SEC Comment Letter for RAZOR RESOURCES INC (CIK 0001333614) — Nov 1, 2005
RAZOR RESOURCES INC (CIK 0001333614)
Date: Nov. 1, 2005 · CIK: 0001333614 · Accession: 0000000000-05-055410
AI Filing Summary & Sentiment
File numbers found in text: 333-126801
Letter
Mail Stop 6010 October 28, 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. 3 to Registration Statement on Form SB-2 Filed October 21, 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.
General 1. Please refer to prior comment 1. Please revise pages 29-31 to clarify who prepared the reports.
Glossary and Terms, page 23 2. Please refer to prior comment 7. We reissue the comment. For example, we note the terms Palaeozoic Sicker Group sediments, copper molybdenum deposits, rhyodacitic volcanic flows, tuffs, pyrite, chalcopyrite intrusion. Conclusions, page 32 3. Please refer to prior comment 9. The agreement appears to conflict with your response. Please advise or revise. 4. Please refer to prior comment 10. Please revise the third paragraph of this section to clarify whether you have a written agreement with Mr. Timmins. If so, please file the written agreement as an exhibit.
Interim Financial Statements 5. Please update the interim financial statements when required by Item 310(g) of Regulation S-B.
Note 2 Summary of Significant Accounting Policies 6. Please refer to the response to our prior comment 19. Please present a separate section in Note 2 which discloses your accounting policy for revenue recognition. Please also present disclosures about the nature and terms of the consulting arrangement under which revenue was recognized in the interim period. The disclosure should clarify why the timing of recognition for the consulting fee complies with GAAP.
Bases of Presentation 7. We see you have not presented the disclosure requested in our prior comment 20. Please expand this section of Note 2 to present the standard representation of management on interim financial statements. Guidance on the form of the representation is set forth in Instruction 2 to Item 310(b) of Regulation S-B. If the interim financial statements include any adjustments which are not of a normal recurring nature, the disclosure should describe those adjustments.
Closing Comments
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.
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
Show Raw Text
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Mail Stop 6010
October 28, 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. 3 to Registration Statement on Form SB-2
Filed October 21, 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.
General
1. Please refer to prior comment 1. Please revise pages 29-31 to
clarify who prepared the reports.
Glossary and Terms, page 23
2. Please refer to prior comment 7. We reissue the comment. For
example, we note the terms Palaeozoic Sicker Group sediments,
copper
molybdenum deposits, rhyodacitic volcanic flows, tuffs, pyrite,
chalcopyrite intrusion.
Conclusions, page 32
3. Please refer to prior comment 9. The agreement appears to
conflict with your response. Please advise or revise.
4. Please refer to prior comment 10. Please revise the third
paragraph of this section to clarify whether you have a written
agreement with Mr. Timmins. If so, please file the written
agreement
as an exhibit.
Interim Financial Statements
5. Please update the interim financial statements when required by
Item 310(g) of Regulation S-B.
Note 2 Summary of Significant Accounting Policies
6. Please refer to the response to our prior comment 19. Please
present a separate section in Note 2 which discloses your
accounting
policy for revenue recognition. Please also present disclosures
about the nature and terms of the consulting arrangement under
which
revenue was recognized in the interim period. The disclosure
should
clarify why the timing of recognition for the consulting fee
complies
with GAAP.
Bases of Presentation
7. We see you have not presented the disclosure requested in our
prior comment 20. Please expand this section of Note 2 to present
the standard representation of management on interim financial
statements. Guidance on the form of the representation is set
forth
in Instruction 2 to Item 310(b) of Regulation S-B. If the interim
financial statements include any adjustments which are not of a
normal recurring nature, the disclosure should describe those
adjustments.
Closing Comments
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.
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.
October 28, 2005
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