---

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 October 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

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[ ] 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 December 1, 2009

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

2

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

|                                                         |   | October 31, 2009 |   |   | April 30, 2009 |  
|-------------------------------------------------------- | - | ---------------- | - | - | -------------- | -
|ASSETS                                                   |   |                  |   |   |                |  
|                                                         |   |                  |   |   |                |  
|Cash                                                     | $ |                  |   | $ | -              |  
|                                                         |   |                  |   |   |                |  
|                                                         |   |                  |   |   |                |  
|TOTAL ASSETS                                             | $ |                  |   | $ | -              |  
|                                                         |   |                  |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                    |   |                  |   |   |                |  
|                                                         |   |                  |   |   |                |  
|Current Liabilities                                      |   |                  |   |   |                |  
|Bank Indebtedness                                        | $ | -                |   | $ | 237            |  
|Accounts payable and accrued                             |   | 118,584          |   |   | 114,984        |  
|TOTAL CURRENT LIABILITIES                                |   | 118,584          |   |   | 115,221        |  
|Long Term Liability                                      |   |                  |   |   |                |  
|Loan from Shareholder and
      Director                 | $ | 41,433           |   | $ | 41,196         |  
|TOTAL LIABILITIES                                        | $ | 160,017          |   | $ | 156,417        |  
|                                                         |   |                  |   |   |                |  
|Stockholders' Equity (Deficit)                           |   |                  |   |   |                |  
|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         |   | (201,900         | ) |   | (197,717       | )
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                     |   | (160,017         | ) |   | (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)

|                                    |   |                            |   |   |                          |   |   | From February 15, 2002 (Inception) to October 31, 2009 |  
|----------------------------------- | - | -------------------------- | - | - | ------------------------ | - | - | ------------------------------------------------------ | -
|                                    |   |                            |   |   |                          |   |   |                                                       
|                                    |   | For the three months ended |   |   | For the six months ended |   |   |                                                       
|                                    |   | October 31,                |   |   | October 31,              |   |   | October 31,                                            |  
|                                    |   | 2009                       |   |   | 2008                     |   |   | 2009                                                   |  
|Revenues                            |   |                            |   |   |                          |   |   |                                                        |  
|Consulting Income                   |   |                            |   |   |                          |   |   |                                                        |  
|                                    |   |                            |   |   |                          |   |   |                                                        |  
|General and Administrative Expenses |   |                            |   |   |                          |   |   |                                                        |  
|Rent                                | $ | -                          |   | $ | 542                      |   |   |                                                        |  
|Audit Fees                          |   | -                          |   |   | -                        |   |   |                                                        |  
|Filing Fees                         |   | -                          |   |   | 13                       |   |   |                                                        |  
|Professional Fees                   |   | 1,800                      |   |   | 1,800                    |   |   | 3,600                                                  |  
|Management Fees                     |   | -                          |   |   | 3,000                    |   |   | -                                                      |  
|Facilities Costs                    |   | -                          |   |   | -                        |   |   | -                                                      |  
|Office Costs                        |   | -                          |   |   | 3,105                    |   |   |                                                        |  
|Travel Costs                        |   |                            |   |   | 2,845                    |   |   | -                                                      |  
|Registered Fees                     |   | -                          |   |   |                          |   |   |                                                        |  
|Automobile Expense                  |   |                            |   |   |                          |   |   | -                                                      |  
|Mineral Property Cost               |   | -                          |   |   |                          |   |   |                                                        |  
|Bank Service Charges                |   |                            |   |   | 138                      |   |   | -                                                      |  
|                                    |   | 1,800                      |   |   | 11,444                   |   |   | 4,183                                                  |  
|                                    |   |                            |   |   |                          |   |   |                                                        |  
|Net loss for the Period             | $ | (1,800                     | ) | $ | (11,444                  | ) | $ | (4,183                                                 | )
|                                    |   |                            |   |   |                          |   |   |                                                        |  
|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                                             |  

4

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

|                                                    |   |                          |   |   | From February 15, 2002 (Inception) to October 31, 2009 |  
|--------------------------------------------------- | - | ------------------------ | - | - | ------------------------------------------------------ | -
|                                                    |   |                          |   |   |                                                       
|                                                    |   | For the six months ended |   |   |                                                       
|                                                    |   | October 31,              |   |   | October 31                                             |  
|                                                    |   | 2009                     |   |   | 2008                                                   |  
|Cash Provided by (Used for)                         |   |                          |   |   |                                                        |  
|Operating Activities                                |   |                          |   |   |                                                        |  
|Net loss for the period                             | $ | (3,600                   | ) | $ | (24,602                                                | )
|Changes in non-cash working capital items           |   |                          |   |   |                                                        |  
|Accounts payable and Accrued liabilities            |   | 3,600                    |   |   | 12,794                                                 |  
|Net cash provided by (used in) operating activities |   | (-)                      |   |   | (11,808                                                | )
|                                                    |   |                          |   |   |                                                        |  
|Investing Activities                                |   |                          |   |   |                                                        |  
|                                                    |   |                          |   |   |                                                        |  
|Financing Activities                                |   |                          |   |   |                                                        |  
|Capital stock subscribed                            |   | -                        |   |   | -                                                      |  
|Due to Director                                     |   |                          |   |   | 9,598                                                  |  
|Loan from Shareholder                               |   | 237                      |   |   | 2,100                                                  |  
|Cash provided by financing activities               |   | 237                      |   |   | 11,698                                                 |  
|                                                    |   |                          |   |   |                                                        |  
|                                                    |   |                          |   |   |                                                        |  
|Cash increase (decrease) during the
      year      |   | 237                      |   |   | (109                                                   | )
|                                                    |   |                          |   |   |                                                        |  
|Cash , Beginning of year                            |   | (237                     | ) |   | 833                                                    |  
|                                                    |   |                          |   |   |                                                        |  
|Cash, End of year                                   | $ | -                        |   | $ | 724                                                    |  
|                                                    |   |                          |   |   |                                                        |  
|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               
|October 31, 2009                            
|(Expressed in
      U.S. Dollars)(unaudited)

Note 1. BUSINESS OPERATIONS

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

Going Concern

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
applicable to a going concern which assume that the Company will realize its
assets and discharge its liabilities in the normal course of business. The
Company has incurred losses since inception of $201,317 to October 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, 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 TaxesProvisions 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

6

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

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 October 31, 2009 as defined in FASB 107 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet.

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

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

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

7

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|RAZOR RESOURCES INC.         
|-----------------------------
|(A Nevada Corporation)       
|Notes to Financial Statements
|October 31, 2009             
|(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 April 2009, the FASB issued guidance that fair value
disclosures required for financial instruments on an annual basis be presented
for all interim reporting periods beginning with the first interim period ending
after June 15, 2009 with earlier application permitted. We have adopted the
disclosure requirements effective September, 2009. See Note 2 Summary of
Significant Accounting Policies.

In April 2009, the FASB issued additional guidance for
estimating fair value when the volume and level of activity for the asset and
liability have significantly decreased and also on identifying circumstances
that indicate a transaction is not orderly. This guidance also requires expanded
disclosure about how fair value is measured, changes to valuation methodologies,
and additional disclosures for debt and equity securities. This guidance was
effective for reporting periods ending after June 15, 2009 with early adoption
permitted. We adopted this guidance effective September, 2009. See Note 2
Summary of Significant Accounting Policies.

In May 2009, the FASB issued guidance which establishes general
standards for accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued. This guidance was effective for interim or annual financial periods
ending after June 15, 2009, and shall be applied prospectively. Adoption did not
have an impact on our financial position or results of operations.

In August 2009, the FASB issued guidance to clarify how the
fair value of liabilities should be determined when a quoted price for an
identical liability is not available. The guidance requires in these
circumstances that the fair value of financial liabilities be determined using
either the quoted price of a similar liability, the quoted price of an identical
or similar liability when traded as an asset or any other valuation methodology
consistent with the Fair Value Framework. This guidance is effective for fiscal
years beginning after the issuance of this guidance with early adoption
encouraged. We adopted this guidance during September, 2009. Adoption did not
have an impact on our financial position or results of operations.

Note 3. INCOME TAXES

The Company has losses that total $201,317 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 October 31, 2009 as it is reduced to nil by a valuation
allowance, due to uncertainty of the application of losses.

Deferred tax assets
    $
    201,317Valuation allowance
    $
    (201,317
    )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
October 31, 2009 and 2008 is as follows:

2009Statutory 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

8

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

arising from these financial instruments. The fair value of
these financial instruments approximates their carrying values.

Note 5. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at October 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. 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 DIRECTOR

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" and Razor mean Razor Resources Inc., 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".

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

10

---

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.

We believed that our previous management had entered into a
letter of intent to participate as a working interest partner in the drilling
and completion of an oil and gas prospect in Eastern Idaho. Upon further
investigation, current management has elected not to pursue any proposed
acquisition of a working interest on the Idaho prospect as no binding or
enforceable agreement had been entered into with Striker Petroleum LLC, as they
did not own any interest in the prospect.

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 the
company has not engaged in any other business activities. Activities to date
have consisted solely of the staking of mining claims.

Our management is currently evaluating other potential business
opportunities that might be available to our company. Our management will begin
analyzing various alternatives available to our company to ensure our survival
and to preserve our shareholder's investment in our common shares. This analysis
will include sourcing additional forms of financing to continue in mineral
exploration, or mergers and/or acquisitions. At this stage in our operations, we
believe either course is acceptable, as our operations have not been profitable
and the exploration results have not been positive.

Plan of Operation

During the next twelve month period, we intend to focus our
efforts locating and acquiring a suitable resources project please expand if
needed.

We are currently seeking opportunities in all industry sectors.
We anticipate that any new acquisition or business opportunities by our company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our company requires additional financing and we are unable to
acquire such funds, our business may fail.

Not accounting for our working capital deficit of $118,170 we
require additional funds of approximately $10,000 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

11

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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.

Even if we are able to acquire an interest in a mineral or oil
and gas property or enter into a non-resource business opportunity and obtain
the necessary funding, there is no assurance that any revenues would be
generated by us or that revenues generated would be sufficient to provide a
return to investors

Capital Expenditures

We do not intend to invest in capital expenditures during the
twelve-month period ending October 31, 2010.

General and Administrative Expenses

We expect to spend $10,000 during the twelve-month period
ending October 31, 2010 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 October
31, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending October 31, 2010.

Personnel Plan

We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officers or directors). We do and will
continue to outsource contract employment as needed. As at October 31, 2009, our
only employees were our directors and officer.

Results of Operations

Three Months Ended October 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 October
31, 2009 which are included herein.

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

Three Months Ended      October 31, 2009
    Three Months Ended      October 31, 2008
    Change Between Three Month
      Period Ended October 31, 2009 and October
      31, 2008Revenue
    $ Nil
    $ Nil
    $ NilOperating Expenses
    1,800
    11,444
    (9,644)Net Income (Loss)
    (1,800)
    (11,444)
    9,644


12

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Operating Expenses

Our operating expenses for the three months ended October 31,
2009 and October 31, 2008 are outlined in the table below:

Three Months EndedOctober 312009
    
    
    2008Rent
    $
    Nil
    
    $
    542Filing fees
    $
    Nil
    
    $
    13Professional fees
    $
    1,800
    
    $
    1,800Management fees
    $
    Nil
    
    $
    3,000Office costs
    $
    Nil
    
    $
    3,105Travel costs
    $
    Nil
    
    $
    2,845Automobile expense
    $
    Nil
    
    $
    NilBank service charges
    $
    Nil
    
    $
    138


The decrease in operating expenses for the three months ended
October 31, 2009, compared to the same period in fiscal 2008, was mainly due to
a decrease in all operating expenses.

Six Months Ended October 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 October
31, 2009 which are included herein.

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

Six Months Ended October
      31, 2009
    Six Months Ended October
      31, 2008
    Change Between Six Month Period
      Ended October 31, 2009 and October 31, 2008Revenue
    $ Nil
    $ Nil
    $ NilOperating Expenses
    1,800
    24,602
    (22,802)Net Income (Loss)
    (1,800)
    (24,602)
22,802


13

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Operating Expenses

Our operating expenses for the six months ended October 31,
2009 and October 31, 2008 are outlined in the table below:

Six Months EndedOctober 312009
      
      
      2008Rent
      $
      Nil
      
      $
      1,088Audit fees
      $
      Nil
      
      $
      3,275Filing fees
      $
      Nil
      
      $
      2,465Professional fees
      $
      3,600
      
      $
      4,481Management fees
      $
      Nil
      
      $
      3,000Office costs
      $
      Nil
      
      $
      6,482Travel costs
      $
      Nil
      
      $
      3,647Automobile expense
      $
      Nil
      
      $
      NilBank service charges
      $
      Nil
      
      $
      163


The decrease in operating expenses for the six months ended
October 31, 2009, compared to the same period in fiscal 2008, was mainly due to
a decrease in all operating 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 October 31, 2009, our total assets were $0 and our total
current liabilities were $118,584 and we had a working capital deficit of
$118,584. Our financial statements report a net loss of $3,600 for the six
months ended October 31, 2009, and a net loss of $201,317 for the period from
February 26, 2002 (date of inception) to October 31, 2009.

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

|Cash Flows                                             |   |             |  |   |             |  
|------------------------------------------------------ | - | ----------- |  | - | ----------- | -
|                                                       |   | At          |  |   | At          |  
|                                                       |   | October 31, |  |   | October 31, |  
|                                                       |   | 2009        |  |   | 2008        |  
|                                                       |   |             |  |   |             |  
|Net Cash (Used in)    Operating Activities             | $ | Nil         |  | $ | (11,808     | )
|Net Cash Provided by (Used    In) Investing Activities | $ | Nil         |  | $ | Nil         |  
|Net Cash Provided by    Financing Activities           | $ | 237         |  | $ | 11,698      |  
|Cash increase (decrease)    during the year            | $ | 237         |  | $ | (109        | )

We had cash in the amount of $Nil as of October 31, 2009 as
compared to $724 as of October 31, 2008. We had a working capital deficit of
$118,584 as of October 31, 2009 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.

14

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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.

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.

15

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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.                                                                                                                                                                                                                                                                                                                                                           

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 October 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 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.

New Accounting Pronouncements

In April 2009, the FASB issued guidance that fair value
disclosures required for financial instruments on an annual basis be presented
for all interim reporting periods beginning with the first interim period ending
after June 15, 2009 with earlier application permitted. We have adopted the
disclosure requirements effective September, 2009. See Note 2 Summary of
Significant Accounting Policies.

In April 2009, the FASB issued additional guidance for
estimating fair value when the volume and level of activity for the asset and
liability have significantly decreased and also on identifying circumstances
that indicate a transaction is not orderly. This guidance also requires expanded
disclosure about how fair value is measured, changes to valuation methodologies,
and additional disclosures for debt and equity securities. This guidance was
effective for reporting periods ending after June 15, 2009 with early adoption
permitted. We adopted this guidance effective September, 2009. See Note 2
Summary of Significant Accounting Policies.

In May 2009, the FASB issued guidance which establishes general
standards for accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued. This guidance was effective for interim or annual financial periods
ending after June 15, 2009, and shall be applied prospectively. Adoption did not
have an impact on our financial position or results of operations.

In August 2009, the FASB issued guidance to clarify how the
fair value of liabilities should be determined when a quoted price for an
identical liability is not available. The guidance requires in these
circumstances that the fair value of financial liabilities be determined using
either the quoted price of a similar liability, the quoted price of an identical
or similar liability when traded as an asset or any other valuation methodology
consistent with the Fair Value Framework. This guidance is effective for fiscal
years beginning after the issuance of this guidance with early adoption
encouraged. We adopted this guidance during September, 2009. Adoption did not
have an impact on our financial position or results of operations.

16

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

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

17

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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
October 31, 2009 is $201,317. 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.

Our management is currently seeking out potential business
opportunities and there are numerous risks associated with any potential
business opportunity.

We intend to use reasonable efforts to acquire or complete
potential business opportunities that our management determines is in the best
interests of our shareholders. Such combinations will be accompanied by risks
commonly encountered in acquisitions. Failure to manage and successfully
integrate acquisitions we make could harm our business, our strategy and our
operating results in a material way.

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.

18

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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

19

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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

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

Exhibit Number
    Description(3)
    (i) Articles of Incorporation; and (ii)
      Bylaws3.1
    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 Contracts10.1
    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)


20

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Exhibit Number
      Description10.3
      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 Ethics14.1
      Code of Ethics (Incorporated by reference to
        the Form 10-KSB filed on August 10, 2007)(31)
      Section 302 Certification31.1*
      Certification of Principal
        Executive Officer and Principal Financial Officer filed pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002(32)
      Section 906 Certification32.1*
      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: December 15, 2009 | /s/
      Kelly Fielder                                
|                         | Kelly Fielder                                          
|                         | President, Secretary, Treasurer and Director           
|                         | (Principal Executive Officer, Principal
      Financial
|                         | Officer and Principal Accounting Officer)              

22

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