You Han Data Tech Co Ltd. - FORM 10-K/A

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EX-31 - You Han Data Tech Co Ltd.	ex31a.htm
EX-32 - You Han Data Tech Co Ltd.	ex32a.htm

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

FORM 10-K/A

(Mark One)

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

For the fiscal year ended April 30, 2011

[ ] 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)	(I.R.S. Employer Identification No.)

12340 Seal Beach Blvd. STE B-190 Seal Beach, CA	90740
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 949-419-6588

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

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No[ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No[ x ]

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 last 90 days.
Yes[ x ] No [ ]

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	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 [ ] No[ x ]

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2009 was $0.15 based on a $14,858,250 bid/ask price for the Common Stock on October 29, 2009. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

100,305,000 shares of common stock issued & outstanding as of September 21, 2011

EXPLANATORY NOTE

This amendment to Form 10-K period ended April 30, 2011 has been filed to include the audit opinion that was inadvertently not included

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	10
Item 3.	Legal Proceedings	15
Item 4.	[Removed and Reserved]	15
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Item 9A.	Controls and Procedures	39
Item 9B.	Other Information	40
Item 10.	Directors, Executive Officers and Corporate Governance	40
Item 11.	Executive Compensation	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	47
Item 14.	Principal Accountants Fees and Services	47
Item 15.	Exhibits, Financial Statement Schedules	48

PART I

Item 1.

Business

This annual 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, including the risks in the section entitled “Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our company”, mean Razor Resources Inc. a Nevada corporation, unless otherwise indicated.

Corporate History

The address of our principal executive office is 12340 Seal Beach Blvd. STE B-190 Seal Beach, CA 90740. Our telephone number is 949-419-6588.

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

We have one subsidiary Compania Minera Cerros Del Sur, S.A., a private Honduran 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 November 23, 2007, our board of directors approved a 15 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. Our authorized capital increased from 70,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001 to 1,050,000,000 shares of common stock with a par value of $0.001 and 75,000,000 shares of preferred stock with a par value of $0.001.

On April 11, 2005, we acquired, on an arms length basis, from Raymond Wei Min Xu, a 100% interest in a 1,223 acre mineral claim referred to as "Mahatta", in the Nanaimo Mining Division, southwest of Port Alice, British Columbia, Canada, with "Tenure" 510120 and the expiry date of April 3, 2006. Consideration was 250,000 common shares, issued from treasury, at a price of $0.001 per share for total consideration of $250. The Mahatta Property is one mineral lease each consisting of 24 units. The Mahatta lease expired on April 3, 2006. The extension of the lease for another 1 year period therefore requires an expenditure of CAN$2400 or approximately $2016 USD for exploration work, plus a payment of a recording fee for each claim, or a direct payment of the same amount to the Province of British Columbia. After 3 years, the required expenditure will be CAN$4800 or $4032 USD for exploration work, plus a payment of a recording fee for each claim, or a direct payment of the same amount to the Province of British Columbia.

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

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.

On February 9, 2010, we entered into a share exchange agreement with Compania Minera Cerros Del Sur, S.A., a Honduran corporation, and a shareholder of Cerros del Sur. Pursuant to the terms of the share exchange agreement, we have agreed to acquire 99% of the issued and outstanding shares of Compania Minera Cerros Del Sur, S.A.’s common stock in exchange for the issuance by our company of 35,5000,000 shares of our common stock to the shareholder of Compania Minera Cerros Del Sur, S.A.

Our current operational focus is to conduct exploration activities on our newly acquired properties in Honduras, known as the Clavo Rico property.

Competition

The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of our properties.

Compliance with Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

Employees

Currently, we have 59 full time employees. Our directors and certain contracted individuals play an important role in the running of our Company. 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.

Research and Development

We have not spent any amounts on which has been classified as research and development activities in our financial statements since our inception.

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 equity financing.

Subsidiaries

We have one subsidiary Compania Minera Cerros Del Sur, S.A., a private Honduran corporation.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Item 1A.

Risk Factors

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

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

RISKS ASSOCIATED WITH MINING

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, labour 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.

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.

RISKS RELATED TO OUR COMPANY

The fact that Cerros del Sur has not generated positive earnings raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We anticipate that we will continue to incur operating expenses that will exceed revenues for the foreseeable future. We had cash in the amount of $108,730 as of April 30, 2011. At April 30, 211, we had working capital deficit of $231,150. We incurred a net loss of $104,788 for the year ended April 30, 2011 and $1,625, 287 since inception. We estimate our average monthly operating expenses to be approximately $70,000 to $85,000 USD, including mineral property costs, management services and administrative costs. Should the results of our planned production require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. 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 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 public auditing firm, in their report dated August 15, 2011 to comment about our company’s ability to continue as a going concern. Management has plans to seek additional capital through a private placement of its 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 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.

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 1B.

Unresolved Staff Comments

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

Item 2.

Properties

We do not own any real property. Our principal business offices are located at 12340 Seal Beach Blvd. STE B-190 Seal Beach, CA 90740. We currently lease our space at an annual cost of $4800.00. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Clavo Rico Property

Location and access

The Clavo Rico mining concession consists of all mineral rights within a 200 hectare defined area and granted by the Honduran government. The current mining operations are located adjacent to the municipality of El Corpus in the state of Choluteca, Honduras. The mine site can be reached from the capital of Tegucigalpa, going south on a paved highway for about 135 km. to the southern city of Choluteca, where the Company maintains a home. From Choluteca the mine is approximately 15km south along an improved gravel road also used by public transportation. The Clavo Rico mine itself is located within the town of El Corpus and it is connected to electrical power and potable water from the public utility companies. The mine site also has access to its own well for processing water and its own back-up diesel generator to supplement the public power system.

Geology of Honduras

Honduras is bounded on the north and east by the Caribbean Sea, on the south by Nicaragua, on the south-west by the Pacific Ocean and El Salvador, and on the west by Guatemala. Honduras is the second largest country in Central America. Spanish is the country's official language, although English is widely understood and spoken. Its capital city is Tegucigalpa which hosts an international airport.

Except for two coastal strips, one extending about 640 km along the Caribbean Sea and the other 64 km on the Pacific Ocean, Honduras is a plateau consisting of broad, fertile plains broken by deep valleys and traversed by mountain ranges. The mountains, which are volcanic in origin, rise to heights of more than 2,800 m. The climate of Honduras is tropical, but is tempered by the higher elevations of the interior.

The southern region of Honduras lies in a rich geological zone which extends from El Salvador through the coastal belt of southern Honduras and well into Nicaragua. This belt of Matagalpa volcanics hosts numerous large and high-grade gold deposits. The Clavo Rico mine is located in the Southern Geological Gold Province known as "El Tabanco" in Colonial times and within the department of Choluteca today. Trachytic and rhyolitic domes pierce the entire sequence in the region. The latter form the prominent "needles" in the hilly to moderately mountainous topography of the region and appear to play a role in the genesis of the gold deposits. Flat-lying, younger, predominantly felsic tuffs and ingimbrites of the Padre Miguel Formation overlie unconformably the Matagalpa volcanics, forming conspicuous light colored cliffs. The entire sequence is in turn capped by Quarternary basaltic flows and pyroclastics. Caldera formation with concomitant faulting and extensive shear zones complete the structural setting of the region.

Mineralization of Southern Honduras

Gold mineralization in the region is shear zone hosted with very high grades (several ounces per ton) in certain shears, alternating with lower grade intervals. Enveloping the high grade shears are heap leachable grades, as is amply demonstrated. It is believed that extremely rich ore shoots with relatively steep plunges account for the difficulty of establishing continuity of high grade zones within the shears by drilling. This is a very common feature for structurally controlled, high grade ore bodies. There also exists a pronounced vertical zonation of metallic minerals, which is most likely due to supergene processes.

At both Tajo and Clavo Rico, as well as many other sites within El Tabanco, the following generalizations with regard to vertical zonation can be made:

Oxidation Zone: Near surface to a depth of 10-15 feet there is commonly depletion of gold. This is followed by a zone which contains; iron oxides, iron hydroxides, native gold and a subordinate amount of secondary, complex silver-copper-antimony-arsenic minerals, depending on the mineral suite of the primary mineralization. This zone

generally extends to the water table and can reach depths of more than 200 feet at both the Clavo Rico and the Tajo deposits. Water table fluctuations and stacking of palaeo-water tables result in interfingering and mixing with the Atransition zone@ to the primary sulphide mineralization.

Transition Zone: The transition or cementation zone, especially on Clavo Rico, coincides with the water table(s) or a zone of fluctuating water saturated levels or palaeo-water tables. All mining to date at both sites has been conducted in the oxidation zone, with some sampling from the transition zone. The gold in this zone exists as interstitial, elemental gold in iron oxides in the oxide zone and chiefly as elemental gold in cracks and pore spaces of goldfieldite in the transition zone.

Primary Sulphide Zone: This zone of primary mineralization has not been explored, as neither mining nor drilling have reached this level at most sites in El Tabanco. It is noteworthy that the only recorded deep drill holes (over 400 feet deep) were drilled on nearby Cacumaya and recorded significant amounts of gold (over 5 oz/ton and 13 oz/ton respectively). This mineralization is believed to occur in the primary sulphide zone in the region and such deposits are highly likely to exist at both Potosi and Clavo Rico.

Known geological data suggests that to date, there has been no exploration anywhere in the district which has probed into the primary sulphide zone except for the limited drilling by Battle Mountain Gold at the nearby Cacumaya concession which showed gold values of 5.46 oz/ton and 13.27 oz/ton at about 500 feet.

A fair amount of core drilling has been completed on the concession and those reports show a very high grade, deep deposit of gold sulphide ore. The name in Spanish, “Clavo Rico”, means “rich nail” indicating a deep, vertical vein much like a nail or spike driven into the ground. (Or more accurately, a deep, nail-like vein which has percolated up through a vertical fissure in the earth carrying very rich deposits of gold). However, the drilling indicates a deep, wide, horizontal vein, with its width and extent not yet fully mapped.

Work done to date

The Clavo Rico mine is over 500 years old. It has been mined since the early 16^th century and today the ore which has been mined for the past 30 years was processed on site using a cyanide vat leaching system, with the movement of rocks and gravel done by hand. As a result it processed ore at a rate of only 100 tons per month using primitive methods with production averaging less than 10 ounces per month.

The mine includes 35 deeded acres and consists of two primary access tunnels, each penetrating the same primary vein.

The first is the Armando Williams tunnel, which is the current source of its oxide ore, and has been worked for the last 18 years.

The second tunnel is the Clavo Rico and it is currently inactive due to a cave-in about 18 meters into the access tunnel.

From 1975 to 2004, the Clavo Rico was mined using a crude leach system in two small vats. The ore was mined using picks and shovels at the rate of only 200 tons per month. After it was acquired by Mayan Gold in 2004, the company began a comprehensive mining plan to increase production but with the same basic processing methods. Mayan Gold designed and constructed 4 new, much larger leaching vats, a new crusher and extraction system, and a new ADR processing plant. Most of the processes were mechanized and a company laboratory was added at the site along with executive offices in order to support the daily processing as well as analyze new ore samples.

In 2009, the operating company, Mayan Gold produced and sold over 1600 ounces of gold. Currently the operation consists of a complete operating mine with 60 plus full time employees, equipment and land, a functioning on-site laboratory, with separate departments for environmental compliance, community relations, geology, mining, processing and administration. With the plant now operating, the operations continue to focus on controlling the extraction and processing costs and on improving the recovery percentages.

Our properties do not have any proven and/or probable reserves prominently in our property description.

The terms under which the concession is held

Precious metal mines in Honduras are operated under specific permits granted by the Honduran government. These are known as “concessions” and cannot be larger than 1,000 hectares each. Once granted by the government, the owner of the concession owns all mineral rights in that designated area. The Clavo Rico mining concession has a long history. In 1975 it was purchased from the original owner, Armando Williams by Ladislav Pekarik a Canadian mining engineer who moved to Honduras and later sold to the past owners, Mayan Gold through their operating subsidiary, Compania Minera Cerros del Sur, S.A. de C.V. Honduras is a developing country and its mining laws have changed over the years. When the original concession was granted, it was done under the laws at that time which did NOT specify any ending date.

Currently, Clavo Rico has no concessional expiration date as long as the terms are complied with and the annual reports are filed and fees paid. It consists of 200 hectares with the town of El Corpus inside its designated area. To maintain the concession, the owner must pay an annual fee known at the “territorial canon”. This is calculated on acerage and the current levy. The territorial cannon for the Clavo Rico this year is US$1,200.

In addition, the concession owners must obtain a local operating permit from the adjacent municipality, El Corpus. The fee also varies but this year the fee was 10,000 lempiras (about US$500). The concessionaire must also file an annual report with the Department of Mines and notify them of all development, plans, etc. in order for them to regulate the mining activities. While there are no set rules for inspections, the Department of Mines may inspect the properties as often as they deem necessary. The Clavo Rico typically is inspected every quarter. The Department of Mines charges the concessionaire for its “costs” of each inspection. These may vary but typically cost about US$3,800. There are also inspection costs for every export shipment which contains gold. This inspection fee averages around US$2,500 each.

Razor Resources, Inc. must also file an annual tax return and is taxed as any other company in Honduras. The rate is 25% of net income. To date, the mine has not generated any net income. A federal tax equal to 1% of the net assets is also imposed at the federal level. The old mining law required the concessionaire to pay an extraction tax equal to 1% of the value of all precious metals mined within the concession. While this law has been declared unconstitutional by the Honduran Supreme Court and has not been replaced by a new law, most active mining companies continue to pay the 1% extraction tax voluntarily.

While all operating companies are required to have an environmental license to conduct mining activities in Honduras. The Clavo Rico was operating before such a requirement was imposed by law, and is considered “grandfathered” from obtaining a new environmental license.

However, Razor Resources, Inc. has conducted an environmental audit of Clavo Rico as required by law, with reference to Industry Guide paragraphs (b) (1) through (5) and has negotiated the terms of that environmental license with the state. In addition, in accordance with Industry Guide, Razor Resources, Inc. has sought an environmental audit to ensure safety and social responsibility of the Clavo Rico Mine. Currently pending is the amount of the security Razor Resources, Inc. may be required to deposit with the Honduran state in order to obtain the final permit. Currently, the Honduran government is in the process of creating the New Institute of Geology and Mines to replace the outgoing Department of Development and Mining (Defomin). To date, the Honduran government has not issued a new mining Act.

Quality Control and Quality Assurance Protocols

Razor Resources, Inc. has adopted several QA/QC protocols for its Clavo Rico Mine. A Geologist has been retained as a consultant to oversee the mine operation, production and exploration process. The Clavo Rico Mine has an on-site metallurgist manager as well as a complete geological laboratory to conduct assaying of mineral/mining samples. The exploration program has been based on data obtained from a geological report. An on-site General Manager, holding a Chemical Engineering degree, has been retained to oversee the Quality Assurance and Quality Control protocols. In addition, the Clavo Rico Mine has an on-site full time accounting and administrative division to handle the proper and accurate documentation of the mineral exploration program. A staff of 60 plus mine personnelle ensure that there is adequate supervision and segregation of duties. Various mining machinery for mineral extraction assures proper due diligence in accordance with quality control and assurance protocols. A third party, John Matthey, one of the world’s largest gold refineries, has been retained for their expertise and services for mineral production and exploration.

Development and Exploration

Previous Exploration and Production

Razor Resources, Inc. acquired Clavo Rico Mine in 2010. In the prior year, the Clavo Rico Mine was under the ownership of Maya Gold and produced over 275 ounces of gold in 2009. Razor Resources,Inc. has relied on the narratives provided by the previous owner for these historic production totals.

Gold Production – Clavo Rico Mine in ounces Average grade of ore = 5 grams of gold Gold Silver 15-Jan-09 212.827 22.171 13-Apr-09 177.939 32.512 8-May-09 119.225 1-Jul-09 225.224 75.428 21-Sep-09 230.665 91.817 24-Nov-09 309.769 117.891 30-Mar-10 283.14 99.519 25-Jun-10 300.358 65.919 13-Dec-10 233.17 40.92 Total 2092.317 546.177

Current and Future Mine Production and Exploration

Currently, there are no formal plans to undertake further development or exploration of the Clavo Rico Mine until further financing is secured by Razor Resources, Inc. The issuance of additional equity will allow Razor Resources, Inc. to further proceed with its mine development and exploration plans. Should Razor Resource, Inc. not meet its targeted goal of additional equity, its level or productivity and future performance may limit the growth of its business. Furthermore, this could lead to impairment of operations and a significant loss of revenue.

Item 3.

Legal Proceedings

We know of no material, existing or pending legal proceedings against us, 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 company.

Item 4.

[Removed and Reserved]

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

The high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board⁽¹⁾
Quarter Ended	High	Low
April 30, 2011	$0.03	$0.02
January 31, 2011	$0.56	$0.30
October 31, 2010	$0.27	$0.27
July 31, 2010	$0.50	$0.50

National Association of Securities Dealers OTC Bulletin Board⁽¹⁾
Quarter Ended	High	Low
April 30, 2010	$0.75	$0.75
January 31, 2010	$0.75	$0.45
October 31, 2009	$N/A	$N/A
July 31, 2009	$N/A	$N/A
April 30, 2009	$N/A	$N/A
January 31, 2009	$0.30	$0.15
October 31, 2008	$0.35	$0.15
July 31, 2008	$0.70	$0.41
April 30, 2008	$0.9555	$0.41

⁽¹⁾Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our common shares are issued in registered form. Signature Stock Transfer, 2301 Ohio Drive, Suite 100, Plano, TX, 75093 (Telephone: 972.612.4120; Facsimile: 972.612.4122) is the registrar and transfer agent for our common shares

On August 15, 2011, the list of stockholders for our shares of common stock showed 1,304 registered stockholders and 101,305,000 shares of common stock outstanding.

Dividends

We have not declared any dividends on our common stock since the inception of our company on February 15, 2002. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Equity Compensation Plan Information

The following table provides a summary of the securities authorized for issuance under Equity Compensation Plans, the weighted average price and number of securities remaining available for issuance, all as at April 30, 2011.

			Number of securities
			remaining available for
	Number of securities		future issuance under
	to be issued upon	Weighted average	equity compensation
	exercise of	exercise price of	plans (excluding
	outstanding options,	outstanding options,	securities reflected in
Plan category	warrants and rights	warrants and rights	column (a))
	(a)	(b)	(c)

Equity compensation plans approved by security holders	N/A	N/A	N/A

Equity compensation plans not approved by security holders	N/A	N/A	N/A

Total	N/A	N/A	N/A

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2011.

Recent Sales of Unregistered Securities

None.

Item 6.

Selected Financial Data

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

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2011 and April 30, 2010 that appear elsewhere in this annual 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 registration statement, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation

During the next twelve month period, we intend to focus our efforts on our Clavo Rico property.

Not accounting for our working capital deficit of $231,150and 85,000 monthly operating budget, we require additional funds of approximately $800,000 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 April 30, 2011.

General and Administrative Expenses

We expect to spend $1,140,000 during the twelve-month period ending April 30, 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 April 30, 2011.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending April 30, 2011.

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.

Results of Operations for the Years Ended April 30, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2011 and 2010.

Our operating results for the years ended April 30, 2011 and 2010 are summarized as follows:

		Year Ended
		April 30
		2011		2010

Revenue	$	Nil	$	252,982

Mining operation costs	$	Nil	$	104,7546

Geologist	$	Nil	$	1,999
General administrative expenses	$	104,788	$	586,431
Other non- operational expenses and loss	$	835,417	$	41,273
Depreciation and amortization	$	Nil	$	9,262l
Net Loss	$	940,205	$	490,729

General Administrative Expenses

Our general administrative expenses for the year ended April 30, 2011 and April 30, 2010 are outlined in the table below: REvise

		Year Ended
		April 30
		2011		2010

Filing fees	$	1,445	$	589

Consulting fees	$	Nil	$	16,000
Professional fees	$	50,573	$	228,674
Management fees	$	5,977	$	Nil
Facilities costs	$	Nil	$	24,596
Investor relations	$	Nil	$	13,500
Office costs	$	3,382	$	197,478
Travel costs	$	42,626	$	50,265
Registered fees	$	Nil	$	Nil
Mineral property cost	$	Nil	$	Nil
Promotion	$	Nil	$	460
Salaries	$	Nil	$	39,650
Taxes	$	Nil	$	14,476
Bank service charges	$	350	$	743
16

The decrease in operating expenses across all categories for the year ended April 30, 2011, compared to the same period in fiscal 2010, was mainly due to a restructuring of the ownership of the mine and incurring less professional fees.

Liquidity and Financial Condition

As of April 30, 2011, our total current assets were $108,730 and our total current liabilities were $232,965 and we had a working capital deficit of $124,235.. Our financial statements report a net loss of $940,205 for the year ended April 30, 2011.

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
		April 30, 2011			April 30, 2010

Net Cash (Used in) Operating Activities	$	((1,301,393)	)	$	(526,101	)
Net Cash Provided by (Used In) Investing Activities	$	773,424	)	$	(252,896)
Net Cash Provided by Financing Activities	$	627,891		$	788,042
Cash (decrease) increase during the year	$	99,922		$	(9,045	)

We had cash in the amount of $108,730 as of April 30, 2011 as compared to $8,808 as of April 30, 2010. We had a working capital deficit of $124,235 as of April 30, 2011 compared to working capital deficit of $274,645 as of April 30, 2010.

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

Contractual Obligations

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

Going Concern

The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

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.

Inflation

The effect of inflation on our revenue and operating results has not been significant.

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 arising on tax losses and temporary differences 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 Accounting Standards Codification (“ASC”) No. 740, Income Taxes ("ASC No. 740"). 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

The Company follows ASC No. 260, Earnings per Share 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 contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No, 260, any anti-dilutive effects on net loss per share are excluded.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic 830 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Honduran Lempiras. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Income

Comprehensive income reflects changes in equity that results from transactions and economic events from non-owner sources. At April 30, 2011 and 2010, the Company had $nil and $nil respectively, in accumulated other comprehensive income, from its foreign currency translation.

(k) Inventory

Inventory is recorded at the lower of cost or net realizable value. Cost is determined under the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated selling costs. Cost of inventories includes precious metals, materials and supplies.

Inventories are written down to net realizable value when the cost of inventories is not estimated to be recoverable. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed (the reversal is limited to the amount of the original write-down).

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.

Asset retirement obligations

ASC No. 410 Accounting for Asset Retirement Obligations addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Specifically, ASC No. 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life. At April 30, 2011, the Company had asset retirement obligations of $221,394 of which $194,011 were acquired from Compania Minera on February 9, 2010.

Revenue Recognition

Revenue is recognized on the sale and delivery of precious metals or the completion of a service provided.

Impairment

ASC Topic 830, Accounting for the Impairment and Disposal of Long-Lived Assets, requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Determination of recoverability is based on the Company's judgment and estimates of undiscounted future cash flows resulting from the use of the assets and their eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the assets.

The carrying values of assets determined to be impaired are reduced to their estimated fair values. Fair values of any impaired assets would generally be determined using a market or income approach.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued new authoritative accounting guidance under ASC Topic 810, Consolidation , which amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new authoritative accounting guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its effect on the entity’s financial statements. The new authoritative accounting guidance under ASC Topic 810 will be effective May 1, 2010 and is not expected to have a significant impact on the Company’s financial statements.

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) -Measuring Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009. The Company is currently evaluating the impact of this standard on its financial condition, results of operations, and disclosures.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.

Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

Report of Independent Registered Public Accounting Firm

Balance Sheet as at April 30, 2011 and April 30, 2010

Statements of Operations for the year ended April 30, 2011 and for the year ended April 30, 2010

Statements of Changes in Stockholders' Equity for the year ended April 30, 2011 and for the year ended April 30, 2010

Statements of Cash Flows for the year ended April 30, 2011 and for the year ended April 30, 2010 (

Notes to the Financial Statements.

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 209 *Fort Lee * NJ 07024-7547

P.O. Box 436402 * San Diego * CA 92143-6402

619-623-7799 * Fax 619-564-3408 * E-mail) stan2u@gmail.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management and Members of

Razor Resources Inc. ;

We have audited the accompanying balance sheet of Razor Resources Inc. (the “Company”) as of April 30, 2011 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Razor Resources Inc. as of April 30, 2011 , and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company has not established any source of revenue to cover its operating costs and losses from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stan J.H. Lee, CPA

_____________________

Stan J.H. Lee, CPA

August 15, 2011

	RAZOR RESOURCES INC.
	( A Nevada Corporation)
	Balance Sheets
	(Expressed in U.S. Dollars)
												As of
												April 30					April 30
												2011					2010

					ASSETS
	Current
	Cash									$		108,730					8,808
	Accounts Recievable																4,172
	Inventory																140,913
	Deposits																17,845

																	171,738

	Long-Term
	Property, Plant and Equipment											32,877					806,301



	TOTAL ASSETS									$		141,607				$	978,039

					LIABILITIES AND STOCKHOLDERS' DEFICIT

	Current Liabilities
	Bank Indebtedness									$							-
	Accounts payable and accrued											232,965					90,701
	Other accounts payable											-					12,663
	Accounts payable to related companies (Note 9)											-					121,625
	Reclamation of mine (Note 7)											-					221,394
	TOTAL CURRENT LIABILITIES											232,965					446,383

	Long Term Liability
	Due to Subsidiary											429,012					-
	Loan from Catalyst Capital											105,000					-
	Loan from Shareholder and Director											441,196					347,317
	TOTAL LIABILITIES											1,208,174					793,700


	Non Controlling Interest											-					8,648
	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
	101,305,000 common shares at par value of $0.01 per share											7,637					7,637
	Additional paid in capital											853,652					819,652
	Accumulated other comprehensive loss											-					-
	Prior period adjustment											(302,567)					(515)
	Deficit accumulated during the development stage											(1,625,287)					(685,083)
	TOTAL STOCKHOLDERS' EQUITY (DEFICIT)											(1,066,566)					175,691


	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT											$ 141,607					$978,039


	The accompanying notes are an integral part of these financial statements.
					21
			RAZOR RESOURCES INC.
			(A Nevada Corporation)
			Statement of Operations
			(Expressed in U.S. Dollars)

							For the years ended
							April 30,						April 30,
							2011						2010

			Revenues
			Sales of precious metal			$	-		$				252,935
			Other Income				-						47
							-						252,982

			General and Administrative Expenses
			Investor Relations and Promotion			$	-		$
			Rent				-						-
			Automobile Expense				-						-
			Filing Fees				1,445
			Professional Fees				50,573						106,745
			Management Fees				5,977						-
			Bank Service Charges				350
			Office Costs				3,382
			Travel Costs				42,626						586,431
			Meals and Entertainment				435						-
			Amortization				-						9,262
			Other Operational Expenses				-						41,273
			Equity Pickup from Investment in Subsidary				-
							104,788						743,711

			Loss from operations				(104,788)

			Other income (loss)
			Loss from disposal of investment in equity				835,417

			Net Loss Before Minority Interest				(940,205)						(490,729)

			Minority Interest										3,363

			Comprehensive loss
			Net loss for the Period			$	(940,205)		$				(487,366)


			Net Loss Per Share			$	(0.009)		$				(0.01)
			Basic and Diluted Loss per Share			$	(0.009)		$				(0.01)

			Weighted Average Number of Shares Outstanding				101,305,000						65,137,877



			The accompanying notes are an integral part of these financial statements.
				22

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

											For the years ended
											April 30,				April 30,
											2011				2010
		Cash Provided by (Used for)									(Unaudited)				(Audited)
		Operating Activities
		Net loss for the period						$			(940,204)			$	(487,366)
		Prior period adjustment									(302,053)
		Changes in non-cash working capital items
		Accounts payable and Accrued liabilities
		Minority Interest									(8,648)				(3,363)
		Equity Pickup from Investment in Subsidiary
		Amortization													9,262


		Net changes in non-cash working capital item:

		Inventory									140,913				(8,628)
		Accounts receivable									4,172				(4,111)
		Deposits and expenses paid in advance									17,845				(20)
		Accounts payable and accrued liabilities									142,264				(24,796)
		Other accounts payable									(12,663)				9,274
		Accounts payable to related companies									(121,625)				(43,736)
		Reclamation of mine									(221,394)				27,383

		Net cash provided by (used in) operating activities									(1,301,393)				(526,101)

		Net Changes in non-cash working capitlism													(44,634)

		Investing Activities
		(Investment) in divesture from Subsidiary									773,424
		Purchase of Equipment													(252,896)
											773,424				(252,896)

		Financing Activities

		Share subscription unissued													500,000
		(Repayments) Advances to/from Subsidiary									429,012
		Capital stock subscribed													(18,079)
		Loan from Catalyst Capital									105,000				-
		Additional Paid in Capital
		Loan from Director													324,767
		Loan from Shareholder									93,879				(18,646)
		Cash provided by financing activities									627,891				788,042


		Cash (decrease) increase during the year									99,922				9,045

		Cash , Beginning of year									8,808				(237)

		Cash, End of year						$			$ 108,730			$	8,808

		Supplemental Information

		Income Taxes Paid						$						$	-
		Interest Paid						$						$	-

								23


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





Razor Resources Inc.
(A Nevada Corporation)
Statement of Changes in Stockholders’ Equity (Deficit)



	Number		Capital
	of		at		Additional			Accumulated	Total
	Common		at Par		Paid-in		Accumulated	prior period adjustment	Stockholders'
	Shares		Value		Capital		Deficit	prior period adjustment	Equity
Balance, April 2008	77,055,000	$	5,137	$	36,163	$	(158,293)	$	(116,993)
Shares Cancelled	(12,500,000)
Shares Issued	250,000
Net Loss for the year ended
April 30, 2009							(39,424)		(39,424)

Balance, as at April 30, 2009	64,805,000		5,137		36,163		(197,717)		(156,417)

Shares issued for aquisition of Compania,
Minera Cerros del Sur	35,500,000		35,500		302,568				338,068
Shares subscription issued	1,000,000		1,000		480,921				480,921
Net Loss for the year ended
April 30 ,2010							(487,365)		(487,365)

Balance, as at April 30, 2010	101,305,000		7,637		853,652		(685,083)		176,206


Prior period adjustment								(302,567)	(302,567)
Net Loss for the year ended
April 30 ,2011							(940,205)		(940,205)

Balance, as at April 30, 2011	101,305,000	$	7,637	$	853,652	$	(1,625,288)	(302,567)	(1,066,566)


			24



The accompanying notes are an integral part of the consolidated financial statements.

RAZOR RESOURCES INC.

(a Nevada Corporation)

Notes to Consolidated Financial Statements

April 30, 2011 ( Unaudietd)

(Expressed in U.S. Dollars)

1. BUSINESS OPERATIONS

Razor Resources Inc. (the “Company”) 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.

On February 9, 2010, the Company entered into a share exchange agreement with Compania Minera Cerros Del Sur, S.A. (“Compania Minera”), a Honduran corporation, and a shareholder of Compania Minera. 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 occurred on February 9, 2010. In accordance with the closing of the share exchange agreement, the Company issued 35,500,000 shares of its common stock to a former stockholder of Compania Minera in exchange for the acquisition, by the Company, of 99% of the issued and outstanding shares of Compania Minera. Also, pursuant to the terms of the share exchange agreement, certain stockholders of the Company cancelled 34,000,000 restricted shares of the Company’s common stock.

Compania Minera was organized on October 2, 1975 and recorded in the Honduran commerce register under number 1091-275, as a variable equity – Limited Liability Company for an undefined period of time, in accordance with Honduran law. On August 12, 2004, Compania Minera became into a variable equity –Joint-Stock company and recorded in the Honduran commerce register under number 98-566. Compania Minera is based in Tegucigalpa and its major activity is the mining prospecting, exploring, exploding and commercialization and other related commercial activities.

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 $789,870 to April 30, 2011. 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. INVESTMENT IN SUBSIDIARY AND SUBSEQUENT EVENTS

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

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

The Stock Exchange Agreement dated February 9, 2010, between Razor Resources Inc, Mayan Gold Inc and Compania Minera Cerros Del Sur S.A., required Razor Resources Inc to raise equity of $1,500,000 as

per section 7.04( c) . The Agreement also required that two new directors with mining experience, as per section 7.04(e), to be placed on the company's Board of Directors. These requirements were to be fulfilled by August 9, 2010.

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

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

ability to influence the management of the investment.

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

However through amended agreement with the parties date On November 29, 2010 Razor Resources Inc. ("Razor Resources Inc." or the "Company") announces that an agreement has been made between the Company, Compania Minera Cerros Del Sur S.A. ("Cerros"), and Mayan Gold, Inc. ("Mayan") to amend and improve

their previous agreement regarding the ownership and operation by the Company of the Clavo Rico mine located in the Cholutecca region of Honduras. This agreement to amend the Stock Exchange Agreement dated February 9, 2010 was completed on November 26, 2010.

On February 9, 2010, Razor acquired 99% of Cerros, which owns the Clavo Rico mine, through a share exchange agreement with Mayan. In exchange for their interest in Cerros, Mayan received 35.5M shares

of Razor Resources, Inc. with a valuation of $17.75M USD. In addition, payment obligations to Mayan totalling $2.0M USD, of which $570,000 has been paid by the Company earlier this year, were agreed upon. In total, the valuation of the Clavo Rico mine acquisition by the Company approximated $20M USD.

Razor, under the new agreement, has now committed to investing $2.0M USD over the course of the next six months. These funds will be utilized to upgrade and improve equipment, increase the geological team, commence an expanded drill program, and construct and install a heap leach pad. The Company is confident that these measures will lead to an immediate and significant increase in production that will allow the Company to build further shareholder value.

Effect of the amended agreement is reverting the Company's ownership in in the subsidiary back to original 99%.

NOTE 3. . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

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

(b) Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for receivables and deferred income tax assets and reclamation of mine. Actual results could differ from those estimates.

Bank indebtedness consists of overdraft with the Company’s Banker. (e) Income Taxes

(d) Loss per Share

(e) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC No. 830 Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions are included in other expense (income), net.

(f) Comprehensive Income

(g) Disclosure about fair value of financial instruments

The Company follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of Paragraph 820-10-35-37 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

Paragraph 820-10-35-37 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, Paragraph 820-10-35-37 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions

The Company has financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of financial instruments at April 30, 2011, such as cash on hand, accounts receivable, accounts payable and accrued liabilities, accounts payable to related companies and other accounts payable does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet because of the short-term maturity of these instruments. The fair value of the loan from director cannot be determined because it is non-interest bearing and the absence of market data.

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

(h) Concentration of credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash on hand and accounts receivable 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 and by performing regular credit assessments of its customers and providing allowances for uncollectible accounts receivable based on the credit risk applicable to particular customer.

(j) Inventory

Inventories are written down to net realizable value when the cost of inventories is not estimated to be recoverable.

(k) Property, plant and equipment

Property includes land and mineral property (see Mineral property acquisition costs and deferred exploration expenditures). Plant and equipment is recorded at cost less accumulated depreciation and is comprised of mining-machinery, vehicles, office equipment and furniture, leasehold and website cost. Office furniture and equipment are amortized at 10%, and website costs are amortized at 30%. All other equipment is being amortized on a straight line basis over 5 to 20 years.

(l) Mineral property acquisition costs and deferred exploration expenditures

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

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

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

(m) Asset retirement obligations

ASC No, 410, Accounting for Asset Retirement Obligations addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Specifically, ASC No. 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and subsequently allocated to expense over the asset’s useful life. At April 30, 2011, the Company had asset retirement obligations of $221,394 of which $194,011 were acquired from Compania Minera on February 9, 2010.

(n) Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") No. 605, Revenue Recognition ("ASC No. 605"). ASC No. 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

Revenue is recognized on the sale and delivery of precious metals and transfer of title to the customers or the completion of a service provided and when collection is reasonably assumed.

(o) Impairment

ASC No. 360, Property, plant and equipment, requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The carrying values of assets determined to be impaired are reduced to their estimated fair values. Fair values of any impaired assets would generally be determined using a market or income approach.

(p) Recent accounting pronouncements

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

BUSINESS ACQUISITION IN 2010Effective February 9, 2010 the Company acquired 99% of the issued common stock of Compania Minera for equity consideration of 35,500,000 common stock of the Company, issued at a par value of $0.001 per share, $30,000 cash and consideration payable to a former stockholder of Compania Minera in the amount of $820,991for exchange for the acquisition, by the Company, of 99% of the issued and outstanding shares of Compania Minera. Also, pursuant to the terms of the share exchange agreement, certain stockholders of the Company cancelled 34,000,000 restricted shares of the Company’s common stock.

The acquisition has been accounted for using the purchase method, with the Company identified as the acquirer, and the assets and liabilities of Compania Minera recorded at their fair values. The results of operations of Compania Minera are included in these consolidated financial statements from February 9, 2010. The comparative figures for the consolidated balance sheets presented as at April 30, 2009 and the comparative figures for the statements of comprehensive loss and deficit and cash flows for the periods ended April 30, 2009 do not include Compania Minera.

As management does not consider the resulting future income tax asset resulting from the allocation of the purchase price to be more likely than not to be recoverable, a valuation allowance has been provided for the full amount.

Fair values of net assets acquired:
Cash	$	28,522
Other current assets		105,275
Property, plant and equipment		774,239
Accounts payable and accrued liabilities		(3,388	)
Due to related parties		(6,146	)
		898,502
Less: non-controlling interest		(12,011	)
	$	886,491

Consideration paid:
Issuance of 35,500,000 common shares at par of $0.001	$	35,500
Assumption of debt		820,991
Cash consideration		30,000
	$	886,491

NOTE 4. INVENTORY

	2011	2010
	$	$
Gold in process	-0-	107,318
Mining supplies	-0-	33,595-
	-0-	140,913

The amount of inventories recognized as an expense during the year 2010 is $100,275 included in cost of sales. Total inventory impairment for the year 2010 is $12,119.

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

		April 30,		April 30,
		2011		2010
Buildings	$	-0-	$	290,958
Mining-machinery and equipment		-0-		382,143
Vehicles		-0-		16,260
Office equipment and furniture		38,242		38,242
Concessions		-0-		74,329
		-0-		801,932
Less: Accumulated depreciation		(5,365)		(9,262	)
		-0-		792,670
Land		-0-		13,631
	$	32,877	$	806,301

NOTE 6 . ASSET RETIREMENT OBLIGATIONS

In accordance with ASC No. 410, “Asset Retirement and Environmental Obligations” (“ASC No. 410”), the Company records the fair value of a liability for an asset retirement obligation to pay reclamation costs at the end of the mine life in the period in which the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. As of April 30, 2011 and 2010, the asset retirement obligation accrued in the financial statements were $ -0- and $221,394 and $nil respectively.

The following table shows changes in the carrying amount of the Company's asset retirement obligation for the year ended April 30, 2011:

Acquired from Compania Minera on February 9, 2010		194,011
Accretion expenses		27,383
Balance, April 30, 2010	$	221,394

Balance, April 30, 2011

-0-

NOTE 7. CAPITAL STOCK

a) Stock and Option Compensation Plan

On April 19, 2010, the Company approved a stock and option compensation plan (2010 Stock Plan) for its directors, officers, employees and consultants. Pursuant to which the Company is authorized to issue options to acquire up to 8,000,000 shares of the Company’s common stock. There were no stock options issued as at April 30, 2011.

b) Issued and Outstanding

During the year ended April 30, 2008, the Company’s Board of Directors approved a 15 for one (1) forward stock split of our authorized, issued and outstanding shares of capital stock. The 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. As a result, the issued and outstanding of common stock as at April 30, 2008 increased from 5,137,000 to 77,055,000.

During the year ended April 30, 2009, the Company issued 250,000 common stock and cancelled 12,500,000 common stock from treasury. As a result, the issued and outstanding of common stock as at April 30, 2009 decreased from 77,055,000 to 64,805,000.

i) Acquisition of Compania Minera Cerros Del Sur, S.A.

On February 9, 2010, the Company acquired 99% of the outstanding shares of Compania Minera Cerros Del Sur, S.A. in consideration for 35,500,000 common stock at par of $0.01 per share pursuant to the terms of the share exchange agreement.

ii) Private Placement

During the year ended April 30, 2010, the Company closed a non-brokered private placement for 1,000,000 common shares at $0.50 per share for gross proceeds of $500,000.

NOTE 8. LOAN FROM STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

As at April 30, 2009, a stockholder has loaned the Company $22,550 without interest and fixed term of repayment. The loan was paid off in the year ended April 30, 2010.

A director has loaned the Company $93,879 (2010: $246,299) without interest and fixed term of repayment. The loan is unsecured.

The Company considers Mayan Gold Inc. as a related company since it is a party of the share exchange agreement with Compania Minera and its stockholders were the same of Compania Minera before the acquisition. Pursuant to the exchange agreement, the Company shall assign certain concession for a total of $251,178 (4,779,257 Lempiras) and pay $599,813 (11,384,468 Lempiras) to Mayan Gold Inc. for inventory of all reimbursable assets including cash, diesel, cyanide, and activated carbon in stock as well as the ounces of pure gold actually loaded in the processing vats at the mine in Honduras on February 2, 2010. As of April 30, 2011, the Company owed $121,545 to Mayan Gold Inc.

Balance of loans from related party as of April 30, 2011 were $ 441,196.

NOTE 9. . COMPROMISES AND CONTINGENCIES

	1.	The Company’s subsidiary has signed leasing contracts for office and warehouse space. These contracts do not have termination date; future payments under them will be $30,000 per year.

	2.	Revenue tax statements for the last five years have not yet been reviewed by Honduran fiscal authorities. The management of the Company’s subsidiary thinks that no major monetary adjustments would result from these reviews that could affect its financial position.

	3.	In February 2006, inhabitants of the Community El Corpus, invaded the terrain where is located part of the mineral reserve of the Compania Minera names “La Reyna”. This invasion happened to extract mineral from this reserve. Based on this fact, and on the bilateral agreement between the United States of America and Honduras, Compania Minera requested protection from the State of Honduras.

		On October 2, 2006, the Company submitted an administrative damage claim to the Honduran Ministry of Natural Resources and Environment because the State of Honduras had not provided the Company the duly protection to its investments. As at April 30, 2011, no determination had been made on this issue.

NOTE 10. INCOME TAXES

The Company has losses that total $688,446 for income tax purposes that may be carried forward to be applied against future taxable income. The benefit of a potential reduction in future income taxes has not been recorded as an asset at April 30, 2011 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of losses.

		2011		2010
Deferred tax assets	$	568,850		234,072
Valuation allowance	$	(568,850	)	(234,072	)
Net deferred tax assets	$	-		-

A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense for the fiscal periods ended April 30, 2010 and 2009 is as follows:

	2011	2010
Statutory federal income tax rate	-34.0%	-34.0%
Valuation allowance	34.0%	34.0%
Effective income tax rate	0.0%	0.0%

NOTE 11. . SUBSEQUENT EVENTS

According to the share exchange agreement, the Company is required to raise additional capital of $1,500,000 before August 9, 2010. As of the report date of issuance of these financial statements ,, the Company did not meet this condition. However, the shareholders of Mayan Gold have not indicated that they will enforce the terms of the share agreement and are continuing to work with the Company.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not changed our auditors since our last year end and we have not had any disagreements with our auditors.

Item 9A.

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 (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of April 30, 2011, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as 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 (who is acting as 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 annual report.

Management’s Report on Internal Control over Financial Reporting

As per Item 308 (T) (a) (4) of Regulation S-K, this annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the company to provide only management’s report in this annual report.

Inherent limitations on effectiveness of controls

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2011, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control

over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended April 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.

Other Information

On June 16, 2010, we entered into an agreement with Paul Campbell Gladston, wherein Mr. Gladston agreed to join our board of directors.

Also on June 16, 2010, we entered into an agreement with Gerardo A. Flores, wherein Mr. Flores agreed to provide our company with various services as the vice president of operations.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

			Date First Elected
Name	Position Held with the Company	Age	or Appointed
Gregory Rotelli	President, Secretary and Director	53	March 4, 2011
Sam Nastat	President and Director	45	November 29, 2010
Kelly Fielder	President, Secretary and Director	41	March 19, 2009
Steve E. Fisher	Director	57	June 2, 2008
Paul Campbell Gladston	Director	45	March 1, 2010
Gerardo A Flores	Vice President of Operations	46	June 16, 2010

Business Experience

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

Gregory Rotelli – President, Secretary and Director

Mr. Rotelli is Principal of Pacific Coast Capital Group, LLC and has over 25 years experience in senior management for both public and early-stage private companies, including former Chief Operating Officer for Direct Stock Market, an online investment bank for emerging growth venture capital financing. Mr. Rotelli has held lead positions in both technology start-ups as well as with established public companies. Mr. Rotelli holds a BA degree in Classics from BrownUniversity in Rhode Island in 1982. He was deemed a Distinguished Scholar at the Regent University in Virginia, where he received his MBA in Marketing and Management in 1985. Mr. Rotelli serves on the boards of directors and strategic advisory boards of several technology, oil & gas, financial services and healthcare companies.

Sam Nastat – President and Director

Mr. Nastat has been involved with the resource sector of the capital markets for over 20 years. He has spent 14 years as director of oilfield project development, andin the 1990's he operated the Tule Canyon Mine in Gold Point Nevada.Mr. Nastat has served as a private client group consultant at Merrill Lynch where he garnered extensive experience in IPO and new venture funding. His direct operational experience within the resource sector, and general business acumen will prove to be a valuable asset to Razor Resources Inc.

Kelly Fielder – President, Secretary and Director

Mr. Fielder was elected a director and appointed as president and secretary on March 19, 2009.

Mr. Fielder is currently Chief Executive Officer and a Director of Resilient Energy Inc. which is a reporting corporation with the Securities and Exchange Commission. Incorporated in the State of Delaware, Resilient

is involved in the North American oil and gas industry. Having served on the board of directors of several reporting public and private companies in North America including Holloman Energy Inc., Sharps Elimination Technologies Inc., and Spectrum Meditech Inc., Mr. Fielder brings with him considerable experience in mergers and acquisitions, and corporate re-organizations as well an extensive regulatory and legal background dealing with North American stock exchanges and the Sarbanes Oxley Act.

Steven E. Fisher - Director

Mr. Fisher was elected a director on June 2, 2008.

Mr. Fisher has been actively involved in the oil and gas industry for over 30 years. From 1998 to 2001 he acted as Chief Executive Officer of AS Testing & Tools, the second largest oilfield rental business in California at the time, specializing in pressure control equipment. From 1990 to 1998 Mr. Fisher was the Chief Operating Officer of Bakersfield Energy Resources, where he operated Mission’s Belridge oil property and administered its sale from March 1990 to March 1991. In 1992 Mr. Fisher assisted the Belridge oilfield in the purchase of a gas processing plant and obtained an oil and gas lease that delivered approximately 13MMCF/day to customers in the Los Angeles area. The liquids that were fractioned sold approximately 750 barrels/day propane, iso, normal butane, and natural gas liquids to customers throughout the Western states. Mr. Fisher received a Bachelor of Science in Petroleum Engineering from the Montana College of Mineral Science and Technology.

Paul Campbell Gladston – Director

Mr. Gladston was elected a director on June 16, 2010.

Mr. Gladston is a former non-commissioned and commissioned officer in the parachute regiment and a graduate of the Royal Military Academy Sandhurst (RMAS) and Junior Division Staff College, Camberly, UK. He spent 12 years (1982-1994) as a soldier and commissioned officer in an operational parachute battalion serving internationally with the British Army in Central America, Northern Europe, East Africa (Somalia) and two years in Northern Ireland.

Mr. Gladston is a certified protection professional (CPP) with the American Society for Industrial Security and has over 15 years as a security professional with experience in corporate and industrial security in North America, the Middle East and Africa. Since 2004, Mr. Gladston has been a security consultant to international mining, oil and gas and communications companies where he provides consulting services in mine security and specialty services in precious metals security. Mr. Gladston has worked with internal audit departments assessing and developing accountability and controls for gold milling, refining, shipping and sales and has provided assistance in the design, construction and development of policies and procedures from exploration and feasibility phases through construction into production.

Gerardo A Flores - Vice President of Operations

Mr. Flores was appointed Vice President of Operations on June 16, 2010.

From 2003 to 2006, Gerardo A. Flores was an assistant manager at Compañía Minera Cerros del Sur, a private corporation which has become our subsidiary, where he acted as a liaison between the company, government and the community of Tegucigalpa, Honduras. Within the same period of time, Mr. Flores was also an assistant manager at Broadcast International Inc., a company based in Salt Lake that engages in the installation, management and support of private communication networks for large organizations in the United States. He was responsible for maintaining the company’s private customers’ accounts.

From 2006 to present, Mr. Flores is the general manager of Compañía Minera Cerros del Sur (Mina Clavo Rico), Cerros del Sur de Panamá (Mina Potosí) and Cía Minera Cerros del Rio (Mina Transito), where he manages the operations of the companies on a day-to-day basis.

Mr. Flores holds undergraduate degrees in civil engineering and a master of science in herpetology from the Universidad Autónoma de Honduras located in Tegucigalpa, Honduras and also a bachelor of science from West Minister College located in Salt Lake City, Utah.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2010, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
Gregory Rotelli	Nil	Nil	Nil
Sam Nastat	Nil	Nil	Nil
Kelly Fielder	Nil	Nil	Nil
Steven E. Fisher	Nil	Nil	Nil
Paul Campbell Gladston	Nil	Nil	Nil
Gerardo A. Flores	Nil	Nil	Nil

(1)	The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d) (5) (ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

We have adopted a Code of Ethics that apples to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written standards that are designed to deter wrongdoing and to:

1. Act with honesty and integrity and in an ethical manner, avoiding actual or apparent conflicts of interest in personal and professional relationships.

2. Promptly disclose to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between personal and professional relationships.

3. Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.

4. Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.

5. Comply with applicable rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.

6. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.

7. Use good business judgment in the processing and recording of all financial transactions.

8. Respect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage.

9. Share knowledge and maintain skills important and relevant to his or her constituents' needs.

10. Promote ethical behavior among constituents in the work environment.

11. Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.

12. Comply with generally accepted accounting standards and practices, rules, regulations and controls.

13. Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.

14. Maintain books and records that fairly and accurately reflect the Company's business transactions.

15. Sign only those documents that he or she believes to be accurate and truthful.

16. Devise, implement, and maintain sufficient internal controls to assure that financial record keeping objectives are met.

17. Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.

18. Not knowingly be a party to any illegal activity or engage in acts that are discreditable to his or her profession or the Company.

19. Respect and contribute to the legitimate and ethical objects of the Company.

20. Engage in only those services for which he or she has the necessary knowledge, skill, and expertise.

21. Not make, or tolerate to be made, false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications.

22. Report to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee any situation where the Code of Ethics, the Company's standards, or the laws are being violated.

Our Code of Ethics and Business Conduct is being filed with the Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form 10-K. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Razor Resources Inc., 12340 Seal Beach Blvd. STE B-190 Seal Beach, CA 90740.

Item 11.

Executive Compensation

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2011 and 2010; and

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Gregory Rotelli ⁽¹⁾ President, Secretary and Director	2011	3,000	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	3,000
Sam Nastat⁽²⁾ President and Director	2010	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Kelly Fielder⁽³⁾ President and Secretary	2010 2009	120,000 120,000	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	120,000 120,000
Duncan Bain⁽⁴⁾ President and Secretary	2010 2009	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil	N/A Nil

(1) Mr Rotelli was appointed president, secretary and director of our company on March 4, 2011

(2) Mr. Nastat was appointed president and director of our company on November 29, 2010

(3)	Mr. Fielder was appointed president and secretary of our company on March 19, 2009.

(4)	Mr. Bain was appointed president and secretary on December 4, 2008 and resigned as a director and officer of our company on March19, 2009.

Stock Options/SAR Grants

During the period from inception (February 15, 2002) to April 30, 2011, we did not grant any stock options to our executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised during our fiscal year ended April 30, 2011 or April 30, 2010 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended April 30, 2011.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director’s fees or other cash compensation for services rendered as a director since our inception to April 30, 2011.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of July 29, 2011, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner⁽¹⁾	Percentage of Class⁽²⁾
Gregory Rotelli Seal Beach, CA	Nil	0.0%
Sam Nastat Los Angeles, CA	Nil	0.0%
Kelly Fielder Denver, CO	1,000,000⁽²⁾	1.00%
Steven E. Fisher Bakersfield, CA	250,000	0.25%
Paul Campbell Gladston Denver, CO	Nil	0.0%
Gerardo A Flores Harriman, UT	600,000	0.60%
All Officers and Directors As a Group (4 individuals)	1,850,000	1.84%
Bing Wong Surrey, BC	32,500,000	32.40%
Rong Xin Yang Vancouver, BC	7,232,250	7.21%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 19, 2010. As of July 19, 2010, there were 100,305,000 shares of our company’s common stock issued and outstanding.

(2)	These shares are registered in the name of Resilient Technologies Inc. Mr. Fielder exercises dispositive and voting authority with respect to the shares held by Resilient Technologies Inc.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

Director Independence

We currently act with one director, consisting of Gregory Rotelli. We have determined that Gregory Rotelli is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a) (15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.

Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2011 and for fiscal year ended April 30, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended April 30
	2011 ($)	2010 ($)
Audit Fees	4,200	Nil
Audit Related Fees	Nil	64,000
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	4,200	64,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

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 our company, 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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RAZOR RESOURCES, INC.




	/s/ Gregory Rotelli
	Gregory Rotelli
	President, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and
	Principal
	Accounting Officer)

	Date: September 21, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Gregory Rotelli	President, Secretary and Director	September 21, 2011
Gregory Rotelli

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