---

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, 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.)

|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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
[ ] YES [ ] NO

|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[X] YES [ ] 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. 65,805,000
common shares issued and outstanding as of March 10, 2010

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

2

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|RAZOR RESOURCES INC.                                               
|-------------------------------------------------------------------
|( A Nevada Corporation)                                            
|Balance Sheets                                                     
|January 31, 2010 (With Comparative Figures at April 30,
      2009)
|(Expressed in U.S. Dollars) (Unaudited)                            

|                                                                                                               |   | January 31, 2010 |   |   | April 30, 2009 |  
|-------------------------------------------------------------------------------------------------------------- | - | ---------------- | - | - | -------------- | -
|                                                                                                               |   |                  |   |   |                |  
|ASSETS                                                                                                         |   |                  |   |   |                |  
|                                                                                                               |   |                  |   |   |                |  
|TOTAL ASSETS                                                                                                   | $ | -                |   | $ | -              |  
|                                                                                                               |   |                  |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                          |   |                  |   |   |                |  
|                                                                                                               |   |                  |   |   |                |  
|Current Liabilities                                                                                            |   |                  |   |   |                |  
|Bank Indebtedness                                                                                              | $ | -                |   | $ | 237            |  
|Accounts payable and accrued                                                                                   |   | 120,384          |   |   | 114,984        |  
|TOTAL CURRENT LIABILITIES                                                                                      |   | 120,384          |   |   | 115,221        |  
|                                                                                                               |   |                  |   |   |                |  
|Long Term Liability                                                                                            |   |                  |   |   |                |  
|Loan from Shareholder                                                                                          |   | 22,787           |   |   | 22,550         |  
|Loan from Director                                                                                             |   | 18,646           |   |   | 18,646         |  
|TOTAL LONG TERM LIABILITIES                                                                                    |   | 41,433           |   |   | 41,196         |  
|                                                                                                               |   |                  |   |   |                |  
|TOTAL LIABILITIES                                                                                              |   | 161,817          |   |   | 156,417        |  
|                                                                                                               |   |                  |   |   |                |  
|Stockholders' Deficiency                                                                                       |   |                  |   |   |                |  
|Common stock                                                                                                   |   |                  |   |   |                |  
|Authorized: 1,050,000,000 common shares
      at $0.01 par value 75,00,000 preferred shares at $0.01 par value |   |                  |   |   |                |  
|Issued and fully paid 64,805,000 common shares at par
      value of $0.01 per share                           |   | 5,137            |   |   | 5,137          |  
|Additional paid in capital                                                                                     |   | 36,163           |   |   | 36,163         |  
|Deficit accumulated during the development stage                                                               |   | (203,117         | ) |   | (197,717       | )
|TOTAL STOCKHOLDERS' DEFICIT                                                                                    |   | (161,817         | ) |   | (156,417       | )
|                                                                                                               |   |                  |   |   |                |  
|TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIT                                                              | $ | -                |   | $ | -              |  

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

3

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

|                                              |   | For the three months ended |   |   | For the nine months ended |   |   | From February 15, 2002 |  
|--------------------------------------------- | - | -------------------------- | - | - | ------------------------- | - | - | ---------------------- | -
|                                              |   | January 31                 |   |   | January 31                |   |   | January 31             |  
|                                              |   | 2010                       |   |   | 2009                      |   |   | 2010                   |  
|Revenues                                      |   |                            |   |   |                           |   |   |                        |  
|Consulting                                    |   |                            |   |   |                           |   |   |                        |  
|Income                                        | $ | -                          |   | $ | -                         |   | $ | -                      |  
|                                              |   |                            |   |   |                           |   |   |                        |  
|General and Administrative Expenses           |   |                            |   |   |                           |   |   |                        |  
|Filing Fees                                   |   | -                          |   |   | 1,074                     |   |   | -                      |  
|Professional Fees                             |   | 1,800                      |   |   | 7,451                     |   |   | 5,400                  |  
|Management Fees                               |   | -                          |   |   | -                         |   |   | -                      |  
|Facilities Costs                              |   | -                          |   |   | -                         |   |   | -                      |  
|Office Costs                                  |   | -                          |   |   | 60                        |   |   | -                      |  
|Travel Costs                                  |   | -                          |   |   | 28                        |   |   | -                      |  
|Registered Fees                               |   | -                          |   |   | -                         |   |   | -                      |  
|Mineral Property Cost                         |   | -                          |   |   | -                         |   |   | -                      |  
|Bank Service Charges                          |   | -                          |   |   | 209                       |   |   | -                      |  
|                                              |   | 1,800                      |   |   | 8,822                     |   |   | 5,400                  |  
|                                              |   |                            |   |   |                           |   |   |                        |  
|Net loss for the Period                       | $ | (1,800                     | ) | $ | (8,822                    | ) | $ | (5,400                 | )
|                                              |   |                            |   |   |                           |   |   |                        |  
|Net Loss Per Share                            |   | (0.00                      | ) |   | (0.00                     | ) |   | (0.00                  | )
|Basic and Diluted Loss per Share              |   |                            |   |   |                           |   |   |                        |  
|                                              |   |                            |   |   |                           |   |   |                        |  
|Weighted Average Number of Shares Outstanding |   | 64,805,000                 |   |   | 64,805,000                |   |   | 64,805,000             |  

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

4

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

|                                                    |   | For the nine months ended |   |   | From February 15, 2002 |  
|--------------------------------------------------- | - | ------------------------- | - | - | ---------------------- | -
|                                                    |   | January 31                |   |   | January 31             |  
|                                                    |   | 2010                      |   |   | 2009                   |  
|Cash Provided by (Used for)                         |   |                           |   |   |                        |  
|Operating Activities                                |   |                           |   |   |                        |  
|Net loss for the period                             | $ | (5,400                    | ) | $ | (33,424                | )
|Changes in non-cash working capital items           |   |                           |   |   |                        |  
|Accounts payable and Accrued liabilities            |   | 5,400                     |   |   | 20,761                 |  
|Net cash provided by (used in) operating activities |   | -                         |   |   | (12,663                | )
|                                                    |   |                           |   |   |                        |  
|Investing Activities                                |   | -                         |   |   | -                      |  
|                                                    |   |                           |   |   |                        |  
|Financing Activities                                |   |                           |   |   |                        |  
|Capital stock subscribed                            |   | -                         |   |   | -                      |  
|Loan from Shareholder                               |   | -                         |   |   | 13,499                 |  
|Cash provided by financing
      activities         |   | -                         |   |   | 13,499                 |  
|                                                    |   |                           |   |   |                        |  
|                                                    |   |                           |   |   |                        |  
|Cash (decrease) increase during the year            |   | -                         |   |   | 836                    |  
|                                                    |   |                           |   |   |                        |  
|Cash , Beginning of period                          |   | -                         |   |   | 833                    |  
|                                                    |   |                           |   |   |                        |  
|Cash, End of period                                 | $ | -                         |   | $ | 1,669                  |  
|                                                    |   |                           |   |   |                        |  
|Supplemental Information                            |   |                           |   |   |                        |  
|                                                    |   |                           |   |   |                        |  
|Income Taxes Paid                                   |   | -                         |   |   | -                      |  
|Interest Paid                                       |   | -                         |   |   | -                      |  

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

5

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|RAZOR RESOURCES INC.                        
|--------------------------------------------
|(A Nevada Corporation)                      
|Notes to Financial Statements               
|January 31, 2010                            
|(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 $203,117 to January 31, 2010.
This factor creates doubt as to the ability of the Company to continue as a
going concern. Realization values may be substantially different from the
carrying values as shown in these financial statements should the Company be
unable to continue as a going concern. Management is in the process of
identifying sources for additional financing for working capital and to fund the
ongoing development of the Company's business, and management proposes to
develop plans to continue the business as a going concern.

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

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

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

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

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

(f) Income 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.

6

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|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|January 31, 2010             
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

(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, 2010 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.

7

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|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|January 31, 2010             
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

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 $203,117 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, 2010 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

|Deferred tax assets     | $ | 203,117  |  
|----------------------- | - | -------- | -
|Valuation allowance     | $ | (203,117 | )
|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
January 31, 2010 and 2009 is as follows:

|                                  |  | 2009   | 
|--------------------------------- |  | ------ | 
|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.

8

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|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|January 31, 2010             
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

Note 5. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at January 31, 2010,
for pension, post-employment benefits or post-retirement benefits. The Company
does not have a pension plan.

Note 6. CAPITAL STOCK

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

Note 7. LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A shareholder has loaned the company $22,787 without interest
and fixed term of repayment. The loan is unsecured.

A director has loaned the
  company $18,646 without interest and fixed term of repayment. The loan is
  unsecured.

These loans will not be repaid in the next year.

9

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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 1136,
14781 Memorial Drive, Houston, Texas 77079. Our telephone number is
310.706.4009.

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

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

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

On February 9, 2010, we entered into a share 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 share
exchange agreement, we 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 34,000,000 shares of our common stock to the
shareholder of Compania Minera Cerros Del Sur, S.A. The closing of the
transactions contemplated in the share exchange agreement and the acquisition of
99% of the issued and outstanding common stock in the capital of Compania Minera
Cerros Del Sur, S.A. occurred on February 9, 2010. In accordance with the
closing of the share exchange agreement, we issued 34,000,000 shares of our
common stock to a former shareholder of Compania Minera Cerros Del Sur, S.A. in
exchange for the acquisition, by our company, of 99% of the issued and
outstanding shares of Compania Minera Cerros Del Sur, S.A. Also, pursuant to the
terms of the share exchange agreement, certain shareholders of our company
cancelled 34,000,000 restricted shares of our common stock.

10

---

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

Our Current Business

We have been an exploration stage company engaged in the
acquisition of mineral claims and exploration of mineral property 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 34,000,000 shares of our common stock to the shareholder of
Compania Minera Cerros Del Sur, S.A.

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 $120,384 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 January 31, 2011.

General and Administrative Expenses

We expect to spend $500,000 during the twelve-month period
ending January 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 January
31, 2011.

Purchase of Significant Equipment

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

Personnel Plan

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

Our majority owned subsidiary, Compania Minera Cerros Del Sur,
S.A, has 54 full time employees.

11

---

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

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

Results of Operations

Overview

The following management discussion and analysis is based upon
financial information prior to our acquisition of Compania Minera Cerros Del
Sur, S.A. and as a result may provide little assistance to the reader in
evaluating our operations.

Three Months Ended January 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 January
31, 2010 which are included herein.

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

|                   | Three Months Ended
      January 31, 2010 | Three Months Ended
      January 31, 2009 | Change Between Three Month
      Period Ended January 31, 2010 and January
      31, 2009
|------------------ | ----------------------------------------- | ----------------------------------------- | -----------------------------------------------------------------------------------------
|Revenue            | $ Nil                                     | $ Nil                                     | $ Nil                                                                                    
|Operating Expenses | 1,800                                     | 8,822                                     | (7,022)                                                                                  
|Net Income (Loss)  | (1,800)                                   | (8,822)                                   | 7,022                                                                                    

Operating Expenses

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

|                     |   | Three Months Ended | 
|-------------------- | - | ------------------ | 
|                     |   | January 31         | 
|                     |   |                    | 
|                     |   | 2010               | 
|                     |   |                    | 
|Filing fees          | $ | Nil                | 
|Professional fees    | $ | 1,800              | 
|Management fees      | $ | Nil                | 
|Office costs         | $ | Nil                | 
|Travel costs         | $ | Nil                | 
|Bank service charges | $ | Nil                | 

The decrease in operating expenses for the three months ended
January 31, 2010, compared to the same period in fiscal 2009, was mainly due to
a reduction in all expenses.

12

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Nine Months Ended January 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 January
31, 2010 which are included herein.

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

|                   | Nine months Ended January
      31, 2010 | Nine months Ended January
      31, 2009 | Change Between Nine month
      Period Ended January 31, 2010 and January 31,
      2009
|------------------ | ---------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------------------------
|Revenue            | $ Nil                                    | $ Nil                                    | $ Nil                                                                                   
|Operating Expenses | 5,400                                    | 33,424                                   | (28,024)                                                                                
|Net Income (Loss)  | (5,400)                                  | (33,424)                                 | 28,024                                                                                  

Operating Expenses

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

|                     |   | Nine months Ended | 
|-------------------- | - | ----------------- | 
|                     |   | January 31        | 
|                     |   |                   | 
|                     |   | 2010              | 
|                     |   |                   | 
|Filing fees          | $ | Nil               | 
|Professional fees    | $ | 5,400             | 
|Management fees      | $ | Nil               | 
|Facilities costs     | $ | Nil               | 
|Office costs         | $ | Nil               | 
|Travel costs         | $ | Nil               | 
|Bank service charges | $ | Nil               | 

The decrease in operating expenses for the nine months ended
January 31, 2010, compared to the same period in fiscal 2009, was mainly due to
a decrease in all expenses.

Revenues

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

Liquidity and Financial Condition

As of January 31, 2010, our total assets were $Nil and our
total current liabilities were $120,384 and we had a working capital deficit of
$120,384. Our financial statements report a net loss of $5,400 for the nine
months ended January 31, 2010, and a net loss of $203,117 for the period from
February 26, 2002 (date of inception) to January 31, 2010.

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

13

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|Cash Flows                                                |   |             |  |   |             |  
|--------------------------------------------------------- | - | ----------- |  | - | ----------- | -
|                                                          |   |             |  |   |             |  
|                                                          |   | At          |  |   | At          |  
|                                                          |   | January 31, |  |   | January 31, |  
|                                                          |   | 2010        |  |   | 2009        |  
|                                                          |   |             |  |   |             |  
|Net Cash provided by (Used in) Operating
      Activities | $ | Nil         |  | $ | (12,663     | )
|Net Cash Provided by (Used In) Investing Activities       | $ | Nil         |  | $ | Nil         |  
|Net Cash Provided by Financing Activities                 | $ | Nil         |  | $ | 13,499      |  
|Cash increase (decrease) during the period                | $ | Nil         |  | $ | 836         |  

We had cash in the amount of $Nil as of January 31, 2010 as
compared to $1,669 as of January 31, 2009. We had a working capital deficit of
$120,384 as of January 31, 2010 compared to working capital deficit of $115,221
as of April 30, 2009.

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

Contractual Obligations

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

Going Concern

In their audit report relating to our financial statements for
the period ended April 30, 2009 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

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

Application of Critical Accounting Policies

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

14

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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

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

15

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

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

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(T). 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, 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 January 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 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.

16

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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 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.

17

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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

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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 January 31, 2010. At January 31, 2010, we had a working
capital deficit of $120,384 . We incurred a net loss of $5,400 for our quarter
ended January 31, 2010 and have a net loss of $203,117 since inception. 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 10, 2009, 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 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.

19

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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

In connection with the closing of the share exchange agreement,
on February 9, 2010, we issued 34,000,000 restricted shares of our common stock
to Mayan Gold Inc., the former shareholder of Compania Minera Cerros Del Sur
S.A. The shares of common stock were issued to one (1) US person in reliance on
Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

In connection with the closing of a private placement, on
February 9, 2010, we issued 1,000,000 restricted shares of our common stock to
Resilient Technologies Inc.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

None.

20

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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)                                                              
|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

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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: March 12, 2010 | /s/
      Kelly Fielder                                
|                      | Kelly Fielder                                          
|                      | President, Secretary, Treasurer and Director           
|                      | (Principal Executive Officer, Principal
      Financial
|                      | Officer and Principal Accounting Officer)              

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