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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2009or

[   ] 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.)
|                                                                     |                                  
|14781 Memorial Drive, Suite
      1136, Houston, Texas               | 77079                            
|(Address of principal executive offices)                             | (Zip Code)                       

310.706.4009(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

|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.
64,805,000 common shares issued and outstanding as of July 20, 2009

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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|RAZOR RESOURCES INC.                        
|--------------------------------------------
|(A Nevada Corporation)                      
|Balance Sheet                               
|January 31, 2009                            
|(With Comparative Figures at April 30, 2008)
|(Expressed in
      U.S. Dollars)           

|                                                               |   | January 31               |   |   | April 30  |  
|-------------------------------------------------------------- | - | ------------------------ | - | - | --------- | -
|                                                               |   | 2009                     |   |   | 2008      |  
|                                                               |   | (Unaudited)              |   |   | (Audited) |  
|                                                               |   | (Prepared by Management) |  
|**ASSETS**                                                     |  
|Current Assets                                                 |   |                          |   |   |           |  
|Cash                                                           | $ | 1,668                    |   | $ | 833       |  
|TOTAL CURRENT ASSETS                                           |   | 1,668                    |   |   | 833       |  
|TOTAL ASSETS                                                   | $ | 1,668                    |   | $ | 833       |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                          |  
|                                                               |   |                          |   |   |           |  
|Current Liabilities                                            |   |                          |   |   |           |  
|Accounts payable and accrued                                   | $ | 108,984                  |   | $ | 88,223    |  
|TOTAL
      CURRENT                                            |   |                          |   |   |           |  
|LIABILITIES                                                    |   | 108,984                  |   |   | 88,223    |  
|Long Term Liability                                            |   |                          |   |   |           |  
|Loan
      from Shareholder and director                       | $ | 43,101                   |   | $ | 29,602    |  
|TOTAL
      LONG TERM LIABILITIES                              | $ | 43,101                   |   | $ | 29,602    |  
|                                                               |   |                          |   |   |           |  
|Stockholders' Deficit                                          |   |                          |   |   |           |  
|Capital Stock                                                  |   |                          |   |   |           |  
|Authorized:                                                    |   |                          |   |   |           |  
|1,050,000,000
      common shares at $0.001 par value          |   |                          |   |   |           |  
|                                                               |   |                          |   |   |           |  
|Issued
      and fully paid                                    |   |                          |   |   |           |  
|64,805,000 common share
      at par value of $0.001 per share |   | 5,137                    |   |   | 5,137     |  
|Additional paid                                                |   |                          |   |   |           |  
|in capital                                                     |   | 36,163                   |   |   | 36,163    |  
|Deficit, accumulated during the                                |   |                          |   |   |           |  
|exploration stage                                              |   | (191,717                 | ) |   | (158,293  | )
|TOTAL STOCKHOLDERS' DEFICIT                                    |   | (150,416                 | ) |   | (116,993  | )
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    | $ | 1,669                    |   | $ | 833       |  

See Accompanying Notes

---

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

|                                    |  |              |  |  |             |  |  |             |  |  |         |  |  | Inception | 
|----------------------------------- |  | ------------ |  |  | ----------- |  |  | ----------- |  |  | ------- |  |  | --------- | 
|                                    |  |              |  |  |             |  |  |             |  |  |         |  |  | Date of   | 
|                                    |  | Three Months |  |  | Nine Months |  |  | Nine Months |  |  | 15-Feb  | 
|                                    |  | Ended        |  |  | Ended       |  |  | Ended       |  |  | 2002 to | 
|                                    |  | 31-Jan       |  |  | 31-Jan      |  |  | 31-Jan      |  |  | 31-Jan  | 
|                                    |  | 2009         |  |  | 2008        |  |  | 2009        |  |  | 2008    |  |  | 2009      | 
|Revenues                            |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 
|Consulting Income                   |  | -            |  |  | -           |  |  | -           |  |  | -       |  |  | 8,000     | 
|                                    |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 
|General and Administration Expenses |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 
|Auditing Fees                       |  | -            |  |  | -           |  |  | -           |  |  | 2810    |  |  | -         | 
|Filing Fees                         |  | 1,074        |  |  | 571         |  |  | 3,539       |  |  | 671     |  |  | 8,571     | 
|Professional Fees                   |  | 7,451        |  |  | 4,990       |  |  | 15,207      |  |  | 2530    |  |  | 127,197   | 
|Management Fees                     |  | -            |  |  | -           |  |  | 3,000       |  |  | -       |  |  | 14,250    | 
|Facilities Costs                    |  | -            |  |  | -           |  |  | 1,088       |  |  | 6000    |  |  | 26,405    | 
|Office Costs                        |  | 60           |  |  | -           |  |  | 6,542       |  |  | -       |  |  | 12,087    | 
|Travel Costs                        |  | 28           |  |  | -           |  |  | 3,675       |  |  | -       |  |  | 7,110     | 
|Registered Fees                     |  | -            |  |  | -           |  |  | -           |  |  | 100     |  |  | 250       | 
|Mineral Property Cost               |  | -            |  |  | 24          |  |  | -           |  |  | -       |  |  | 2,500     | 
|Bank Service Charges                |  | 209          |  |  | -           |  |  | 372         |  |  | 110     |  |  | 1,346     | 
|                                    |  | 8,822        |  |  | 5,585       |  |  | 33,424      |  |  | 12,221  |  |  | 199,717   | 
|Net Loss for the Period             |  | -8,822       |  |  | -5,585      |  |  | -33,424     |  |  | -12,331 |  |  | -191,717  | 
|                                    |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 
|Net Loss Per Share                  |  | 0            |  |  | 0           |  |  | 0           |  |  | 0       |  |  |           | 
|Basic and Diluted Loss per Share    |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 
|Weighted Average Number of          |  | 64,805,000   |  |  | 79,755,000  |  |  |             |  |  |         |  |  |           | 
|Shares Outstanding                  |  |              |  |  |             |  |  |             |  |  |         |  |  |           | 

SeeAccompanyingNotes

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

|                                                |  |            |   |  |            |   |  | Inception   |  
|----------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ----------- | -
|                                                |  | Nine       |   |  | Nine       |   |  | Date of     |  
|                                                |  | Months     |   |  | Months     |   |  | February 15 |  
|                                                |  | Ended      |   |  | Ended      |   |  | 2002 to     |  
|                                                |  | January 31 |   |  | January 31 |   |  | January 31  |  
|                                                |  | 2009       |   |  | 2008       |   |  | 2009        |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash Provided by (Used for)                     |  |            |   |  |            |   |  |             |  
|Operating Activities                            |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Net Loss for the period                         |  | (33,424    | ) |  | (12,221    | ) |  | (191,717    | )
|Changes in non-cash
      working capital items |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Accounts
      Payable and Accrued Liabilities  |  | 20,761     |   |  | 5,827      |   |  | 108,984     |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash used for operating activities              |  | (12,663    | ) |  | (6,394     | ) |  | (82,733     | )
|                                                |  |            |   |  |            |   |  |             |  
|Investing Activities                            |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Financing Activities                            |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Capital stock subscribed                        |  | -          |   |  | -          |   |  | 41,300      |  
|                                                |  |            |   |  |            |   |  |             |  
|Due to Director                                 |  | -          |   |  | -          |   |  | -           |  
|                                                |  |            |   |  |            |   |  |             |  
|Loan from Shareholder                           |  | 13,499     |   |  | 6,500      |   |  | 43,101      |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash provided by financing activities           |  | 13,499     |   |  | 6,500      |   |  | 84,401      |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash increase                                   |  | 836        |   |  | 106        |   |  | 1,668       |  
|during the period                               |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash, Beginning
      of Period                 |  | 833        |   |  | 98         |   |  | -           |  
|                                                |  |            |   |  |            |   |  |             |  
|Cash, End of Period                             |  | 1,669      |   |  | 204        |   |  | 1,668       |  
|                                                |  |            |   |  |            |   |  |             |  
|Supplementary                                   |  |            |   |  |            |   |  |             |  
|Information:                                    |  |            |   |  |            |   |  |             |  
|                                                |  |            |   |  |            |   |  |             |  
|Income Taxes Paid                               |  | -          |   |  | -          |   |  | -           |  
|                                                |  |            |   |  |            |   |  |             |  
|Interest Paid                                   |  | -          |   |  | -          |   |  | -           |  

See Accompany Notes

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|RAZOR RESOURCES INC.                
|------------------------------------
|(A Nevada Corporation)              
|Notes to Financial Statements       
|January 31, 2009                    
|(Expressed in U.S. Dollars)         
|(Unaudited  Prepared by Management)
|                                    

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 $191,717 to January 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
unaudited financial statements should read in conjunction with the Company's
audited financial statements for the year ended April 30, 2008

(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 (USGAAP).

(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.

(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.

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|RAZOR RESOURCES INC.                
|------------------------------------
|(A Nevada Corporation)              
|Notes to Financial Statements       
|January 31, 2009                    
|(Expressed in U.S. Dollars)         
|(Unaudited  Prepared by Management)
|                                    

(e) Cash

Cash consists of funds on deposit 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.

(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 January 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.

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|RAZOR RESOURCES INC.                
|------------------------------------
|(A Nevada Corporation)              
|Notes to Financial Statements       
|January 31, 2009                    
|(Expressed in U.S. Dollars)         
|(Unaudited  Prepared by Management)
|                                    

(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.

(l) Recent accounting pronouncements

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

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

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

Note 3. INCOME TAXES

The Company has losses that total $191,717 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 January 31, 2009 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

|Deferred tax assets     | $ | 191,717  |  
|----------------------- | - | -------- | -
|Valuation allowance     | $ | (191,717 | )
|Net deferred tax assets | $ | -        |  

---

|RAZOR RESOURCES INC.                
|------------------------------------
|(A Nevada Corporation)              
|Notes to Financial Statements       
|January 31, 2009                    
|(Expressed in U.S. Dollars)         
|(Unaudited  Prepared by Management)
|                                    

A reconciliation between the statutory federal income tax rate
and the effective income rate of income tax expense for the fiscal periods ended
January 31, 2009 and 2008 is as follows:

|                                  | 2008  
|--------------------------------- | ------
|Statutory 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.

Note 5. PENSION AND EMPLOYMENT LIABILITIES

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

Note 6. CAPITAL STOCK

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

Note 7. LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A shareholder has loaned the company $22,550, without interest
  and fixed term of repayment. The loan is unsecured.

A director has loaned the company $20,551, without interest and
  fixed term of repayment. The loan is unsecured.

---

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" and Razor mean Razor Resources Inc., unless otherwise indicated.

General 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.

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

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

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

---

Province of British Columbia. After 3 years, the required expenditure will be CAN$4800 or $4032 USD for exploration work, plus a payment of a recording fee for each claim, or a direct payment of the same amount to the Province of British
Columbia.

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

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

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, a former director and officer of our company. Pursuant to the agreement, Drew Simpson agreed to the return and cancellation of 7,500,000 shares of our common stock
held by him.

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

Our Current Business

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

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 into 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.

---

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.

Results of Operations

Three Months Ended January 31, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended January
31, 2009 which are included herein.

Our operating results for the three months ended January 31,
2009, for the three months ended January 31, 2008 and the changes between those
periods for the respective items are summarized as follows:

|                             | Three Months Ended
      January 31, 2009 | Three Months Ended
      January 31, 2008 | Change Between Three Month
      Period Ended January 31, 2009 and January
      31, 2008
|---------------------------- | ----------------------------------------- | ----------------------------------------- | -----------------------------------------------------------------------------------------
|Revenue                      | $ Nil                                     | $ Nil                                     | $ Nil                                                                                    
|Filing Fees                  | 1,074                                     | 571                                       | 503                                                                                      
|Professional Fees            | 7,451                                     | 4,990                                     | 2,461                                                                                    
|Management Fees              | Nil                                       | Nil                                       | Nil                                                                                      
|Facilities Costs             | Nil                                       | Nil                                       | Nil                                                                                      
|Office Costs                 | 60                                        | Nil                                       | 60                                                                                       
|Travel Costs                 | 28                                        | Nil                                       | 28                                                                                       
|Registered Fees              | Nil                                       | Nil                                       | Nil                                                                                      
|Mineral Property
      Costs | Nil                                       | 24                                        | (24)                                                                                     
|Bank Service
      Charges   | 209                                       | Nil                                       | 209                                                                                      
|Net Income (Loss)            | (8,822)                                   | (5,585)                                   | 3,237                                                                                    

---

Our accumulated losses increased to $191,717 as of January 31,
2009. Our financial statements report a net loss of $8,822 for the three month
period ended January 31, 2009 compared to a net loss of $5,585 for the three
month period ended January 31, 2008. Our losses have increased primarily as a
result of an increase in professional and management fees and office and travel
costs.

Nine Months Ended January 31, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended January
31, 2009 which are included herein.

Our operating results for the nine months ended January 31,
2009, for the nine months ended January 31, 2008 and the changes between those
periods for the respective items are summarized as follows:

|                             | Nine months Ended January
      31, 2009 | Nine months Ended January
      31, 2008 | Change Between Nine month
      Period Ended January 31, 2009 and January 31,
      2008
|---------------------------- | ---------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------------------------
|Revenue                      | $ Nil                                    | $ Nil                                    | $ Nil                                                                                   
|Filing Fees                  | 3,539                                    | 671                                      | 2,868                                                                                   
|Professional Fees            | 15,207                                   | 5,340                                    | 9,867                                                                                   
|Management Fees              | 3,000                                    | Nil                                      | 3,000                                                                                   
|Facilities Costs             | 1,088                                    | 6,000                                    | (4,912)                                                                                 
|Office Costs                 | 6,542                                    | Nil                                      | 6,542                                                                                   
|Travel Costs                 | 3,675                                    | Nil                                      | 3,675                                                                                   
|Registered Fees              | Nil                                      | 100                                      | (100)                                                                                   
|Mineral Property
      Costs | Nil                                      | Nil                                      | Nil                                                                                     
|Bank Service
      Charges   | 372                                      | 110                                      | 262                                                                                     
|Net Income (Loss)            | (33,424)                                 | (12,221)                                 | 21,203                                                                                  

Our financial statements report a net loss of $33,424 for the
nine month period ended January 31, 2009 compared to a net loss of $12,221 for
the nine month period ended January 31, 2008. Our losses have increased
primarily as a result of an increase in professional and management fees and
office and travel costs.

As at January 31, 2009, we had $108,984 in current liabilities.
Our net cash used in operating activities for the nine months ended January 31,
2009 was $12,663 compared to $6,394 used in the nine months ended January 31,
2008. Our accumulated losses increased to $191,717 as of January 31, 2009.

---

Equity Compensation

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

Liquidity and Financial Condition

Working Capital

|                    |   | At          |   |   | At        |  
|------------------- | - | ----------- | - | - | --------- | -
|                    |   | January 31, |   |   | April 30, |  
|                    |   | 2009        |   |   | 2008      |  
|Current assets      | $ | 1,668       |   | $ | 833       |  
|Current liabilities |   | 108,984     |   |   | 88,223    |  
|Working capital     | $ | (107,316    | ) | $ | (87,390   | )

*Cash Flows*

|                                          |   | Nine Months Ended |  
|----------------------------------------- | - | ----------------- | -
|                                          |   | January 31,       |  
|                                          |   | 2009              |  
|Net cash used in operating activities     | $ | (12,663           | )
|Net cash used in investing activities     |   | Nil               |  
|Net cash provided by financing activities |   | 13,499            |  
|Net increase in cash during period        | $ | 836               |  

As of January 31, 2009, our company had working capital deficiency
  of $107,316. We estimate our operating expenses and working capital requirements
  for the next twelve month period to be as follows:

Estimated Funding Required During the Twelve Month Period
Ending January 31, 2010

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

We plan to raise additional capital required to meet immediate
short-term needs and to meet the balance of our estimated funding requirements
for the twelve months, primarily through the private placement of our
securities.

We are not aware of any known trends, demands, commitments,
events or uncertainties that will result in or that are reasonably likely to
result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to
proceed with the exploration of the Idaho Falls Prospect and to seek out new
property acquisitions, including approximately $25,000 over the next 12 months
to pay for our ongoing operating expenses. These expenses include audit, legal
and office expenses. These cash requirements are in excess of our current cash
and working capital resources. Accordingly, we will require additional financing
in order to continue operations and to repay our liabilities. There is no
assurance that any party will advance additional funds to us in order to enable
us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

---

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of
operations.

Contractual Obligations

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

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.

Off-Balance Sheet Arrangements

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

Application of Critical Accounting Policies

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

Income Taxes

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

---

Loss per Share

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

Mineral property acquisition costs and deferred exploration
expenditures

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

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

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

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 January 31, 2009, 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 January 31, 2009 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 or
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".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

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

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

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

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

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

We were incorporated on February 23, 2001 and we have not
realized any revenues. We have no operating history upon which an evaluation of
our future success or failure can be made. Our net loss from inception to
January 31, 2009 is $191,717. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:

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

---

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

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.

RISKS RELATED TO OUR COMMON STOCK

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

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

---

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

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

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

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

---

Item 5. Other Information

On December 4, 2008, Jordan Welsh, a director, president, chief
executive officer, chief financial officer, secretary and treasurer of our
company passed away. Mr. Welsh was elected a director on November 1, 2007. On
November 27, 2007, Mr. Welsh was appointed president and on December 4, 2007,
Mr. Welsh was appointed secretary and treasurer of our company.

On May 19, 2009, Duncan Bain resigned as a director and officer
of our company. Prior to the resignation of Mr. Bain, we appointed Kelly Fielder
as president Secretary and director of our company.

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)                                                                                                                           
|        |                                                                                                                                                                                                              
|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)                   
|        |                                                                                                                                                                                                              
|(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

---

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: July 24, 2009 | /s/
      Kelly Fielder                                
|                     | Kelly Fielder                                          
|                     | President, Secretary, Treasurer and Director           
|                     | (Principal Executive Officer, Principal
      Financial
|                     | Officer and Principal Accounting Officer)              

---