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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended April 30, 2008

[ ] 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.(Name
of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|Suite 500, 1500 Rosecans Avenue                                      |                                     
|Manhattan Beach, CA                                                  | 90266                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number 310.706.4009

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

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

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.

Yes [X] No [ ]

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2

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]

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 issuers revenues for its most recent fiscal year. $0

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

32,055,000 common shares @ $0.525(1)= $16,828,875

(1)Average of bid and ask closing prices on July 16,
2008.

State the number of shares outstanding of each of the issuers
classes of equity stock, as of the latest practicable date.

64,555,000 common shares issued and outstanding as of July
16, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X].

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CAUTIONARY STATEMENT

This annual report contains forward-looking. 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 companys 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
references to common shares refer to the common shares of our capital
stock.

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

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Corporate Overview

The address of our principal executive office is Suite 500,
1500 Rosecans Avenue, Manhattan Beach, CA 90266. Our telephone number is
310.706.4009.

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

We do not have any subsidiaries.

Corporate History

We were incorporated on February 26, 2002 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 expiry date was the
deadline for the claim renewal each year. We were to renew the Mahatta Property
claim by April 3 of each year in order to maintain the claim. According to the
Mineral Tenure Act of British Columbia, a mineral claim may be held

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for one year and thereafter from year to year. In order to
maintain a mineral lease the holder of the lease must, on or before the
anniversary date, spend CAN$100, or approximately $84 USD, each year per unit
leased during the first three 1 year terms; and CAN$200, or approximately $168
USD, each year per unit for subsequent 1 year terms. The required expenditure
can be in the form of expenditures on exploration or can be in the form of a
direct payment to the Province of British Columbia. If in any year, the required
exploration work expenditure is not completed and filed with the Province prior
to the lease expiry date, or if a payment is not made to the Province of British
Columbia in lieu of the required work prior to the lease expiry date, the
mineral claims will lapse. A maximum of ten years of work credit may be filed on
a claim.

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.

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

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

On June 10, 2008, we entered into a letter of intent with
Striker Petroleum LLC, to participate as a working interest partner in the
drilling and completion of the Idaho Falls Prospect in Eastern Idaho, a domestic
wildcat oil and natural gas play that is estimated to contain over 2.3 billion
barrels of oil (BBO) and 11.5 trillion cubic feet (TCF) of natural gas.

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

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

Our Current Business

We are an exploration stage company engaged in the acquisition
of mineral claims and exploration of our mineral property. To date, we have not
conducted any exploration on our mineral property asset known as the Mahatta
property located southwest of Port Alice, British Columbia on Vancouver Island.
On April 11, 2005, we acquired outright, a 100% interest in the property for a
purchase price of $250 consisting of the issuance of 250,000 shares of our
common stock at a deemed issuance price of $0.001 (based upon the par value of
our common stock). Activities to date have consisted solely of the staking of
mining claims. We did not engage in any other business activities since
inception. Seeking out a suitable property was our only business activity since
inception, culminating in the acquisition of the Mahatta property on April 11,
2005.

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.

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On June 10, 2008, we entered into a letter of intent with
Striker Petroleum LLC, to participate as a working interest partner in the
drilling and completion of the Idaho Falls Prospect in Eastern Idaho, a domestic
wildcat oil and natural gas play that is estimated to contain over 2.3 billion
barrels of oil (BBO) and 11.5 trillion cubic feet (TCF) of natural gas.

We have not yet developed our mining property in to a producing
mine, nor have we earned revenue from our sole property. Our property does not
contain a known commercially viable deposit suitable for mining. There is no
assurance that any commercially viable mineral deposits exist on our property.
Exploration will be required before a final evaluation as to the economic
feasibility is determined. Our plan of operations is to conduct mineral
exploration activities on the Idaho Falls Prospect upon completion of a formal
agreement with Striker Petroleum in order to assess whether this claim possess
commercially viable mineral deposits. Our exploration program is designed to
explore for economically viable mineral deposits, specifically gold and/or
copper.

At this time we have no further plans beyond exploring the
potential of the Idaho Falls Prospect. There can be no assurance that economic
mineral deposits or reserves exist on the Idaho Falls Prospect until appropriate
exploration work is done and an economic evaluation based on such work concludes
that production of minerals from the property is economically feasible.

We must explore for and find mineralized material and determine
if it is economically feasible to remove the mineral reserves. Economically
feasible means that the costs associated with the removal of the mineralized
material will not exceed the price at which we can sell the mineralized
material. We do not claim to have any minerals or reserves whatsoever at this
time on our only property.

We have had net losses from inception to April 30, 2008. Our
financial statements for each of our year end periods from inception to April
30, 2008 were prepared assuming that we would continue as a going concern, in
the view of our independent auditors, these conditions raise substantial doubt
about our ability to continue as a going concern. Furthermore, since we do not
expect to generate any significant revenues for the foreseeable future, our
ability to continue as a going concern depends, in large part, on our ability to
raise additional capital through equity financing transactions. If we are unable
to raise additional capital, we may be forced to discontinue our business.

Even if we complete an exploration program on the Idaho Falls
Prospect and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit. At this stage, it
would be impossible for us to determine with any degree of certainty an estimate
for the future costs of exploration required to determine the potential for an
economic mineral deposit.

The most likely source of future funds presently available to
us is through the sale of equity capital. Any sale of share capital will result
in dilution to existing shareholders. The only other anticipated alternative for
the financing of further exploration would be advances from related parties,
which is not presently contemplated.

Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. We have not yet commenced
the initial phase of exploration on the Idaho Falls Prospect. Once we have
completed each phase of exploration, we will make a decision as to whether or
not we proceed with each successive phase based upon the analysis of the results
of that program. Our directors will make this decision based upon the
recommendations of the independent geologist who oversees the program and
records the results.

The search for valuable minerals as a business is extremely
risky. The likelihood of our mineral claims containing economic mineralization
or reserves is extremely remote. Exploration for minerals is a speculative
venture necessarily involving substantial risk. In all probability, the Idaho
Falls Prospect does not contain any reserves and funds that we spend on
exploration will be lost. As well, problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. In such a case, we would be unable
to complete our business plan.

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

Employees

As of April 30, 2008, we had no employees other than our
directors and officers.

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.

Risks Associated With Our Business

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

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

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

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

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

We were incorporated on February 26, 2002 and we have not
realized any revenues. We have no operating history upon which an evaluation of
our future success or failure can be made. Our net loss from inception to April
30, 2008 is $158,293. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:

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

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

Because we will have to spend additional funds to determine
if we have a reserve, if we cannot raise the money we will have to cease
operations and you could lose your investment.

Even if we complete our current exploration programs and are
successful in identifying a mineral deposit, we will have to spend substantial
funds on further drilling and engineering studies before we will know if we have
a commercially viable mineral deposit, a reserve.

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

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

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

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

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

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

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Risks Associated with Our Common Stock

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

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

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

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

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

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

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

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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 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 the risk factors before making an investment decision with
respect to our common stock.

ITEM 2. DESCRIPTION OF PROPERTY.

Executive Offices

Our principal offices are located at Suite 500, 1500 Rosecans
Avenue, Manhattan Beach, CA 90266. Our telephone number at our principal office
is 310.706.4009. We lease our office space at this location on a month-to-month
basis at a rental rate of approximately $225 per month. We believe that our
office space and facilities are sufficient to meet our present needs and do not
anticipate any difficulty securing alternative or additional space, as needed,
on terms acceptable to us.

Properties

There is no assurance that a commercially viable mineral
deposit or reserve exists on our properties, or that we will be able to identify
any mineral deposit or reserve on our properties that can be developed
profitably. Even if we do discover commercially exploitable levels of minerals
or reserves on our properties, which is unlikely, there can be no assurance that
we will be able to enter into commercial production of our properties.

We have not found any other properties either for staking or
purchasing but will seek such properties during the next year to diversify our
holdings. Any staking and/or purchasing of properties may involve the issuance
of substantial blocks of our shares.

Mahatta Project

On April 11, 2005, we acquired, on an arms length basis, from
Raymond Wei Min Xu, a 100% interest in a 1223 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, from treasury, at a price of $0.001 per
share for total consideration of $250. The expiry date is the deadline for the
claim renewal each year. We were to renew the Mahatta Property claim by April 3
of each year in order to maintain the claim. According to the Mineral Tenure Act
of British Columbia, a mineral claim may be held for one year and thereafter
from year to year. In order to maintain a mineral lease the holder of the lease
must, on or before the anniversary date, spend CAN$100, or approximately $84
USD, each year per unit leased during the first three 1 year terms; and CAN$200,
or approximately $168 USD, each year per unit for subsequent 1 year terms. The
required expenditure can be in the form of expenditures on exploration or can be
in the form of a direct payment to the Province of British Columbia. If in any
year, the required exploration work expenditure is not completed and filed with
the Province prior to the lease expiry date, or if a payment is not made to the
Province of British Columbia in lieu of the required work prior to the lease
expiry date, the mineral claims will lapse. A maximum of ten years of work
credit may be filed on a claim.

The Mahatta Property is one mineral lease each consisting of 24
units. The Mahatta lease expires 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.

9

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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.

Idaho Falls Prospect

On June 10, 2008, we entered into a letter of intent with
Striker Petroleum LLC, to participate as a working interest partner in the
drilling and completion of the Idaho Falls Prospect in Eastern Idaho, a domestic
wildcat oil and natural gas play that is estimated to contain over 2.3 billion
barrels of oil (BBO) and 11.5 trillion cubic feet (TCF) of natural gas.

ITEM 3. LEGAL PROCEEDINGS.

Our company is not a party to any pending legal proceeding and
no legal proceeding is contemplated or threatened as of the date of this annual
report.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock was accepted for quotation on the OTC Bulletin
Board under the Symbol RZRR on July 27, 2006. On December 26, 2007, we
effected a fifteen for one forward stock split of our common shares and
subsequently our symbol was changed to RZOR.

The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

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 BoardQuarter Ended(1)
      High
      LowApril 30, 2008
    $0.9555
    $0.41January 31, 2008
    $0.55
    $0.55October 31, 2007
    $N/A
    $N/AJuly 30, 2007
    $1.60
    $1.60April 30, 2007
    $2.25
    $1.5January 31, 2007
    $2.00
    $1.90October 31, 2006
    $1.30
    $1.00July 30, 2006
    $0.95
    $0.79


(1)
    Our common stock received approval for quotation on July
      27, 2006. The first trade occurred on July 28,
2006.


On July 18, 2008, the closing price for the common stock as
reported by the quotation service operated by the OTC Bulletin Board was
$0.70.

As of July 28, 2008, there were 32 holders of record of our
common stock. As of such date, 64,555,000 common shares were issued and
outstanding.

10

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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.

Dividend Policy

No cash dividends have been paid by our company on our common
stock. We anticipate that our companys future earnings will be retained to
finance the continuing development of our business. The payment of any future
dividends will be at the discretion of our companys board of directors and will
depend upon, among other things, future earnings, any contractual restrictions,
the success of business activity, regulatory and corporate law requirements and
the general financial condition of our company.

Recent Sales of Unregistered Securities

We completed an offering of 363,000 shares of our common stock
at a price of $0.10 per share to a total of 27 shareholders on March 15, 2005.
The total amount received from this offering was $10,000. The securities were
issued to 27 non U.S. persons (as that term is defined in Regulation S of the
Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

We completed an offering of 250,000 shares of our common stock
at a price of $0.001 per share to a total of one shareholder on April 11, 2005.
Razor acquired the Mahatta property as payment for the common shares of this
offering. The securities were issued to one non U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended April 30, 2008.

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

The following is a discussion and analysis of our plan of
operation for the next year ended April 30, 2009, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our Note on Forward Looking Statements and Risk Factors for a
list of our risk factors.

Cash Requirements

We are an exploration stage company that has not generated or
realized any significant revenues from our business operations.

We are an exploration company and we will be structuring our
acquisitions of resource rights so that individual properties can be optioned
for exploration and subsequently acquired at reasonable cost if justified by
exploration results. Properties which we determine do not warrant further
exploration or development expenditures are divested, typically without further
financial obligation to us. Although we believe that our exploration properties
may contain significant mineral deposits and reserves, our analysis of most of
these properties is at a preliminary stage and some or all of the properties may
not advance to a development stage. The activities performed to date at these
properties

11

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often have involved the analysis of data from previous
exploration efforts by others, supplemented by our own exploration programs.

There is no assurance that a commercially viable petroleum
reserve exists on any of our properties, or that we will be able to identify any
petroleum reserves on any of these properties that can be developed profitably.
Even if we do discover commercially exploitable levels of petroleum reserves on
any of our properties, there can be no assurance that we will be able to enter
into commercial production of our properties.

Not accounting for our working capital deficit of $87,390, we
require additional funds of approximately $25,000 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.

Our auditors have issued a going concern opinion for the year
ended April 30, 2008. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
significant revenues and no significant revenues are anticipated until
production on our properties increase. As we had cash in the amount of $833and a working capital deficit in the amount of $87,390as of April
30, 2008, we do not have sufficient working capital to enable us to carry out
our stated plan of operation for the next twelve months. We will require
additional funds to implement our growth strategy in exploration operations.
These funds may be raised through equity financing, debt financing, or other
sources, which may result in further dilution in the equity ownership of our
shares. We currently do not have any arrangements in place for the completion of
any debt financings or private placement financings and there is no assurance
that we will be successful in completing any debt financing or private placement
financing.

Estimated Net Expenditures During the Next Twelve
Months

General and administrative
    $
    15,000Exploration Expenses
    $
    5,000Professional fees
    $
    5,000Total
    $
    25,000


Liquidity and Capital Resources

As of the date of this annual report, we have generated limited
revenues of $8,000 from our business activities.

As of April 30, 2008, our total assets were $833 and our total
liabilities were $117,825 and we had a working capital deficit of $87,390. Our
financial statements report a net loss of $25,440 for the year ended April 30,
2008, and a net loss of $158,293 for the period from February 15, 2002 (date of
incorporation) to April 30, 2008. Our losses have increased primarily as a
result of professional fees and office facility costs incurred. Our net loss
from operations decreased to $25,440 for the year ended April 30, 2008, as
compared to $71,130 for the year ended April 30, 2007.

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 the equity offerings and
loan transactions noted above.

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration, and, finally, achieving
a profitable level of operations. The issuance of additional equity securities
by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements.

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There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Product Research and Development

We are conducting research in the form of exploration of our
properties.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending April 30, 2009.

Employees

Currently our only employees are our directors and officers. We
do not expect any material changes in the number of employees over the next 12
month period. We do and will continue to outsource contract employment as
needed.

Going Concern

We have suffered recurring losses from operations. The
continuation of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended April 30, 2008, our independent
auditors included an explanatory paragraph regarding the substantial doubt about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

ITEM 7. FINANCIAL STATEMENTS

Our audited financial statements for the fiscal years ended
April 30, 2008 and April 30, 2007 follow Item 14, beginning at page 26.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective as of June 28, 2007, Moen and Company, Chartered
Accountants was dismissed as the principal independent accountants of our
company. The dismissal of Moen and Company was approved by our company's board
of directors.

For the fiscal period ending April 30, 2006 and for the fiscal
period ending April 30, 2005, the reports of the former independent accountants,
Moen and Company, contained no adverse opinion, disclaimer of opinion or
qualification or modification as to uncertainty, audit scope or accounting
principles, except for a "going concern" opinion issued in its reports for the
year ended April 30, 2006.

13

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During our company's fiscal period ending April 30, 2006 and
for the fiscal period ending April 30, 2005 and any subsequent interim period
preceding the date hereof, there were no disagreements with the former
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountants would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.

During our fiscal period ending April 30, 2006 and for the
fiscal period ending April 30, 2005 and any subsequent interim period preceding
the date hereof, there were no reportable events (as described in paragraph
304(a) (1) (IV) (B) of Regulation S-B).

Effective as of June 29, 2007, we engaged Fazzari + Partners,
LLP, Chartered Accountants, as our principal independent accountants to audit
the financial statements of our company. During our most recent fiscal year, and
any subsequent period prior to engaging Fazzari + Partners, LLP, Chartered
Accountants, neither our company nor, to the best of our knowledge, anyone
acting on our behalf, consulted Fazzari + Partners regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
our company's financial statements, and either a written report was provided to
our company or oral advice was provided that the new accountant concluded was an
important factor considered by our company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
subject of a disagreement with the former accountant or a reportable event (as
described in paragraph 304(a)(1)(iv) of Regulation S- B).

ITEM 8A. 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 (our
principal executive officer, principal accounting officer and principal
financial 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.

As of April 30, 2008, the end of the year covered by this
report, our president (our principal executive officer, principal accounting
officer and principal financial officer) carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (our principal executive
officer, principal accounting officer and principal financial officer) concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.

There have been no changes in our internal controls over
financial reporting that occurred during the year ended April 30, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

Managements Report on Disclosure 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 (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of April 30, 2008, 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 (our principal executive officer, principal
accounting officer and principal financial officer), of the effectiveness of the
design and operation of our disclosure controls and

14

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procedures. Based on the foregoing, our president (our
principal executive officer, principal accounting officer and principal
financial 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 (as defined in Rule 13a-15(f)
under the Securities Exchange Act, as amended). In fulfilling this
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, 2008. 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, 2008, 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.

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

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement 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 significant changes in our internal controls
over financial reporting that occurred during the year ended April 30, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE

EXCHANGE ACT.

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of our shareholders and until such directors successor is elected and
has been qualified, or until such directors earlier death, resignation or
removal. The following table sets forth the names, positions and ages of our
executive officers and directors. Our board of directors elects officers and
their terms of office are at the discretion of our board of directors.

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedJordan Welsh
    President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer and Director
    51
    November 1, 2007Duncan J. Bain
    Director
    54
    January 30, 2008Steven E. Fisher
    Director
    56
    June 2, 2008


Business Experience

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

Jordan Welsh  President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and Director

Mr. Welsh was elected a director on November 1, 2007. On
November 27, 2007, Mr. Walsh was appointed president and on December 4, 2007,
Mr. Welsh was appointed secretary and treasurer of our company.

From 1983 to 2005, Mr. Welsh acted as fleet and lease manager
and vice president with Totem Automotive Group. From 2005 to 2007, Mr. Welsh was
the chief executive officer and president of JW Auto Group acting as an
administrator of a multi-million dollar lease portfolio. Mr. Welsh has received
the Peak Performer Award, Sales Manager from Ford of Canada and was the winner
of the FALS Leasing Program for volume also from Ford of Canada.

Duncan J. Bain - Director

Mr. Bain was elected a director on January 31, 2008.

Mr. Bain has over 30 years experience in the mineral
exploration industry in Canada, Mexico, Peru, Saudi Arabia, China, Colombia,
Ecuador, Portugal and Papua/New Guinea. Since 1992, Mr. Bain has provided
services to various mining companies through Duncan Bain Consulting Ltd.
including the preparation of engineering reports, underground and surface
sampling, property and regional mapping and supervision and review of drilling
programs.

Mr. Bain is a director of St. Elias Mines Ltd. (a company
listed on the TSX Venture Exchange), Tao Minerals Inc., HiHo Silver, Geneva
Resources and Cross Creek Mining (a private Vancouver, Canada based
company).

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Mr. Bain obtained a Bachelor of Science Degree, Geology, from
the University of Western Ontario in London, Ontario in 1977 and holds various
professional designations, including Fellow, Geological Association of Canada,
Professional Geoscientist of BC (P.Geo., 1991  APEGBC), Professional
Geoscientist of Ontario (P.Geo., 2004 APGO) and Member, Prospectors and
Developers Association of Canada. Mr. Bain is also a Qualified Person as defined
by National Instrument 43-101 (Canada).

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.

Audit Committee and Audit Committee Financial Expert

We do not have an Audit Committee; our board of directors
performs the functions of an Audit Committee. The current size of our board of
directors does not facilitate the establishment of a separate committee.

Our board of directors has determined that it does not have a
member of the audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues reasonably expected to be raised by our company. In
addition, 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 revenues to date.

Other Committees of the Board

Compensation Committee

We do not have a compensation committee.

Nominating Committee

We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors.

The current size of our board of directors does not facilitate
the establishment of a separate committee. We hope to establish a separate
Nominating Committee consisting of independent directors, if the number of our
directors is expanded.

Family Relationships

There are no family relationships between any director or
executive officer.

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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 offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|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 Securities and Exchange 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 fiscal year ended April 30, 2008, 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
      FormsJordan Welsh
    Nil
    Nil
    NilDuncan J. Bain
    Nil
    Nil
    NilSteven E. Fisher
    1(1)
    1(1)
    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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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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.

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-KSB. We will provide a copy of the Code of Ethics and Business Conduct to

19

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any person without charge, upon request. Requests can be sent
to: Razor Resources Inc., Suite 500, 1500 Rosecarns Avenue, Manhattan Beach, CA
90266.

Nomination Process

As of July 16, 2008, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the President of our company at the address on the
cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(e) of
Regulation S-B, nor do we have a board member that qualifies as 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
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does 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, consisting of Michael Hill and Oscar
Fernandez. In addition, 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 revenues from
operations to date.

ITEM 10. EXECUTIVE COMPENSATION.

Executive Compensation

The particulars of compensation paid to the following
persons:

|(a) | our principal executive officer;                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended April 30, 2008; and                                                                      
|    |                                                                                                                                                                                                                                     
|(c) | 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 year ended
      April 30, 2008,

who we will collectively refer to as our named executive
officers, of our company for the years ended April 30, 2008 and April 30, 2007,
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 officer, whose total compensation does not exceed $100,000 for the
respective fiscal year:

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SUMMARY COMPENSATION TABLEName and Principal
      Position
      Year
      Salary
      ($)
      Bonus
      ($)
      Stock
      Awards ($)
      Option
      Awards ($)
      Non-Equity Incentive
      Plan Compensa- tion ($)
      Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings ($)
      All Other
      Compensa- tion ($)
      Total
      ($)Jordan Welsh(1)President,
      Chief Executive Officer, Secretary and
      Treasurer
    2008 2007
    $Nil $N/A
    $Nil $N/A
    $Nil $N/A
    $Nil $N/A
    $Nil $N/A
    $Nil $N/A
    $Nil $N/A
    $Nil $N/ABing Wong(2)Former President,
      Secretary and Treasurer
    2008 2007
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil
    $Nil $Nil


| | (1) | Mr. Welsh was appointed President on November 27,
      2007.                                                
| | --- | -------------------------------------------------------------------------------------------------------------
| |     |                                                                                                              
| | (2) | Mr. Wong resigned as President on November 27, 2007 and
      as Secretary and Treasurer on December 4, 2007.

There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at April 30, 2008, there were no unexercised options or
stock that had not vested in regards to our executive officers, and there were
no equity incentive plan awards for our executive officers during the year ended
April 30, 2008.

Options Grants in the Year Ended April 30, 3008

During the year ended April 30, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended April 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
April 30, 2008 and no stock options held by our executive officers at the end of
the year ended April 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended April 30, 2008

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended April 30, 2008, we did not pay any compensation or grant any stock options
to our directors.

21

---

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of July 16, 2008, 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.
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
      Ownership
      Percentage of
      Class(1)Jordan Welsh 1351 Lily Street Healdsburg, CA 95448
    Nil
    0%Duncan J. Bain 49 Midale Crescent London, ON Canada,
      N5X 3C2
    Nil
    0%Steven E. Fisher 2702 Cormier Drive Bakersfield, CA
      93311
    250,000 common shares
    0.36%Directors
      and Executive Officers as a Group(1)
    250,000 common shares
    0.36%


|(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 28, 2008. As of July 28, 2008, there
      were 64,555,000 shares of our companys common stock issued and
      outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

We are not aware of any arrangement that might result in a
change in control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or
other form of equity plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

No director, executive officer, principal shareholder holding
at least 5% of our common shares, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction,
during the year ended April 30, 2008, in which the amount involved in the
transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.

22

---

Corporate Governance

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an "audit committee financial expert" as defined in Item 407(d) (5)
(ii) of Regulation S-B. We have determined, however, that Steven E. Fisher and
Duncan J. Bain are independent directors as defined in section 803 of the Amex
Company Guide.

We believe that our members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does 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 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 revenues from operations to date.

Transactions with Independent Directors

We currently do not have any independent directors.

ITEM 13. EXHIBITS.

|Exhibit | Description                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                          
|(3)     | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                          
|3.1     | Articles of Incorporation of the Company (incorporated by
      reference to the Form 10-SB filed with the Securities and Exchange
      Commission on July 22, 2005).                                                                   
|        |                                                                                                                                                                                                                                          
|3.2     | Bylaws of the Company (incorporated by reference to the
      Form 10-QSB filed with the Securities and Exchange Commission 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 with the Securities and Exchange Commission on December 27, 2007).                   
|        |                                                                                                                                                                                                                                          
|(10)    | Material Contracts                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|10.1    | Property Purchase Agreement (incorporated by reference to
      the Form 10-QSB filed with the Securities and Exchange Commission on July
      22, 2005).                                                                               
|        |                                                                                                                                                                                                                                          
|10.2    | Share Cancellation/Return to Treasury Agreement
      (incorporated by reference to our Current Report on Form 8-K filed with
      the Securities and Exchange Commission 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 with the Securities and Exchange Commission on July 14,
      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 with the Securities and Exchange Commission on
      July 14, 2008).
|        |                                                                                                                                                                                                                                          
|(14)    | Code of Ethics                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                          
|14.1    | Code of Ethics (incorporated by reference to the Form
      10-KSB filed with the Securities and Exchange Commission on August 10,
      2007).                                                                                          

23

---

|Exhibit | Description                                                                      
|------- | ---------------------------------------------------------------------------------
|Number  |                                                                                  
|        |                                                                                  
|(31)    | 302 Certification                                                                
|        |                                                                                  
|31.1*   | Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Jordan Welsh.
|        |                                                                                  
|(32)    | 906 Certification                                                                
|        |                                                                                  
|32.1*   | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Jordan Welsh.

*Filed herewith

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's principal accountant, for
the year ended April 30, 2008 and April 30, 2007:

Services
      2008
      2007Audit fees
    $5,775
    $5,830Tax fees
    $Nil
    $NilAll other fees
    $7,160
    $49,784Total fees
    $12,935
    $55,614


Audit Fees. Consist of fees billed for professional
services rendered for the audits of our financial statements, reviews of our
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided by Fazzari + Partners, Chartered Accountants LLP for the fiscal years
ended April 2008 and 2007 in connection with statutory and regulatory filings or
engagements.

Tax Fees. Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

We do not use Fazzari + Partners, Chartered Accountants LLP for
financial information system design and implementation. These services, which
include designing or implementing a system that aggregates source data
underlying the financial statements or generates information that is significant
to our financial statements, are provided internally or by other service
providers. We do not engage Webb & Company, P.A to provide compliance
outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Fazzari + Partners, Chartered Accountants
LLP is engaged by us to render any auditing or permitted non-audit related
service, the engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board of directors has pre-approved the
provision by our independent auditors of specific

24

---

audit, audit related, tax and other non-audit services as being
consistent with auditor independence. Requests or applications to provide
services that require the specific pre-approval of the board of directors must
be submitted to the board of directors by the independent auditors, and the
independent auditors must advise the board of directors as to whether, in the
independent auditors view, the request or application is consistent with the
Securities and Exchange Commission's rules on auditor independence.

The board of directors has considered the nature and amount of
the fees billed by Fazzari + Partners, Chartered Accountants LLP and believes
that the provision of the services for activities unrelated to the audit is
compatible with maintaining the independence of Fazzari + Partners, Chartered
Accountants LLP

25

---

RAZOR RESOURCES INC.

April 30, 2008 and 2007

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles.

It is the opinion of management that the audited financial
statements for the fiscal year ended April 30, 2008 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

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

|1. | Report of Independent Registered Public Accounting Firm,
      dated July 29, 2008;
|-- | -----------------------------------------------------------------------------------
|   |                                                                                    
|2. | Balance Sheet;                                                                     
|   |                                                                                    
|3. | Statements of Operations;                                                          
|   |                                                                                    
|4. | Statements of Cash Flows;                                                          
|   |                                                                                    
|5. | Statements of Stockholders Equity;                                                
|   |                                                                                    
|6. | Notes to Financial Statements.                                                     

26

---

July 29, 2008

Report of Independent Registered Public Accounting
  Firm

To the Board of Directors and Shareholders of:

Razor Resources Inc. (A Development Stage Company)

We have audited the accompanying balance sheet of Razor
  Resources Inc. (A Development Stage Company) as at April 30, 2008 and
  the statements of stockholders' deficit, operations and cash flows for the year
  then ended. These financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion of these financial
  statements based on our audit.

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

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of the Company
  as at April 30, 2008 and the results of its operations and cash flows for the
  year then ended, in conformity with the accounting principles generally accepted
  in the United States of America.

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

Yours truly,

FAZZARI + PARTNERS LLPChartered Accountants 
  Licensed Public Accountants

F-1

---

|RAZOR RESOURCES INC.                           
|-----------------------------------------------
|(A Nevada Corporation)                         
|Balance Sheet                                  
|April 30, 2008                                 
|(With Comparative Figures as at April 30, 2007)
|(Expressed in
      U.S. Dollars)              

|ASSETS                                                                 |  |                |   |  |          |  
|---------------------------------------------------------------------- |  | -------------- | - |  | -------- | -
|                                                                       |  | As at April 30 |   |  |          |  
|                                                                       |  | 2008           |   |  | 2007     |  
|Current Assets                                                         |  |                |   |  |          |  
|Cash                                                                   |  | 833            |   |  | 98       |  
|TOTAL
      ASSETS                                                     |  | 833            |   |  | 98       |  
|                                                                       |  |                |   |  |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                  |  |                |   |  |          |  
|                                                                       |  |                |   |  |          |  
|Current Liabilities                                                    |  |                |   |  |          |  
|Accounts payable and accrued liabilities                               |  | 88,223         |   |  | 81,500   |  
|TOTAL CURRENT
      LIABILITIES                                        |  | 88,223         |   |  | 81,500   |  
|                                                                       |  |                |   |  |          |  
|Long Term Liability                                                    |  |                |   |  |          |  
|Loan from Shareholder                                                  |  | 29,602         |   |  | 10,150   |  
|TOTAL LONG TERM
      LIABILITIES                                      |  | 29,602         |   |  | 10,150   |  
|                                                                       |  |                |   |  |          |  
|Stockholders' Equity                                                   |  |                |   |  |          |  
|Capital Stock (Note 6)                                                 |  |                |   |  |          |  
|Authorized:                                                            |  |                |   |  |          |  
|1,050,000,000 common shares at $0.001 par value                        |  | 5,137          |   |  | 5,137    |  
|Issued and
      fully paid                                            |  |                |   |  |          |  
|79,755,000
      common shares at par value of $0.001 per share        |  |                |   |  |          |  
|(2007: 5,137,000 common
      shares at par value of $0.001 per share) |  |                |   |  |          |  
|Additional
      paid in capital                                       |  | 36,163         |   |  | 36,163   |  
|Deficit, accumulated during the
      exploration stage                |  | (158,293       | ) |  | (132,852 | )
|TOTAL STOCKHOLDERS' DEFICIT                                            |  | (116,993       | ) |  | (91,552  | )
|TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT                      |  | 833            |   |  | 98       |  

|Approved on Behalf of the Board |                                       
|------------------------------- | --------------------------------------
|"Jordan Welsh"                  | , Director and Chief Executive Officer

See Accompanying Notes

F-2

---

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

|                                    |  |                    |   |  |         |   |  | Inception   |  
|----------------------------------- |  | ------------------ | - |  | ------- | - |  | ----------- | -
|                                    |  |                    |   |  |         |   |  | Date of     |  
|                                    |  |                    |   |  |         |   |  | February 26 |  
|                                    |  |                    |   |  |         |   |  | 2002 to     |  
|                                    |  | For the Year Ended |   |  |         |   |  | April 30,   |  
|                                    |  | 2008               |   |  | 2007    |   |  | 2008        |  
|Revenues                            |  |                    |   |  |         |   |  |             |  
|Consulting Income                   |  | -                  |   |  | -       |   |  | 8,000       |  
|                                    |  |                    |   |  |         |   |  |             |  
|General and Administration Expenses |  |                    |   |  |         |   |  |             |  
|Filing Fees                         |  | 1,984              |   |  | 1,056   |   |  | 5,032       |  
|Professional Fees                   |  | 12,935             |   |  | 55,614  |   |  | 111,990     |  
|Management
      Fees               |  | -                  |   |  | -       |   |  | 11,250      |  
|Facilities Costs                    |  | 7,317              |   |  | 12,000  |   |  | 31,317      |  
|Office
      Costs                  |  | 5,545              |   |  | -       |   |  | 5,545       |  
|Travel Costs                        |  | 3,435              |   |  | -       |   |  | 3,435       |  
|Registered
      Fees               |  | -                  |   |  | 100     |   |  | 250         |  
|Mineral Property Cost               |  | -                  |   |  | 2,250   |   |  | 2,500       |  
|Bank Service Charges                |  | 224                |   |  | 110     |   |  | 973         |  
|                                    |  | 25,440             |   |  | 71,130  |   |  | 166,293     |  
|                                    |  |                    |   |  |         |   |  |             |  
|Net Loss for the Period             |  | (25,440            | ) |  | (71,130 | ) |  | (158,293    | )

Net Loss per ShareBasic and Diluted
    
    (0.01
    )
    
    (0.02
    )Weighted Average Number of SharesShares used to compute net lossBasic and Diluted
    
    5,137,000
    
    
    5,137,000


See Accompanying Notes

F-3

---

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

|                                                 |  |                   |   |  |           |   |  | Inception   |  
|------------------------------------------------ |  | ----------------- | - |  | --------- | - |  | ----------- | -
|                                                 |  |                   |   |  |           |   |  | Date of     |  
|                                                 |  |                   |   |  |           |   |  | February 26 |  
|                                                 |  |                   |   |  |           |   |  | 2002 to     |  
|                                                 |  | Fiscal Year Ended |   |  | April 30, |  
|                                                 |  | 2008              |   |  | 2007      |   |  | 2008        |  
|                                                 |  |                   |   |  |           |   |  |             |  
|Cash Provided by (Used for)                      |  |                   |   |  |           |   |  |             |  
|Operating Activities                             |  |                   |   |  |           |   |  |             |  
|Net Loss for the period                          |  | (25,440           | ) |  | (71,130   | ) |  | (158,293    | )
|Changes in non-cash working capital items        |  |                   |   |  |           |   |  |             |  
|Accounts Payable and Accrued Liabilities         |  | 6,723             |   |  | 67,450    |   |  | 88,223      |  
|Cash used for
      operating activities         |  | (18,717           | ) |  | (3,680    | ) |  | (70,069     | )
|                                                 |  |                   |   |  |           |   |  |             |  
|Investing
      Activities                       |  |                   |   |  |           |   |  |             |  
|                                                 |  |                   |   |  |           |   |  |             |  
|Financing Activities                             |  |                   |   |  |           |   |  |             |  
|Capital stock subscribed                         |  | -                 |   |  | -         |   |  | 41,300      |  
|Loan
      from Shareholder                      |  | 19,452            |   |  | 2,250     |   |  | 29,602      |  
|Cash provided by financing activities            |  | 19,452            |   |  | 2,250     |   |  | 70,902      |  
|                                                 |  |                   |   |  |           |   |  |             |  
|Cash increase (decrease) during the
      period |  | 736               |   |  | (1,430    | ) |  | 833         |  
|                                                 |  |                   |   |  |           |   |  |             |  
|Cash, Beginning of Period                        |  | 98                |   |  | 1,528     |   |  | -           |  
|                                                 |  |                   |   |  |           |   |  |             |  
|Cash, End of Period                              |  | 833               |   |  | 98        |   |  | 833         |  

See Accompanying Notes

F-4

---

|RAZOR RESOURCES INC.                                                                                   
|-------------------------------------------------------------------------------------------------------
|(A Nevada Corporation)                                                                                 
|Statement of Stockholders' Deficit from the Date of
      Inception to Fiscal Year Ended April 30, 2008
|(Expressed in
      U.S. Dollars)                                                                      

|                                        |  | **Price** |  |  | Number of |   |  | Capital Stock |   |  | Additional |  |  |          |   |  | Total         |  
|--------------------------------------- |  | --------- |  |  | --------- | - |  | ------------- | - |  | ---------- |  |  | -------- | - |  | ------------- | -
|                                        |  | **Per**   |  |  | Common    |   |  | at Par        |   |  | Paid-in    |  |  |          |   |  | Stockholders' |  
|                                        |  | **Share** |  |  | Shares    |   |  | Value         |   |  | Capital    |  |  | Deficit  |   |  | Deficit       |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, February 26, 2002              |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Shares issued (April 19, 2002)          |  | 0.001     |  |  | 3,750,000 |   |  | 3,750         |   |  | -          |  |  | -        |   |  | 3,750         |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the period from
      date |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|of inception on February 15, 2003       |  |           |  |  |           |   |  |               |   |  |            |  |  | (27      | ) |  | (27           | )
|to April 30, 2002                       |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, April 30, 2002                 |  |           |  |  | 3,750,000 |   |  | 3,750         |   |  | -          |  |  | (27      | ) |  | 3,723         |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Shares issued (May 28, 2002)            |  | 0.001     |  |  | 750,000   |   |  | 750           |   |  |            |  |  |          |   |  | 750           |  
|Shares issued (November 13,
      2002) |  | 0.001     |  |  | 250,000   |   |  | 250           |   |  |            |  |  |          |   |  | 250           |  
|Shares issued (November 21, 2002)       |  | 0.100     |  |  | 5,000     |   |  | 5             |   |  | 495        |  |  |          |   |  | 500           |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  | (1,226   | ) |  | (1,226        | )
|April 30, 2003                          |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, April 30, 2003                 |  |           |  |  | 4,755,000 |   |  | 4,755         |   |  | 495        |  |  | (1,253   | ) |  | 3,997         |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Shares issued (October 27, 2003)        |  | 0.100     |  |  | 9,000     |   |  | 9             |   |  | 891        |  |  |          |   |  | 900           |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  | (4,397   | ) |  | (4,397        | )
|April 30, 2004                          |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, April 30, 2004                 |  |           |  |  | 4,764,000 |   |  | 4,764         |   |  | 1,386      |  |  | (5,650   | ) |  | 500           |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Shares issued (October 27, 2004)        |  | 0.100     |  |  | 9,000     |   |  | 9             |   |  | 891        |  |  |          |   |  | 900           |  
|Shares issued (February 22,
      2005) |  | 0.100     |  |  | 100,000   |   |  | 100           |   |  | 9,900      |  |  |          |   |  | 10,000        |  
|Shares issued (March 15, 2005)          |  | 0.100     |  |  | 240,000   |   |  | 240           |   |  | 23,760     |  |  |          |   |  | 24,000        |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Share subscription unissued             |  | 0.001     |  |  | 250,000   |   |  | 250           |   |  |            |  |  |          |   |  | 250           |  
|(April 11, 2005)                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  | (8,547   | ) |  | (8,547        | )
|April
      30, 2005                    |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Balance, April 30, 2005                 |  |           |  |  | 5,363,000 |   |  | 5,363         |   |  | 35,937     |  |  | (14,197  | ) |  | 27,103        |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Reversal of Shares to be Issued         |  |           |  |  | (250,000  | ) |  | (250          | ) |  |            |  |  |          |   |  |               |  
|Shares issued During the Year           |  |           |  |  | 24,000    |   |  | 24            |   |  | 226        |  |  |          |   |  |               |  
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|April 30, 2006                          |  |           |  |  |           |   |  |               |   |  |            |  |  | (47,525  | ) |  | (47,525       | )
|Balance, April 30, 2006                 |  |           |  |  | 5,137,000 |   |  | 5,137         |   |  | 36,163     |  |  | (61,722  | ) |  | (20,422       | )
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|April 30, 2007                          |  |           |  |  |           |   |  |               |   |  |            |  |  | (71,130  | ) |  | (71,130       | )
|Balance, April 30, 2007                 |  |           |  |  | 5,137,000 |   |  | 5,137         |   |  | 36,163     |  |  | (132,852 | ) |  | (91,552       | )
|                                        |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|Net loss for the year ended             |  |           |  |  |           |   |  |               |   |  |            |  |  |          |   |  |               |  
|April 30, 2008                          |  |           |  |  |           |   |  |               |   |  |            |  |  | (25,440  | ) |  | (25,440       | )
|Balance, April 30, 2008                 |  |           |  |  | 5,137,000 |   |  | 5,137         |   |  | 36,163     |  |  | (158,293 | ) |  | (116,993      | )

**See Accompanying Notes**

F-5

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|                             
|April 30,
      2008         

|Note 1. | BUSINESS OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Razor Resources Inc. was incorporated on February 26,
      2002 under the Company Act of the State of Nevada, U.S.A., to pursue
      mineral exploration. The inception date is February 26, 2002 and the
      fiscal year end of the Company is April 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | These financial statements have been prepared in
      accordance with generally accepted accounting principles in the United
      States of America applicable to a going concern which assume that the
      Company will realize its assets and discharge its liabilities in the
      normal course of business. The Company has incurred losses since inception
      of $158,293 to April 30, 2008. 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.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | The accompanying financial statements for Razor
      Resources, Inc. have been prepared in accordance with accounting
      principles generally accepted in the United States of America (USGAAP).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-6

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|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|                             
|April 30,
      2008         

| | (f) | Compensated Absences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Employees of the corporation are entitled to paid
      vacations, sick days and other time off depending on job classification,
      length of service and other factors. It is impractical to estimate the
      amount of compensation for future absences, and accordingly, no liability
      has been recorded in the accompanying financial statements. The
      corporation's policy is to recognize the costs of compensated absences
      when paid to employees. At the present time the Company has no
      employees.                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | Net Profit per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The Company adopted Statement of Financial Accounting
      Standards No. 128 that requires the reporting of both basic and diluted
      earnings per share. Basic earnings per share is computed by dividing net
      income available to common shareowners by the weighted average number of
      common shares outstanding for the period. Diluted earnings per share
      reflect the potential dilution that could occur if securities or other
      contacts to issue common stock were exercised or converted into common
      stock. In accordance with FASB 128, any anti-dilutive effects on net loss
      per share are excluded.             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | Disclosure about fair value of financial
    instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The Company has financial instruments, none of which are
      held for trading purposes. The Company estimates that the fair value of
      all financial instruments at April 30, 2008 as defined in FASB 107 does
      not differ materially from the aggregate carrying values of its financial
      instruments recorded in the accompanying balance sheet.                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The estimated fair value amounts have been determined by
      the Company using available market information and appropriate valuation
      methodologies. Considerable judgment is required in interpreting market
      data to develop the estimates of fair value, and accordingly, the
      estimates are not necessarily indicative of the amounts that the Company
      could realize in a current market exchange.                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h) | Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Financial instruments that potentially subject the
      Company to a significant concentration of credit risk consist primarily of
      cash and cash equivalents which are not collateralized. The Company limits
      its exposure to credit loss by placing its cash and cash equivalents with
      high credit quality financial institutions.                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (i) | Mineral property acquisition costs and deferred
      exploration expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Mineral property acquisition costs are expensed.
      Exploration costs and mine development costs to be incurred, including
      those to be incurred in advance of commercial production and those
      incurred to expand capacity of proposed mines, are expensed as incurred
      while the Company is in the exploration stage. Mine development costs to
      be incurred to maintain production will be expensed as incurred. Depletion
      and amortization expense related to capitalized mineral properties and
      mine development costs will be computed using the units-of-production
      method based on proved and probable reserves.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 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.                                                                                       

F-7

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|                             
|April 30,
      2008         

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.

| | (j) | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In September 2006, the FASB issued SFAS No. 157,
      Defining Fair Value Measurement(SFAS No. 157), which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles and expands disclosures about fair value
      measurements. SFAS No. 157 is effective for financial statements issued
      for fiscal years beginning after November 15, 2007. The adoption of SFAS
      No. 157 is not expected to have a material impact on the Companys
      financial condition or results of operations.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities(SFAS No. 159). SFAS No. 159, permits entities to choose to measure
      many financial instruments, and certain other items, at fair value. SFAS
      No. 159 applies to reporting periods beginning after November 15, 2007.
      The adoption of SFAS No. 159 is not expected to have a material impact on
      the Companys financial condition or results of operations.                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In February 2008, FASB issued FSP SFAS No. 157-2,
      Effective date of FASB statement No. 157(FSP SFAS 157-2). FSP
      SFAS 157-2 delays the effective date of SFAS No. 157, Fair Value
      Measurementto fiscal years beginning after November 15, 2008, and
      interim periods within those fiscal years.                                                                                                                                                                                                                                                      

|Note 3. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                          
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                       
|        | The Company has losses that total $158,293 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, 2008 as it is reduced to nil by
      a valuation allowance, due to uncertainty of the application of losses.
|        |                                                                                                                                                                                                                                                                                                                                                                                       
|        | The income tax effect of temporary differences comprising
      the deferred tax assets and deferred tax liabilities on the accompanying
      balance sheets as at April 30, 2008 is a result of the following:                                                                                                                                                                      

Deferred tax assets
    $
    145,800Valuation allowance
    $
    (145,800
    )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, 2008 and 2007 is as follows:

2007Statutory federal income tax rate
    
    -34.0%Valuation allowance
    
    34.0%Effective income tax rate
    
    0.0%


|Note 4. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                  
|        | The Company's financial instruments consist of cash and
      accounts payable and accrued liabilities. It is management's opinion that
      the Company is not exposed to significant interest, currency or credit
      risks arising from these financial instruments. The fair value of these
      financial statements approximates their carrying values.

F-8

---

|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|                             
|April 30,
      2008         

|Note 5. | PENSION AND EMPLOYMENT LIABILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | The Company does not have liabilities as at April 30,
      2008, for pension, post-employment benefits or post- retirement benefits.
      The Company does not have a pension plan.                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | On November 23, 2007, our Board of Directors approved a
      15 for one (1) forward stock split of our authorized, issued and
      outstanding shares of capital stock. Once effective, our authorized
      capital will increase 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.

F-9

---

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.

By: /s/ Jordan Welsh
Jordan Welsh
President and Director 
(Principal Executive Officer, 
Principal Financial Officer and Principal Accounting Officer)

Date: July 29, 2008

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.

By: /s/ Jordan Welsh
Jordan Welsh 
President and Director 
(Principal Executive Officer, 
Principal Financial Officer and Principal Accounting Officer)

Date: July 29, 2008

By: /s/ Duncan J. Bain
Duncan J. Bain 
Director

Date: July 29, 2008

By: /s/ Steven E. Fisher 
Steven E. Fisher 
Director

Date: July 29, 2008

15

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