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SEC Comment Letter for RAZOR RESOURCES INC (CIK 0001333614) — Nov 8, 2005

RAZOR RESOURCES INC (CIK 0001333614)
Date: Nov. 8, 2005 · CIK: 0001333614 · Accession: 0000000000-05-056749

AI Filing Summary & Sentiment

File numbers found in text: 333-126801

Date
November 8, 2005
Author
Thomas A. Jones
Form
UPLOAD
Company
RAZOR RESOURCES INC (CIK 0001333614)

Letter

Mail Stop 6010 November 8, 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. 4 to Registration Statement on Form SB-2 Filed November 4, 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.

Exhibit 23 1. We see you have presented copies of two prior consents: the consent for Amendment No. 2 dated September 22, 2005 and the consent for Amendment No. 3 dated October 21, 2005. By amendment please provide a single currently-dated consent. Please see the requirement in Item 601(b)(23) of Regulation S-B.

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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<TEXT>

Mail Stop 6010

      November 8, 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. 4 to Registration Statement on Form SB-2
Filed November 4, 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.

Exhibit 23
1. We see you have presented copies of two prior consents: the
consent for Amendment No. 2 dated September 22, 2005 and the
consent
for Amendment No. 3 dated October 21, 2005.  By amendment please
provide a single currently-dated consent.  Please see the
requirement
in Item 601(b)(23) of Regulation S-B.

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.
November 8, 2005
Page 1

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