10-Q 1 form10q.htm FORM 10-Q

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             FORM 10-Q

                            Amendment No.2

                              (Mark One)

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

             For the quarterly period ended July 31, 2010
                                  or

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

   For the transition period from ______________ to ______________

                   Commission File Number 000-51973

                         RAZOR RESOURCES INC.
        (Exact name of registrant as specified in its charter)
                              Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS
                     Employer Identification No.)

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

                             303.506.1633
         (Registrant's telephone number, including area code)

                                 N/A
(Former name, former address and former fiscal year, if changed
                          since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. |
[X] YES    [   ] NO

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of "large accelerated filer",
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-K (Section229.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes [   ]    No [   ]
Large accelerated filer [   ]           Accelerated filer
        [   ]
Non-accelerated filer   [   ]      (Do not check if a smaller
reporting company)  Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act
[  ] YES     [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
[   ] YES     [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
101,305,000 common shares issued and outstanding as of September 13,
2010

Explanatory Note: This amendment number 2 to the Company's Quarterly
Report on Form 10-Q for the period ended July 31, 2010 has been
filed in response to comments received from the SEC on March 4, 2011.
Section 302 and Section 906 certifications have now filed as exhibits
with this amended form.



PART I - FINANCIAL INFORMATION
RAZOR RESOURCES INC.
(A Nevada Corporation)
Unconsolidated Balance Sheet
As at July 31, 2010
(With Comparative Figures as at April 30, 2010)
(Expressed in U.S. Dollars)
<TABLE>
<S>                                  <C>           <C>
                                     July 31,      April 30,
                                     2010          2010
                                     (Unaudited)   (Restated)

ASSETS

Cash                                 $-            $8,808

Property, Plant and Equipment         32,877        26,444

Investment in Subsidiary              735,417       735,417

TOTAL ASSETS                         $768,294      $770,669

LIABILITIES AND STOCKHOLDERS'
DEFICIT

Current Liabilities

Bank Idebtedness                      $5,808       $-

Accounts payable and accrued          108,844      90,701

Total Current Liabilities            114,652       90,701

Long Term Liability

Due to Subsidiary                    429,012       459,012

Loan from Shareholder and Director   423,019       347,317

Total Liabilities                    $966,683      $897,030

Stockholder's Deficit

Capital Stock Authorized:
1,050,000,000 common shares at
$0.001 par value

75,000,000 preferred shares at
$0.001 par value

Issued and fully paid:
101,305,000 common shares at par     40,637        40,637
value of $0.001 per share

Additional paid in capital           518,084       518,084

Deficit accumulated during the       (757,110)     (685,082)
exploration stage

Total Stockholders' Deficit          (198,389)     (126,361)

Total Liabilities and Stockholders'  $768,294      $770,669
Deficit


</TABLE>


See Accompanying Notes

F-1

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




<TABLE>
<S>             <C>             <C>             <C>
                Three Months    Three Months    Year Ended
                Ended July 31   Ended July 31   April 30 2010
                2010            2009            (Restated)

Revenues        -               -               -

Consulting      -               -               -

Income          -               -               -

General and
Administration
Expenses

Investor        -               -               13,960
Relations and
Promotion

Filing Fees     -               -               589

Professional    27,352          1,800           238,157
Fees

Management Fees 3,227           -               -

Bank Service    175             -               743
Charges

Office Costs    842             -               32,906

Travel Costs    40,432          -               48,688

Amortization    -               -               1,248

Equity Pickup   -               -               151,074
from
Investment
Subsidiary

                72,028          1,800           487,365

Net Loss for    (72,028)        (1,800)         (487,365)
the Period

Net Loss Per    (0.0007)        (0.0000)        (0.0059)
Share

Basic and       (0.0007)        (0.0000)        (0.0059)
Diluted Loss
per Share

Weighted        101,305,000     64,805,000      83,055,000
Average Number
of Shares
Outstanding
</TABLE>


See Accompanying Notes

F-3

RAZOR RESOURCES INC.
(A Nevada Corporation)
Unconsolidated Statement of Cash Flows
(Expressed in U.S. Dollars) (Unaudited)
<TABLE>
<S>             <C>             <C>             <C>
                Three Months    Three Months    Year Ended
                Ended July 31   Ended July 31   April 30 2010
                2010            2009            (Restated)

Cash Provided
by (Used for)

Operating
Activities

Net Loss for    (72,028)        (1,800)         (487,365)
the period

Changes in
non-cash
working
capital items

Accounts        18,143          1,800           (24,283)
Payable and
Accrued
Liabilities

Equity Pickup   -               -               151,074
from
Investment in
Subsidiary

Amortization    -               -               1,248

                (53,885)        -               (359,326)

Investing
Activities

Investment in   -               -               (886,490)
Subsidiary

Purchase of     (6,433)         -               (27,693)
equipment

                (6,433)         -               (914,183)

Financing
Activities

(Repayments)    (30,000)        -               459,012
Advances
to/from
Subsidiary

Capital stock   -               -               35,500
subscribed

Additional      -               -               463,831
Paid up Capital

Loan from       75,702          237             306,121
Shareholder

                45,702          237             1,264,464

Cash            (14,616)        237             (9,045)
(decrease)
increase
during the year

Cash,           8,808           (237)           (237)
Beginning of
year

(Bank           (5,808)         -               8,808
indebtedness)
cash, End of
year

Supplementary
Information

Income Taxes    -               -               -
Paid

Interest Paid   -               -               -
</TABLE>



See Accompanying Notes
F-4


RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

Note 1: BUSINESS OPERATIONS

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

Going Concern

These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of
America applicable to a going concern which assume that the Company
will realize its assets and discharge its liabilities in the normal
course of business. The Company has incurred losses since inception
of $ 199,517 to July 31, 2009. This factor creates doubt as to the
ability of the Company to continue as a going concern. Realization
values may be substantially different from the carrying values as
shown in these financial statements should the Company be unable to
continue as a going concern. Management is in the process of
identifying sources for additional financing for working capital and
to fund the ongoing development of the Company's business, and
management proposes to develop plans to continue the business as a
going concern.

The sole officer and director is involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company
and their other business interests. The company has not formulated a
policy for the resolution of such conflicts.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year end and Comparative Figures
The Company has adopted April 30 as its fiscal year end. The
uanaudited financial statements should read in conjunction with the
Company's audited financial statements for the year ended April 30,
2009.

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

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

F-5

RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

(d) Use of Estimates
The preparation of financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those
estimates.

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

(f) Income Taxes
Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently
enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or
settled as prescribed in FASB Statement No. 109, Accounting for
Income Taxes. As changes in tax laws or rates are enacted, deferred
tax assets and liabilities are adjusted through the provision for
income taxes.

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

(h) Loss per Share
The Company adopted Statement of Financial Accounting Standards No.
128 that requires the reporting of both basic and diluted earnings
per share. Basic earnings per share is computed by dividing net
income available to common shareowners by the weighted average
number of common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution that could occur if
securities or other contacts to issue common stock were exercised or
converted into common stock. In accordance with FASB 128, any
anti-dilutive effects on net loss per share are excluded.

F-6

RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

(i) Disclosure about fair value of financial instruments
The Company has financial instruments, none of which are held for
trading purposes. The Company estimates that the fair value of all
financial instruments at July 31, 2009 as defined in FASB 107 does
not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet.

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

(j) Concentration of credit risk
Financial instruments that potentially subject the Company to a
significant concentration of credit risk consist primarily of cash
and cash equivalents which are not collateralized. The Company
limits its exposure to credit loss by placing its cash and cash
equivalents with high credit quality financial institutions.

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

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

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

F-7

RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

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

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities ("SFAS No.
159"). SFAS No. 159, permits entities to choose to measure many
financial instruments, and certain other items, at fair value. SFAS
No. 159 applies to reporting periods beginning after November 15,
2007. The adoption of SFAS No. 159 is not expected to have a
material impact on the Company's financial condition or results of
operations. In February 2008, FASB issued FSP SFAS No. 157-2,
Effective date of FASB statement No. 157 ("FSP SFAS 157-2"). FSP
SFAS 157-2 delays the effective date of SFAS No. 157, Fair Value
Measurement to fiscal years beginning after November 15, 2008, and
interim periods within those fiscal years.

Note 3: INVESTMENT IN SUBSIDIARY

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

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

The Stock Exchange Agreement, dated February 9, 2010, between Razor
Resources Inc, Mayan Gold Inc and Compania Minera Cerros Del Sur
S.A., required Razor Resources Inc to raise equity of $1,500,000 as
per Section 7.04(c). The Agreement also required that two new
directors with mining experience, as per section 7.04(e), to be
placed on the company's Board of Directors. These requirements were
to be fulfilled by August 9, 2010.

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

F-8

RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

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

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

Note 4: INCOME TAXES

The Company has losses that total $197,717 for income tax purposes
that may be carried forward to be applied against future taxable
income. The benefit of a potential reduction in future income taxes
has not been recorded as an asset at July 31, 2010 as it is reduced
to nil by a valuation allowance, due to uncertainty of the
application of losses.
Deferred tax assets      $     199,517
Valuation allowance      $     (199,517      )
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 July 31, 2010 and 2009 is as follows:
          2010
Statutory federal income tax rate       -34.0%
Valuation allowance           34.0%
 Effective income tax rate         0.0%

Note 5: 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.

Note 6: PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at July 31, 2009, for
pension, post-employment benefits or post- retirement benefits. The
Company does not have a pension plan.

F-9

RAZOR RESOURCES INC.
(A Nevada Corporation)
Notes to Financial Statements
July 31, 2009
(Expressed in U.S. Dollars) (unaudited)

Note 7: CAPITAL STOCK

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

Note 8: LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A shareholder has loaned the company $22,969 without interest and
fixed term of repayment. The loan is unsecured.

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

These loans will not be repaid in the next year.

F-10

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles. The following discussion
should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The
following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below
and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to
"US$" refer to United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our
company" mean Razor Resources Inc. and our majority owned
subsidiary, Compania Minera Cerros Del Sur, S.A, a Honduras
corporation, unless otherwise indicated.

General Overview

The address of our principal executive office is Suite 300, 1600
Glenarm Street, Denver, CO 80202. Our telephone number is 303.506.1633.

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

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

On February 9, 2010, we entered into a stock exchange agreement with
Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and
Mayan Gold Inc., a shareholder of Cerros del Sur. Pursuant to the
terms of the stock exchange agreement, we acquired 99% of the issued
and outstanding shares of Compania Minera Cerros Del Sur, S.A.'s
common stock in exchange for the issuance by our company of
35,500,000 shares of our common stock to the shareholder of Compania
Minera Cerros Del Sur, S.A and the assumption of debt to Compania
Minera Cerros Del Sur, S.A. of $850,990. Also, pursuant to the terms
of the stock exchange agreement, subsequent to the July 31, 2010
reporting period, certain shareholders of our company cancelled
32,500,000 restricted shares of our common stock.

As of February 9, 2010 we are a majority shareholder of Compania
Minera Cerros Del Sur, S.A, a Honduras corporation.

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.

11

Our Current Business

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

On February 9, 2010, we entered into a share exchange agreement with
Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and a
shareholder of Cerros del Sur. Pursuant to the terms of the share
exchange agreement, we have agreed to acquire 99% of the issued and
outstanding shares of Compania Minera Cerros Del Sur, S.A.'s common
stock in exchange for the issuance by our company of 35,500,000
shares of our common stock to the shareholder of Compania Minera
Cerros Del Sur, S.A. and the assumption of debt to Compania Minera
Cerros Del Sur, S.A. of $850,990.

Plan of Operation

During the next twelve month period, we intend to focus our efforts
on exploration and production activities on our Clavo Rico property
in the municipality of El Corpus in the state of Choluteca, Honduras.

Not accounting for our working capital deficit of $114,653 we
require additional funds of approximately $500,000 at a minimum to
proceed with our plan of operation over the next twelve months,
exclusive of any acquisition or exploration costs. As we do not have
the funds necessary to cover our projected operating expenses for
the next twelve month period, we will be required to raise
additional funds through the issuance of equity securities, through
loans or through debt financing. There can be no assurance that we
will be successful in raising the required capital or that actual
cash requirements will not exceed our estimates. We intend to
fulfill any additional cash requirement through the sale of our
equity securities.

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

Capital Expenditures

We do not intend to invest in capital expenditures during the
twelve-month period ending July 31, 2011.

General and Administrative Expenses

We expect to spend $500,000 during the twelve-month period ending
July 31, 2011 on general and administrative expenses including legal
and auditing fees, rent, office equipment and other administrative
related expenses.

Product Research and Development

We do not anticipate expending any funds on research and
development, manufacturing and engineering over the twelve months
ending July 31, 2011.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending July 31, 2011.

Personnel Plan

As at July 31, 2010, our only employees were our directors and officer.

Our majority owned subsidiary, Compania Minera Cerros Del Sur, S.A,
has 59 full time employees.

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.

12

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

Results of Operations

Overview

Three Months Ended July 31, 2010 and 2009

The following summary of our results of operations should be read in
conjunction with our financial statements for the quarter ended July
31, 2010 which are included herein.

Our operating results for the three months ended July 31, 2010, for
the three months ended July 31, 2009 and the changes between those
periods for the respective items are summarized as follows:




Our operating expenses for the three months ended July 31, 2010 and
July 31, 2009 are outlined in the table below:


The 70,228 increase in operating expenses for the three months ended
July 31, 2010, compared to the same period in fiscal 2009, was
mainly due to the costs incurred to manage the subsidiary operations.

Revenues

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

Liquidity and Financial Condition

As of July 31, 2010, our total assets were $768,293 and our total
current liabilities were $114,652 and we had a working capital
deficit of $114,652. Our financial statements report a net loss of
$72,028 for the three months ended July 31, 2010.

13

We have suffered recurring losses from operations. The continuation
of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as
needed. In this regard we have raised additional capital through
equity offerings and loan transactions.

Cash Flows


We had cash in the amount of $Nil as of July 31, 2010 as compared to
$Nil as of July 31, 2009. We had a working capital deficit of
$114,652 as of July 31, 2010 compared to working capital deficit of
$81,893 as of April 30, 2010.

Our principal sources of funds have been from sales of our common
stock.

Contractual Obligations

As a "smaller reporting company", we are not required to provide
tabular disclosure obligations.

Going Concern

In their audit report relating to our financial statements for the
period ended April 30, 2010 our independent accountants indicated
that there are a number of factors that raise substantial doubt
about our ability to continue as a going concern. Such factors
identified in the report are our net loss position, our failure to
attain profitable operations and our dependence upon obtaining
adequate financing. All of these factors continue to exist and raise
doubt about our status as a going concern.

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

Off-Balance Sheet Arrangements

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

Equity Compensation

On April 19, 2010, our directors approved the adoption of the 2010
Stock Option Plan which permits our company to issue up to 8,000,000
shares of our common stock to directors, officers, employees and
consultants of our company. We do not have any other compensation
plans or arrangements.

Application of Critical Accounting Policies [<>NTD   to be update
with financial statements]

Our audited financial statements and accompanying notes are prepared
in accordance with generally accepted accounting principles used in
the United States. Preparing financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses.
These estimates and assumptions are affected by management's
application of accounting policies. We believe that

14

understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our consolidated financial
statements is critical to an understanding of our financials.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently
enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or
settled as prescribed in FASB Statement No. 109, Accounting for
Income Taxes. As changes in tax laws or rates are enacted, deferred
tax assets and liabilities are adjusted through the provision for
income taxes.

Loss per Share

Our company adopted Statement of Financial Accounting Standards No.
128 that requires the reporting of both basic and diluted earnings
per share. Basic earnings per share is computed by dividing net
income available to common shareowners by the weighted average
number of common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution that could occur if
securities or other contacts to issue common stock were exercised or
converted into common stock. In accordance with FASB 128, any
anti-dilutive effects on net loss per share are excluded.

Disclosure about fair value of financial instruments

Our company has financial instruments, none of which are held for
trading purposes. Our company estimates that the fair value of all
financial instruments at January 31, 2010 as defined in FASB 107
does not differ materially from the aggregate carrying values of our
financial instruments recorded in the accompanying balance sheet.

The estimated fair value amounts have been determined by our 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 our
company could realize in a current market exchange.

Mineral property acquisition costs and deferred exploration
expenditures

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

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

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

New Accounting Pronouncements [<>NTD   to be update with financial
statements]

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

15

fiscal years beginning after November 15, 2007. The adoption of SFAS
No. 157 is not expected to have a material impact on our company's
financial condition or results of operations.

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

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

Item 3. Quantitative Disclosures about Market Risks

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

Item 4. Controls and Procedures.

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 (our principal executive
officer and our principal financial officer and principle accounting
officer) to allow for timely decisions regarding required disclosure.

As of July 31, 2010, the end of our quarter covered by this report,
we carried out an evaluation, under the supervision and with the
participation of our president (our principal executive officer and
our principal financial officer and principle accounting officer),
of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our president (our
principal executive officer and our principal financial officer and
principle accounting officer) concluded that our disclosure controls
and procedures were effective as of the end of the period covered by
this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial
reporting that occurred during the quarter ended July 31, 2010 that
have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Much of the information included in this quarterly 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

16

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 Mining

All of our properties are in the exploration stage. There is no
assurance that we can establish the existence of any mineral
resource on any of our properties in commercially exploitable
quantities. Until we can do so, we cannot earn any revenues from
operations and if we do not do so we will lose all of the funds that
we expend on exploration. If we do not discover any mineral resource
in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can
there be any assurance that we will be able to do so. If we do not,
our business could fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the
Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
as that part of a mineral deposit which could be economically and
legally extracted or produced at the time of the reserve
determination. The probability of an individual prospect ever having
a "reserve" that meets the requirements of the Securities and
Exchange Commission's Industry Guide 7 is extremely remote; in all
probability our mineral resource property does not contain any
'reserve' and any funds that we spend on exploration will probably
be lost.

Even if we do eventually discover a mineral reserve on one or more
of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those
resources. Both mineral exploration and development involve a high
degree of risk and few properties which are explored are ultimately
developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the
size, grade and other attributes of the mineral deposit, the
proximity of the resource to infrastructure such as a smelter, roads
and a point for shipping, government regulation and market prices.
Most of these factors will be beyond our control, and any of them
could increase costs and make extraction of any identified mineral
resource unprofitable.

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

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

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be
no assurance that we can continue to remain in compliance. Current
laws and regulations could be amended and we might not be able to
comply with them, as amended. Further, there can be no assurance
that we

17

will be able to obtain or maintain all permits necessary for our
future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are
not obtained, we may be delayed or prohibited from proceeding with
planned exploration or development of our mineral properties.

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

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

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

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

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our
mineral resource properties or from the extraction and sale of
lithium ore. The price of those commodities has fluctuated widely in
recent years, and is affected by numerous factors beyond our
control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumptive patterns, speculative
activities and increased production due to new extraction
developments and improved extraction and production methods. The
effect of these factors on the price of base and precious metals,
and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

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

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

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

18

Risks Related To Our Company

The fact that we have not earned any operating revenues since our
incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation and we anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to
identify a mineral resource in a commercially exploitable quantity
on one or more of our mineral properties and we build and operate a
mine. We had cash and cash equivalents in the amount of $Nil as of
July 31, 2010. At July 31, 2010, we had a working capital deficit of
$114,652. We incurred a net loss of $72,028 for our quarter ended
July 31, 2010. Our planned exploration requires additional funding
and we are exploring ways to raise the funds required. As we cannot
assure a lender that we will be able to successfully explore and
develop our mineral properties, we will probably find it difficult
to raise debt financing from traditional lending sources. We have
traditionally raised our operating capital from sales of equity and
debt securities, but there can be no assurance that we will continue
to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral properties, we may be forced to
delay, scale back, or eliminate our exploration activities. If any
of these were to occur, there is a substantial risk that our
business would fail.

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

Risks Associated with Our Common Stock

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

Our common stock is quoted on the OTC Bulletin Board service of the
Financial Industry Regulatory Authority. Trading in stock quoted on
the OTC Bulletin Board is often thin and characterized by wide
fluctuations in trading prices, due to many factors that may have
little to do with our operations or business prospects. This
volatility could depress the market price of our common stock for
reasons unrelated to operating performance. Moreover, the OTC
Bulletin Board is not a stock exchange, and trading of securities on
the OTC Bulletin Board is often more sporadic than the trading of
securities listed on a quotation system like NASDAQ or a stock
exchange like Amex. Accordingly, shareholders may have difficulty
reselling any of their shares.

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

Our stock is a penny stock. The Securities and Exchange Commission
has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to

19

effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the
penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules, the broker-dealer must
make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the
secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in, and limit the
marketability of, our common stock.

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

Other Risks

Trends, Risks and Uncertainties

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K
Exhibit
Number    Description

(3)

(i) Articles of Incorporation; and (ii) Bylaws



3.1

Articles of Incorporation (Incorporated by reference to the Form
SB-2 filed on July 22, 2005)



3.2

Bylaws (Incorporated by reference to the Form SB-2 filed on July 22,
2005)

20

Exhibit
Number    Description

3.3

Certificate of Change filed with the Secretary of State of Nevada on
December 20, 2007 (Incorporated by reference to the Form 8-K filed
on December 27, 2007)

(10)

Material Contracts

10.1

Property Purchase Agreement dated April 11, 2005 (Incorporated by
reference to the Form SB-2 filed on July 22, 2005)

10.2

Share Cancellation/Return to Treasury Agreement dated May 1, 2008
(Incorporated by reference to our Current Report on Form 8-K filed
on May 6, 2008)

10.3

Amended Share Cancellation/Return to Treasury Agreement dated June
30, 2008 (Incorporated by reference to our Current Report on Form
8-K filed on July 15, 2008)

10.4

Share Cancellation/Return to Treasury Agreement with Drew Simpson
dated June 30, 2008 (Incorporated by reference to our Current Report
on Form 8-K filed on July 15, 2008)

10.5

Stock Exchange Agreement between Razor Resources Inc., Compania
Minera Cerros Del Sur, S.A., and Mayan Gold Inc. dated February 9,
2010 (Incorporated by reference to our Current Report on Form 8-K
filed on February 12, 2010)

(14)

Code of Ethics

14.1

Code of Ethics (Incorporated by reference to the Form 10-KSB filed
on August 10, 2007)

(31)

Section 302 Certification

31.1*

Certification of Principal Executive Officer and Principal Financial
Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 906 Certification

32.1*

Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
     RAZOR RESOURCES INC.
     (Registrant)


Dated: April 7, 2011  /s/ Gregory Rotelli
     Gregory Rotelli
     President, Secretary, Treasurer and Director
     (Principal Executive Officer, Principal Financial
     Officer and Principal Accounting Officer)

22