SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December~~March 2031, ~~2012~~2014 (~~December~~March 1728, ~~2012~~2014)

RAPTOR RESOURCES HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53585	65-0813656
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)	Identification Number)

41 Howe Lane

Freehold, New Jersey 07728

(Address of Principal Executive Offices)

(732) 252-5146

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01

Completion of Acquisition or Disposition of Assets.

The registrant, Raptor Resources Holdings Inc. ("Raptor Resources"), entered into a ~~Settlement~~Purchase ~~and Restructuring~~ Agreement ~~effective~~dated ~~December 17,~~March ~~2012~~28, ~~pursuant~~2014 tothrough ~~which Raptor Resources transferred the assets of Lantis Laser, Inc.,~~ its ~~subsidiary engaged in the dental business~~affiliate, TAG toMinerals anZimbabwe ~~entity~~(Private) ~~established~~Limited ~~by Stanley B. Baron and Dr. Craig Gimbel~~(“TAG-Z”), whereby ~~the~~TAG-Z ~~former~~acquired ~~officers~~100% ~~and founders~~ of ~~Lantis~~Wimfair ~~Laser,~~Investments (Private) ~~Inc.~~Limited ~~and issued to Messrs. Baron and Gimbel~~ t/a ~~total~~Derbyshire ofStone 3Quarry,~~000,000~~ ~~shares of Mabwe Minerals Inc.,~~ a ~~subsidiary~~registered ofZimbabwean ~~Raptor~~corporation ~~Resources~~ engaged in the ~~mining,~~production ~~logistics and commercial sales~~ of 10mm ~~industrial~~stone, ~~minerals~~20mm ~~and~~stone, quarry ~~metals~~dust, ~~with~~crusher ~~its first focus on barite~~run, inriver ~~return for~~sand (iwashed), ~~the~~pit ~~transfer~~sand toand ~~Raptor~~decomposed ~~Resources~~granite. The ofDerbyshire ~~all~~Stone ~~shares~~Quarry ~~that~~is ~~Messrs.~~the ~~Baron~~largest indigenous ~~and~~sand ~~Gimbel~~ and ~~their~~stone ~~family~~quarry ~~members held~~ in ~~Raptor Resources totaling 54,358,923 shares of Raptor Resources common stock, (ii)~~ the ~~right~~Harare ofarea ~~Raptor Resources~~ and ~~its~~is ~~wholly-owned~~located ~~subsidiary, TAG~~in ~~Minerals~~a ~~Inc.,~~prime toresidential ~~purchase~~growth upzone towithin ~~14,400,000~~close ~~shares~~proximity ~~of Raptor Resources at $0.04 per share through April 21, 2016 under the~~to ~~terms~~major ofroad ~~warrants held by Messrs~~projects. The ~~Baron~~total ~~and Gimbel to~~ purchase ~~these~~price ~~shares~~was ~~of Raptor Resources common stock; and (iii) forgiveness of indebtedness~~$1, ~~including accrued salaries~~450,000 ~~owed~~that bywas ~~Raptor~~paid ~~Resources to Messrs. Baron and Gimbel~~ in ~~the~~cash ~~total amount~~ of $~~300~~700,000~~. The~~ ~~above description of the Settlement~~ and ~~Restructuring~~equity ~~Agreement is qualified in its entirety by the complete text~~ of 25 ~~the Settlement~~million ~~and~~restricted ~~Restructuring~~shares ~~Agreement~~of Raptor ~~that~~Resources istreasury ~~attached~~stock asresulting ~~Exhibit~~in ~~10.1~~no dilution to ~~this~~existing ~~Current Report on Form 8-K~~shareholders.

Raptor Resources issued a press release to announce the completion of the acquisition. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 3.02.

Unregistered Sales of Equity Securities.

Pursuant to the ~~Settlement~~Purchase ~~and Restructuring~~ Agreement, ~~described~~Raptor inResources ~~Item~~issued ~~2.01,~~Wimfair ~~above,~~Investments ~~and~~(Private) ~~which~~Limited ist/a ~~incorporated~~Derbyshire ~~herein~~Stone byQuarry ~~reference,~~25 ~~Raptor~~million ~~Resources~~restricted ~~has~~shares ~~agreed~~of toRaptor ~~issue~~Resources ~~Stanley~~shares B.of ~~Baron~~common ~~and~~stock ~~Dr.~~that ~~Craig~~were ~~Gimbel~~being aheld ~~total~~as oftreasury ~~3,000,000~~ shares ~~of Mabwe Minerals Inc~~. ~~common stock.~~ These shares are issued in reliance upon the exemption from registration provided by Section 4(2) of the ~~1933~~Securities Act of 1933, as amended, and Rule 506 promulgated by the SEC thereunder.

Item 59.0201 ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Exhibits.

Pursuant to the Settlement and Restructuring Agreement described in Item 2.01, above, and which is incorporated herein by reference, Stanley B. Baron resigned as President and CEO of Lantis Laser, Inc. and Dr. Craig Gimbel resigned as Executive Vice President Clinical Affairs of Lantis Laser, Inc. Al Pietrangelo, President of Raptor Resources and Chairman of its Board of Directors, will serve as President of Lantis Laser, Inc.Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description

99.1	Press Release

~~(c) Exhibits~~-2-

Exhibit Number		Description
10.1		Settlement and Restructuring Agreement, effective December 17, 2012, among Raptor Resources Holdings Inc., Lantis Laser, Inc., Stanley B. Baron, Craig B. Gimbel and Pax Oral Imaging Inc.
10.2		Amendment No. 1 to Settlement and Restructuring Agreement dated December 19, 2012, among Raptor Resources Holdings Inc., Lantis Laser, Inc., Stanley B. Baron, Craig B. Gimbel and Pax Oral Imaging Inc.

SIGNATURES

~~-2-~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date: March 31, 2014	RAPTOR RESOURCES HOLDINGS INC.

	By:	/s/ Al Pietrangelo
		Al Pietrangelo
		President and Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~-3-

Date: December 20, 2012	RAPTOR RESOURCES HOLDINGS INC.
	By:	/s/ Al Pietrangelo
		Al Pietrangelo
		President and Chief Executive Officer

-3-

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