UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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,
2011

[ ] 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) | (I.R.S. Employer Identification No.)



|12340 Seal Beach Blvd. STE B-190 Seal Beach, CA | 90740     
|----------------------------------------------- | ----------
|(Address of principal executive offices)        | (Zip Code)

Registrant's telephone number, including
area code: 949-419-6588

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.

100,305,000 shares of common stock issued
& outstanding as of August 15, 2011







EXPLANATORY NOTE





Financial statements for the fiscal year ended April 30, 2011 have
not been audited as of the date of this Report..  We intend to amend this Form 10-K as soon as we complete our audit for the
year 2011.



DOCUMENTS INCORPORATED BY REFERENCE

None.



|2
|-
| 

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



|3
|-
| 

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 12340 Seal
Beach Blvd. STE B-190 Seal Beach, CA 90740. Our telephone number is 949-419-6588.

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.

|4
|-
| 

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.

Our current operational focus is to conduct exploration activities
on our newly acquired properties in Honduras, known as the Clavo Rico property.

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 have 59 full time employees. Our directors
and certain contracted individuals play an important role in the running of our Company. 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.

|5
|-
| 

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

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”.

|6
|-
| 

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

The fact that Cerros del Sur has not generated positive
earnings raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We anticipate that we will continue to incur
operating expenses that will exceed revenues for the foreseeable future. We had cash in the amount of $108,730 as of April
30, 2011. At April 30, 211, we had working capital deficit of $231,150. We incurred a net loss of $104,788 for the year ended
April 30, 2011 and $1,625, 287 since inception. We estimate our average monthly operating expenses to be approximately
$70,000 to $85,000 USD, including mineral property costs, management services and administrative costs. Should the results of
our planned production require us to increase our current operating budget, we may have to raise additional funds to meet our
currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to
successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from
traditional lending sources. We have traditionally raised our operating capital from sales of equity securities, but there
can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue
exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any
of these were to occur, there is a substantial risk that our business would fail.

These circumstances lead our independent public auditing
firm, in their report dated August 9, 2010 to comment about our company’s ability to continue as a going concern. Management
has plans to seek additional capital through a private placement of its capital stock. These conditions raise substantial doubt
about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans
will be realized, management believes that our company will be able to continue operations in the future. The financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification
of liabilities that might be necessary in the event our company cannot continue in existence.” We continue to experience
net operating losses.

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. Our principal business offices
are located at 12340 Seal Beach Blvd. STE B-190 Seal Beach, CA 90740. We currently lease our space at an annual cost of $4800.00.
We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Clavo Rico Property

Location and access

The Clavo Rico mining concession consists of all mineral
rights within a 200 hectare defined area and granted by the Honduran government. The current mining operations are located adjacent
to the municipality of El Corpus in the state of Choluteca, Honduras. The mine site can be reached from the capital of Tegucigalpa,
going south on a paved highway for about 135 km. to the southern city of Choluteca, where the Company maintains a home. From Choluteca
the mine is approximately 15km south along an improved gravel road also used by public transportation. The Clavo Rico mine itself
is located within the town of El Corpus and it is connected to electrical power and potable water from the public utility companies.
The mine site also has access to its own well for processing water and its own back-up diesel generator to supplement the public
power system.

Geology of Honduras

Honduras is bounded on the north and east by the Caribbean
Sea, on the south by Nicaragua, on the south-west by the Pacific Ocean and El Salvador, and on the west by Guatemala. Honduras
is the second largest country in Central America. Spanish is the country's official language, although English is widely understood
and spoken. Its capital city is Tegucigalpa which hosts an international airport.

Except for two coastal strips, one extending about 640 km
along the Caribbean Sea and the other 64 km on the Pacific Ocean, Honduras is a plateau consisting of broad, fertile plains broken
by deep valleys and traversed by mountain ranges. The mountains, which are volcanic in origin, rise to heights of more than 2,800
m. The climate of Honduras is tropical, but is tempered by the higher elevations of the interior.

The southern region of Honduras lies in a rich geological
zone which extends from El Salvador through the coastal belt of southern Honduras and well into Nicaragua. This belt of Matagalpa
volcanics hosts numerous large and high-grade gold deposits. The Clavo Rico mine is located in the Southern Geological Gold Province
known as "El Tabanco" in Colonial times and within the department of Choluteca today. Trachytic and rhyolitic domes pierce
the entire sequence in the region. The latter form the prominent "needles" in the hilly to moderately mountainous topography
of the region and appear to play a role in the genesis of the gold deposits. Flat-lying, younger, predominantly felsic tuffs and
ingimbrites of the Padre Miguel Formation overlie unconformably the Matagalpa volcanics, forming conspicuous light colored cliffs.
The entire sequence is in turn capped by Quarternary basaltic flows and pyroclastics. Caldera formation with concomitant faulting
and extensive shear zones complete the structural setting of the region.

Mineralization of Southern Honduras

Gold mineralization in the region is shear zone hosted with
very high grades (several ounces per ton) in certain shears, alternating with lower grade intervals. Enveloping the high grade
shears are heap leachable grades, as is amply demonstrated. It is believed that extremely rich ore shoots with relatively steep
plunges account for the difficulty of establishing continuity of high grade zones within the shears by drilling. This is a very
common feature for structurally controlled, high grade ore bodies. There also exists a pronounced vertical zonation of metallic
minerals, which is most likely due to supergene processes.

At both Tajo and Clavo Rico, as well as many other sites
within El Tabanco, the following generalizations with regard to vertical zonation can be made:

Oxidation Zone:Near surface to a depth of 10-15 feet
there is commonly depletion of gold. This is followed by a zone which contains; iron oxides, iron hydroxides, native gold and a
subordinate amount of secondary, complex silver-copper-antimony-arsenic minerals, depending on the mineral suite of the primary
mineralization. This zone

|10
|--
|  

generally extends to the water table and can reach depths
of more than 200 feet at both the Clavo Rico and the Tajo deposits. Water table fluctuations and stacking of palaeo-water tables
result in interfingering and mixing with the Atransition zone@ to the primary sulphide mineralization.

Transition Zone:The transition or cementation zone,
especially on Clavo Rico, coincides with the water table(s) or a zone of fluctuating water saturated levels or palaeo-water tables.
All mining to date at both sites has been conducted in the oxidation zone, with some sampling from the transition zone. The gold
in this zone exists as interstitial, elemental gold in iron oxides in the oxide zone and chiefly as elemental gold in cracks and
pore spaces of goldfieldite in the transition zone.

Primary Sulphide Zone:This zone of primary mineralization
has not been explored, as neither mining nor drilling have reached this level at most sites in El Tabanco. It is noteworthy that
the only recorded deep drill holes (over 400 feet deep) were drilled on nearby Cacumaya and recorded significant amounts of gold
(over 5 oz/ton and 13 oz/ton respectively). This mineralization is believed to occur in the primary sulphide zone in the region
and such deposits are highly likely to exist at both Potosi and Clavo Rico.

Known geological data suggests that to date, there has been
no exploration anywhere in the district which has probed into the primary sulphide zone except for the limited drilling by Battle
Mountain Gold at the nearby Cacumaya concession which showed gold values of 5.46 oz/ton and 13.27 oz/ton at about 500 feet.

A fair amount of core drilling has been completed on the
concession and those reports show a very high grade, deep deposit of gold sulphide ore. The name in Spanish, “Clavo Rico”,
means “rich nail” indicating a deep, vertical vein much like a nail or spike driven into the ground. (Or more accurately,
a deep, nail-like vein which has percolated up through a vertical fissure in the earth carrying very rich deposits of gold). However,
the drilling indicates a deep, wide, horizontal vein, with its width and extent not yet fully mapped.

Work done to date

The Clavo Rico mine is over 500 years old. It has been mined
since the early 16th century and today the ore which has been mined for the past 30 years was processed on site using
a cyanide vat leaching system, with the movement of rocks and gravel done by hand. As a result it processed ore at a rate of only
100 tons per month using primitive methods with production averaging less than 10 ounces per month.

The mine includes 35 deeded acres and consists of two primary
access tunnels, each penetrating the same primary vein.

|1. |  | The first is the Armando Williams tunnel, which is the current source of its oxide ore, and has been worked for the last 18 years.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------



|2. |  | The second tunnel is the Clavo Rico and it is currently inactive due to a cave-in about 18 meters into the access tunnel.
|-- |  | -------------------------------------------------------------------------------------------------------------------------

From 1975 to 2004, the Clavo Rico was mined using a crude leach
system in two small vats. The ore was mined using picks and shovels at the rate of only 200 tons per month. After it was acquired
by Mayan Gold in 2004, the company began a comprehensive mining plan to increase production but with the same basic processing
methods. Mayan Gold designed and constructed 4 new, much larger leaching vats, a new crusher and extraction system, and a new ADR
processing plant. Most of the processes were mechanized and a company laboratory was added at the site along with executive offices
in order to support the daily processing as well as analyze new ore samples.

In 2009, the operating company, Mayan Gold produced and sold
over 1600 ounces of gold. Currently the operation consists of a complete operating mine with 60 plus full time employees, equipment
and land, a functioning on-site laboratory, with separate departments for environmental compliance, community relations, geology,
mining, processing and administration. With the plant now operating, the operations continue to focus on controlling the extraction
and processing costs and on improving the recovery percentages.

Our properties do not have any proven and/or probable reserves
prominently in our property description.

The terms under which the concession is held

Precious metal mines in Honduras are operated under specific
permits granted by the Honduran government. These are known as “concessions” and cannot be larger than 1,000 hectares
each. Once granted by the government, the owner of the concession owns all mineral rights in that designated area. The Clavo Rico
mining concession has a long history. In 1975 it was purchased from the original owner, Armando Williams by Ladislav Pekarik a
Canadian mining engineer who moved to Honduras and later sold to the past owners, Mayan Gold through their operating subsidiary,
Compania Minera Cerros del Sur, S.A. de C.V. Honduras is a developing country and its mining laws have changed over the years.
When the original concession was granted, it was done under the laws at that time which did NOT specify any ending date.

|11
|--
|  

Currently, Clavo Rico has no concessional expiration date
as long as the terms are complied with and the annual reports are filed and fees paid. It consists of 200 hectares with the town
of El Corpus inside its designated area. To maintain the concession, the owner must pay an annual fee known at the “territorial
canon”. This is calculated on acerage and the current levy. The territorial cannon for the Clavo Rico this year is US$1,200.

In addition, the concession owners must obtain a local operating
permit from the adjacent municipality, El Corpus. The fee also varies but this year the fee was 10,000 lempiras (about US$500).
The concessionaire must also file an annual report with the Department of Mines and notify them of all development, plans, etc.
in order for them to regulate the mining activities. While there are no set rules for inspections, the Department of Mines may
inspect the properties as often as they deem necessary. The Clavo Rico typically is inspected every quarter. The Department of
Mines charges the concessionaire for its “costs” of each inspection. These may vary but typically cost about US$3,800.
There are also inspection costs for every export shipment which contains gold. This inspection fee averages around US$2,500 each.

Razor Resources, Inc. must also file an annual tax return
and is taxed as any other company in Honduras. The rate is 25% of net income. To date, the mine has not generated any net income.
A federal tax equal to 1% of the net assets is also imposed at the federal level. The old mining law required the concessionaire
to pay an extraction tax equal to 1% of the value of all precious metals mined within the concession. While this law has been declared
unconstitutional by the Honduran Supreme Court and has not been replaced by a new law, most active mining companies continue to
pay the 1% extraction tax voluntarily.

While all operating companies are required to have an environmental
license to conduct mining activities in Honduras. The Clavo Rico was operating before such a requirement was imposed by law, and
is considered “grandfathered” from obtaining a new environmental license.

However, Razor Resources, Inc. has conducted an environmental
audit of Clavo Rico as required by law, with reference to Industry Guide paragraphs (b) (1) through (5) and has negotiated the
terms of that environmental license with the state. In addition, in accordance with Industry Guide, Razor Resources, Inc. has sought
an environmental audit to ensure safety and social responsibility of the Clavo Rico Mine. Currently pending is the amount of the
security Razor Resources, Inc. may be required to deposit with the Honduran state in order to obtain the final permit. Currently,
the Honduran government is in the process of creating the New Institute of Geology and Mines to replace the outgoing Department
of Development and Mining (Defomin). To date, the Honduran government has not issued a new mining Act.

Quality Control and Quality Assurance Protocols

Razor Resources, Inc. has adopted several QA/QC protocols
for its Clavo Rico Mine. A Geologist has been retained as a consultant to oversee the mine operation, production and exploration
process. The Clavo Rico Mine has an on-site metallurgist manager as well as a complete geological laboratory to conduct assaying
of mineral/mining samples. The exploration program has been based on data obtained from a geological
report.An on-site General Manager, holding a Chemical Engineering degree, has been retained to
oversee the Quality Assurance and Quality Control protocols. In addition, the Clavo Rico Mine has an on-site full time accounting
and administrative division to handle the proper and accurate documentation of the mineral exploration program. A staff of 60 plus
mine personnelle ensure that there is adequate supervision and segregation of duties. Various mining machinery for mineral extraction
assures proper due diligence in accordance with quality control and assurance protocols. A third party, John Matthey, one of the
world’s largest gold refineries, has been retained for their expertise and services for mineral production and exploration.



|12
|--
|  



|
|
|



|
|
|

Development and Exploration

Previous Exploration and Production

Razor Resources, Inc. acquired Clavo Rico Mine in 2010. In
the prior year, the Clavo Rico Mine was under the ownership of Maya Gold and produced over 275 ounces of gold in 2009. Razor Resources,Inc.
has relied on the narratives provided by the previous owner for these historic production totals.



|Gold
    Production – Clavo Rico Mine in ounces Average grade of ore = 5 grams of gold   Gold Silver 15-Jan-09 212.827 22.171
    13-Apr-09 177.939 32.512 8-May-09 119.225   1-Jul-09 225.224 75.428 21-Sep-09 230.665 91.817 24-Nov-09 309.769 117.891 30-Mar-10
    283.14 99.519 25-Jun-10 300.358 65.919 13-Dec-10 233.17 40.92 Total 2092.317 546.177 |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | 



Current and Future Mine Production and Exploration

Currently, there are no formal plans to undertake further
development or exploration of the Clavo Rico Mine until further financing is secured by Razor Resources, Inc. The issuance of additional
equity will allow Razor Resources, Inc. to further proceed with its mine development and exploration plans. Should Razor Resource,
Inc. not meet its targeted goal of additional equity, its level or productivity and future performance may limit the growth of
its business. Furthermore, this could lead to impairment of operations and a significant loss of revenue.

|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                                                   
|April 30, 2011                                                  
|January 31, 2011                                                
|October 31, 2010                                                
|July 31, 2010                                                   
|                                                                
|                                                                
|                                                                



|13
|--
|  



|National Association of Securities Dealers OTC Bulletin Board(1)
|----------------------------------------------------------------
|Quarter Ended                                                   
|April 30, 2010                                                  
|January 31, 2010                                                
|October 31, 2009                                                
|July 31, 2009                                                   
|April 30, 2009                                                  
|January 31, 2009                                                
|October 31, 2008                                                
|July 31, 2008                                                   
|April 30, 2008                                                  

(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 15, 2011, 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, 2011.

|                                                           |  |                      |  |  |                      |  |  | 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, 2011.

|14
|--
|  

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, 2011 and April 30, 2010 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 our Clavo Rico property.

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, 2011.

General and Administrative Expenses

We expect to spend $1,140,000 during the twelve-month period
ending April 30, 2011 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, 2011.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over
the twelve months ending April 30, 2011.

|15
|--
|  

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, 2011
and 2010

The following summary of our results of operations should
be read in conjunction with our audited financial statements for the years ended April 30, 2011 and 2010.

Our operating results for the years ended April 30, 2011
and 2010 are summarized as follows:

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



General Administrative Expenses

Our general administrative expenses for the year ended April
30, 2011 and April 30, 2010 are outlined in the table below: REvise

|                      |   | Year Ended |  |  
|--------------------- | - | ---------- |  | -
|                      |   | April 30   |  |  
|                      |   | 2011       |  |  
|                      |   |            |  |  
|Filing fees           | $ | 1,445      |  | $
|                      |   |            |  |  
|Consulting fees       | $ | Nil        |  | $
|Professional fees     | $ | 50,573     |  | $
|Management fees       | $ | 5,977      |  | $
|Facilities costs      | $ | Nil        |  | $
|Investor  relations   | $ | Nil        |  | $
|Office costs          | $ | 3,382      |  | $
|Travel costs          | $ | 42,626     |  | $
|Registered fees       | $ | Nil        |  | $
|Mineral property cost | $ | Nil        |  | $
|Promotion             | $ | Nil        |  | $
|Salaries              | $ | Nil        |  | $
|Taxes                 | $ | Nil        |  | $
|Bank service charges  | $ | 350        |  | $
|16                   
|                     

The decrease in operating expenses across all categories
for the year ended April 30, 2011, 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, 2011, our total current assets were $108,730
and our total current liabilities were $232,965 and we had a working capital deficit of $124,235.. Our financial statements report
a net loss of $940,205 for the year ended April 30, 2011.



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, 2011 |   |   | April 30, 2010 |  
|                                                    |   |                |   |   |                |  
|Net Cash (Used in) Operating Activities             | $ | ((1,301,393)   | ) | $ | (526,101       | )
|Net Cash Provided by (Used In) Investing Activities | $ | 773,424        | ) | $ | (252,896)      |  
|Net Cash Provided by Financing Activities           | $ | 627,891        |   | $ | 788,042        |  
|Cash (decrease) increase during the year            | $ | 99,922         |   | $ | (9,045         | )



We had cash in the amount of $108,730 as of April 30, 2011
as compared to $8,808 as of April 30, 2010. We had a working capital deficit of $124,235 as of April 30, 2011 compared to working
capital deficit of $274,645 as of April 30, 2010.

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 Sharethat
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, 2011 and 2010, 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. At April 30, 2011, the Company had asset retirement obligations of $221,394 of which $194,011 were acquired from Compania
Minera on February 9, 2010.

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:

|                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|Consolidated Balance Sheet as at April 30, 2011 ( Unaudited) and April 30, 2010 ( Audited)                                                              
|Consolidated Statements of Operations for the year ended April 30, 2011 (Unaudited) and for the year ended April 30, 2010 (Audited).                    
|Consolidated Statements of Changes in Stockholders' Equity for the year ended April 30, 2011 (Unaudited) and for the year ended April 30, 2010 (Audited)
|Consolidated Statements of Cash Flows for the year ended April 30, 2011 (Unaudited) and for the year ended April 30, 2010 (Audited)                     
|Notes to the Financial Statements.                                                                                                                      



20

|                                                       | RAZOR RESOURCES INC.                                                       |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|------------------------------------------------------ | -------------------------------------------------------------------------- | ------------- | ------------------- | ------------------------------------- | ---------- | --------- | ----------- | ------------------- | ------- | ----------- |  |  |  | 
|                                                       | ( A Nevada Corporation)                                                    |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Balance Sheets                                                             |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | (Expressed in U.S. Dollars)                                                |               |                     |                                       |            |           |            
|                                                       |                                                                            |               |                     |                                       |            |           | As of       |                     |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           | April 30    |                     |         | April 30    |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           | 2011        |                     |         | 2010        |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           | (Unaudited) |                     |         | (Audited)   |  |  |  | 
|                                                       |                                                                            |               |                     | ASSETS                                |            |           |             |                     |         |             |  |  |  | 
|                                                       | Current                                                                    |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Cash                                                                       |               | $                   | 108,730                               |            |           | 8,808       |                     |         |             |  |  | 
|                                                       | Accounts Recievable                                                        |               |                     |                                       |            |           |             | 4,172               |         |             |  |  |  | 
|                                                       | Inventory                                                                  |               |                     |                                       |            |           |             |                     |         | 140,913     |  |  |  | 
|                                                       | Deposits                                                                   |               |                     |                                       |            |           |             |                     |         | 17,845      |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         | 171,738     |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Long-Term                                                                  |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Property, Plant and Equipment                                              |               |                     | 32,877                                |            |           | 806,301     |                     |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | TOTAL ASSETS                                                               |               |                     |                                       | $          | 141,607   |             | $                   | 978,039 |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     | LIABILITIES AND STOCKHOLDERS' DEFICIT |            |           |             |                     |         |             | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Current Liabilities                                                        |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Bank Indebtedness                                                          |               |                     |                                       | $          |           |             |                     | -       |             |  |  |  | 
|                                                       | Accounts payable and accrued                                               |               |                     |                                       | 232,965    |           |             | 90,701              |         |             |  |  |  | 
|                                                       | Other accounts payable                                                     |               |                     |                                       | -          |           |             | 12,663              |         |             |  |  |  | 
|                                                       | Accounts payable to related companies (Note 9)                             | -             |                     |                                       | 121,625    |           |             |                     |         |             |  |  |  | 
|                                                       | Reclamation of mine (Note 7)                                               |               |                     |                                       | -          |           |             | 221,394             |         |             |  |  |  | 
|                                                       | TOTAL CURRENT LIABILITIES                                                  |               | 232,965             |                                       |            | 446,383   |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Long Term Liability                                                        |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Due to Subsidiary                                                          |               |                     |                                       | 429,012    |           |             | -                   |         |             |  |  |  | 
|                                                       | Loan from Catalyst Capital                                                 |               |                     |                                       | 105,000    |           |             | -                   |         |             |  |  |  | 
|                                                       | Loan from Shareholder and Director                                         |               | 441,196             |                                       |            | 347,317   |             |                     |         |             |  |  |  | 
|                                                       | TOTAL LIABILITIES                                                          |               |                     |                                       | 1,208,174  |           |             | 793,700             |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Non Controling Interest                                                    |               |                     |                                       | -          |           |             | 8,648               |         |             |  |  |  | 
|                                                       | 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    |           |             | 819,652             |         |             |  |  |  | 
|                                                       | Accumulated other comprehensive loss                                       |               | -                   |                                       |            | -         |             |                     |         |             |  |  |  | 
|                                                       | Prior period adjustment                                                    |               |                     |                                       | (302,567)  |           |             | (515)               |         |             |  |  |  | 
|                                                       | Deficit accumulated during the development stage                           | (1,625,287)   |                     |                                       | (685,083)  |           |             |                     |         |             |  |  |  | 
|                                                       | TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                       | (1,066,566)   |                     |                                       | 175,691    |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | TOTAL
    LIABILITIES AND STOCKHOLDERS' DEFICIT                            | $
    141,607 |                     |                                       | $978,039   |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | The accompanying notes are an integral part of these financial statements. |               |                     |                                       |            |           |             |                     |         |             |  | 
|                                                       |                                                                            |               |                     | 21                                    |            |           |             |                     |         |             |  |  |  | 
|                                                       | RAZOR RESOURCES INC.                                                       |               |                     |                                       |            |          
|                                                       | (A Nevada Corporation)                                                     |               |                     |                                       |            |          
|                                                       | Statement of Operations                                                    |               |                     |                                       |            |          
|                                                       | (Expressed in U.S. Dollars)                                                |               |                     |                                       |            |          
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | For the years ended |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | April 30,           |         | April   30, |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | 2011                |         | 2010        |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | ( Unaudited)        |         | (Audited)   |  |  |  | 
|                                                       | Revenues                                                                   |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Sales of precious metal                                                    |               |                     |                                       | $          | -         | $           | 252,935             |         |             |  |  | 
|                                                       | Other Income                                                               |               |                     |                                       |            |           | -           |                     | 47      |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | -                   |         | 252,982     |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | General and Administrative Expenses                                        |               |                     |                                       |            |           |             |                     |         |             | 
|                                                       | Investor Relations and Promotion                                           |               | $                   | -                                     | $          |           |             |                     |         |             | 
|                                                       | Rent                                                                       |               |                     | -                                     |            | -         |             |                     |         |             | 
|                                                       | Automobile Expense                                                         |               |                     | -                                     |            | -         |             |                     |         |             | 
|                                                       | Filing Fees                                                                |               |                     | 1,445                                 |            |           |             |                     |         |             | 
|                                                       | Professional Fees                                                          |               |                     | 50,573                                |            | 106,745   |             |                     |         |             | 
|                                                       | Management Fees                                                            |               |                     | 5,977                                 |            | -         |             |                     |         |             | 
|                                                       | Bank Service Charges                                                       |               |                     | 350                                   |            |           |             |                     |         |             | 
|                                                       | Office Costs                                                               |               |                     | 3,382                                 |            |           |             |                     |         |             | 
|                                                       | Travel Costs                                                               |               |                     | 42,626                                |            | 586,431   |             |                     |         |             | 
|                                                       | Meals and Entertainment                                                    |               |                     | 435                                   |            | -         |             |                     |         |             | 
|                                                       | Amortization                                                               |               |                     | -                                     |            | 9,262     |             |                     |         |             | 
|                                                       | Other Operational Expenses                                                 |               |                     |                                       |            | -         |             | 41,273              |         |             |  |  | 
|                                                       | Equity Pickup from Investment in Subsidary                                 |               |                     | -                                     |            |           |             |                     |         |             | 
|                                                       |                                                                            |               |                     |                                       |            |           |             | 104,788             |         | 743,711     |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Loss from operations                                                       |               |                     |                                       |            | (104,788) |             |                     |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Other income (loss)                                                        |               |                     |                                       |            |           |             |                     |         |             |  |  | 
|                                                       | Loss from disposal of invesment in equity                                  |               |                     |                                       | 835,417    |           |             |                     |         |             |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Net Loss Before Minority Interest                                          |               |                     |                                       | (940,205)  |           | (490,729)   |                     |         |             |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Minority Interest                                                          |               |                     |                                       |            |           |             |                     | 3,363   |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Comprehensive loss                                                         |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Net loss for the Period                                                    |               |                     |                                       | $          | (940,205) | $           | (487,366)           |         |             |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | Net Loss Per Share                                                         | $             | (0.009)             | $                                     | (0.01)     |           |             |                     |         |            
|                                                       | Basic and Diluted Loss per Share                                           |               |                     | $                                     | (0.009)    | $         | (0.01)      |                     |         |             |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Weighted Average Number of Shares Outstanding                              |               | 101,305,000         |                                       | 65,137,877 |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | The accompanying notes are an integral part of these financial statements. |               |                     |                                       |           
|                                                       |                                                                            |               |                     |                                       |            | 22        |             |                     |         |             |  |  |  | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 
|                                                       | RAZOR RESOURCES INC.                                                       |               |                     |                                       |            |          
|                                                       | (A Nevada Corporation)                                                     |               |                     |                                       |            |          
|                                                       | Statement of Cash Flows                                                    |               |                     |                                       |            |           |             |                     |         |            
|                                                       | (Expressed in U.S. Dollars)                                                |               |                     |                                       |            |          
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               | For the years ended |                                       |            |           |             |                    
|                                                       |                                                                            |               | April 30,           |                                       | April 30,  |           |             |                     |         |            
|                                                       |                                                                            |               | 2011                |                                       | 2010       |           |             |                     |         |            
|                                                       | Cash Provided by (Used for)                                                |               | (Unaudited)         |                                       | (Audited)  |           |             |                     |         |            
|                                                       | Operating Activities                                                       |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Net loss for the period                                                    | $             | (940,204)           | $                                     | (487,366)  |           |             |                     |         |            
|                                                       | Prior period adjustment                                                    |               | (302,053)           |                                       |            |           |             |                     |         |            
|                                                       | Changes in non-cash working capital items                                  |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Accounts payable and Accrued liabilities                                   |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Minority Interest                                                          |               | (8,648)             |                                       | (3,363)    |           |             |                     |         |            
|                                                       | Equity Pickup from Investment in Subsidiary                                |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Amortization                                                               |               |                     |                                       | 9,262      |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Net changes in non-cash working capital item:                              |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Inventory                                                                  |               | 140,913             |                                       | (8,628)    |           |             |                     |         |            
|                                                       | Accounts receivable                                                        |               | 4,172               |                                       | (4,111)    |           |             |                     |         |            
|                                                       | Deposits and expenses paid in advance                                      |               | 17,845              |                                       | (20)       |           |             |                     |         |            
|                                                       | Accounts payable and accrued liabilities                                   |               | 142,264             |                                       | (24,796)   |           |             |                     |         |            
|                                                       | Other accounts payable                                                     |               | (12,663)            |                                       | 9,274      |           |             |                     |         |            
|                                                       | Accounts payable to related companies                                      |               | (121,625)           |                                       | (43,736)   |           |             |                     |         |            
|                                                       | Reclamation of mine                                                        |               | (221,394)           |                                       | 27,383     |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Net cash provided by (used in) operating activities                        |               | (1,301,393)         |                                       | (526,101)  |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Net Changes in non-cash working capitlism                                  |               |                     |                                       | (44,634)   |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Investing Activities                                                       |               |                     |                                       |            |           |             |                     |         |            
|                                                       | (Investment) in divesture from Subsidiary                                  |               | 773,424             |                                       |            |           |             |                     |         |            
|                                                       | Purchase of Equipment                                                      |               |                     |                                       | (252,896)  |           |             |                     |         |            
|                                                       |                                                                            |               | 773,424             |                                       | (252,896)  |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Financing Activities                                                       |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Share subscription unissued                                                |               |                     |                                       | 500,000    |           |             |                     |         |            
|                                                       | (Repayments) Advances to/from Subsidiary                                   |               | 429,012             |                                       |            |           |             |                     |         |            
|                                                       | Capital stock subscribed                                                   |               |                     |                                       | (18,079)   |           |             |                     |         |            
|                                                       | Loan from Catalyst Capital                                                 |               | 105,000             |                                       | -          |           |             |                     |         |            
|                                                       | Additinanl Paid in Capital                                                 |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Loan from Director                                                         |               |                     |                                       | 324,767    |           |             |                     |         |            
|                                                       | Loan from Shareholder                                                      |               | 93,879              |                                       | (18,646)   |           |             |                     |         |            
|                                                       | Cash provided by financing activities                                      |               | 627,891             |                                       | 788,042    |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Cash (decrease) increase during the year                                   |               | 99,922              |                                       | 9,045      |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Cash , Beginning of year                                                   |               | 8,808               |                                       | (237)      |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Cash, End of year                                                          | $             | $         108,730   | $                                     | 8,808      |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Supplemental Information                                                   |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | Income Taxes Paid                                                          | $             |                     | $                                     | -          |           |             |                     |         |            
|                                                       | Interest Paid                                                              | $             |                     | $                                     | -          |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            | 23            |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       | The accompanying notes are an integral part of these financial statements. |               |                     |                                       |            |          
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |            
|Razor Resources Inc.                                   |                                                                            |               |                     |                                       |            |           |             |                     |         |             | 
|(A Nevada Corporation)                                 |                                                                            |               |                     |                                       |            |           |             |                     |         |             | 
|Statement of Changes in Stockholders’ Equity (Deficit) |                                                                            |               |                     |                                       |            |           |             |                     |         |             | 
|                                                       |                                                                            |               |                     |                                       |            |           |             |                     |         |             |  |  |  | 

|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|------------------------------------------------------------------------------------- | ------------ | ------ | ------ | ------- | ------- | ---------- | --------- | ----------- | ----------------------- | ------------- | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              | Number |        | Capital |         |            |           |             |                         |               | 
|                                                                                      |              | of     |        | at      |         | Additional |           |             | Accumulated             | Total         | 
|                                                                                      |              | Common |        | at Par  |         | Paid-in    |           | Accumulated | prior period adjustment | Stockholders' | 
|                                                                                      |              | Shares |        | Value   |         | Capital    |           | Deficit     | 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 (Audited)                                               | 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   (Audited)                                             | 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                                                                        |              |        |        |         |         |            | (940,205) |             | (940,205)               |              
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|Balance, as at April 30, 2011  (Unaudited)                                            | 101,305,000  | $      | 7,637  | $       | 853,652 | $          | (940,204) | (302,567)   | (381,483)               |              
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        | 24      |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|The accompanying notes are an integral part of the consolidated financial statements. |             
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 
|                                                                                      |              |        |        |         |         |            |           |             |                         |               | 



|  
|--
|  
|25
|  



|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2011 ( Unaudietd)               
|(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.

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 $789,870 to April 30, 2011. 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 is 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. INVESTMENT IN SUBSIDIARY AND SUBSEQUENT EVENTS





The Investment in the subsidiary is stated at the lower of net realizable
value and cost. The company had accounted for this investment on a consolidated basis for its fiscal year ended April 30, 2010.
The comparative figures have been restated to reflect the accounting of this investment on an equity basis for the April 30, 2010
year end.



The change in accounting treatment for the investment in the subsidiary
is due to the default provisions of the Stock Exchange Agreement.



The Stock Exchange Agreement dated February 9, 2010, between Razor
Resources Inc, Mayan Gold Inc and Compania Minera Cerros Del Sur S.A., required Razor Resources Inc to raise equity of $1,500,000
as

per section 7.04( c) . The Agreement also required that two new
directors with mining experience, as per section 7.04(e), to be placed on the company's Board of Directors. These requirements
were to be fulfilled by August 9, 2010.



On August 9, 2010, Mayan Gold Inc issued a Notice of Default to
Razor Resources Inc in accordance with the Stock Exchange Agreement. The period of curement has lapsed and Razor Resources Inc
has not been able to satisfy the conditions as set out in 7.04( c) and 7.04(e)



The default conditions of the Stock Exchange Agreement result in
Razor Resources Inc forfeiting 125,000 common shares of Compania Minera Cerros Del Sure S.A. to Mayan Gold Inc. The resulting forfeiture
reduces the share ownership in the subsidiary from 99% to 36.5%. The company would become a minority interest without the

ability to influence the management of the investment.



Razor Resources Inc has not received a written notification of default
and direction of the share forfeiture as at the time of the issuance of these financial statements.



However through amended agreement with the parties date On November
29, 2010 Razor Resources Inc. ("Razor Resources Inc." or the "Company") announces that an agreement has been
made between the Company, Compania Minera Cerros Del Sur S.A. ("Cerros"), and Mayan Gold, Inc. ("Mayan") to
amend and improve

their previous agreement regarding the ownership and operation by
the Company of the Clavo Rico mine located in the Cholutecca region of Honduras. This agreement to amend the Stock Exchange Agreement
dated February 9, 2010 was completed on November 26, 2010.





On February 9, 2010, Razor acquired 99% of Cerros, which owns the
Clavo Rico mine, through a share exchange agreement with Mayan. In exchange for their interest in Cerros, Mayan received 35.5M
shares

of Razor Resources, Inc. with a valuation of $17.75M USD. In addition,
payment obligations to Mayan totalling $2.0M USD, of which $570,000 has been paid by the Company earlier this year, were agreed
upon. In total, the valuation of the Clavo Rico mine acquisition by the Company approximated $20M USD.





Razor, under the new agreement, has now committed to investing $2.0M
USD over the course of the next six months. These funds will be utilized to upgrade and improve equipment, increase the geological
team, commence an expanded drill program, and construct and install a heap leach pad. The Company is confident that these measures
will lead to an immediate and significant increase in production that will allow the Company to build further shareholder value.



Effect of the amended agreement is reverting the Company's ownership
in in the subsidiary back to original 99%.





NOTE 3. . 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).



|26
|--
|  



(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, 2011 and 2010, the Company had $nil and $nil respectively,
in accumulated other comprehensive loss, from its foreign currency translation.



|27
|--
|  



(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, 2011, 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.



|28
|--
|  



(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.



|29
|--
|  

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. At April 30, 2011, the Company had asset retirement obligations of $221,394 of which $194,011 were
acquired from Compania Minera on February 9, 2010.

(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.





|30
|--
|  



BUSINESS ACQUISITION IN 2010Effective February 9,
2010 the Company acquired 99% of the issued common stock of Compania Minera for equity consideration of 35,500,000 common stock
of the Company, issued at a par value of $0.001 per share, $30,000 cash and consideration payable to a former stockholder of Compania
Minera in the amount of $820,991for 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.

The acquisition has been accounted for using the purchase
method, with the Company identified as the acquirer, and the assets and liabilities of Compania Minera recorded at their fair values.
The results of operations of Compania Minera are included in these consolidated financial statements from February 9, 2010. The
comparative figures for the consolidated balance sheets presented as at April 30, 2009 and the comparative figures for the statements
of comprehensive loss and deficit and cash flows for the periods ended April 30, 2009 do not include Compania Minera.

As management does not consider the resulting future income
tax asset resulting from the allocation of the purchase price to be more likely than not to be recoverable, a valuation allowance
has been provided for the full amount.

|Fair values of net assets acquired:                   |   |         |  
|----------------------------------------------------- | - | ------- | -
|Cash                                                  | $ | 28,522  |  
|Other current assets                                  |   | 105,275 |  
|Property, plant and equipment                         |   | 774,239 |  
|Accounts payable and accrued liabilities              |   | (3,388  | )
|Due to related parties                                |   | (6,146  | )
|                                                      |   | 898,502 |  
|Less: non-controlling interest                        |   | (12,011 | )
|                                                      | $ | 886,491 |  
|                                                      |   |         |  
|Consideration paid:                                   |   |         |  
|Issuance of 35,500,000 common shares at par of $0.001 | $ | 35,500  |  
|Assumption of debt                                    |   | 820,991 |  
|Cash consideration                                    |   | 30,000  |  
|                                                      | $ | 886,491 |  

NOTE 4. INVENTORY

|                |  | 2011 |  |  | 2010    | 
|--------------- |  | ---- |  |  | ------- | 
|                |  | $    |  |  | $       | 
|Gold in process |  | -0-  |  |  | 107,318 | 
|Mining supplies |  | -0-  |  |  | 33,595- | 
|                |  | -0-  |  |  | 140,913 | 

The amount of inventories recognized as an expense during the
year 2010 is $100,275 included in cost of sales. Total inventory impairment for the year 2010 is $12,119.



|31
|--
|  



|
|
|
|
|
|

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

|                               |   | April 30, |  |   | April 30, |  
|------------------------------ | - | --------- |  | - | --------- | -
|                               |   | 2011      |  |   | 2010      |  
|Buildings                      | $ | -0-       |  | $ | 290,958   |  
|Mining-machinery and equipment |   | -0-       |  |   | 382,143   |  
|Vehicles                       |   | -0-       |  |   | 16,260    |  
|Office equipment and furniture |   | -0-       |  |   | 38,242    |  
|Concessions                    |   | -0-       |  |   | 74,329    |  
|                               |   | -0-       |  |   | 801,932   |  
|Less: Accumulated depreciation |   | -0-       |  |   | (9,262    | )
|                               |   | -0-       |  |   | 792,670   |  
|Land                           |   | -0-       |  |   | 13,631    |  
|                               | $ | -0-       |  | $ | 806,301   |  



NOTE 6 . ASSET RETIREMENT OBLIGATIONS

In accordance with ASC No. 410, “Asset Retirement and
Environmental Obligations” (“ASC No. 410”), the Company records the fair value of a liability for an asset retirement
obligation to pay reclamation costs at the end of the mine life in the period in which the asset is acquired and a corresponding
increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and
the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other
than the recorded amount, a gain or loss is recognized. As of April 30, 2011 and 2010, the asset retirement obligation accrued
in the financial statements were $ -0- and $221,394 and $nil respectively.

The following table shows changes in the carrying amount
of the Company's asset retirement obligation for the year ended April 30, 2011:

|Acquired from Compania Minera on February 9, 2010 |   | 194,011 | 
|------------------------------------------------- | - | ------- | 
|Accretion expenses                                |   | 27,383  | 
|Balance, April 30, 2010                           | $ | 221,394 | 





|Balance, April 30, 2011 | $ | -0-
|----------------------- | - | ---



|32
|--
|  



|
|
|
|
|
|

NOTE 7. 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, 2011.

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 8. 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.

The Company considers Mayan Gold Inc. as a related company
since it is a party of the share exchange agreement with Compania Minera and its stockholders were the same of Compania Minera
before the acquisition. Pursuant to the exchange agreement, the Company shall assign certain concession for a total of $251,178
(4,779,257 Lempiras) and pay $599,813 (11,384,468 Lempiras) to Mayan Gold Inc. for inventory of all reimbursable assets including
cash, diesel, cyanide, and activated carbon in stock as well as the ounces of pure gold actually loaded in the processing vats
at the mine in Honduras on February 2, 2010. As of April 30, 2011, the Company owed $121,545 to Mayan Gold Inc.

Balance of loans from related party as of April 30, 2011
were $ 441,196.





|34
|--
|  



|
|
|
|
|
|

NOTE 9. . COMPROMISES AND CONTINGENCIES

| | 1. | The Company’s subsidiary has signed leasing contracts for office and warehouse space. These contracts do not have termination date; future payments under them will be $30,000 per year.                                                                                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2. | Revenue tax statements for the last five years have not yet been reviewed by Honduran fiscal authorities. The management of the Company’s subsidiary thinks that no major monetary adjustments would result from these reviews that could affect its financial position.                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3. | In February 2006, inhabitants of the Community El Corpus, invaded the terrain where is located part of the mineral reserve of the Compania Minera names “La Reyna”. This invasion happened to extract mineral from this reserve. Based on this fact, and on the bilateral agreement between the United States of America and Honduras, Compania Minera requested protection from the State of Honduras.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | On October 2, 2006, the Company submitted an administrative damage claim to the Honduran Ministry of Natural Resources and Environment because the State of Honduras had not provided the Company the duly protection to its investments. As at April 30, 2011, no determination had been made on this issue.                                                                                          

NOTE 10. INCOME TAXES

The Company has losses that total $688,446 for income tax
purposes that may be carried forward to be applied against future taxable income. The benefit of a potential reduction in future
income taxes has not been recorded as an asset at April 30, 2011 as it is reduced to nil by a valuation allowance, due to uncertainty
of the application of losses.

|                        |   | 2011     |   |  | 2010     |  
|----------------------- | - | -------- | - |  | -------- | -
|Deferred tax assets     | $ | 568,850  |   |  | 234,072  |  
|Valuation allowance     | $ | (568,850 | ) |  | (234,072 | )
|Net deferred tax assets | $ | -        |   |  | -        |  

A reconciliation between the statutory federal income tax rate
and the effective income rate of income tax expense for the fiscal periods ended April 30, 2010 and 2009 is as follows:

|                                  |  | 2011   |  |  | 2010   | 
|--------------------------------- |  | ------ |  |  | ------ | 
|Statutory federal income tax rate |  | -34.0% |  |  | -34.0% | 
|Valuation allowance               |  | 34.0%  |  |  | 34.0%  | 
|Effective income tax rate         |  | 0.0%   |  |  | 0.0%   | 

NOTE 11. . SUBSEQUENT EVENTS

According to the share exchange agreement, the Company is
required to raise additional capital of $1,500,000 before August 9, 2010. As of the report date of issuance of these financial
statements ,, the Company did not meet this condition. However, the shareholders of Mayan Gold have not indicated that they will
enforce the terms of the share agreement and are continuing to work with the Company.



|35
|--
|  







|
|
|









|
|
|



|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, 2011, 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, 2011. 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, 2011, 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

|36
|--
|  

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, 2011 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      
|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     

Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five years, indicating each person's principal occupation
during the period, and the name and principal business of the organization by which he was employed.



Gregory Rotelli – President, Secretary and Director



Mr. Rotelli is Principal of Pacific Coast Capital Group, LLC and
has over 25 years experience in senior management for both public and early-stage private companies, including former Chief Operating
Officer for Direct Stock Market, an online investment bank for emerging growth venture capital financing. Mr. Rotelli has held
lead positions in both technology start-ups as well as with established public companies. Mr. Rotelli holds a BA degree in Classics
from BrownUniversity in Rhode Island in 1982. He was deemed a Distinguished Scholar at the Regent University in Virginia, where
he received his MBA in Marketing and Management in 1985. Mr. Rotelli serves on the boards of directors and strategic advisory boards
of several technology, oil & gas, financial services and healthcare companies.





Sam Nastat – President and Director



Mr. Nastat has been involved with the resource sector of the capital
markets for over 20 years. He has spent 14 years as director of oilfield project development, andin the 1990's he operated the
Tule Canyon Mine in Gold Point Nevada.Mr. Nastat has served as a private client group consultant at Merrill Lynch where he garnered
extensive experience in IPO and new venture funding. His direct operational experience within the resource sector, and general
business acumen will prove to be a valuable asset to Razor Resources Inc.







Kelly Fielder – President, Secretary and Director

Mr. Fielder was elected a director and appointed as president
and secretary on March 19, 2009.

Mr. Fielder is currently Chief Executive Officer and a Director
of Resilient Energy Inc. which is a reporting corporation with the Securities and Exchange Commission. Incorporated in the State
of Delaware, Resilient

|37
|--
|  

is involved in the North American oil and gas industry. Having
served on the board of directors of several reporting public and private companies in North America including Holloman Energy Inc.,
Sharps Elimination Technologies Inc., and Spectrum Meditech Inc., Mr. Fielder brings with him considerable experience in mergers
and acquisitions, and corporate re-organizations as well an extensive regulatory and legal background dealing with North American
stock exchanges and the Sarbanes Oxley Act.

Steven E. Fisher - Director

Mr. Fisher was elected a director on June 2, 2008.

Mr. Fisher has been actively involved in the oil and gas
industry for over 30 years. From 1998 to 2001 he acted as Chief Executive Officer of AS Testing & Tools, the second largest
oilfield rental business in California at the time, specializing in pressure control equipment. From 1990 to 1998 Mr. Fisher was
the Chief Operating Officer of Bakersfield Energy Resources, where he operated Mission’s Belridge oil property and administered
its sale from March 1990 to March 1991. In 1992 Mr. Fisher assisted the Belridge oilfield in the purchase of a gas processing plant
and obtained an oil and gas lease that delivered approximately 13MMCF/day to customers in the Los Angeles area. The liquids that
were fractioned sold approximately 750 barrels/day propane, iso, normal butane, and natural gas liquids to customers throughout
the Western states. Mr. Fisher received a Bachelor of Science in Petroleum Engineering from the Montana College of Mineral Science
and Technology.

Paul Campbell Gladston – Director

Mr. Gladston was elected a director on June 16, 2010.

Mr. Gladston is a former non-commissioned and commissioned
officer in the parachute regiment and a graduate of the Royal Military Academy Sandhurst (RMAS) and Junior Division Staff College,
Camberly, UK. He spent 12 years (1982-1994) as a soldier and commissioned officer in an operational parachute battalion serving
internationally with the British Army in Central America, Northern Europe, East Africa (Somalia) and two years in Northern Ireland.

Mr. Gladston is a certified protection professional (CPP)
with the American Society for Industrial Security and has over 15 years as a security professional with experience in corporate
and industrial security in North America, the Middle East and Africa. Since 2004, Mr. Gladston has been a security consultant to
international mining, oil and gas and communications companies where he provides consulting services in mine security and specialty
services in precious metals security. Mr. Gladston has worked with internal audit departments assessing and developing accountability
and controls for gold milling, refining, shipping and sales and has provided assistance in the design, construction and development
of policies and procedures from exploration and feasibility phases through construction into production.

Gerardo A Flores - Vice President of Operations

Mr. Flores was appointed Vice President of Operations on
June 16, 2010.

From 2003 to 2006, Gerardo A. Flores was an assistant manager
at Compañía Minera Cerros del Sur, a private corporation which has become our subsidiary, where he acted as a liaison
between the company, government and the community of Tegucigalpa, Honduras. Within the same period of time, Mr. Flores was also
an assistant manager at Broadcast International Inc., a company based in Salt Lake that engages in the installation, management
and support of private communication networks for large organizations in the United States. He was responsible for maintaining
the company’s private customers’ accounts.

From 2006 to present, Mr. Flores is the general manager of
Compañía Minera Cerros del Sur (Mina Clavo Rico), Cerros del Sur de Panamá (Mina Potosí) and Cía
Minera Cerros del Rio (Mina Transito), where he manages the operations of the companies on a day-to-day basis.

|38
|--
|  

Mr. Flores holds undergraduate degrees in civil engineering
and a master of science in herpetology from the Universidad Autónoma de Honduras located in Tegucigalpa, Honduras and also
a bachelor of science from West Minister College located in Salt Lake City, Utah.

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
|---------------------- | ----------------------- | ------------------------------------------------------ | --------------------------------
|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, 2011 and 2010; 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:

|41
|--
|  



|SUMMARY COMPENSATION TABLE                                   
|-------------------------------------------------------------
|Name  and Principal  Position                                
|Gregory Rotelli (1)
        President, Secretary and Director
|Sam Nastat(2)
        President and Director                 
|Kelly Fielder(3)President and Secretary                      
|Duncan Bain(4)President and Secretary                        





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



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



|(3) | Mr. Fielder was appointed president and secretary of our company on March 19, 2009.                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                           
|(4) | 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, 2011, 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, 2011 or April 30, 2010 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, 2011.

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, 2011.

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.

|42
|--
|  

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 July 29, 2011, 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)
|------------------------------------------------------ | ------------------------------------------- | -----------------------
|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 Gregory
Rotelli. We have determined that Gregory Rotelli 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, 2011 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
|------------------ | --------------------
|                   | 2011  ($)           
|Audit Fees         | 4,200               
|Audit Related Fees | Nil                 
|Tax Fees           | Nil                 
|All Other Fees     | 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/ Gregory Rotelli                                          
| | Gregory Rotelli                                              
| | President, Secretary and Director                            
| | (Principal Executive Officer, Principal Financial Officer and
| | Principal                                                    
| | Accounting Officer)                                          
| |                                                              
| | Date: August 15, 2011                                        

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/ Gregory Rotelli |  | President, Secretary and Director | August 15, 2011
|Gregory Rotelli     |  |                                   |                
|                    |  |                                   |                
|                    |  |                                   |                
|                    |  |                                   |                
|                    |  |                                   |                



|46
|--