Cost is determined under the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated selling costs. Cost of inventories includes precious metals, materials and supplies.

 

Inventories are written down to net realizable value when the cost of inventories is not estimated to be recoverable.

 

(k) Property, plant and equipment

 

Property includes land and mineral property (sees Mineral property acquisition costs and deferred exploration expenditures). Plant and equipment is recorded at cost less accumulated depreciation and is comprised of mining-machinery, vehicles, office equipment and furniture, leasehold and website cost. Office furniture and equipment are amortized at 10%, and website costs are amortized at 30%. All other equipment is being amortized on a straight line basis over 5 to 20 years.

 

(l) Mineral property acquisition costs and deferred exploration expenditures

 

Mineral property acquisition costs are initially capitalized. 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 capitalized mineral properties and mine development costs will be computed using the units-of-production method based on proved and probable reserves.

 

a. US GAAP 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 asset 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.

 

(m) Asset retirement obligations

 

ASC No, 410, Accounting for Asset Retirement Obligations addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Specifically, ASC No. 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life.

 

(n) Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") No. 605, Revenue Recognition ("ASC No. 605"). ASC No. 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

 

Revenue is recognized on the sale and delivery of precious metals and transfer of title to the customers or the completion of a service provided and when collection is reasonably assumed.

 

(o) Impairment

 

ASC No. 360, Property, plant and equipment, requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Determination of recoverability is based on the Company's judgment and estimates of undiscounted future cash flows resulting from the use of the assets and their eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the assets.

 

The carrying values of assets determined to be impaired are reduced to their estimated fair values. Fair values of any impaired assets would generally be determined using a market or income approach.

 

(p) Recent accounting pronouncements

 

 

Impact of New Accounting Standards

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

 

 

Note 3. CAPITAL STOCK

 

a) Stock and Option Compensation Plan

 

On April 19, 2010, the Company approved a stock and option compensation plan (2010 Stock Plan) for its directors, officers, employees and consultants. Pursuant to which the Company is authorized to issue options to acquire up to 8,000,000 shares of the Company’s common stock. There were no stock options issued as at January 31, 2014.

 

b) Issued and Outstanding

 

During the year ended April 30, 2008, the Company’s Board of Directors approved a 15 for one (1) forward stock split of our authorized, issued and outstanding shares of capital stock. The authorized capital increased from 70,000,000 shares of common stock with a par value of $0.001 to 1,050,000,000 shares of common stock with a par value of $0.001 and 75,000,000 shares of preferred stock with a par value of $0.001. As a result, the issued and outstanding of common stock as at April 30, 2008 increased from 5,137,000 to 77,055,000.

 

During the year ended April 30, 2009, the Company issued 250,000 common stock and cancelled 12,500,000 common stock from treasury. As a result, the issued and outstanding of common stock as at April 30, 2009 decreased from 77,055,000 to 64,805,000.

 

i) Acquisition of Compania Minera Cerros Del Sur, S.A.

 

On February 9, 2010, the Company acquired 99% of the outstanding shares of Compania Minera Cerros Del Sur, S.A. in consideration for 35,500,000 common stock at par of $0.01 per share pursuant to the terms of the share exchange agreement.

 

ii) Private Placement

 

During the year ended April 30, 2010, the Company closed a non-brokered private placement for 1,000,000 common shares at $0.50 per share for gross proceeds of $500,000.

 

Note 4. LOAN FROM STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

 

As at April 30, 2009, a stockholder has loaned the Company $22,550 without interest and fixed term of repayment. The loan was paid off in the year ended April 30, 2010.

 

A director has loaned the Company $93,879 (2010: $246,299) without interest and fixed term of repayment. The loan is unsecured.

 

Balance of loans from related party as of October 31, 2013 was $ 441,196.

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

The following discussion and analysis provides information which management of Razor Resources Inc.(the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

 

 

Caution About Forward-Looking Statements

 

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended January 31, 2014. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.

 

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

 

General Overview

 

The address of our principal executive office is 8-5-128 Jichexiaoqu, Chanchun, Jilin, China. Our telephone number is 949-419-6588.

 

Our common stock is quoted on the OTC Bulletin Board under the symbol "RZOR".

 

We were incorporated on February 23, 2001 under the laws of the state of Nevada, in order to be in the business of mineral property exploration. We have been an exploration stage company engaged in the acquisition of mineral claims and exploration of mineral property since inception.

 

 

On February 9, 2010, we entered into a stock exchange agreement with Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and Mayan Gold Inc., a shareholder of Cerros del Sur. Pursuant to the terms of the stock exchange agreement, we acquired 99% of the issued and outstanding shares of Compania Minera Cerros Del Sur, S.A.'s common stock in exchange for the issuance by our company of 35,500,000 shares of our common stock to the shareholder of Compania Minera Cerros Del Sur, S.A and the assumption of debt to Compania Minera Cerros Del Sur, S.A. of $850,990.

 

Razor Resources Inc. (the Company) has received notification that the Company is in default of its Amended Stock Exchange Agreement (the Agreement) dated November 26, 2010 between the Company, Compania Minera Cerros Del Sur S.A. (Cerros) and Mayan Gold, Inc. (Mayan). The Company was not successful in its efforts to raise the necessary funds as stipulated in the Agreement and therefore the Company is technically in default with Cerros and Mayan. The Company has effectively lost its ownership of the Clavo Rico mine which is the only asset of the Company.

 

Currently, the Company is actively seeking other mining opportunities.

 

Results of Operations

 

The Company experienced general and administration expenses of nil and $5,000 for the three months ended January 3, 2014 and 2013, respectively. The decrease in general and administration expenses for this period are attributed to a decrease in professional, consultation and filings fees.

For the three month period ended January 31, 2014, the company experienced a net loss of nil compared to a loss of $5,000 for the three months ended January 31, 2013.

Liquidity and Capital Resources

 

During the three month period ended January 31, 2014, the Company had no working capital needs. As of January 31, 2014, the Company has cash on hand in the amount of $0. Management does not expect that the current level of cash on hand will be sufficient to fund our operations for the next twelve month period. In the event that additional funds are required to maintain operations, our officers and directors have agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain loans from our shareholders, but there are no agreements or understandings in place currently.

We believe we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.

 

Item 3. Quantitative Disclosures about Market Risks

 

As a "smaller reporting company", we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Management's Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of January 31, 2014, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2014 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(31) Section 302 Certification

 

31.1* Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

(32) Section 906 Certification

 

32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

RAZOR RESOURCES INC. (Registrant)

 

Dated: March 10, 2014

 

/s/ Meng Hao

 

Meng Hao

 

President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)