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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year endedApril 30, 2009

[   ]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.)
|                                                                     |                                     
|14781 Memorial Drive, Suite 1136, Houston, TX                        | 77079                               
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|Registrant's telephone number, including area code:                  | 310.706.4009                        

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:

N/A(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 ActYes [   ]     No **[X]**

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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 [X]     No [   ]

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on August 10, 2009 was $9,683,250 based on
a $0.15 closing price for the Common Stock on August 7, 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.

**64,805,000 shares of common stock issued &
outstanding as of August 10, 2009**

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item 1.      | Business                                                                                             | 4 
|------------ | ---------------------------------------------------------------------------------------------------- | --
|             |                                                                                                      |   
|Item 1A.     | Risk Factors                                                                                         | 6 
|             |                                                                                                      |   
|Item 2.      | Properties                                                                                           | 9 
|             |                                                                                                      |   
|Item 3.      | Legal Proceedings                                                                                    | 9 
|             |                                                                                                      |   
|Item 4.      | Submissions of Matters to a Vote of Security Holders                                                 | 9 
|             |                                                                                                      |   
|Item 5.      | Market for Common Equity and Related Stockholder Matters                                             | 9 
|             |                                                                                                      |   
|Item 6.      | Selected Financial Data                                                                              | 11
|             |                                                                                                      |   
|Item 7.      | Managements Discussion and Analysis of Financial Condition
      and Results of Operations          | 11
|             |                                                                                                      |   
|Item 7A.     | Quantitative and Qualitative Disclosures About Market Risk                                           | 15
|             |                                                                                                      |   
|Item 8.      | Financial Statements and Supplementary Data                                                          | 15
|             |                                                                                                      |   
|Item 9.      | Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure           | 16
|             |                                                                                                      |   
|Item 9A (T). | Controls and Procedures                                                                              | 16
|             |                                                                                                      |   
|Item 9B.     | Other Information                                                                                    | 17
|             |                                                                                                      |   
|Item 10.     | Directors, Executive Officers and Corporate Governance                                               | 17
|             |                                                                                                      |   
|Item 11.     | Executive Compensation                                                                               | 20
|             |                                                                                                      |   
|Item 12.     | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters | 22
|             |                                                                                                      |   
|Item 13.     | Certain Relationships and Related Transactions, and Director
      Independence                      | 23
|             |                                                                                                      |   
|Item 14.     | Principal Accountants Fees and Services                                                              | 23
|             |                                                                                                      |   
|Item 15.     | Exhibits, Financial Statement Schedules                                                              | 24

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PART I

Item
1.           Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

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

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

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

Corporate History

The address of our principal executive office is Suite 1136,
14781 Memorial Drive, Houston, Texas 77079. Our telephone number is
310.706.4009.

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

We do not have any subsidiaries.

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

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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.

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.

On May 1, 2008, we entered into a return to treasury agreement
with Bing Wong and Rong Xing Yang, former directors and officers of our company.
Pursuant to the agreement, Bing Wong had agreed to the return and cancellation
of 37,500,000 shares of our common stock held by him and Rong Xing Yang had
agreed to the return and cancellation of 7,482,150 shares of our common stock
held by him. The share cancellation was done in error and the shares have been
reinstated to the shareholders, with the exception of five million shares held
by Bing Wong which remain cancelled.

We believed that our previous management had entered into a
letter of intent to participate as a working interest partner in the drilling
and completion of an oil and gas prospect in Eastern Idaho. Upon further
investigation, current management has elected not to pursue any proposed
acquisition of a working interest on the Idaho prospect as no binding or
enforceable agreement had been entered into with Striker Petroleum LLC, as they
did not own any interest in the prospect.

On June 30, 2008, we entered into a return to treasury
agreement with Drew Simpson, a former director and officer of our company.
Pursuant to the agreement, Drew Simpson agreed to the return and cancellation of
7,500,000 shares of our common stock held by him.

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 are an exploration stage company engaged in the acquisition
of mineral claims and exploration of mineral property and since inception have
not engaged in any other business activities. Activities to date have consisted
solely of the staking of mining claims.

Our management is currently evaluating other potential business
opportunities that might be available to our company. Our management will begin
analyzing various alternatives available to our company to ensure our survival
and to preserve our shareholder's investment in our common shares. This analysis
will include sourcing additional forms of financing to continue in mineral
exploration, or mergers and/or acquisitions. At this stage in our operations, we
believe either course is acceptable, as our operations have not been profitable
and the exploration results have not been positive.

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,

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taxes, labor standards, occupational health, waste disposal,
protection of the environment, mine safety, hazardous substances and other
matters.

We believe that we are and will continue to be in compliance in
all material respects with applicable statutes and the regulations passed in
Colombia and the United States. There are no current orders or directions
relating to our company with respect to the foregoing laws and regulations.

Employees

Currently our only employee is our sole director and officer.
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.

Going Concern

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

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

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

REPORTS TO SECURITY HOLDERS

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

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

Item 1A.        Risk
Factors

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

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

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RISKS RELATED TO OUR BUSINESS

Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue activities in which case you
could lose your investment.

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. As such we may have to cease activities and you could
lose your investment.

Because the probability of an individual prospect ever
having reserves is extremely remote, any funds spent on exploration will
probably be lost.

The probability of an individual prospect ever having reserves
is extremely remote. In all probability, the property does not contain any
reserves. As such, any funds spent on exploration will probably be lost which
will result in a loss of your investment.

We lack an operating history and have losses which we expect
to continue into the future. As a result, we may have to suspend or cease
activities.

We were incorporated on February 23, 2001 and we have not
realized any revenues. We have no operating history upon which an evaluation of
our future success or failure can be made. Our net loss from inception to April
30, 2009 is $197,717. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:

- our ability to locate a profitable mineral property
- our ability to generate revenues
- our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses
in future periods. This will happen because there are expenses associated with
the research and exploration of our mineral properties. As a result, we may not
generate revenues in the future. Failure to generate revenues will cause us to
suspend or cease activities.

Our management is currently seeking out potential business
opportunities and there are numerous risks associated with any potential
business opportunity.

We intend to use reasonable efforts to acquire or complete
potential business opportunities that our management determines is in the best
interests of our shareholders. Such combinations will be accompanied by risks
commonly encountered in acquisitions. Failure to manage and successfully
integrate acquisitions we make could harm our business, our strategy and our
operating results in a material way.

Because our management only has limited technical training
or experience in exploring for, starting, and operating an exploration program,
management's decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
As a result, we may have to suspend or cease activities which will result in the
loss of your investment.

Our management has limited experience with exploring for,
starting, and operating an exploration program. Further, our management has no
direct training or experience in these areas and as a result may not be fully
aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
Consequently our activities, earnings and ultimate financial success could
suffer irreparable harm due to managements lack of experience in this industry.
As a result we may have to suspend or cease activities which will result in the
loss of your investment.

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Because we are small and do not have much capital, we may
have to limit our exploration activity which may result in a loss of your
investment.

Because we are small and do not have much capital, we must
limit our exploration activity. As such we may not be able to complete an
exploration program that is as thorough as we would like. In that event, an
existing reserve may go undiscovered. Without a reserve, we cannot generate
revenues and you will lose your investment.

We may not have access to all of the supplies and materials
we need to begin exploration which could cause us to delay or suspend
activities.

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
dynamite, and certain equipment such as bulldozers and excavators that we might
need to conduct exploration. We have not attempted to locate or negotiate with
any suppliers of products, equipment or materials. If we cannot find the
products and equipment we need, we will have to suspend our exploration plans
until we do find the products and equipment we need.

RISKS RELATED TO OUR COMMON STOCK

Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance.

In the past, following periods of volatility in the market
price of a companys securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of managements attention and resources.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations 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

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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.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
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, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
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 and have an adverse effect on the market for our shares.

Item
1B.        Unresolved Staff Comments

None.

Item
2.           Properties

We do not own any real property. Our principal business offices
are located at is Suite 1136, 14781 Memorial Drive, Houston, Texas 77079. We
currently lease our space at an annual cost of $0. We believe that our current
lease arrangements provide adequate space for our foreseeable future needs.

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.           Submissions
of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended April 30, 2009.

PART II

Item
5.           Market for
Common Equity and Related Stockholder Matters

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

National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter Ended
    High
    LowApril 30, 2009
    $N/A
    $N/AJanuary 31, 2009
    $0.30
    $0.15October 31, 2008
    $0.35
    $0.15July 31, 2008
    $0.70
    $0.41


9

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National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter Ended
    High
    LowApril 30, 2008
    $0.9555
    $0.41January 31, 2008
    $0.55
    $0.55October 31, 2007
    $N/A
    $N/AJuly 31, 2007
    $1.60
    $1.60April 30, 2007
    $2.25
    $1.5


(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 July 21, 2009, the list of stockholders for our shares of
common stock showed 35 registered stockholders and 64,805,000 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, 2009.

|                                                                 |                      |                      | 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, 2009.

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Recent Sales of Unregistered Securities

None.

Item
6.           Selected
Financial Data

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

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

The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended April 30,
2009 and April 30, 2008 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 locating and acquiring a suitable resources project please expand if
needed.

We are currently seeking opportunities in all industry sectors.
We anticipate that any new acquisition or business opportunities by our company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our company requires additional financing and we are unable to
acquire such funds, our business may fail.

Not accounting for our working capital deficit of $115,221, we
require additional funds of approximately $10,000 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.

Even if we are able to acquire an interest in a mineral or oil
and gas property or enter into a non-resource business opportunity and obtain
the necessary funding, there is no assurance that any revenues would be
generated by us or that revenues generated would be sufficient to provide a
return to investors

Capital Expenditures

We do not intend to invest in capital expenditures during the
twelve-month period ending April 30, 2010.

General and Administrative Expenses

We expect to spend $10,000 during the twelve-month period
ending April 30, 2010 on general and administrative expenses including legal and
auditing fees, rent, office equipment and other administrative related
expenses.

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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, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending April 30, 2010.

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. As at April 30, 2009, our
only employees was our directors and officer.

Results of Operations for the Years Ended April 30, 2009 and
2008

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
April 30, 2009 and 2008.

Our operating results for the years ended April 30, 2009 and
2008 are summarized as follows:

Year EndedApril 302009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      39,424
      
      $
      25,440Net Loss
      $
      39,424
      
      $
      25,440


Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.

Operating Expenses

Our operating expenses for the year ended April 30, 2009 and
April 30, 2008 are outlined in the table below:

Year EndedApril 302009
      
      
      2008Filing fees
      $
      3,539
      
      $
      1,984Professional fees
      $
      21,207
      
      $
      12,935Management fees
      $
      3,000
      
      $
      NilFacilities costs
      $
      1,088
      
      $
      1,317Office costs
      $
      6,542
      
      $
      5,545Travel costs
      $
      3,675
      
      $
      3,435Registered fees
      $
      Nil
      
      $
      NilMineral property cost
      $
      Nil
      
      $
      NilBank service charges
      $
      372
      
      $
      224


The increase in operating expenses for the year ended April 30,
2009, compared to the same period in fiscal 2008, was mainly due to an increase
in filing fees, professional fees and management fees.

12

---

Liquidity and Financial Condition

As of April 30, 2009, our total assets were $Niland our
total current liabilities were $115,221 and we had a working capital deficit of
$115,221. Our financial statements report a net loss of $39,424 for the year
ended April 30, 2009, and a net loss of $197,717 for the period from February
26, 2002 (date of inception) to April 30, 2009.

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 FlowsAt
    
    
    AtApril 30, 2009
    
    
    April 30, 2008Net Cash (Used in) Operating
      Activities
    $
    (12,663
    )
    $
    (18,717
    )Net Cash Provided by (Used In) Investing
      Activities
    $
    Nil
    
    $
    NilNet Cash Provided by
      Financing Activities
    $
    11,593
    
    $
    19,452Cash (decrease) increase during the
      year
    $
    (1,070
    )
    $
    736


We had cash in the amount of $Nil as of April 30, 2009 as
compared to $833 as of April 30, 2008. We had a working capital deficit of
$115,221 as of April 30, 2009 compared to working capital deficit of $87,390 as
of April 30, 2008.

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.

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.

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.

13

---

Income Taxes

Provisions for income taxes are based on taxes payable or
refundable for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and 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 FASB Statement No. 109, Accounting for Income Taxes. 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

Our company adopted Statement of Financial Accounting Standards
No. 128 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 contacts to issue common stock were exercised
or converted into common stock. In accordance with FASB 128, any anti-dilutive
effects on net loss per share are excluded.

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.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, Defining
Fair Value Measurement(SFAS No. 157), which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The adoption of SFAS No. 157 is not expected
to have a material impact on our companys financial condition or results of
operations.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities(SFAS No.
159). SFAS No. 159, permits entities to choose to measure many financial
instruments, and certain other items, at fair value. SFAS No. 159 applies to
reporting periods beginning after November 15, 2007. The adoption of SFAS No.
159 is not expected to have a material impact on our companys financial
condition or results of operations.

In February 2008, FASB issued FSP SFAS No. 157-2, Effective
date of FASB statement No. 157(FSP SFAS 157-2). FSP SFAS 157-2 delays the
effective date of SFAS No. 157, Fair Value Measurementto fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years.

14

---

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:

| | Independent Auditor's Report, dated August 10, 2009.                                                                                
| | ------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                     
| | Audited Balance Sheet as at April 30, 2009.                                                                                         
| |                                                                                                                                     
| | Audited Statements of Operations for the year ended April
      30, 2009 and for the year ended April 30, 2008.                     
| |                                                                                                                                     
| | Audited Statements of Changes in Stockholders' Equity for
      the year ended April 30, 2009 and for the year ended April 30, 2008.
| |                                                                                                                                     
| | Audited Statements of Cash Flows for the year ended April
      30, 2009 and for the year ended April 30, 2008.                     
| |                                                                                                                                     
| | Notes to the Financial Statements.                                                                                                  

15

---

August 10, 2009

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of:
                              
Razor Resources Inc. (A Development Stage Company)

We have audited the accompanying balance sheet of Razor
Resources Inc. (A Development Stage Company) as at April 30, 2009 and
the statements of stockholders' equity, operations and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion of these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principals used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at April 30, 2009 and the results of its operations and cash flows for the
year then ended, in conformity with the accounting principals generally accepted
in the United States of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company incurred losses from operations since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fund its operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plan in regards to this matter is also discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Yours truly,

FAZZARI + PARTNERS LLPChartered Accountants
Licensed Public Accountants

Vaughan, Ontario

F-1

---

|RAZOR RESOURCES INC.                        
|--------------------------------------------
|(A Nevada Corporation)                      
|Balance Sheet                               
|April 30, 2009                              
|(With Comparative Figures at April 30, 2008)
|(Expressed in
      U.S. Dollars)           

|                                                                       |   | April 30 |   |   | April 30 |  
|---------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                       |   | 2009     |   |   | 2008     |  
|                                                                       |   |          |   |   |          |  
|ASSETS                                                                 |  
|Cash                                                                   | $ | -        |   | $ | 833      |  
|                                                                       |   |          |   |   |          |  
|TOTAL
      ASSETS                                                     | $ | -        |   | $ | 833      |  
|                                                                       |   |          |   |   |          |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                            |  
|                                                                       |   |          |   |   |          |  
|Current Liabilities                                                    |   |          |   |   |          |  
|Bank indebtedness                                                      | $ | 237      |   | $ | -        |  
|Accounts payable
      and accrued                                     | $ | 114,984  |   | $ | 88,223   |  
|TOTAL CURRENT LIABILITIES                                              |   | 115,221  |   |   | 88,223   |  
|Long Term Liability                                                    |   |          |   |   |          |  
|Loan from Shareholder and Director                                     | $ | 41,196   |   | $ | 29,602   |  
|TOTAL
      LIABILITIES                                                | $ | 156,417  |   | $ | 117,825  |  
|                                                                       |   |          |   |   |          |  
|Stockholders' Deficit                                                  |   |          |   |   |          |  
|Capital Stock                                                          |   |          |   |   |          |  
|Authorized:                                                            |   |          |   |   |          |  
|1,050,000,000
      common shares at $0.001 par value                  |   |          |   |   |          |  
|75,00,000 preferred shares at
      $0.001 par value                   |   |          |   |   |          |  
|Issued and fully paid                                                  |   |          |   |   |          |  
|64,805,000 common shares at par
      value of $0.001 per share (2008: |   |          |   |   |          |  
|79,755,000
      common shares at par value of $0.001 per share)       |   | 5,137    |   |   | 5,137    |  
|Additional paid in capital                                             |   | 36,163   |   |   | 36,163   |  
|Deficit, accumulated during the exploration stage                      |   | (197,717 | ) |   | (158,293 | )
|TOTAL
      STOCKHOLDERS' DEFICIT                                      |   | (156,417 | ) |   | (116,993 | )
|                                                                       |   |          |   |   |          |  
|TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT                      | $ | -        |   | $ | 833      |  

See Accompanying Notes

F-2

---

|RAZOR RESOURCES INC.             
|---------------------------------
|(A Nevada Corporation)           
|Statement of Operations          
|(Expressed in
      U.S. Dollars)

|                                              |  |               |   |  |               |   |  | Inception   |  
|--------------------------------------------- |  | ------------- | - |  | ------------- | - |  | ----------- | -
|                                              |  |               |   |  |               |   |  | Date of     |  
|                                              |  | Twelve Months |   |  | Twelve Months |   |  | February 15 |  
|                                              |  | Ended         |   |  | Ended         |   |  | 2002 to     |  
|                                              |  | April 30      |   |  | April 30      |   |  | April 30    |  
|                                              |  | 2009          |   |  | 2008          |   |  | 2009        |  
|Revenues                                      |  |               |   |  |               |   |  |             |  
|Consulting Income                             |  | -             |   |  | -             |   |  | 8,000       |  
|                                              |  |               |   |  |               |   |  |             |  
|General and Administration Expenses           |  |               |   |  |               |   |  |             |  
|Rent                                          |  |               |   |  |               |   |  |             |  
|Filing Fees                                   |  | 3,539         |   |  | 1,984         |   |  | 8,572       |  
|Professional Fees                             |  | 21,207        |   |  | 12,935        |   |  | 133,197     |  
|Management Fees                               |  | 3,000         |   |  | -             |   |  | 14,250      |  
|Facilities Costs                              |  | 1,088         |   |  | 1,317         |   |  | 26,405      |  
|Office Costs                                  |  | 6,542         |   |  | 5,545         |   |  | 12,087      |  
|Travel Costs                                  |  | 3,675         |   |  | 3,435         |   |  | 7,110       |  
|Registered Fees                               |  | -             |   |  | -             |   |  | 250         |  
|Mineral Property Cost                         |  | -             |   |  | -             |   |  | 2,500       |  
|Bank Service
      Charges                    |  | 372           |   |  | 224           |   |  | 1,346       |  
|                                              |  | 39,424        |   |  | 25,440        |   |  | 205,717     |  
|                                              |  |               |   |  |               |   |  |             |  
|Net Loss for the Year                         |  | (39,424       | ) |  | (25,440       | ) |  | (197,717    | )
|                                              |  |               |   |  |               |   |  |             |  
|Net Loss Per Share                            |  | (0.00         | ) |  | (0.00         | ) |  |             |  
|Basic and Diluted Loss per Share              |  | (0.00         | ) |  | (0.00         | ) |  |             |  
|                                              |  |               |   |  |               |   |  |             |  
|Weighted Average Number of Shares Outstanding |  | 64,805,000    |   |  | 79,755,000    |   |  |             |  

See Accompanying Notes

F-3

---

|RAZOR RESOURCES INC.             
|---------------------------------
|(A Nevada Corporation)           
|Statement of Cash Flows          
|(Expressed in
      U.S. Dollars)

|                                            |  |               |   |  |               |   |  | Inception   |  
|------------------------------------------- |  | ------------- | - |  | ------------- | - |  | ----------- | -
|                                            |  |               |   |  |               |   |  | Date of     |  
|                                            |  | Twelve Months |   |  | Twelve Months |   |  | February 15 |  
|                                            |  | Ended         |   |  | Ended         |   |  | 2002 to     |  
|                                            |  | April 30      |   |  | April 30      |   |  | April 30    |  
|                                            |  | 2009          |   |  | 2008          |   |  | 2009        |  
|                                            |  |               |   |  |               |   |  |             |  
|Cash Provided by (Used for)                 |  |               |   |  |               |   |  |             |  
|Operating Activities                        |  |               |   |  |               |   |  |             |  
|Net Loss for the period                     |  | (39,424       | ) |  | (25,440       | ) |  | (197,717    | )
|Changes in non-cash working capital items   |  |               |   |  |               |   |  |             |  
|Accounts Payable and Accrued Liabilities    |  | 26,761        |   |  | 6,723         |   |  | 114,984     |  
|                                            |  | (12,663       | ) |  | (18,717       | ) |  | (82,733     | )
|                                            |  |               |   |  |               |   |  |             |  
|Investing
      Activities                  |  |               |   |  |               |   |  |             |  
|                                            |  |               |   |  |               |   |  |             |  
|Financing Activities                        |  |               |   |  |               |   |  |             |  
|Capital stock subscribed                    |  |               |   |  | -             |   |  | 41,300      |  
|Due to Director                             |  | 9,598         |   |  | -             |   |  |             |  
|Loan from Shareholder                       |  | 1,995         |   |  | 19,452        |   |  | 43,101      |  
|Cash provided by
      financing activities |  | 11,593        |   |  | 19,452        |   |  | 84,401      |  
|                                            |  |               |   |  |               |   |  |             |  
|Cash (decrease) increase                    |  | (1,070        | ) |  | 736           |   |  | 1,668       |  
|during the year                             |  |               |   |  |               |   |  |             |  
|Cash, Beginning
      of year               |  | 833           |   |  | 98            |   |  | -           |  
|                                            |  |               |   |  |               |   |  |             |  
|(Bank
      indebtedness) cash, End of year |  | (237          | ) |  | 833           |   |  | 1,668       |  
|                                            |  |               |   |  |               |   |  |             |  
|Supplementary Information                   |  |               |   |  |               |   |  |             |  
|Income Taxes Paid                           |  | -             |   |  | -             |   |  | -           |  
|Interest Paid                               |  | -             |   |  | -             |   |  | -           |  

See Accompanying Notes

F-4

---

RAZORRESOURCESINC. (ANevadaCorporation)StatementofStockholders'Deficit from the Date ofInceptionto
Fiscal Year Ended April 30, 2009(Expressedin U.S.Dollars)

|                                        |  | Price |  |  | Number of |  |  | **Capital Stock** |  |  | Additional |  |  |         |   |  | Total         |  
|--------------------------------------- |  | ----- |  |  | --------- |  |  | ----------------- |  |  | ---------- |  |  | ------- | - |  | ------------- | -
|                                        |  | Per   |  |  | Common    |  |  | at Par            |  |  | Paid-in    |  |  |         |   |  | Stockholders' |  
|                                        |  | Share |  |  | Shares    |  |  | Value             |  |  | Capital    |  |  | Deficit |   |  | Deficit       |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Balance, February 26,
      2002        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Shares issued
      (April 19, 2002)    |  | 0.001 |  |  | 3,750,000 |  |  | 3,750             |  |  | -          |  |  | -       |   |  | 3,750         |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Net loss for the
      period from date |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|of inception on February 15,
      2003 |  |       |  |  |           |  |  |                   |  |  |            |  |  | (27     | ) |  | (27           | )
|to April 30, 2002                       |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Balance, April 30, 2002                 |  |       |  |  | 3,750,000 |  |  | 3,750             |  |  | -          |  |  | (27     | ) |  | 3,723         |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Shares issued (May 28, 2002)            |  | 0.001 |  |  | 750,000   |  |  | 750               |  |  |            |  |  |         |   |  | 750           |  
|Shares issued
      (November 13, 2002) |  | 0.001 |  |  | 250,000   |  |  | 250               |  |  |            |  |  |         |   |  | 250           |  
|Shares issued (November 21,
      2002) |  | 0.100 |  |  | 5,000     |  |  | 5                 |  |  | 495        |  |  |         |   |  | 500           |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Net loss for the year ended             |  |       |  |  |           |  |  |                   |  |  |            |  |  | (1,226  | ) |  | (1,226        | )
|April 30, 2003                          |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Balance, April 30, 2003                 |  |       |  |  | 4,755,000 |  |  | 4,755             |  |  | 495        |  |  | (1,253  | ) |  | 3,997         |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Shares issued (October 27, 2003)        |  | 0.100 |  |  | 9,000     |  |  | 9                 |  |  | 891        |  |  |         |   |  | 900           |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Net loss for the year ended             |  |       |  |  |           |  |  |                   |  |  |            |  |  | (4,397  | ) |  | (4,397        | )
|April 30, 2004                          |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Balance, April 30, 2004                 |  |       |  |  | 4,764,000 |  |  | 4,764             |  |  | 1,386      |  |  | (5,650  | ) |  | 500           |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Shares issued (October 27, 2004)        |  | 0.100 |  |  | 9,000     |  |  | 9                 |  |  | 891        |  |  |         |   |  | 900           |  
|Shares issued
      (February 22, 2005) |  | 0.100 |  |  | 100,000   |  |  | 100               |  |  | 9,900      |  |  |         |   |  | 10,000        |  
|Shares issued (March 15, 2005)          |  | 0.100 |  |  | 240,000   |  |  | 240               |  |  | 23,760     |  |  |         |   |  | 24,000        |  
|                                        |  |       |  |  |           |  |  |                   |  |  |            |  |  |         |   |  |               |  
|Share subscription unissued             |  | 0.001 |  |  | 250,000   |  |  | 250               |  |  |            |  |  |         |   |  | 250           |  

F-5

---

RAZORRESOURCESINC. (ANevadaCorporation)StatementofStockholders'Deficit from the Date ofInceptionto
Fiscal Year Ended April 30, 2009(Expressedin U.S.Dollars)

|                                  |  | **Price** |  |  | Number of   |   |  | Capital Stock |   |  | Additional |  |  |          |   |  | Total         |  
|--------------------------------- |  | --------- |  |  | ----------- | - |  | ------------- | - |  | ---------- |  |  | -------- | - |  | ------------- | -
|                                  |  | **Per**   |  |  | Common      |   |  | at Par        |   |  | Paid-in    |  |  |          |   |  | Stockholders' |  
|                                  |  | **Share** |  |  | Shares      |   |  | Value         |   |  | Capital    |  |  | Deficit  |   |  | Deficit       |  
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|(April 11, 2005)                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended       |  |           |  |  |             |   |  |               |   |  |            |  |  | (8,547   | ) |  | (8,547        | )
|April
      30, 2005              |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, April 30, 2005           |  |           |  |  | 5,363,000   |   |  | 5,363         |   |  | 35,937     |  |  | (14,197  | ) |  | 27,103        |  
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Reversal of Shares to be Issued   |  |           |  |  | (250,000    | ) |  | (250          | ) |  |            |  |  |          |   |  |               |  
|Shares issued During the Year     |  |           |  |  | 24,000      |   |  | 24            |   |  | 226        |  |  |          |   |  |               |  
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended       |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|April 30, 2006                    |  |           |  |  |             |   |  |               |   |  |            |  |  | (47,525  | ) |  | (47,525       | )
|Balance, April 30, 2006           |  |           |  |  | 5,137,000   |   |  | 5,137         |   |  | 36,163     |  |  | (61,722  | ) |  | (20,422       | )
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended       |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|April 30, 2007                    |  |           |  |  |             |   |  |               |   |  |            |  |  | (71,130  | ) |  | (71,130       | )
|Balance, April 30, 2007           |  |           |  |  | 5,137,000   |   |  | 5,137         |   |  | 36,163     |  |  | (132,852 | ) |  | (91,552       | )
|                                  |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|Forward Split of Shares, 15 to 1  |  |           |  |  | 71,918,000  |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended       |  |           |  |  |             |   |  |               |   |  |            |  |  |          |   |  |               |  
|April
      30, 2008              |  |           |  |  |             |   |  |               |   |  |            |  |  | (25,440  | ) |  | (25,440       | )
|Balance, April 30, 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, April 30, 2009           |  |           |  |  | 64,805,000  |   |  | 5,137         |   |  | 36,163     |  |  | (197,717 | ) |  | (156,417      | )

F-6

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|April 30, 2009               
|(Expressed in U.S. Dollars)  
|                             

Note 1. BUSINESS OPERATIONS

Razor Resources Inc. 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.

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 $ 197,717 to April 30, 2009. 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year end and Comparative Figures The Company has
adopted April 30 as its fiscal year end.

(b) Basis of PresentationThe accompanying financial
statements for Razor Resources, Inc. have been prepared in accordance with
accounting principles generally accepted in the United States of America (US
GAAP).

(c) Exploration Stage CompanyRazor Resources Inc. is an
exploration stage company as it does not have an established commercial deposit
and is not in the production stage.

(d) Use of EstimatesThe 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.
Actual results could differ from those estimates.

(e) Bank Indebtedness Bank indebtedness consists of
overdraft with the Companys Banker.

(f) Income TaxesProvisions for income taxes are based on
taxes payable or refundable for the current year and deferred taxes on temporary
differences between the amount of taxable income and pretax financial income and
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

F-7

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|April 30, 2009               
|(Expressed in U.S. Dollars)  
|                             

to the period in which the deferred tax assets and liabilities
are expected to be realized or settled as prescribed in FASB Statement No. 109,
Accounting for Income Taxes. As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the provision for
income taxes.

(g) Compensated Absences Employees of the corporation are
entitled to paid vacations, sick days and other time off depending on job
classification, length of service and other factors. It is impractical to
estimate the amount of compensation for future absences, and accordingly, no
liability has been recorded in the accompanying financial statements. The
corporation's policy is to recognize the costs of compensated absences when paid
to employees. At the present time the Company has no employees.

(h) Loss per Share The Company adopted Statement of
Financial Accounting Standards No. 128 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 contacts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net loss per share are excluded.

(i) Disclosure about fair value of financial instruments
The Company has financial instruments, none of which are held for trading
purposes. The Company estimates that the fair value of all financial instruments
at April 30, 2009 as defined in FASB 107 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet.

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.

(j) Concentration of credit risk Financial instruments that
potentially subject the Company to a significant concentration of credit risk
consist primarily of cash and cash equivalents 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.

(k) 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 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.

F-8

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|April 30, 2009               
|(Expressed in U.S. Dollars)  
|                             

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.

(l) Recent accounting pronouncements In September 2006, the
FASB issued SFAS No. 157, Defining Fair Value Measurement(SFAS No.
157), which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The adoption of SFAS
No. 157 is not expected to have a material impact on the Companys financial
condition or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities(SFAS No.
159). SFAS No. 159, permits entities to choose to measure many financial
instruments, and certain other items, at fair value. SFAS No. 159 applies to
reporting periods beginning after November 15, 2007. The adoption of SFAS No.
159 is not expected to have a material impact on the Companys financial
condition or results of operations.

In February 2008, FASB issued FSP SFAS No. 157-2, Effective
date of FASB statement No. 157(FSP SFAS 157-2). FSP SFAS 157-2 delays the
effective date of SFAS No. 157, Fair Value Measurementto fiscal years
beginning after November 15, 2008, and interim periods within those fiscal
years.

Note 3. INCOME TAXES

The Company has losses that total $197,717 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, 2009 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

Deferred tax assets
    $
    197,717Valuation allowance
    $
    (197,717
    )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, 2009 and 2008 is as follows:

2009Statutory federal income tax rate
    
    -34.0%Valuation allowance
    
    34.0%Effective income tax rate
    
    0.0%


Note 4. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and
accounts payable and accrued liabilities. It is management's opinion that the
Company is not exposed to significant interest, currency or credit risks

F-9

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|April 30, 2009               
|(Expressed in U.S. Dollars)  
|                             

arising from these financial instruments. The fair value of
these financial statements approximates their carrying values.

Note 5. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at April 30, 2009, for
pension, post-employment benefits or post- retirement benefits. The Company does
not have a pension plan.

Note 6. CAPITAL STOCK

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
capital stock. Our 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.

Note 7. LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A shareholder has loaned the company $22,732 without interest
and fixed term of repayment. The loan is unsecured.

A director has loaned the company $18,464 without interest and
fixed term of repayment. The loan is unsecured.

These loans will not be repaid in the next year.

F-10

---

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 (T). 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, 2009, 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

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, 2009. 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, 2009, 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.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

16

---

Inherent limitations on effectiveness of controls

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 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,
2009 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

Item 9B.        
Other Information

None

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            
|Kelly Fielder   | President, Secretary and Director | 40  | May 19, 2009            
|Steve E. Fisher | Director                          | 57  | June
        2, 2008    

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.

Kelly Fielder  President, Secretary and Director

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

17

---

regulatory and legal background dealing with North American
stock exchanges and the most recent 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.

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, 2009, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

18

---

Name
      Number of Late Reports
      Number of Transactions Not Reported on a Timely
      Basis
      Failure to File Requested FormsKelly Fielder
    1(1)
    Nil
    NilSteven E. Fisher
    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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

19

---

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.

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., Suite 1136, 14781 Memorial Drive, Houston, TX 77079.

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, 2009 and
  2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b)

20

---

but for the fact that the individual
was not serving as our executive officer at the end of the years ended April 30,
2009 and 2008,

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:

SUMMARY COMPENSATION TABLEName and Principal
        Position
      Year
      Salary
        ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards ($)
      Non-Equity Incentive
        Plan Compensation ($)
      Change in Pension Value and Nonqualified Deferred
        Compensation Earnings ($)
      All Other
        Compensation ($)
      Total ($)Kelly Fielder(1)President and Secretary
      2009 
        2008
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/ADuncan Bain(2)President and Secretary
      2009 
        2008
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        NilJordan Welsh(2)President, Chief
        Executive Officer, Secretary and Treasurer
      2009 
        2008
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        NilBing Wong(3)Former President, Secretary and Treasurer
      2009 
        2008
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil


| | (1) | Mr. Fielder was appointed president and secretary of our
      company on May 19, 2009.                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                  
| | (2) | Mr. Bain was appointed president and secretary on
      December 4, 2008 and resigned as a director and officer of our company on
      May 19, 2009.            
| |     |                                                                                                                                                                  
| | (2) | Mr. Welsh was appointed president on November 27, 2007
      and as secretary and treasurer on December 4, 2007. Mr. Welsh passed away
      on December 4, 2008.
| |     |                                                                                                                                                                  
| | (3) | Mr. Wong resigned as president on November 27, 2007 and
      as Secretary and Treasurer on December 4, 2007.                                                    

Stock Options/SAR Grants

During the period from inception (February 15, 2002) to April
30, 2009, 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, 2009 or April 30, 2008 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, 2009.

21

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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, 2009.

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.

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 21, 2009, 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.

Amount
          and Nature of
      PercentageName and Address
        of Beneficial Owner
      Beneficial
          Owner(1)
      of Class(2)Kelly Fielder
      Nil
      N/AHouston, TXSteven E. Fisher
      250,000
      0.39%Bakersfield, CAJosh Easton
      3,750,000
      5.79%Vancouver, BCXuxin Shao
      3,750,000
      5.79%Vancouver, BC


22

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Amount
          and Nature of
      PercentageName and Address of Beneficial Owner
      Beneficial
          Owner(1)
      of Class(2)Randy White
      3,750,000
      5.79%North Vancouver, BCBing Wong
      32,500,000
      50.15%Surrey, BCRong Xin Yang
      7,232,250
      11.16%Vancouver, BCAll Officers and Directors
      250,000
      0.39%As a Group (2 individuals)


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 two directors, consisting of Kelly
Fielder and Steven E. Fisher. We have determined that Oscar Fernandez 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, 2009 and for fiscal year ended April 30, 2008 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:

23

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Year
        Ended April 302009
        ($)
      2008
        ($)Audit Fees
      6,000
      5,775Audit Related Fees
      3,250
      NilTax Fees
      Nil
      NilAll Other Fees
      2,678
      7,160Total
      11,928
      12,935


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)

24

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|Exhibit Number | Description                                                                                                                                                                                                  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                              
|(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.

25

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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/
      Kelly Fielder                                                                          
| | Kelly Fielder                                                                                    
| | President, Secretary and Director                                                                
| | (Principal Executive Officer, Principal
      Financial Officer and Principal Accounting Officer)
| |                                                                                                  
| | Date: August 13, 2009                                                                            

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/ Kelly Fielder          | President, Secretary and Director | August 13, 2009
|Kelly Fielder              |                                   |                
|                           |                                   |                
|                           |                                   |                
|/s/ Steven E.
      Fisher | Director                          | August 13, 2009
|Steven E. Fisher           |                                   |                

26

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