UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-53585

RAPTOR RESOURCES HOLDINGS INC.

(Exact Name Of Registrant As Specified In Its Charter)

Nevada	65-0813656
(State of Incorporation)	(I.R.S. Employer Identification No.)

41 Howe Lane, Freehold, NJ	07728
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: (732) 252-5146

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 x

(the registrant is not yet required to submit Interactive Data)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer ¨

Smaller reporting company x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: On November 2, 2013 the registrant had 384,206,456 shares of common stock issued and outstanding.

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION.	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES.	7

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	8
ITEM 4.	MINE SAFETY DISCLOSURES.	8
ITEM 5.	OTHER INFORMATION.	8
ITEM 6.	EXHIBITS.	9
SIGNATURES		10

	2

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page(s)

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2013 (UNAUDITED) AND DECEMBER 31, 2012		F-2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)		F-3

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH SEPTEMBER 30, 2013(UNAUDITED)		F-4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)		F-5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)		F-6

	F-1

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30,		DECEMBER 31,
	2013		2012
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	126,390	$	22,897
Prepaid expenses		295,482		76,411

Total Current Assets		421,872		99,308

Fixed assets, net of depreciation		4,420		6,183

Other Assets:
Investment		341,919		555,275
Mineral rights		453,340		433,000
Goodwill		25,000		25,000
Total Other Assets		820,259		1,013,275

TOTAL ASSETS	$	1,246,551	$	1,118,766

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
Accrued interest - convertible notes	$	217,500	$	191,359
Accounts payable and accrued expenses		689,064		580,051
Liability for stock to be issued		-		20,000
Loan Payable - Other		46,816		42,786
Secured Loan		439,425		-
Note payable - Dodge Mines		-		13,500
Related party payable		5,150		150
Convertible notes payable, net of discount and beneficial conversion feature		349,500		349,500

Total Current Liabilities		1,747,455		1,197,346

Total Liabilities		1,747,455		1,197,346

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 Par Value; 10,000,000 shares authorized
Preferred Series A Stock 3,000,000 shares authorized 1,000,000 issued and outstanding		1,000		1,000
Preferred Convertible Series B Stock ; 2,500,000 shares authorized with 1,262,000 issued and outstanding for 2013 and 1,167,000 issued and outstanding for 2012		1,262		1,167
Common stock, $.001 Par Value; 990,000,000 shares authorized with 384,206,456 issued 340,847,533 outstanding for 2013 and 384,206,456 issued 329,847,533 outstanding for 2012		384,206		384,206
Additional paid-in capital		12,738,714		11,902,930
Treasury Stock - 43,358,923 shares of common stock (in excess of par) for 2013 and 54,358,923 for 2012		(239,500)		(300,000)
Additional paid-in capital - warrants		1,311,808		1,193,547
Deferred compensation		-		(420,000)
Deficits accumulated during the exploration stage		(14,480,392)		(12,751,415)

Total Stockholders’ Equity (Deficit) - Raptor Resources Holdings Inc.		(282,902)		11,435

Noncontrolling interest in subsidiary		(218,002)		(90,015)

Total Stockholders’ Equity (Deficit)		(500,904)		(78,580)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,246,551	$	1,118,766

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

	F-2

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION)

(UNAUDITED)

										CUMULATIVE
										TOTALS SINCE
	THREE MONTHS ENDED				FOR THE NINE MONTHS ENDED					INCEPTION
	SEPTEMBER 30,				SEPTEMBER 30,					JANUARY 14,
	2013		2012		2013		2012			1998
OPERATING REVENUES
Sales	$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES

Research and development		-		99,219		-		99,219		2,129,900
Mining Operations Cost		230,578		-		230,578		-		230,578
Research & Development Cost		379,861		-		458,926		-		569,965
Wages and wage related expenses		295,000		312,300		767,023		476,700		2,713,261
Professional, consulting and marketing fees		139,061		42,102		321,670		181,119		5,439,963
Value of stock issued to secure purchase of Raptor		-		-		-		-		155,000
Other general and administrative expenses		54,681		51,602		182,517		140,690		1,145,348
Depreciation		340		711		1,763		2,134		141,067
Total Operating Expenses		1,099,521		505,934		1,962,477		899,862		12,525,082

LOSS BEFORE OTHER INCOME (EXPENSE)		(1,099,521)		(505,934)		(1,962,477)		(899,862)		(12,525,082)

OTHER INCOME (LOSS)

Amortization of debt issuance costs		-		-		-		-		(287,571)
Gain (loss) in investment under equity method		(13,923)		-		(213,356)		-		(325,745)
Gain on conversion of notes payable and interest		-		-		-		-		13,634
Forgiveness of debt on conversion of debt to equity		-		-		-		132,917		132,917
Gain (loss) on investment - Equity Method		-		-		-		-		(150,000)
Gain on sale of equipment		-		-		-		-		1,066
Interest expense - debt discount		-		-		-		-		(1,017,246)
Interest income (expense), net		(26,566)		(11,901)		(49,477)		(32,259)		(874,779)
Total Other Income (Expense)		(40,489)		(11,901)		(262,833)		100,658		(2,507,724)

COMBINED NET LOSS BEFORE PROVISION FOR INCOME TAXES		(1,140,010)		(517,835)		(2,225,310)		(799,204)		(15,032,806)

LESS NET LOSS ATTRIBUTABLE TO NON CONTROLLING INTEREST		(305,618)		(41,318)		(496,333)		(41,318)		(552,414)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF RAPTOR RESOURCES HOLDINGS INC BEFORE PROVISION FOR INCOME TAXES		(834,392)		(476,517)		(1,728,977)		(757,886)		(14,480,392)

Provision for Income Taxes		-		-		-		-		-

NET LOSS ATTRIBUTABLE TO COMMON SHARES	$	(834,392)	$	(476,517)	$	(1,728,977)	$	(757,886)	$	(14,480,392)

NET LOSS PER BASIC AND DILUTED SHARES		(0.00)		(0.00)		(0.00)		(0.00)		(0.14)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		384,206,456		382,583,358		384,206,456		381,479,578		101,971,842

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

	F-3

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH SEPTEMBER 30, 2013

(UNAUDITED)

																			Deficits
															Additional				Accumulated
													Additional		Paid-in				During the
	Preferred Stock				Common Stock				Treasury Stock				Paid-in		Capital-		Deferred		Exploration		Noncontrolling
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Warrants		Compensation		Stage		Interest		Total

Balance - January 14, 1998		-	$	-		-	$	-		-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Shares issued to founders		-		-		200		200		-		-		87		-		-		-		-		287

Net loss for the period January 14, 1998 through December 31, 2003		-		-		-		-		-		-		-		-		-		(408,404)		-		(408,404)

Balance January 1, 2004		-		-		200		200		-		-		87		-		-		(408,404)		-		(408,117)

Shares issued in reverse merger		-		-		81,788,563		81,589		-		-		(81,876)		-		-		-		-		(287)

Shares issued in conversion of notes		-		-		3,211,250		3,211		-		-		256,318		-		-		-		-		259,529

Net loss for the year		-		-		-		-		-		-				-		-		(251,734)		-		(251,734)

Balance December 31, 2004		-		-		85,000,013		85,000		-		-		174,529		-		-		(660,138)		-		(400,609)

Net loss for the year		-		-		-		-		-		-		-		-		-		(347,397)		-		(347,397)

Balance December 31, 2005		-		-		85,000,013		85,000		-		-		174,529		-		-		(1,007,535)		-		(748,006)

Shares and warrants issued in private placement, net of placement fees		-		-		5,850,000		5,850		-		-		307,507		208,143		-		-		-		521,500

Shares issued for services rendered		-		-		1,500,000		1,500		-		-		148,500		-		-		-		-		150,000

Warrants issued to former noteholders		-		-		-		-		-		-		-		159,610		-		-		-		159,610

Warrants issued to consultant in private placement		-		-		-		-		-		-		-		17,769		-		-		-		17,769

Adjust fair value of warrants issued in private placement		-		-		-		-		-		-		-		114,930		-		-		-		-

Royalty fees forgiven by Lawrence Livermore		-		-		-		-		-		-		380,000		-		-		-		-		380,000

Net loss for the year ended December 31, 2006 as previously reported		-		-		-		-		-		-		-		-		-		(771,352)		-		(771,352)

Prior period adjustment - correction of an error see Note 10		-		-		-		-		-		-		-		(114,930)		-		114,930		-		-

Net loss for the year ended December 31, 2006 as restated		-		-		-		-		-		-		-		-		-		(656,422)		-		(656,422)

Balance December 31, 2006		-		-		92,350,013		92,350		-		-		1,010,536		385,522		-		(1,663,957)		-		(175,549)

Warrants issued to placement agent		-		-		-		-		-		-		-		292,518		-		-		-		292,518

Warrants issued to convertible noteholders		-		-		-		-		-		-		-		513,132		-		-		-		513,132

Beneficial conversion feature on convertible notes		-		-		-		-		-		-		505,300		-		-		-		-		505,300

Shares issued for services rendered (including prepaid services)		-		-		6,460,000		6,460		-		-		2,528,090		-		-		-		-		2,534,550

Exercise of warrants		-		-		163,375		163		-		-		40,584		(16,241)		-		-		-		24,506

Net loss for the year ended December 31, 2007		-		-		-		-		-		-		-		-		-		(2,174,069)		-		(2,174,069)

Balance December 31, 2007		-		-		98,973,388		98,973		-		-		4,084,510		1,174,931		-		(3,838,026)		-		1,520,388

Exercise of warrants		-		-		69,850		70		-		-		17,352		(6,944)		-		-		-		10,478

Shares issued for services rendered (including prepaid services)		-		-		1,075,000		1,075		-		-		228,425		-		-		-		-		229,500

Net loss for the year ended December 31, 2008		-		-		-		-		-		-		-		-		-		(4,572,358)		-		(4,572,358)

Balance December 31, 2008		-		-		100,118,238		100,118		-		-		4,330,287		1,167,987		-		(8,410,384)		-		(2,811,992)

Exercise of warrants		-		-		-		-		-		-		-		-		-		-		-		-

Shares returned to treasury and retired						(3,000,000)		(3,000)		-		-		3,000		-		-		-		-		-

Shares issued upon conversion from note payable						833,334		833		-		-		111,049		-		-		-		-		111,882

Shares issued for services rendered (including prepaid services)		-		-		2,250,000		2,250		-		-		160,250		-		-		-		-		162,500

Net loss for the year ended December 31, 2009		-		-		-		-		-		-		-		-		-		(1,375,669)		-		(1,375,669)

Balance December 31, 2009		-	$	-		100,201,572	$	100,201		-	$	-	$	4,604,586	$	1,167,987	$	-	$	(9,786,053)	$	-	$	(3,913,279)

Shares issued for services rendered (including prepaid services)		-		-		500,000		500		-		-		19,500		-		-		-		-		20,000

Shares issued upon conversion from note payable		-		-		39,173,333		39,173		-		-		2,289,514		-		-		-		-		2,328,687

Beneficial conversion feature on convertible notes		-		-		-		-		-		-		36,207		-		-		-		-		36,207

Net loss for the year ended December 31, 2010		-		-		-		-		-		-		-		-		-		(621,397)		-		(621,397)

Balance December 31, 2010		-	$	-		139,874,905	$	139,874		-	$	-	$	6,949,807	$	1,167,987	$	-	$	(10,407,450)	$	-	$	(2,149,782)

Shares issued for services rendered		-		-		11,150,000		11,150		-		-		186,068		-		-		-		-		197,218

Shares issued upon conversion from note payable and accrued interest		-		-		35,535,397		35,535		-		-		164,191		-		-		-		-		199,726

Shares issued for acquisition of Ontage Resources		-		-		5,000,000		5,000		-		-		145,000		-		-		-		-		150,000

Recapitalization due to reverse merger with TAG Minerals Inc.		-		-		165,000,000		165,000		-		-		(200,278)										(35,278)

Conversion of notes payable and accrued interest to warrants		-		-		-		-		-		-		921,666		100,800		-		-		-		1,022,466

Shares issued for cash		-		-		16,645,298		16,646		-		-		323,354		-		-		-		-		340,000

Shares issued to lender of Raptor		-		-		5,000,000		5,000		-		-		150,000		-		-		-		-		155,000

Net loss for the year ended December 31, 2011		-		-		-		-		-		-		-		-		-		(977,052)		-		(977,052)

Balance December 31, 2011		-	$	-		378,205,600	$	378,205		-	$	-	$	8,639,808	$	1,268,787	$	-	$	(11,384,502)	$	-	$	(1,097,702)

Shares issued for services rendered		1,000,000		1,000		-		-		-		-		-		-		-		-		-		1,000

Shares issued for services rendered		-		-		1,100,000		1,100		-		-		22,022		-		-		-		-		23,122

Shares issued for cash		-		-		3,400,856		3,401		-		-		66,539		25,560		-		-		-		95,500

Shares issued for services rendered		915,000		915		-		-		-		-		914,085		-		(840,000)		-		-		75,000

Shares issued for conversion of debt		45,000		45		-		-		-		-		44,955		-		-		-		-		45,000

Shares issued for cash		182,000		182		-		-		-		-		181,818		-		-		-		-		182,000

Shares issued for conversion of debt		-		-		1,500,000		1,500		-		-		73,500		-		-		-		-		75,000

Shares Issued in Equity Exchange - Mabwe Minerals Zimbabwe (PVT) LTD		25,000		25		-		-		-		-		24,975		-		-		-		-		25,000

Share of capital for Mabwe Minerals share issuances		-		-		-		-		-		-		1,202,375		-		-		-		-		1,202,375

Change in noncontrolling interest - initial acquisition		-		-		-		-		-		-		-		-		-		-		(33,930)		(33,930)

Restructuring agreement with former owners		-		-		-		-		(54,358,923)		(300,000)		732,853		(100,800)		-		-		-		332,053

Amortization of deferred compensation		-		-		-		-		-		-		-		-		420,000		-		-		420,000

Net loss for the year ended December 31, 2012		-		-		-		-		-		-		-		-		-		(1,366,913)		(56,085)		(1,422,998)

Balance Deceember 31, 2012		2,167,000	$	2,167		384,206,456	$	384,206		(54,358,923)	$	(300,000)	$	11,902,930	$	1,193,547	$	(420,000)	$	(12,751,415)	$	(90,015)	$	(78,580)

Share of capital for Mabwe Minerals share issuances		-		-		-		-		-		-		140,456		53,571		-		-		103,473		297,500

Amortization of deferred compensation		-		-		-		-		-		-		-

RAPTOR RESOURCES HOLDINGS INC. 10-Q