PINX:RZOR Razor Resources Inc Annual Report 10-K Filing - 4/30/2012

Effective Date 4/30/2012

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

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2012

[ ] 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)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value of $0.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No[ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No[ x ]

 

 
 

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 last 90 days. 
Yes[ x ] No [ ]

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 (§229.405 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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 [ ] No[ x ]

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2009 was $0.15 based on a $14,858,250 bid/ask price for the Common Stock on October 29, 2009. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

101,305,000 shares of common stock issued & outstanding as of August 14, 2012

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

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TABLE OF CONTENTS

Item 1. Business 4
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 9
Item 2. Properties 10
Item 3. Legal Proceedings 15
Item 4. [Removed and Reserved] 15
Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 15
Item 6. Selected Financial Data 17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 22
Item 8. Financial Statements and Supplementary Data 22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   39
Item 9A. Controls and Procedures 39
Item 9B. Other Information 40
Item 10. Directors, Executive Officers and Corporate Governance 40
Item 11. Executive Compensation 44
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 46
Item 13. Certain Relationships and Related Transactions, and Director Independence 47
Item 14. Principal Accountants Fees and Services 47
Item 15. Exhibits, Financial Statement Schedules 48

 

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PART I

Item 1. Business

This annual 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, including the risks in the section entitled “Risk 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our company”, mean Razor Resources Inc. a Nevada corporation, unless otherwise indicated.

Corporate History

The address of our principal executive office is 3001 - 1600 Glenarm Street, Denver CO, 80202 and our telephone number is 910-201-9434.

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

We have one subsidiary Compania Minera Cerros Del Sur, S.A., a private Honduran corporation.

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.

On November 23, 2007, our board of directors approved a 15 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. Our authorized capital increased from 70,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred 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.

On April 11, 2005, we acquired, on an arms length basis, from Raymond Wei Min Xu, a 100% interest in a 1,223 acre mineral claim referred to as "Mahatta", in the Nanaimo Mining Division, southwest of Port Alice, British Columbia, Canada, with "Tenure" 510120 and the expiry date of April 3, 2006. Consideration was 250,000 common shares, issued from treasury, at a price of $0.001 per share for total consideration of $250. The Mahatta Property is one mineral lease each consisting of 24 units. The Mahatta lease expired on April 3, 2006. The extension of the lease for another 1 year period therefore requires an expenditure of CAN$2400 or approximately $2016 USD for exploration work, plus a payment of a recording fee for each claim, or a direct payment of the same amount to the Province of British Columbia. After 3 years, the required expenditure will be CAN$4800 or $4032 USD for exploration work, plus a payment of a recording fee for each claim, or a direct payment of the same amount to the Province of British Columbia.

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We allowed our interest to lapse on our Mahatta project as of April 3, 2008. We do not have any interest left in this property.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We have been an exploration stage company engaged in the acquisition of mineral claims and exploration of mineral property.

On February 9, 2010, we entered into a share exchange agreement with Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and a shareholder of Cerros del Sur. Pursuant to the terms of the share exchange agreement, we have agreed to acquire 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 35,5000,000 shares of our common stock to the shareholder of Compania Minera Cerros Del Sur, S.A.

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.

Currently, the Company is actively seeking other mining opportunities.

Competition

The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of our properties.

Compliance with Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

Employees

Currently, we do not have any employees. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

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Research and Development

We have not spent any amounts on which has been classified as research and development activities in our financial statements since our inception.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Item 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

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RISKS ASSOCIATED WITH MINING

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of lithium ore. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

7
 

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

RISKS ASSOCIATED WITH OUR COMMON STOCK

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

8
 

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

OTHER RISKS

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 1B. Unresolved Staff Comments

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

9
 

 

Item 2. Properties

We do not own any real property. The address of our principal executive office is 8-5-128 Jichexiaoqu, Chanchun, Jilin, China and our telephone number is 949-419-6588 .

 

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, 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 company.

Item 4. [Removed and Reserved]

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

The high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended High Low
April 30, 2012 $0.0056 $0.0056
January 31, 2012 $0.0099 $0.009
October 31, 2011 $0.01 $0.01
July 31, 2011 $0.02 $0.01
April 30, 2011 $0.03 $0.02
January 31, 2011 $0.56 $0.30
October 31, 2010 $0.27 $0.27
July 31, 2010 $0.50 $0.50

 

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National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended High Low
April 30, 2010 $0.75 $0.75
January 31, 2010 $0.75 $0.45
October 31, 2009 $N/A $N/A
July 31, 2009 $N/A $N/A
April 30, 2009 $N/A $N/A
January 31, 2009 $0.30 $0.15
October 31, 2008 $0.35 $0.15
July 31, 2008 $0.70 $0.41
April 30, 2008 $0.9555 $0.41

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our common shares are issued in registered form. Signature Stock Transfer, 2301 Ohio Drive, Suite 100, Plano, TX, 75093 (Telephone: 972.612.4120; Facsimile: 972.612.4122) is the registrar and transfer agent for our common shares

On August 14, 2012, the list of stockholders for our shares of common stock showed 1,304 registered stockholders and 101,305,000 shares of common stock outstanding.

Dividends

We have not declared any dividends on our common stock since the inception of our company on February 15, 2002. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Equity Compensation Plan Information

The following table provides a summary of the securities authorized for issuance under Equity Compensation Plans, the weighted average price and number of securities remaining available for issuance, all as at April 30, 2012.

                Number of securities  
                remaining available for  
    Number of securities           future issuance under  
    to be issued upon     Weighted average     equity compensation  
    exercise of     exercise price of     plans (excluding  
    outstanding options,     outstanding options,     securities reflected in  
                   Plan category   warrants and rights     warrants and rights     column (a))  
    (a)     (b)     (c)  
                   
Equity compensation plans approved by security holders   N/A     N/A     N/A  
                   
Equity compensation plans not approved by security holders   N/A     N/A     N/A  
                   
Total   N/A     N/A     N/A  

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2012.

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Recent Sales of Unregistered Securities

None.

Item 6. Selected Financial Data

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2012 and April 30, 2011 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation

During the next twelve month period, we intend to focus our efforts on exploring other mineral opportunities.

Not accounting for our working capital deficit of $231,150and 85,000 monthly operating budget, we require additional funds of approximately $800,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Capital Expenditures

We do not intend to invest in capital expenditures during the twelve-month period ending April 30, 2012.

General and Administrative Expenses

We expect to spend $15,000 during the twelve-month period ending April 30, 2012 on general and administrative expenses including legal and auditing fees, rent, office equipment and other administrative related expenses.

Product Research and Development

We do not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending April 30, 2012.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending April 30, 2012.

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Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations for the Years Ended April 30, 2012 and 2011

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2012 and 2011.

Our operating results for the years ended April 30, 2012 and 2011 are summarized as follows:

    Year Ended  
    April 30  
    2012     2011  
             
Revenue $ Nil   $   Nil  
             
Mining operation costs $ Nil   $   Nil  
             
Geologist $ Nil   $   Nil  
General administrative expenses $ 6,410   $   104,788  
Other non- operational expenses and loss $ Nil   $   835,417  
Depreciation and amortization $     $   Nil  
Net Loss $     $   940,205  

 

General Administrative Expenses

Our general administrative expenses for the year ended April 30, 2012 and April 30, 2011 are outlined in the table below:

    Year Ended    
    April 30    
    2012     2011    
               
Filing fees $   1,025   $ 1,445    
               
Consulting fees $   Nil   $   Nil    
Professional fees $   5,246   $   50,573    
Management fees $   Nil   $ 5,977    
Facilities costs $   Nil   $   Nil    
Investor  relations $   Nil   $ Nil    
Office costs $   Nil   $   3,382    
Travel costs $   Nil   $   42,626    
Registered fees $   Nil   $   Nil    
Mineral property cost $   Nil   $   Nil    
Promotion $   Nil   $   Nil    
Salaries $           Nil   $   Nil    
Taxes $   Nil   $   Nil    
Bank service charges $   Nil   $   350    
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The decrease in operating expenses across all categories for the year ended April 30, 2012, compared to the same period in fiscal 2010, was mainly due to a restructuring of the ownership of the mine and incurring less professional fees.

Liquidity and Financial Condition

As of April 30, 2012, our total current assets were $143,287 and our total current liabilities were $241,055 and we had a working capital deficit of $124,235.. Our financial statements report a net loss of $6,410 for the year ended April 30, 2012.

 

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.

Cash Flows            
             
    At     At  
    April 30, 2012     April 30, 2011  
             
Net Cash (Used in) Operating Activities $ Nil $   (1,301,393 )
Net Cash Provided by (Used In) Investing Activities $ ? $   (773,424)  
Net Cash Provided by Financing Activities $ Nil   $   627,891  
Cash (decrease) increase during the year $   Nil   $   99,9225

 

We had cash in the amount of $108,730 as of April 30, 2012 as compared to $108,730 as of April 30, 2011. We had a working capital deficit of $124,235 as of April 30, 2012 compared to working capital deficit of $124,235 as of April 30, 2011.

Our principal sources of funds have been from sales of our common stock.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

 

17
 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation

The effect of inflation on our revenue and operating results has not been significant.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

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.

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.

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 Topic 830 Foreign Currency Translation, 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. Foreign currency transactions are primarily undertaken in Honduran Lempiras. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Income

Comprehensive income reflects changes in equity that results from transactions and economic events from non-owner sources. At April 30, 2012 and 2011, the Company had $nil and $nil respectively, in accumulated other comprehensive income, from its foreign currency translation.

18
 

(k) 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. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed (the reversal is limited to the amount of the original write-down).

Mineral property acquisition costs and deferred exploration expenditures

Mineral property acquisition costs are expensed. 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 our 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.

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.

Revenue Recognition

Revenue is recognized on the sale and delivery of precious metals or the completion of a service provided.

Impairment

ASC Topic 830, Accounting for the Impairment and Disposal of Long-Lived Assets, 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.

 

19
 

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.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued new authoritative accounting guidance under ASC Topic 810, Consolidation , which amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new authoritative accounting guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its effect on the entity’s financial statements. The new authoritative accounting guidance under ASC Topic 810 will be effective May 1, 2010 and is not expected to have a significant impact on the Company’s financial statements.

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) -Measuring Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009. The Company is currently evaluating the impact of this standard on its financial condition, results of operations, and disclosures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following audited financial statements are filed as part of this annual report:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet as at April 30, 2012 ( Audited) and April 30, 2011 ( Audited)
   Consolidated Statements of Operations for the year ended April 30, 2012 (Audited) and for the year ended April 30, 2011 (Audited).
  Consolidated Statements of Changes in Stockholders' Equity for the year ended April 30, 2012 (Audited) and for the year ended April 30, 2011 (Audited)
Consolidated Statements of Cash Flows for the year ended April 30, 2012 (Audited) and for the year ended April 30, 2011 (Audited)
Notes to the Financial Statements.

 

 

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 209 *Fort Lee * NJ 07024-7547

P.O. Box 436402 * San Diego * CA 92143-6402

619-623-7799 * Fax 619-564-3408 * E-mail) stan2u@gmail.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Management and Shareholders of

Razor Resources Inc.

 

We have audited the accompanying balance sheet of Razor Resources Inc. (the “Company”) as of April 30, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Razor Resources Inc. as of April 30, 2012 and 2011 , and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As

discussed in the note to the financial statements, the Company has not established any source of revenue to cover its

operating costs and losses from operations raises substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Stan J.H. Lee, CPA

_____________________

Stan J.H. Lee, CPA

August 14, 2012

Fort Lee, NJ 07024

 

 

 

 

RAZOR RESOURCES INC.            
( A Nevada Corporation)              
Balance Sheets                
April 30, 2012 (With Comparative Figures at April 30, 2011)
(Expressed in U.S. Dollars) (Audited)
                   
                   
                   
                April 30, 2012 April 30, 2011
                (Audited) (Audited)
        ASSETS          
Current                
Cash        $          108,730  $          108,730
Investment                              1,680  
                             110,410                108,730
                   
Long-Term              
Property, Plant and Equipment                      32,877                  32,877
                   
                   
TOTAL ASSETS              $            143,287  $            141,607
                   
        LIABILITIES AND STOCKHOLDERS' DEFICIT    
                   
Current Liabilities                
Accounts payable and accrued                          241,055                232,965
TOTAL CURRENT LIABILITIES                        241,055                232,965
Long Term Liability              
Long Term Debt                        429,012                429,012
Loan from Catalyst Capital                          105,000                105,000
Loan from Shareholder and Director                        441,196                441,196
TOTAL LIABILITIES            $         1,216,264  $         1,208,173
                   
Stockholders' Equity (Deficit)            
Common stock                
Authorized:                 
1,050,000,000 common shares at $0.01 par value          
75,00,000 preferred shares at $0.01 par value          
Issued  and fully paid              
101,305,000 common shares at par value of $0.01 per share                        7,637         7,637
Additional paid in capital                          853,652                853,652
Prior period adjustment                      (302,567)            (302,567)
Deficit accumulated during the development stage                 (1,631,697)         (1,625,287)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               (1,072,976)         (1,066,565)
                   
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $            143,287  $          141,607
                   
                   
The accompanying notes are an integral part of these financial statements.

 

(A Nevada Corporation)  
Statement of Operations  
(Expressed in U.S. Dollars) (Audited)  
                     
                     
            For the three months ended For the year ended  
            April 30, April 30, April 30, April 30,  
            2012 2011 2012 2011  
                                                    -                                             -  
                     
General and Administrative Expenses            
Filing Fees                               1,025                                     -                             1,025                                     1,445  
Professional Fees                                       -                           17,621                             5,246                                   50,573  
Management Fees                                       -                             1,500                                     -                                     5,977  
Bank Service Charges                                       -                                     -                                     -                                        350  
Office Costs                                       -                                     -                                     -                                     3,382  
Travel Costs                                       -                                     -                                     -                                   42,626  
Meals and Entertainment                                       -                                     -                                     -                                        435  
Other Operational Expenses                                      139                                     -                                139                                             -  
             $                         1,164  $                       19,121                             6,410                                 104,788  
                     
Loss from Operation                                  (1,164)                          (19,121)                            (6,410)                                (104,788)  
                     
Other income (loss)                
Loss from disposal of investment in equity    $                                 -  $                                 -  $                                 -  $                             835,414  
                     
Net Loss Before Minority Interest                                          (940,205)  
                     
Minority Interest                                                         -  
Comprehensive loss                
Net loss for the Period                                  (1,164)                          (19,121)  $                        (6,410)  $                            (940,205)  
                     
Net Loss Per Share      
Basic and Diluted Loss per Share                                  (0.00)                              (0.00) (0.009)  (0.009)   
       
Weighted Average Number of Shares Outstanding                  101,305,000                  101,305,000                  101,305,000 101,305,000  
                     
The accompanying notes are an integral part of these financial statements.

RAZOR RESOURCES INC.
(A Nevada Corporation)
Statement of Cash Flows      
(Expressed in U.S. Dollars) (Audited)
 
       
       
    For the year ended
    April 30, April 30,
    2012 2011
Cash Provided by (Used for)      
Operating Activities      
Net loss for the period    $                  (6,410)  $                               (940,204)
Prior period adjustment                                 -                                   (302,053)
Changes in non-cash working capital items      
Accounts payable and Accrued liabilities                         8,090  
Minority Interest                                 -                                       (8,648)
                                                                              
                          1,680  
       
Net changes in non-cash working capital item:      
       
Inventory                                 -                                     140,913
Accounts receivable                                 -                                         4,172
Deposits and expenses paid in advance                                 -                                       17,845
Accounts payable and accrued liabilities                                 -                                     142,264
Other accounts payable                                 -                                     (12,663)
Accounts payable to related parties                                 -                                   (121,625)
Reclamation of mine                                 -                                   (221,394)
Net cash provided by (used in) operating activities                                 -                                (1,301,393)
       
Net Changes in non-cash working capitalism      
       
Investing Activities      
(Investment) in divesture from related parties                                 -                                     773,424
Investment in Oil Well #6                          1,680  
Purchase of Equipment                                 -  
                                  -                                     773,424
       
Financing Activities      
       
Loan Advances                                 -                                     429,012
Loan from Catalyst Capital                                 -                                     105,000
Loan from Shareholder                                 -                                       93,879
Cash provided by financing activities                                 -                                     627,891
       
       
Cash (decrease) increase during the year                                 -                                       99,922
       
Cash , Beginning of year                     108,730                                         8,808
       
Cash, End of year    $               108,730  $                                 108,730
       
       
       
The accompanying notes are an integral part of these financial statements.

 

Razor Resources Inc.                      
(A Nevada Corporation)                      
Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended April 30, 2012, 2011, 2010, 2009 and 2008          
                         
                         
    Number Capital                 
    of at   Additional       Accumulated   Total
    Common at Par   Paid-in   Accumulated   prior period   Stockholders'
    Shares Value   Capital   Deficit   adjustment   Equity
Balance, April 2008 77,055,000  $      5,137                $               36,163    $    (158,293)    $               -        (116,993)
                         
  Shares Cancelled            (12,500,000)                    
Shares Issued 250,000                    
     Net Loss for the year ended                      
     April 30, 2009                      (39,424)              (39,424)
                         
Balance, as at April 30, 2009 64,805,000   5,137   36,163          (197,717)            (156,417)
                         
Shares issued for aquisition of Compania,                       
Minera Cerros del Sur 35,500,000   35,500   302,568           338,068
Shares subscription issued               1,000,000   1,000   480,921           480,921
     Net Loss for the year ended                      
     April 30 ,2010                    (487,365)            (487,365)
                         
Balance, as at April 30, 2010 101,305,000   7,637   853,652          (685,083)       176,206
                         
                         
Prior period adjustment                      (302,567)        (302,567)
     Net Loss for the year ended                      
     April 30 ,2011                    (940,204)            (940,204)
                         
Balance, as at April 30, 2011 101,305,000    $   7,637    $       853,652    $ (1,625,287)        (302,567)     (1,066,565)
                         
                         
     Net Loss for the year ended                      
     April 30 ,2012              $        (6,410)                (6,410)
                         
Balance, as at April 30, 2012 101,305,000    $   7,637    $       853,652    $ (1,631,697)        (302,567)     (1,072,975)
The accompanying notes are an integral part of the consolidated financial statements.
                         
                         

 

 

 

RAZOR RESOURCES INC.
(a Nevada Corporation)
Notes to Consolidated Financial Statements
April 30, 2012 ( Unaudited)
(Expressed in U.S. Dollars)

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 $1,631,697 to April 30, 2012. 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 the United States of America (US GAAP).

 

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(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 April 30, 2012 and 2011, the Company had $nil and $nil respectively, in accumulated other comprehensive loss, from its foreign currency translation.

 

30
 

 

(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 April 30, 2012, 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.

 

31
 

 

(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 (see 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.

 

32
 

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.

 

 

34
 

 

 

35
 

 

 
 
 
 
 

NOTE 3. PROPERTY, PLANT AND EQUIPMENT

    April 30,     April 30,  
    2012     2011  
Buildings $ -0-   $ 0
Mining-machinery and equipment   -0-     
Vehicles   -0-     
Office equipment and furniture   -0-     0
Concessions   -0-     0  
    -0-     0
Less: Accumulated depreciation   -0-     0
    -0-     0  
Land   -0-      
$ -0-   $   0  

 

 
 
 
 
 

NOTE 4. 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 April 30, 2012.

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 5. 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 April 30, 2012 was $ 441,196.

 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not changed our auditors since our last year end and we have not had any disagreements with our auditors.

Item 9A. 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 (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of April 30, 2012, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as 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 (who is acting as 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 annual report.

Management’s Report on Internal Control over Financial Reporting

As per Item 308 (T) (a) (4) of Regulation S-K, this annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the company to provide only management’s report in this annual report.

Inherent limitations on effectiveness of controls

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2012, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control

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over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended April 30, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

On June 16, 2010, we entered into an agreement with Paul Campbell Gladston, wherein Mr. Gladston agreed to join our board of directors.

Also on June 16, 2010, we entered into an agreement with Gerardo A. Flores, wherein Mr. Flores agreed to provide our company with various services as the vice president of operations.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

      Date First Elected
Name Position Held with the Company Age or Appointed
Meng Hao President 33 October 5, 2011
Larry Segal  Director 52 March 4, 2011
Gregory Rotelli President, Secretary and Director 53 March 4, 2011
Sam Nastat President and Director 45 November 29, 2010
Kelly Fielder President, Secretary and Director 41 March 19, 2009
Steve E. Fisher Director 57 June 2, 2008
Paul Campbell Gladston Director 45 March 1, 2010
Gerardo A Flores Vice President of Operations 46 June 16, 2010

Meng Hao - President

 Mr. Hao is 33 years old and in 2004 graduated from the Beijing Jiatong University with a Bachelor's Degree in Management Information and Information Systems. Mr. Hao was employed by Changshu Chang Precious Metals for the last 5 years as an Operations Manager where he was responsible for production and overall exploration.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2010, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:


Name
Number of Late
Reports
Number of Transactions Not
Reported on a Timely Basis
Failure to File
Requested Forms
Meng Hao Nil Nil Nil
Gregory Rotelli Nil Nil Nil
Sam Nastat Nil Nil Nil
Kelly Fielder Nil Nil Nil
Steven E. Fisher Nil Nil Nil
Paul Campbell Gladston Nil Nil Nil
Gerardo A. Flores Nil Nil Nil

 

(1) The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities.

 

39
 

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d) (5) (ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

We have adopted a Code of Ethics that apples to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written standards that are designed to deter wrongdoing and to:

1. Act with honesty and integrity and in an ethical manner, avoiding actual or apparent conflicts of interest in personal and professional relationships.

2. Promptly disclose to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between personal and professional relationships.

3. Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.

4. Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.

5. Comply with applicable rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.

6. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.

7. Use good business judgment in the processing and recording of all financial transactions.

8. Respect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage.

9. Share knowledge and maintain skills important and relevant to his or her constituents' needs.

10. Promote ethical behavior among constituents in the work environment.

11. Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.

40
 

12. Comply with generally accepted accounting standards and practices, rules, regulations and controls.

13. Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.

14. Maintain books and records that fairly and accurately reflect the Company's business transactions.

15. Sign only those documents that he or she believes to be accurate and truthful.

16. Devise, implement, and maintain sufficient internal controls to assure that financial record keeping objectives are met.

17. Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.

18. Not knowingly be a party to any illegal activity or engage in acts that are discreditable to his or her profession or the Company.

19. Respect and contribute to the legitimate and ethical objects of the Company.

20. Engage in only those services for which he or she has the necessary knowledge, skill, and expertise.

21. Not make, or tolerate to be made, false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications.

22. Report to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee any situation where the Code of Ethics, the Company's standards, or the laws are being violated.

Our Code of Ethics and Business Conduct is being filed with the Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form 10-K. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Razor Resources Inc., 12340 Seal Beach Blvd. STE B-190 Seal Beach, CA 90740.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

·   our principal executive officer;

 

·   each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2012 and 2011; and

 

·   up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

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SUMMARY COMPENSATION TABLE
Name
and Principal
Position
Year Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Meng Hao (1) President 2012  Nil N/A  Nil N/A  Nil N/A  Nil N/A  Nil N/A  Nil N/A  Nil N/A Nil N/A  

Gregory Rotelli (2)

President, Secretary and Director

2011 3,000

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

3,000

Sam Nastat(3)

President and Director

2010

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Kelly Fielder(4)
President and Secretary
2010
2009
120,000
120,000
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
120,000
120,000
Duncan Bain(5)
President and Secretary
2010
2009
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil

 

 

(1) Mr. Hai was appointed president on October 5, 2011.

 

(2) Mr Rotelli was appointed president, secretary and director of our company on March 4, 2011

 

(3) Mr. Nastat was appointed president and director of our company on November 29, 2010

 

(4) Mr. Fielder was appointed president and secretary of our company on March 19, 2009.
   
(5) Mr. Bain was appointed president and secretary on December 4, 2008 and resigned as a director and officer of our company on March19, 2009.

Stock Options/SAR Grants

During the period from inception (February 15, 2002) to April 30, 2012, we did not grant any stock options to our executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised during our fiscal year ended April 30, 2012 or April 30, 2011 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended April 30, 2012.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director’s fees or other cash compensation for services rendered as a director since our inception to April 30, 2012.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

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There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 14, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner

 

Amount and
Nature of
Beneficial
Owner(1)
Percentage
of Class(2)
Meng Hao Guaguang Zhou, China Nil 0.0%

Gregory Rotelli

Seal Beach, CA

Nil 0.0%

Sam Nastat

Los Angeles, CA

Nil 0.0%
Kelly Fielder
Denver, CO
1,000,000(2) 1.00%
Steven E. Fisher
Bakersfield, CA
250,000 0.25%
Paul Campbell Gladston
Denver, CO
Nil 0.0%
Gerardo A Flores
Harriman, UT
600,000 0.60%
All Officers and Directors
As a Group (4 individuals)
1,850,000 1.84%
Bing Wong
Surrey, BC
32,500,000 32.40%
Rong Xin Yang
Vancouver, BC
7,232,250 7.21%

 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 19, 2010. As of July 19, 2010, there were 100,305,000 shares of our company’s common stock issued and outstanding.

 

43
 

 

(2) These shares are registered in the name of Resilient Technologies Inc. Mr. Fielder exercises dispositive and voting authority with respect to the shares held by Resilient Technologies Inc.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

Director Independence

We currently act with one director, consisting of Meng Hao. We have determined that Meng Hao i is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a) (15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2012 and for fiscal year ended April 30, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

  Year Ended
April 30
  2012
($)
2011
($)
Audit Fees       $3,800 4,200
Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
Total        4,200

 

44
 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibits required by Item 601 of Regulation S-K

Exhibit  
Number Description
(3) (i) Articles of Incorporation; and (ii) Bylaws
3.1 Articles of Incorporation (Incorporated by reference to the Form SB-2 filed on July 22, 2005)
3.2 Bylaws (Incorporated by reference to the Form SB-2 filed on July 22, 2005)
3.3 Certificate of Change filed with the Secretary of State of Nevada on December 20, 2007 (Incorporated by reference to the Form 8-K filed on December 27, 2007)
(10) Material Contracts
10.1 Property Purchase Agreement dated April 11, 2005 (Incorporated by reference to the Form SB-2 filed on July 22, 2005)
10.2 Share Cancellation/Return to Treasury Agreement dated May 1, 2008 (Incorporated by reference to our Current Report on Form 8-K filed on May 6, 2008)
10.3 Amended Share Cancellation/Return to Treasury Agreement dated June 30, 2008 (Incorporated by reference to our Current Report on Form 8-K filed on July 15, 2008)
10.4 Share Cancellation/Return to Treasury Agreement with Drew Simpson dated June 30, 2008 (Incorporated by reference to our Current Report on Form 8-K filed on July 15, 2008)
10.5 Stock Exchange Agreement between our company, Compania Minera Cerros Del Sur, S.A. and Mayan Gold Inc. dated February 9, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on February 12, 2010)
(14) Code of Ethics
14.1 Code of Ethics (Incorporated by reference to the Form 10-KSB filed on August 10, 2007)
(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

 

*Filed herewith.

45
 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  RAZOR RESOURCES, INC.
   
   
   
   
  /s/ Meng Hao
  Meng Hao
  President, Secretary and Director
  (Principal Executive Officer, Principal Financial Officer and
  Principal
  Accounting Officer)
   
  Date: August 14, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature   Title Date
       
/s/ Meng Hao   President, Secretary and Director August 14, 2012
Meng Hao      
       
       
       
       

 

46

 

 

 

 

PINX:RZOR Razor Resources Inc Annual Report 10-K Filling

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PINX:RZOR Razor Resources Inc Annual Report 10-K Filing - 4/30/2012
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