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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2010

[ ] 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.)

|3001-1600 Glenarm Place, Denver, CO      | 80202     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

Registrant's telephone number, including area code:
303.506.1633

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

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

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

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

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

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

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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 [ ] No[ x ]

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

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

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

100,305,000 shares of common stock issued & outstanding as
of July 19, 2010

DOCUMENTS INCORPORATED BY
REFERENCE

None.

2

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TABLE OF CONTENTS

|Item 1.  | Business                                                                                                       | 4 
|-------- | -------------------------------------------------------------------------------------------------------------- | --
|Item 1A. | Risk Factors                                                                                                   | 6 
|Item 1B. | Unresolved Staff Comments                                                                                      | 9 
|Item 2.  | Properties                                                                                                     | 10
|Item 3.  | Legal Proceedings                                                                                              | 12
|Item 4.  | [Removed and
      Reserved]                                                                                   | 12
|Item 5.  | Market for
      Common Equity and Related Stockholder Matters and Issuer Purchases of
      Equity Securities | 12
|Item 6.  | Selected
      Financial Data                                                                                  | 14
|Item 7.  | Managements
      Discussion and Analysis of Financial Condition and Results of
      Operations              | 14
|Item 7A. | Quantitative
      and Qualitative Disclosures About Market Risk                                               | 19
|Item 8.  | Financial Statements and Supplementary Data                                                                    | 19
|Item 9.  | Changes in and Disagreements
      with Accountants on Accounting and Financial Disclosure                     | 22
|Item 9A. | Controls and Procedures                                                                                        | 22
|Item 9B. | Other
      Information                                                                                        | 23
|Item 10. | Directors, Executive Officers and Corporate Governance                                                         | 23
|Item 11. | Executive
      Compensation                                                                                   | 27
|Item 12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters     | 29
|Item 13. | Certain
      Relationships and Related Transactions, and Director Independence                                | 30
|Item 14. | Principal Accountants Fees and Services                                                                        | 30
|Item 15. | Exhibits,
      Financial Statement Schedules                                                                  | 31

3

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

We were incorporated on February 23, 2001 under the laws of the
state of Nevada, in order to be in the business of mineral property
exploration.

On November 23, 2007, our board of directors approved a 15 for
one (1) forward stock split of our authorized, issued and outstanding shares of
common stock. Our authorized capital increased from 70,000,000 shares of common
stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a
par value of $0.001 to 1,050,000,000 shares of common stock with a par value of
$0.001 and 75,000,000 shares of preferred stock with a par value of $0.001.

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

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

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

Our Current Business

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

On February 9, 2010, we entered into a share exchange agreement
with Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and a
shareholder of Cerros del Sur. Pursuant to the terms of the share exchange
agreement, we have agreed to acquire 99% of the issued and outstanding shares of
Compania Minera Cerros Del Sur, S.A.s common stock in exchange for the issuance
by our company of 35,5000,000 shares of our common stock to the shareholder of
Compania Minera Cerros Del Sur, S.A.

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

Competition

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

Compliance with Government Regulation

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

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

Employees

Currently, we have 59 full time employees. Our directors and
certain contracted individuals play an important role in the running of our
Company. We do not expect any material changes in the number of employees over
the next 12 month period. We do and will continue to outsource contract
employment as needed.

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

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Research and Development

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

Going Concern

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

Subsidiaries

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

Intellectual Property

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

REPORTS TO SECURITY HOLDERS

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

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

|Item 1A. | Risk Factors
|-------- | ------------

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

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

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RISKS ASSOCIATED WITH MINING

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

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

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

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

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

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

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

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of lithium ore.
The price of those commodities has fluctuated widely in recent years, and is
affected by numerous factors beyond our control, including international,
economic and political trends, expectations of inflation, currency exchange
fluctuations, interest rates, global or regional consumptive patterns,
speculative activities and increased production due to new extraction
developments and improved extraction and production

7

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methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

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

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

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

RISKS RELATED TO OUR COMPANY

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

We anticipate that we will continue to incur operating expenses
that will exceed revenues for the foreseeable future. We had cash in the amount
of $8,808 as of April 30, 2010. At April 30, 210, we had working capital deficit
of $274,645. We incurred a net loss of $490,729 for the year ended April 30,
2010 and $688,446 since inception. We estimate our average monthly operating
expenses to be approximately $70,000 to $85,000 USD, including mineral property
costs, management services and administrative costs. Should the results of our
planned production require us to increase our current operating budget, we may
have to raise additional funds to meet our currently budgeted operating
requirements for the next 12 months. As we cannot assure a lender that we will
be able to successfully explore and develop our mineral properties, we will
probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral properties, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

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

RISKS ASSOCIATED WITH OUR COMMON STOCK

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

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC

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Bulletin Board is not a stock exchange, and trading of
securities on the OTC Bulletin Board is often more sporadic than the trading of
securities listed on a quotation system like NASDAQ or a stock exchange like
Amex. Accordingly, shareholders may have difficulty reselling any of their
shares.

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

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

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

OTHER RISKS

Trends, Risks and Uncertainties

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

|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

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

9

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|Item 2. | Properties
|------- | ----------

We do not own any real property. Our principal business offices
are located at is Suite 3001-1600 Glenarm Place, Denver Co. 80202. We currently
lease our space at an annual cost of $4800.00. We believe that our current lease
arrangements provide adequate space for our foreseeable future needs.

Clavo Rico Property

Location and access

The Clavo Rico mining concession consists of all mineral rights
within a 200 hectare defined area and granted by the Honduran government. The
current mining operations are located adjacent to the municipality of El Corpus
in the state of Choluteca, Honduras. The mine site can be reached from the
capital of Tegucigalpa, going south on a paved highway for about 135 km. to the
southern city of Choluteca, where the Company maintains a home. From Choluteca
the mine is approximately15km south along an improved gravel road also used by
public transportation. The Clavo Rico mine itself is located within the town of
El Corpus and it is connected to electrical power and potable water from the
public utility companies. The mine site also has access to its own well for
processing water and its own back-up diesel generator to supplement the public
system.

Geology of Honduras

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

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

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

Mineralization of Southern Honduras

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

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

10

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

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

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

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

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

Work done to date

The Clavo Rico mine is over 500 years old. It has been mined
since the early 16th century and today the ore which has been mined
for the past 30 years were processed on site using a cyanide vat leaching
system, with the movement of rocks and gravel done by hand. As a result it
processed ore at a rate of only 100 tons per month using primitive methods with
production averaging less than 10 ounces per month. The mine includes 35 deeded
acres and consists of two primary access tunnels, each penetrating the same
primary vein. The first is the Armando Williams tunnel, which is the current
source of its oxide ore, and has been worked for the last 18 years. The second
tunnel is the Clavo Rico and it is currently inactive due to a cave-in about 18
meters into the access tunnel.

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

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

The terms under which the concession is held

Precious metal mines in Honduras are operated under specific
permits granted by the Honduran government. These are known as concessions and
cannot be larger than 1,000 hectares each. Once granted by the government, the
owner of the concession owns all mineral rights in that designated area. The
Clavo Rico mining concession has a long history. In 1975 it was purchased from
the original owner, Armando Williams by Ladislav Pekarik a Canadian

11

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mining engineer who moved to Honduras and later sold to the
past owners, Mayan Gold through their operating subsidiary, Compania Minera
Cerros del Sur, S.A. de C.V. Honduras is a developing country and its mining
laws have changed over the years. When the original concession was granted, it
was done under the laws at that time which did NOT specify any ending date.
Hence the Clavo Rico has no expiration date as long as the terms are complied
with and the annual reports are filed and fees paid. It consists of 200 hectares
with the town of El Corpus inside its designated area. To maintain the
concession, the owner must pay an annual fee known at the territorial canon.
This is calculated on acerage and the current levy. The territorial cannon for
the Clavo Rico this year is US$1,200. In addition, the concession owners must
obtain a local operating permit from the adjacent municipality, El Corpus. The
fee also varies but this year the fee was 10,000 lempiras (about US$500). The
concessionaire must also file an annual report with the Department of Mines and
notify them of all development, plans, etc. in order for them to regulate the
mining activities. While there are no set rules for inspections, the Department
of Mines may inspect the properties as often as they deem necessary. The Clavo
Rico typically is inspected every quarter. The Department of Mines charges the
concessionaire for its costs of each inspection. These may vary but typically
cost about US$3,800. There are also inspection costs for every export shipment
which contains gold. This inspection fee averages around US$2,500 each.

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

All operating companies are required to have an environmental
license to conduct mining activities in Honduras. As the Clavo Rico was
operating before such a requirement was imposed by law, it is considered
grandfathered from obtaining a new environmental license. Instead, it has
conducted an environmental audit as required by law and has negotiated the terms
of that environmental license with the state. The only item remaining to be
finalized with that permit is the amount of the security deposit the operator
may be required to deposit with the state in order to obtain the final
permit.

|Item 3. | Legal Proceedings
|------- | -----------------

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our company.

|Item 4. | [Removed and Reserved]
|------- | ----------------------

PART II

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

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

National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter
      Ended
    High
    LowApril 30, 2010
    $0.75
    $0.10January 31, 2010
    $0.75
    $0.45October 31, 2009
    $N/A
    $N/AJuly 31, 2009
    $N/A
    $N/A


12

---

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


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

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

On July 19, 2010, the list of stockholders for our shares of
common stock showed 1,318 registered stockholders and 67,305,000 shares of
common stock outstanding.

Dividends

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

Equity Compensation Plan Information

The following table provides a summary of the securities
authorized for issuance under Equity Compensation Plans, the weighted average
price and number of securities remaining available for issuance, all as at April
30, 2010.

|                                                             |  |                      |  |  |                      |  |  | 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, 2010.

13

---

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,
2010 and April 30, 2009 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this registration statement, particularly in the section
entitled "Risk Factors" beginning on page 6 of this annual report.

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

Plan of Operation

During the next twelve month period, we intend to focus our
efforts on our Clavo Rico property.

Not accounting for our working capital deficit of $274,645 and
85,000 monthly operating budget, we require additional funds of approximately
$800,000 at a minimum to proceed with our plan of operation over the next twelve
months, exclusive of any acquisition or exploration costs. As we do not have the
funds necessary to cover our projected operating expenses for the next twelve
month period, we will be required to raise additional funds through the issuance
of equity securities, through loans or through debt financing. There can be no
assurance that we will be successful in raising the required capital or that
actual cash requirements will not exceed our estimates. We intend to fulfill any
additional cash requirement through the sale of our equity securities.

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

Capital Expenditures

We do not intend to invest in capital expenditures during the
twelve-month period ending April 30, 2011.

General and Administrative Expenses

We expect to spend $1,140,000 during the twelve-month
period ending April 30, 2011 on general and administrative expenses including
legal and auditing fees, rent, office equipment and other administrative related
expenses.

Product Research and Development

We do not anticipate expending any funds on research and
development, manufacturing and engineering over the twelve months ending April
30, 2011.

Purchase of Significant Equipment

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

14

---

Personnel Plan

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

Results of Operations for the Years Ended April 30, 2010 and
2009

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
April 30, 2010 and 2009.

Our operating results for the years ended April 30, 2010 and
2009 are summarized as follows:

Year EndedApril 302010
    
    
    2009Revenue
    $
    252,982
    
    $
    NilMining operation costs
    $
    104,746
    
    $
    NilGeologist
    $
    1,999
    
    $
    NilGeneral administrative expenses
    $
    586,431
    
    $
    39,424Other operational expenses
    $
    41,273
    
    $
    NilDepreciation and amortization
    $
    9,262
    
    $
    NilNet Loss
    $
    490,729
    
    $
    39,424


Note: The comparative figures for the
periods ended April 30, 2009 do not include Compania Minera.

Revenues

We have earned $252,982 revenues from selling precious metals
since our inception and we anticipate earning $80,000 revenues from selling
precious metals per month.

General Administrative Expenses

Our general administrative expenses for the year ended April
30, 2010 and April 30, 2009 are outlined in the table below:

Year EndedApril 302010
    
    
    2009Filing fees
    $
    589
    
    $
    3,539Consulting fees
    $
    16,000
    
    $
    NilProfessional fees
    $
    228,674
    
    $
    21,207Management fees
    $
    Nil
    
    $
    3,000Facilities costs
    $
    24,596
    
    $
    1,088Investor relations
    $
    13,500
    
    $
    -Office costs
    $
    197,478
    
    $
    6,543Travel costs
    $
    50,265
    
    $
    3,675Registered fees
    $
    Nil
    
    $
    NilMineral property cost
    $
    Nil
    
    $
    NilPromotion
    $
    460
    
    $
    NilSalaries
    $
    39,650
    
    $
    Nil


15

---

Year EndedApril 302010
    
    
    2009Taxes
    $
    $14,476
    
    $
    NilBank service charges
    $
    743
    
    $
    372


Note: The comparative figures for the
periods ended April 30, 2009 do not include Compania Minera.

The increase in operating expenses across all categories for
the year ended April 30, 2010, compared to the same period in fiscal 2009, was
mainly due to commencing production of precious metals since we acquired
Compania Minera on February 9, 2010.

Liquidity and Financial Condition

As of April 30, 2010, our total assets were $978,039 and our
total current liabilities were $446,383 and we had a working capital deficit of
$274,645. Our financial statements report a net loss of $490,729 for the year
ended April 30, 2010, and a net loss of $688,446 for the period from February
26, 2002 (date of inception) to April 30, 2010.

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, 2010
    
    
    April 30, 2009Net Cash (Used in) Operating Activities
    $
    (526,101
    )
    $
    (12,663
    )Net Cash Provided by (Used In) Investing Activities
    $
    (252,896
    )
    $
    NilNet Cash Provided by Financing Activities
    $
    788,042
    
    $
    11,593Cash (decrease) increase during the year
    $
    9,045
    
    $
    (1,070
    )


Note: The comparative figures for the
periods ended April 30, 2009 do not include Compania Minera.

We had cash in the amount of $8,808 as of April 30, 2010 as
compared to bank indebtedness $237 as of April 30, 2009. We had a working
capital deficit of $274,645 as of April 30, 2010 compared to working capital
deficit of $115,221 as of April 30, 2009.

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.

16

---

Off-Balance Sheet Arrangements

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

Inflation

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Income Taxes

Provisions for income taxes are based on taxes payable or
refundable for the current year and deferred taxes arising on tax losses and
temporary differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently enacted income
tax rates applicable to the period in which the deferred tax assets and
liabilities are expected to be realized or settled as prescribed in Accounting
Standards Codefication (ASC) No. 740,Income Taxes ("ASC No. 740"). As
changes in tax laws or rates are enacted, deferred tax assets and liabilities
are adjusted through the provision for income taxes.

Loss per Share

The Company follows ASC No. 260, Earnings per Sharethat
requires the reporting of both basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income available to common
shareowners by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. In accordance with ASC No, 260, any anti-dilutive
effects on net loss per share are excluded.

Foreign Currency Translation

The Companys functional and reporting currency is the United
States dollar. Monetary assets and liabilities denominated in foreign currencies
are translated in accordance with SFAS No. 52 Foreign Currency Translation,
using the exchange rate prevailing at the balance sheet date. Gains and losses
arising on settlement of foreign currency denominated transactions or balances
are included in the determination of income. Foreign currency transactions are
primarily undertaken in Honduran Lempiras. The Company has not to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.

Comprehensive Income

Comprehensive income reflects changes in equity that results
from transactions and economic events from non-owner sources. At April 30, 2010
and 2009, the Company had $515 and $nil respectively, in accumulated other
comprehensive income, from its foreign currency translation.

17

---

(k) Inventory

Inventory is recorded at the lower of cost or net realizable
value. Cost is determined under the weighted average cost method. Net realizable
value is the estimated selling price in the ordinary course of business less
estimated costs of completion and estimated selling costs. Cost of inventories
includes precious metals, materials and supplies.

Inventories are written down to net realizable value when the
cost of inventories is not estimated to be recoverable. When the circumstances
that previously caused inventories to be written down below cost no longer exist
or when there is clear evidence of an increase in net realizable value because
of changed economic circumstances, the amount of the write-down is reversed (the
reversal is limited to the amount of the original write-down).

Mineral property acquisition costs and deferred exploration
expenditures

Mineral property acquisition costs are expensed. Exploration
costs and mine development costs to be incurred, including those to be incurred
in advance of commercial production and those incurred to expand capacity of
proposed mines, are expensed as incurred while our company is in the exploration
stage. Mine development costs to be incurred to maintain production will be
expensed as incurred. Depletion and amortization expense related to capitalized
mineral properties and mine development costs will be computed using the
units-of-production method based on proved and probable reserves.

a) US GAAP requires that whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable, the
entity shall estimate the future cash flows expected to result from the use of
the asset and its eventual disposition. If the sum of the discounted future cash
flows is less than the carrying amount of the asset, an impairment loss
(difference between the carrying amount and fair value) should be recognized as
a component of income from continuing operations before income taxes.

b) Where properties are disposed of, the sale proceeds are,
firstly, applied as a recovery of mineral property acquisition costs, and
secondly, as a gain or loss recorded in current operations.

Asset retirement obligations

SFAS No. 143 (SFAS 143), Accounting for Asset Retirement
Obligations addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. Specifically, SFAS 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. In
addition, the asset retirement cost is capitalized as part of the assets
carrying value and subsequently allocated to expense over the assets useful
life. At April 30, 2010, the Company had asset retirement obligations of
$221,394 of which $194,011 were acquired from Compania Minera on February 9,
2010.

Revenue Recognition

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

Impairment

SFAS 144, Accounting for the Impairment and Disposal of
Long-Lived Assets, requires that long-lived assets to be held and used be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.

Determination of recoverability is based on the Company's
judgment and estimates of undiscounted future cash flows resulting from the use
of the assets and their eventual disposition. Measurement of an impairment loss
for long-lived assets that management expects to hold and use is based on the
fair value of the assets.

18

---

The carrying values of assets determined to be impaired are
reduced to their estimated fair values. Fair values of any impaired assets would
generally be determined using a market or income approach.

NEW ACCOUNTING PRONOUNCEMENTS

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

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

|Item 7A. | Quantitative and Qualitative Disclosures
      About Market Risk
|-------- | ----------------------------------------------------------------

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

|Item 8. | Financial Statements and Supplementary
      Data
|------- | -------------------------------------------------

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

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

Independent Auditor's Report,
        dated August 9, 2010.Audited Consolidated Balance Sheet as at
        April 30, 2010.Audited Consolidated
        Statements of Operations for the year ended April 30, 2010 and for the
        year ended April 30, 2009.Audited Consolidated Statements of Changes
        in Stockholders' Equity for the year ended April 30, 2010 and for the
        year ended April 30, 2009.Audited Consolidated
        Statements of Cash Flows for the year ended April 30, 2010 and for the
        year ended April 30, 2009.Notes to the Financial Statements.


19

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RAZOR RESOURCES INC.

(A Nevada Corporation)

CONSOLIDATED FINANCIAL STATEMENTS

****



(Expressed in U.S. Dollars)

April 30, 2010



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF RAZOR
RESOURCES INC.

We have audited the consolidated balance sheets of Razor
Resources Inc. (the Company) as at April 30, 2010 and 2009 and the
consolidated statements of operations, comprehensive loss, stockholders' equity
(deficit) and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as at April 30, 2010 and 2009 and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going-concern. As discussed in
Note 1 to the consolidated 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, which raises
substantial doubt about its ability to continue as a going-concern. Management's
plans in regard to these matters are described in Note 1 to the consolidated
financial statements. These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Fazzari + Partners LLPChartered Accountants
Licensed Public Accountants Vaughan, Ontario, Canada

August 9, 2010

---

|RAZOR RESOURCES INC.       
|---------------------------
|(A Nevada Corporation)     
|CONSOLIDATED BALANCE SHEETS
|(Expressed in U.S. Dollars)

|                                                                                                                                          |   | April 30, |   |   | April 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                                                                                                          |   | 2010      |   |   | 2009      |  
|                                                                                                                                          |   |           |   |   |           |  
|Assets                                                                                                                                    |   |           |   |   |           |  
|                                                                                                                                          |   |           |   |   |           |  
|Current                                                                                                                                   |   |           |   |   |           |  
|Cash on hand                                                                                                                              | $ | 8,808     |   | $ | -         |  
|Accounts receivable (net of allowances for
      doubtful accounts of $Nil)                                                               |   | 4,172     |   |   | -         |  
|Inventory (Note 4)                                                                                                                        |   | 140,913   |   |   | -         |  
|Deposits and
      expenses paid in advance                                                                                               |   | 17,845    |   |   | -         |  
|                                                                                                                                          |   | 171,738   |   |   | -         |  
|                                                                                                                                          |   |           |   |   |           |  
|Long-term                                                                                                                                 |   |           |   |   |           |  
|Property, plant and equipment, less accumulated
      depreciation (Note 5)                                                               |   | 806,301   |   |   | -         |  
|                                                                                                                                          | $ | 978,039   |   | $ | -         |  
|                                                                                                                                          |   |           |   |   |           |  
|Liabilities                                                                                                                               |   |           |   |   |           |  
|                                                                                                                                          |   |           |   |   |           |  
|Current                                                                                                                                   |   |           |   |   |           |  
|Bank indebtedness                                                                                                                         |   | -         |   |   | 237       |  
|Accounts payable and accrued liabilities                                                                                                  | $ | 90,701    |   | $ | 114,984   |  
|Accounts payable to related companies (Note
      9)                                                                                      |   | 121,625   |   |   | -         |  
|Other accounts payable                                                                                                                    |   | 12,663    |   |   | -         |  
|Reclamation of mine (Note 7)                                                                                                              |   | 221,394   |   |   | -         |  
|                                                                                                                                          |   | 446,383   |   |   | 115,221   |  
|                                                                                                                                          |   |           |   |   |           |  
|Long-term                                                                                                                                 |   |           |   |   |           |  
|Loan from stockholders (Note 9)                                                                                                           |   | -         |   |   | 22,550    |  
|Loan from director
      (Note 9)                                                                                                         |   | 347,317   |   |   | 18,646    |  
|                                                                                                                                          |   | 347,317   |   |   | 41,196    |  
|                                                                                                                                          |   | 793,700   |   |   | 156,417   |  
|                                                                                                                                          |   |           |   |   |           |  
|Non-controlling
      interest                                                                                                            |   | 8,648     |   |   | -         |  
|                                                                                                                                          |   |           |   |   |           |  
|Stockholders Equity (Deficiency)                                                                                                         |   |           |   |   |           |  
|Authorized: 1,050,000,000 common shares
      authorized, $0.001 par value 75,000,000 preferred shares authorized,
      $0.001 par value |   |           |   |   |           |  
|Issued and fully paid:       101,305,000 common shares (2009 
      64,805,000 common shares)                                            |   | 7,637     |   |   | 5,137     |  
|Additional paid in capital                                                                                                                |   | 819,652   |   |   | 36,163    |  
|Accumulated other comprehensive loss                                                                                                      |   | (515      | ) |   | -         |  
|Accumulated deficit                                                                                                                       |   | (685,083  | ) |   | (197,717  | )
|                                                                                                                                          |   | 175,691   |   |   | (156,417  | )
|                                                                                                                                          | $ | 978,039   |   | $ | -         |  

The accompanying notes are an integral part of these
consolidated financial statements

---

|RAZOR RESOURCES INC.                                                       
|---------------------------------------------------------------------------
|(A Nevada Corporation)                                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE
      LOSS AND DEFICIT
|(Expressed in U.S. Dollars)                                                

|                                                                               |   | Year Ended |   |   | Year Ended |  
|------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                                               |   | April 30,  |   |   | April 30,  |  
|                                                                               |   | 2010       |   |   | 2009       |  
|                                                                               |   |            |   |   |            |  
|REVENUES                                                                       |   |            |   |   |            |  
|Sales of precious metal                                                        | $ | 252,935    |   | $ | -          |  
|Other income                                                                   |   | 47         |   |   | -          |  
|                                                                               |   | 252,982    |   |   | -          |  
|                                                                               |   |            |   |   |            |  
|EXPENSES                                                                       |   |            |   |   |            |  
|Mining operation costs                                                         |   | 104,746    |   |   | -          |  
|Geologist                                                                      |   | 1,999      |   |   | -          |  
|General administrative expenses                                                |   | 586,431    |   |   | 39,424     |  
|Other operational expenses                                                     |   | 41,273     |   |   | -          |  
|Depreciation and amortization                                                  |   | 9,262      |   |   | -          |  
|                                                                               |   | 743,711    |   |   | 39,424     |  
|                                                                               |   |            |   |   |            |  
|NET LOSS BEFORE MINORITY INTEREST                                              |   | (490,729   | ) |   | (39,424    | )
|                                                                               |   |            |   |   |            |  
|Minority interest                                                              |   | 3,363      |   |   | -          |  
|                                                                               |   |            |   |   |            |  
|NET LOSS AND COMPREHENSIVE LOSS                                                |   |            |   |   |            |  
|FOR THE YEAR                                                                   |   | (487,366   | ) |   | (39,424    | )
|                                                                               |   |            |   |   |            |  
|                                                                               |   |            |   |   |            |  
|DEFICIT,
      BEGINNING OF YEAR                                               |   | (197,717   | ) |   | (158,293   | )
|                                                                               |   |            |   |   |            |  
|DEFICIT, END
      OF YEAR                                                     | $ | (685,083   | ) | $ | (197,717   | )
|                                                                               |   |            |   |   |            |  
|                                                                               |   |            |   |   |            |  
|                                                                               |   |            |   |   |            |  
|                                                                               |   |            |   |   |            |  
|LOSS PER SHARE  Basic and diluted                                             | $ | (0.01      | ) | $ | 0.00       |  
|                                                                               |   |            |   |   |            |  
|Weighted average number of
      common shares outstanding  basic and diluted |   | 65,137,877 |   |   | 64,805,000 |  

The accompanying notes are an integral part of these
consolidated financial statements

---

|RAZOR RESOURCES INC.                 
|-------------------------------------
|(A Nevada Corporation)               
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Expressed in U.S. Dollars)          

|                                                               |   | Year Ended |   |   | Year Ended |  
|-------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                               |   | April 30,  |   |   | April 30,  |  
|                                                               |   | 2010       |   |   | 2009       |  
|                                                               |   |            |   |   |            |  
|CASH FLOWS PROVIDED BY (USED IN):                              |   |            |   |   |            |  
|                                                               |   |            |   |   |            |  
|OPERATING ACTIVITIES                                           |   |            |   |   |            |  
|Net loss for the year                                          | $ | (487,366   | ) | $ | (39,424    | )
|Adjusted for items not affecting cash:                         |   |            |   |   |            |  
|Depreciation and amortization                                  |   | 9,262      |   |   |            |  
|Minority interest                                              |   | (3,363     | ) |   | -          |  
|                                                               |   | (481,467   | ) |   | (39,424    | )
|Net changes in non-cash working capital
      item:            |   |            |   |   |            |  
|Inventory                                                      |   | (8,628     | ) |   | -          |  
|Accounts receivable                                            |   | (4,111     | ) |   | -          |  
|Deposits and expenses paid in advance                          |   | (20        | ) |   | -          |  
|Accounts payable and accrued
      liabilities                 |   | (24,796    | ) |   | 26,761     |  
|Other accounts payable                                         |   | 9,274      |   |   | -          |  
|Accounts payable to related companies                          |   | (43,736    | ) |   |            |  
|Reclamation
      of mine                                      |   | 27,383     |   |   | -          |  
|                                                               |   | (526,101   | ) |   | (12,663    | )
|                                                               |   |            |   |   |            |  
|INVESTING ACTIVITIES                                           |   |            |   |   |            |  
|Acquisition of property, plant and equipment                   |   | (281,468   | ) |   | -          |  
|Cash acquired on business acquisition                          |   | 28,572     |   |   | -          |  
|                                                               |   | (252,896   | ) |   | -          |  
|                                                               |   |            |   |   |            |  
|FINANCING ACTIVITIES                                           |   |            |   |   |            |  
|Shares subscription unissued                                   |   | 500,000    |   |   | -          |  
|Share issue costs                                              |   | (18,079    | ) |   | -          |  
|Loan from stockholders                                         |   | (18,646    | ) |   | 1,995      |  
|Loan from
      director                                       |   | 324,767    |   |   | 9,598      |  
|                                                               |   | 788,042    |   |   | 11,593     |  
|                                                               |   |            |   |   |            |  
|INCREASE (DECREASE) IN CASH                                    |   | 9,045      |   |   | (1,070     | )
|CASH ON HAND
      (BANK INDEBTEDNESS) , BEGINNING OF THE YEAR |   | (237       | ) |   | 833        |  
|                                                               |   |            |   |   |            |  
|CASH ON HAND
      (BANK INDEBTEDNESS), END OF THE YEAR        | $ | 8,808      |   | $ | (237       | )
|                                                               |   |            |   |   |            |  
|                                                               |   |            |   |   |            |  
|Cash paid for interest                                         | $ | -          |   | $ | -          |  
|Cash paid for
      income taxes                               | $ | -          |   | $ | -          |  

The accompanying notes are an integral part of these
consolidated financial statements

---

|RAZOR RESOURCES INC.                                                                         
|---------------------------------------------------------------------------------------------
|(A Nevada Corporation)                                                                       
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE
      YEARS ENDED APRIL 30, 2010 AND 2009
|(Expressed in U.S. Dollars)                                                                  

|                                                                   |  | Number      |   |  | Capital |  |  | Additional |  |  |             |   |  |               |  
|------------------------------------------------------------------ |  | ----------- | - |  | ------- |  |  | ---------- |  |  | ----------- | - |  | ------------- | -
|                                                                   |  | of          |   |  | Stock   |  |  |            |  |  |             |   |  |               |  
|                                                                   |  | Common      |   |  | at Par  |  |  | Paid-in    |  |  | Accumulated |   |  | Total         |  
|                                                                   |  | Shares      |   |  | Value   |  |  | Capital    |  |  | Deficit     |   |  | Shareholders |  
|                                                                   |  |             |   |  |         |  |  |            |  |  |             |   |  | Equity        |  
|                                                                   |  | **$**       |   |  | **$**   |  |  | **$**      |  |  | **$**       |   |  | **$**         |  
|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      | )
|                                                                   |  |             |   |  |         |  |  |            |  |  |             |   |  |               |  
|Shares issued for acquisition of Compania. Minera Cerros del Sur   |  | 35,500,000  |   |  | 35,500  |  |  | 302,568    |  |  |             |   |  | 338,068       |  
|Shares subscription issued                                         |  | 1,000,000   |   |  | 1,000   |  |  | 480,921    |  |  |             |   |  | 481,921       |  
|Net Loss for the year ended          
      April
      30, 2010   |  |             |   |  |         |  |  |            |  |  | (487,366    | ) |  | (487,366      | )
|Balance, April 30, 2010                                            |  | 101,305,000 |   |  | 7,637   |  |  | 853,652    |  |  | (685,083    | ) |  | 176,206       |  

The accompanying notes are an integral part of these
consolidated financial statements

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

1. BUSINESS OPERATIONS

Razor Resources Inc. (the Company) was incorporated on
February 23, 2001 under the Company Act of the State of Nevada, U.S.A., to
pursue mineral exploration. The inception date is February 15, 2002 and the
fiscal year end of the Company is April 30.

On February 9, 2010, the Company entered into a share exchange
agreement with Compania Minera Cerros Del Sur, S.A. (Compania Minera), a
Honduran corporation, and a shareholder of Compania Minera. The closing of the
transactions contemplated in the share exchange agreement and the acquisition of
99% of the issued and outstanding common stock in the capital of Compania Minera
occurred on February 9, 2010. In accordance with the closing of the share
exchange agreement, the Company issued 35,500,000 shares of its common stock to
a former stockholder of Compania Minera in exchange for the acquisition, by the
Company, of 99% of the issued and outstanding shares of Compania Minera. Also,
pursuant to the terms of the share exchange agreement, certain stockholders of
the Company cancelled 34,000,000 restricted shares of the Companys common
stock.

Compania Minera was organized on October 2, 1975 and recorded
in the Honduran commerce register under number 1091-275, as a variable equity 
Limited Liability company for an undefined period of time, in accordance with
Honduran law. On August 12, 2004, Compania Minera became into a variable equity
Joint-Stock company and recorded in the Honduran commerce register under number
98-566. Compania Minera is based in Tegucigalpa and its major activity is the
mining prospecting, exploring, exploding and commercialization and other related
commercial activities.

Going Concern

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
applicable to a going concern which assume that the Company will realize its
assets and discharge its liabilities in the normal course of business. The
Company has incurred losses since inception of $685,083 to April 30, 2010. 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, Compania Minera Cerros Del Sur,
S.A. All significant intercompany transactions and balances have been eliminated
upon consolidation.

(b) Basis of Presentation

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

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

(c) Use of Estimates

The preparation of financial statements in conformity with US
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Significant items
subject to such estimates and assumptions include the carrying amount of
property, plant and equipment, valuation allowances for receivables and deferred
income tax assets and reclamation of mine. Actual results could differ from
those estimates.

(d) Bank Indebtedness

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

Provisions for income taxes are based on taxes payable or
refundable for the current year and deferred taxes arising on tax losses and
temporary differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently enacted income
tax rates applicable to the period in which the deferred tax assets and
liabilities are expected to be realized or settled as prescribed in Accounting
Standards Codification (ASC) No. 740,Income Taxes ("ASC No. 740"). As
changes in tax laws or rates are enacted, deferred tax assets and liabilities
are adjusted through the provision for income taxes.

(f) Loss per Share

The Company follows ASC No. 260, Earnings per Share that
requires the reporting of both basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income available to common
shareowners by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. In accordance with ASC No, 260, any anti-dilutive
effects on net loss per share are excluded.

(g) Foreign Currency Translation

The Companys functional and reporting currency is the United
States dollar. Monetary assets and liabilities denominated in foreign currencies
are translated in accordance with ASC No. 830 Foreign Currency Matters, using
the exchange rate prevailing at the balance sheet date. Gains and losses arising
on settlement of foreign currency denominated transactions or balances are
included in the determination of income. The Company has not to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.

The Company translates its foreign operations assets and
liabilities denominated in foreign currencies into U.S. dollars at current rates
of exchange as of the balance sheet date and income and expense items at the
average exchange rate for the reporting period. Translation adjustments
resulting from exchange rate fluctuations are recorded in the cumulative
translation account, a component of accumulated other comprehensive income.
Gains or losses from foreign currency transactions are included in Other expense
(income), net.

(h) Comprehensive Income

Comprehensive income reflects changes in equity that results
from transactions and economic events from non-owner sources. At April 30, 2010
and 2009, the Company had $515 and $nil respectively, in accumulated other
comprehensive loss, from its foreign currency translation.

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

(i) Disclosure about fair value of financial instruments

The Company follow paragraph 825-10-50-10 of the FASB
Accounting Standards Codification for disclosures about fair value of its
financial instruments and has adopted paragraph 820-10-35-37 of the FASB
Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair
value of its financial instruments. Paragraph 820-10-35-37 establishes a common
definition for fair value to be applied to existing generally accepted
accounting principles that require the use of fair value measurements,
establishes a framework for measuring fair value, and expands disclosure about
such fair value measurements. The adoption of Paragraph 820-10-35-37 did not
have an impact on the Companys financial position or operating results, but did
expand certain disclosures.

Paragraph 820-10-35-37 defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Additionally,
Paragraph 820-10-35-37 requires the use of valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs. These
inputs are prioritized below:

|Level 1: | Observable inputs such as quoted market prices
      in active markets for identical assets or liabilities                                  
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Level 2: | Observable market-based inputs or unobservable
      inputs that are corroborated by market data                                            
|Level 3: | Unobservable inputs for which there is little
      or no market data, which require the use of the reporting entitys own
      assumptions

The Company has financial instruments, none of which are held
for trading purposes. The Company estimates that the fair value of financial
instruments at April 30, 2010, such as cash on hand, accounts receivable,
accounts payable and accrued liabilities, accounts payable to related companies
and other accounts payable does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet because of the short-term maturity of these instruments. The fair
value of the loan from director cannot be determined because it is non-interest
bearing and the absence of market data.

The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgment is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

(j) Concentration of credit risk

Financial instruments that potentially subject the Company to a
significant concentration of credit risk consist primarily of cash on hand and
accounts receivable which are not collateralized. The Company limits its
exposure to credit loss by placing its cash and cash equivalents with high
credit quality financial institutions and by performing regular credit
assessments of its customers and providing allowances for uncollectible accounts
receivable based on the credit risk applicable to particular customer.

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

(k) Currency risk

Currency risk is the risk that future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. The
Company is primarily exposed to currency fluctuations relative to the United
States Dollar as a significant portion of the Companys operating sales, costs
and capital expenditures are denominated in foreign currencies, predominately
the Honduras Lempiras. Monetary assets denominated in foreign currencies are
also exposed to foreign currency fluctuations. These potential currency
fluctuations could have a significant impact on production costs and thereby the
profitability of the Company. Balances in foreign currencies as at April 30,
2010 are as follows:

|                                         |  | Lempiras   |   |  | US$      |  
|---------------------------------------- |  | ---------- | - |  | -------- | -
|                                         |  |            |   |  |          |  
|                                         |  |            |   |  |          |  
|Accounts receivable                      |  | 79,152     |   |  | 4,172    |  
|Inventory                                |  | 2,673,430  |   |  | 140,913  |  
|Other accounts payable: 240,245 Lempiras |  | (240,245   | ) |  | (12,663  | )
|Accounts payable to related companies    |  | (2,307,559 | ) |  | (121,625 | )
|Net exposure                             |  | 204,778    |   |  | 10,797   |  

The Company has not hedged its net exposure.

(l) Inventory

Inventory is recorded at the lower of cost or net realizable
value. Cost is determined under the weighted average cost method. Net realizable
value is the estimated selling price in the ordinary course of business less
estimated costs of completion and estimated selling costs. Cost of inventories
includes precious metals, materials and supplies.

Inventories are written down to net realizable value when the
cost of inventories is not estimated to be recoverable.

(m) Property, plant and equipment

Property include land and mineral property (see Mineral
property acquisition costs and deferred exploration expenditures). Plant and
equipment is recorded at cost less accumulated depreciation and is comprised of
mining-machinery, vehicles, office equipment and furniture, leasehold and
website cost. Office furniture and equipment are amortized at 10%, and website
costs are amortized at 30%. All other equipment is being amortized on a straight
line basis over 5 to 20 years.

(n) Mineral property acquisition costs and deferred exploration
expenditures

Mineral property acquisition costs are initially capitalized.
Exploration costs and mine development costs to be incurred, including those to
be incurred in advance of commercial production and those incurred to expand
capacity of proposed mines, are expensed as incurred while the Company is in the
exploration stage. Mine development costs to be incurred to maintain production
will be expensed as incurred. Depletion and amortization expense related to
capitalized mineral properties and mine development costs will be computed using
the units-of-production method based on proved and probable reserves.

a. US GAAP
  requires that whenever events or changes in circumstances indicate that the
  carrying amount may not be recoverable, the entity shall estimate the future
  cash flows expected to result from the use of the asset and its eventual
  disposition. If the sum of the discounted future cash flows is less than the
  carrying amount of the asset, an impairment loss (difference between the
  carrying amount and fair value) should be recognized as a component of income
  from continuing operations before income taxes.

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

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.

(o) Asset retirement obligations

SFAS No. 143 (SFAS 143), Accounting for Asset Retirement
Obligations addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. Specifically, SFAS 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. In
addition, the asset retirement cost is capitalized as part of the assets
carrying value and subsequently allocated to expense over the assets useful
life. At April 30, 2010, the Company had asset retirement obligations of
$221,394 of which $194,011 were acquired from Compania Minera on February 9,
2010.

(p) Revenue Recognition

The Company recognizes revenue in accordance with Accounting
Standards Codification ("ASC") No. 605, Revenue Recognition ("ASC No.
605"). ASC No. 605 requires that four basic criteria must be met before revenue
can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred or services have been rendered; (3) the selling price is
fixed and determinable; and (4) collectability is reasonably assured.

Revenue is recognized on the sale and delivery of precious
metals and transfer of title to the customers or the completion of a service
provided and when collection is reasonably assumed.

(q) Impairment

ASC No. 360, Property, plant and equipment, requires that
long-lived assets to be held and used be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.

Determination of recoverability is based on the Company's
judgment and estimates of undiscounted future cash flows resulting from the use
of the assets and their eventual disposition. Measurement of an impairment loss
for long-lived assets that management expects to hold and use is based on the
fair value of the assets.

The carrying values of assets determined to be impaired are
reduced to their estimated fair values. Fair values of any impaired assets would
generally be determined using a market or income approach.

(r) Recent accounting pronouncements

The FASB issued new authoritative accounting guidance under ASC
Topic 855, Subsequent Events, which establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or available to be issued. ASC Topic
855 defines (i) the period after the balance sheet date during which a reporting
entitys management should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (ii) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and (iii)
the disclosures an entity should make about events or transactions that occurred
after the balance sheet date. The new authoritative accounting guidance under
ASC Topic 855 is effective for periods ending after June 15, 2009. The Company
has disclosed subsequent events in accordance with the ASC Topic 855 in Note 12
to these financial statements.

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

(r) Recent accounting pronouncements (continued)

In December 2007, the FASB issued updated guidance on business
combinations, incorporated into ASC 805, which includes the measurement of
acquirer shares issued in consideration for a business combination, the
recognition of contingent consideration, the accounting for pre-acquisition gain
and loss contingencies, the recognition of capitalized in-process research and
development, the accounting for acquisition-related restructuring cost accruals,
the treatment of acquisition related transaction costs and the recognition of
changes in the acquirers income tax valuation allowance. Adoption of this
guidance on May 1, 2009 had an effect on the business combination with Compania
Minera during the year.

In December 2007, the FASB issued updated guidance on
non-controlling interest in consolidated financial statements, incorporated into
ASC 810-10-65-1, which includes the requirements to classify noncontrolling
interests as a component of consolidated stockholders equity, and the
elimination of minority interest accounting in results of operations with
earnings attributable to noncontrolling interests reported as part of
consolidated earnings. Additionally, this guidance revises the accounting for
both increases and decreases in a parents controlling ownership interest.
Adoption of this guidance on May 1, 2009 did not have a material impact on the
Companys financial position or results of operations.

In June 2009, the FASB issued The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles. The
Codification became the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. On the effective date of this
Statement, the Codification superseded all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification became non-authoritative. This statement is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. Accordingly, previous references to U.S. GAAP
accounting standards are no longer used by the Company in its disclosures
including these Notes to the condensed consolidated financial statements. The
adoption of the FASB Accounting Standards Codification did not have a material
impact on the Companys results of operations, financial condition or cash
flows.

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

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

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

3. BUSINESS ACQUISITION

Effective February 9, 2010 the Company acquired 99% of the
issued common stock of Compania Minera for equity consideration of 35,500,000
common stock of the Company, issued at a par value of $0.001 per share, $30,000
cash and consideration payable to a former stockholder of Compania Minera in the
amount of $820,991for exchange for the acquisition, by the Company, of 99% of
the issued and outstanding shares of Compania Minera. Also, pursuant to the
terms of the share exchange agreement, certain stockholders of the Company
cancelled 34,000,000 restricted shares of the Companys common stock.

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

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

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

4. INVENTORY

2010
    
    
    2009$
    
    
    $Gold in process
    
    107,318
    
    
    -Mining supplies
    
    33,595
    
    
    -140,913
    
    
    -


The amount of inventories recognized as an expense during the
year is $100,275 (2009 - $nil) included in cost of sales. Total inventory
impairment for the year is $12,119.

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

5. PROPERTY, PLANT AND EQUIPMENT

April 30,
    
    
    April 30,2010
    
    
    2009Buildings
    $
    290,958
    
    $
    -Mining-machinery and equipment
    
    382,143
    
    
    -Vehicles
    
    16,260
    
    
    -Office equipment and furniture
    
    38,242
    
    
    -Concessions
    
    74,329
    
    
    -801,932
    
    
    -Less: Accumulated depreciation
    
    (9,262
    )
    
    -792,670
    
    
    -Land
    
    13,631
    
    
    -$
    806,301
    
    $
    -


6. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash on hand,
accounts receivable, bank indebtedness. accounts payable and accrued
liabilities, other accounts payable and loan from director. It is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments. The fair value of these
financial instruments is disclosed in Note 2 above.

7. ASSET RETIREMENT OBLIGATIONS

In accordance with ASC No. 410, Asset Retirement and
Environmental Obligations (ASC No. 410), the Company records the fair value
of a liability for an asset retirement obligation to pay reclamation costs at
the end of the mine life in the period in which the asset is acquired and a
corresponding increase in the carrying amount of the related long-lived asset.
The liability is accreted to its present value each period, and the capitalized
cost is depreciated over the useful life of the related asset. If the liability
is settled for an amount other than the recorded amount, a gain or loss is
recognized. As of April 30, 2010 and 2009, the asset retirement obligation
accrued in the financial statements were $221,394 and $nil respectively.

The following table shows changes in the carrying amount of the
Company's asset retirement obligation for the year ended April 30, 2010:

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


---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

8. CAPITAL STOCK

a) Stock and Option Compensation Plan

On April 19, 2010, the Company approved a stock and option
compensation plan (2010 Stock Plan) for its directors, officers, employees and
consultants. Pursuant to which the Company is authorized to issue options to
acquire up to 8,000,000 shares of the Companys common stock. There were no
stock options issued as at April 30, 2010.

b) Issued and Outstanding

During the year ended April 30, 2008, the Companys Board of
Directors approved a 15 for one (1) forward stock split of our authorized,
issued and outstanding shares of capital stock. The authorized capital increased
from 70,000,000 shares of common stock with a par value of $0.001 to
1,050,000,000 shares of common stock with a par value of $0.001 and 75,000,000
shares of preferred stock with a par value of $0.001. As a result, the issued
and outstanding of common stock as at April 30, 2008 increased from 5,137,000 to
77,055,000.

During the year ended April 30, 2009, the Company issued
250,000 common stock and cancelled 12,500,000 common stock from treasury. As a
result, the issued and outstanding of common stock as at April 30, 2009
decreased from 77,055,000 to 64,805,000.

i) Acquisition of Compania Minera
Cerros Del Sur, S.A.

On February 9, 2010, the Company
acquired 99% of the outstanding shares of Compania Minera Cerros Del Sur, S.A.
in consideration for 35,500,000 common stock at par of $0.01 per share pursuant
to the terms of the share exchange agreement.

ii) Private Placement

During the year ended April 30, 2010,
the Company closed a non-brokered private placement for 1,000,000 common shares
at $0.50 per share for gross proceeds of $500,000.

9. LOAN FROM STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

As at April 30, 2009, a stockholder has loaned the Company
$22,550 without interest and fixed term of repayment. The loan was paid off in
the year ended April 30, 2010.

A director has loaned the Company $246,299 (2009: $18,646)
without interest and fixed term of repayment. The loan is unsecured.

During the year ended April 30, 2010, the Company paid to
Resilient Energy Inc., a company which has the same stockholders and related
management and is controlled by the CEO of the Company, for a total amount of
$120,000 (2009 - $NIL) as professional fees.

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

---

|RAZOR RESOURCES INC.                      
|------------------------------------------
|(a Nevada Corporation)                    
|Notes to Consolidated Financial Statements
|April 30, 2010                            
|(Expressed in
      U.S. Dollars)         

10. COMPROMISES AND CONTINGENCIES

| | 1. | The Companys subsidiary has signed leasing contracts for
      office and warehouse space. These contracts do not have termination date;
      future payments under them will be $30,000 per year.                                                                                                                                                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | Revenue tax statements for the last five years have not
      yet been reviewed by Honduran fiscal authorities. The management of the
      Companys subsidiary thinks that no major monetary adjustments would
      result from these reviews that could affect its financial
  position.                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3. | In February 2006, inhabitants of the Community El Corpus,
      invaded the terrain where is located part of the mineral reserve of the
      Compania Minera names La Reyna. This invasion happened to extract
      mineral from this reserve. Based on this fact, and on the bilateral
      agreement between the United States of America and Honduras, Compania
      Minera requested protection from the State of Honduras.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | On October 2, 2006, the Company submitted an
      administrative damage claim to the Honduran Ministry of Natural Resources
      and Environment because the State of Honduras had not provided the Company
      the duly protection to its investments. As at April 30, 2010, no
      determination had been made on this issue.                                                                                                

11. INCOME TAXES

The Company has losses that total $688,446 for income tax
purposes that may be carried forward to be applied against future taxable
income. The benefit of a potential reduction in future income taxes has not been
recorded as an asset at April 30, 2010 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

2010
    
    
    2009Deferred tax assets
    $
    234,072
    
    
    197, 717Valuation allowance
    $
    (234,072
    )
    
    (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, 2010 and 2009 is as follows:

2010
    
    
    2009Statutory federal income tax rate
    
    -34.0%
    
    
    -34.0%Valuation allowance
    
    34.0%
    
    
    34.0%Effective income tax rate
    
    0.0%
    
    
    0.0%


12. SUBSEQUENT EVENTS

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

---

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

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

|Item 9A. | Controls and Procedures
|-------- | -----------------------

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer and our principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

As of April 30, 2010, 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, 2010. 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, 2010, 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.

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

22

---

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,
2010 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

|Item 9B. | Other Information
|-------- | -----------------

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

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

PART III

|Item 10. | Directors, Executive Officers and Corporate
      Governance
|-------- | ------------------------------------------------------------

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

|                       |                                         |     | Date
      First Elected
|---------------------- | --------------------------------------- | --- | ------------------------
|Name                   | Position Held with the Company          | Age | or Appointed            
|Kelly Fielder          | President,
      Secretary and Director | 41  | March 19, 2009          
|Steve E. Fisher        | Director                                | 57  | June 2, 2008            
|Paul Campbell Gladston | Director                                | 45  | March 1, 2010           
|Gerardo A Flores       | Vice President of Operations            | 46  | June
      16, 2010     

Business Experience

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

Kelly Fielder  President, Secretary and
Director

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

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

23

---

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

Steven E. Fisher - Director

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

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

Paul Campbell Gladston  Director

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

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

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

Gerardo A Flores - Vice President of
Operations

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

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

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

24

---

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

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

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

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

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

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

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

Section 16(a) Beneficial Ownership Compliance

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

Name
    Number of Late Reports
    Number of Transactions Not Reported on a Timely
      Basis
    Failure to File Requested FormsKelly Fielder
    Nil
    Nil
    NilSteven E. Fisher
    Nil
    Nil
    NilPaul Campbell Gladston
    Nil
    Nil
    NilGerardo A. Flores
    Nil
    Nil
    Nil


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

25

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Audit Committee and Audit Committee Financial Expert

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

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

Code of Ethics

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

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

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

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

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

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

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

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

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

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

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

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

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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 3001-1600 Glenarm Place, Denver, CO, 80202

|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, 2010 and
  2009; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the years ended April 30, 2010 and 2009,

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:

27

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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
    2010      2009
    120,000      120,000
    Nil 
      N/A
    Nil 
      N/A
    Nil 
      N/A
    Nil      N/A
    Nil      N/A
    Nil      N/A
    120,000      120,000Duncan Bain(2)President and Secretary
    2010      2009
    N/A 
      Nil
    N/A      Nil
    N/A      Nil
    N/A      Nil
    N/A      Nil
    N/A      Nil
    N/A 
      Nil
    N/A      Nil


|(1) | Mr. Fielder was appointed president and secretary of our
      company on March 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
      March19, 2009.

Stock Options/SAR Grants

During the period from inception (February 15, 2002) to April
30, 2010, 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, 2010 or April 30, 2009 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, 2010.

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, 2010.

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.

28

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

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

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

The following table sets forth, as of 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.

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


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

29

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

Changes in Control

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

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

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

The promoters of our company are our directors and
officers.

Director Independence

We currently act with three directors, consisting of Kelly
Fielder, Steven E. Fisher and Paul Campbell Gladston. We have determined that
Steven Fisher and Paul Campbell Gladston are independent directors 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, 2010 and for fiscal year ended April 30, 2010 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year Ended April 302010 ($)
    2009 ($)Audit Fees
    Nil
    6,000Audit Related Fees
    64,000
    3,250Tax Fees
    Nil
    NilAll Other Fees
    Nil
    2,678Total
    Nil
    11,928


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

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

PART IV

|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

Exhibits required by Item 601 of Regulation
S-K

|Exhibit |                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                   
|(3)     | (i) Articles
        of Incorporation; and (ii) Bylaws                                                                                                                                                                                        
|3.1     | Articles of Incorporation (Incorporated
        by reference to the Form SB-2 filed on July 22, 2005)                                                                                                                                         
|3.2     | Bylaws (Incorporated
        by reference to the Form SB-2 filed on July 22, 2005)                                                                                                                                                            
|3.3     | Certificate of Change filed with
        the Secretary of State of Nevada on December 20, 2007 (Incorporated by
        reference to the Form 8-K filed on December 27, 2007)                                                                 
|(10)    | Material Contracts                                                                                                                                                                                                                            
|10.1    | Property Purchase Agreement dated
        April 11, 2005 (Incorporated by reference to the Form SB-2 filed on July
        22, 2005)                                                                                                          
|10.2    | Share Cancellation/Return
        to Treasury Agreement dated May 1, 2008 (Incorporated by reference to
        our Current Report on Form 8-K filed on May 6, 2008)                                                                          
|10.3    | Amended Share Cancellation/Return
        to Treasury Agreement dated June 30, 2008 (Incorporated by reference to
        our Current Report on Form 8-K filed on July 15, 2008)                                                              
|10.4    | Share Cancellation/Return
        to Treasury Agreement with Drew Simpson dated June 30, 2008 (Incorporated
        by reference to our Current Report on Form 8-K filed on July 15, 2008)                                                    
|10.5    | Stock Exchange Agreement between
        our company, Compania Minera Cerros Del Sur, S.A. and Mayan Gold Inc.
        dated February 9, 2010 (Incorporated by reference to our Current Report
        on Form 8-K filed on February 12, 2010)
|(14)    | Code of Ethics                                                                                                                                                                                                                                
|14.1    | Code of Ethics (Incorporated
        by reference to the Form 10-KSB filed on August 10, 2007)                                                                                                                                                
|(31)    | Section 302
        Certification                                                                                                                                                                                                             
|31.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                  

31

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

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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, 2010                                              

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 2010 
|Kelly Fielder                    |  |                                   |                
|                                 |  |                                   |                
|                                 |  |                                   |                
|                                 |  |                                   |                
|                                 |  |                                   |                
|/s/ Paul Campbell
      Gladston |  | Director                          | August 13, 2010
|Paul Campbell Gladston           |  |                                   |                

33

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