0001372167-13-000140.txt : 20131217 0001372167-13-000140.hdr.sgml : 20131217 20131118111056 ACCESSION NUMBER: 0001372167-13-000140 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131113 ITEM INFORMATION: Changes in Registrant's Certifying Accountant FILED AS OF DATE: 20131118 DATE AS OF CHANGE: 20131118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAZOR RESOURCES INC CENTRAL INDEX KEY: 0001333614 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51973 FILM NUMBER: 131225846 BUSINESS ADDRESS: STREET 1: 3001-1600 GLEMARM STREET STREET 2: SUITE 1754 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.506.1633 MAIL ADDRESS: STREET 1: 3001-1600 GLEMARM STREET STREET 2: SUITE 1754 CITY: DENVER STATE: CO ZIP: 80202 8-K/A 1 razor8k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2013

Razor Resources Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State of Incorporation)

000-51973

(Commission File No.)

N/A

(IRS Employer Identification No.)

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

(Address of principal execute offices, including zip code)

(949) 419-6588

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant

(a)Previous Independent Registered Public Accounting Firm

(i) On July 30, 2013, the Public Company Accounting Oversight Board (“PCAOB”) issued an order to revoke the registration of Stan J.H. Lee, CPA, our independent registered public accounting firm.

(ii) The reports of Stan J.H. Lee, CPA, on the Company's financial statements as of and for the years ended April 30, 2013 and 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Stan J.H. Lee, CPA’s audit report of the Company’s financial statements for the years ended April 30, 2013 and 2012 included language expressing substantial doubt as to the Company’s ability to continue as a going concern.

(iii) Inasmuch as we do not have an Audit Committee, our Board of Directors participated in and approved the decision to change independent registered public accounting firms.

(iv) During the years ended April 30, 2013 and 2012 and through July 30, 2013, there have been no disagreements with Stan J.H. Lee, CPA , on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Stan J.H. Lee, CPA, would have caused it to make reference thereto in connection with its report on the financial statements for such years.

(v) During the year ended April 30, 2013 and through July 30, 2013, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Stan J.H. Lee, CPA with a copy of this Form 8-K/A and requested from Stan J.H. Lee, CPA, a letter addressed to the Securities and Exchange Commission indicating whether or not Stan J.H. Lee, CPA agrees with such disclosures. A copy of Stan J.H. Lee, CPA letter dated November 13, 2013 is attached as Exhibit 16.1 to this Form 8-K/A.

(b) Engagement of New Independent Registered Public Accounting Firm

On October 5, 2013 (the “Engagement Date”), the Company engaged Kenne Ruan, CPA, P.C., as its independent registered public accounting firm for the Company’s Quarterly Filing for October 31, 2013 and will remain as its independent auditor for future filings. The engagement of Kenne Ruan, CPA, P.C. as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors, which performs the function of the audit committee.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Kenne Ruan, CPA, P.C. regarding either:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Kenne Ruan, CPA, P.C. & concluded was an important factor to be considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Razor Resources Inc.

By: /s/ Meng Hao

Meng Hao

Chief Executive Officer

Date: November 17, 2013

 

EX-16 3 razorex16.htm

 

Stan J.H. Lee, CPA

2160 North Central Rd Suite 209 t Fort Lee t NJ 07024

P.O. Box 436402t San Diegot CA 92143-6402

619-623-7799 t Fax 619-564-3408 t stan2u@gmail.com

 

 

 

 

 

IMAGE OMITTED [clip_image001.gif]

 

 

 

 

 

 

 

November 13, 2013

 

 

U.S. Securities and Exchange Commission

450 Fifth Street N. W.

Washington, DC 20549

 

Re: Razor Resources Inc.

Exhibit 16.1 Letter

 

 

Ladies and Gentlemen:

 

 

We have read the statements under item 4.01 in the Form 8-/A dated November 13, 2013 , of Razor Resources Inc. (the Company) to be filed with the Securities and Exchange Commission and we agree with such statements therein as relate to our firm. We have no basis to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.

 

 

Yours very truly,

 

 

 

/s/ Stan J.H.Lee

 

 

 

 

 

 

 

 


 

 

CORRESP 4 filename4.htm

 

Razor Resources Inc.

8-5-128 Jichexiaoqu

Chanchun, Jilin

China

November 13, 2013

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 Re: Razor Resources Inc.
Form 8-K
Filed October 8, 2013
File No. 000-51973


Dear Ms. Moosariparambil,

 

We have received the comment letter from the SEC dated October 15, 2013 and we have responded and amended the Registration Form.

 

1.The Form 8-K has been amended to reflect these dates as well as remove such disclosures.
2.We were able to obtain an Exhibit 16 letter from Stan J.H. Lee, CPA and have attached it to the Form 8-K.
3.The disclosure in these paragraphs has been updated
4.As soon as reasonably practicable we will file an amendment to the form 10-K for the fiscal year ended April 30,2013 to remove any reference to the audit opinion of Stan J.H. Lee, CPA and clearly label our financial statements for the years ended April 30, 2013 and 2012 as unaudited.

- We will also file another amendment to the Form 10-K for the fiscal year ended April 30, 2013 and include the re-audited financial statements for the years ended April 30, 2013 and 20l2 performed by our successor accounting firm, Kenne Ruan, CPA, P.C.

The Company acknowledges that:

  • The company is responsible for the adequacy and accuracy of the disclosure in the filing;
  • Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
  • The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please forward all comments to razorresourcesinc@gmail.com or wongd12@gmail.com.

Sincerely: /s/ Meng Hao

Meng Hao

Chief Executive Officer