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~~June 30, ~~2013~~2014

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~~September 23, ~~2013~~2014 the registrant had 384,~~206~~706,456 shares ~~of common stock~~ issued and 373,537,533 outstanding of common stock.

~~RAPTOR~~Table ~~RESOURCES~~of ~~HOLDINGS INC.~~Contents

RAPTOR RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	F-1
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION.	31
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	78
ITEM 4.	CONTROLS AND PROCEDURES.	78
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	810
ITEM 1A.	RISK FACTORS	810
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	810
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	810
ITEM 4.	MINE SAFETY DISCLOSURES.	810
ITEM 5.	OTHER INFORMATION.	810
ITEM 6.	EXHIBITS.	911
SIGNATURES		1012

2-i-

~~INDEX~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

		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,
	JUNE 30,				DECEMBER 31,
	2013			2012
	2014				2013
	(Unaudited)
ASSETS	(UNAUDITED)
ASSETS
Current Assets:
Current Assets:
Cash	$	132,246			$	57,090
Cash and cash equivalents	$	126,390		$	22,897
Accounts receivable		126,241				-
Prepaid expenses		295,482			76,411
Inventory		299,445				-
Total Current Assets		421,872			99,308
Prepaid expenses		245,402				232,483
Fixed assets, net of depreciation		4,420			6,183
Total Current Assets		803,334				289,573
Other Assets:
Fixed assets, net of depreciation		778,099				9,590
Investment		341,919			555,275
Other Assets:
Mineral rights		453,340			433,000
Investment		-				12,367
Goodwill		25,000			25,000
Mineral rights		516,350				433,000
Total Other Assets		820,259			1,013,275
Goodwill		412,911				25,000
TOTAL ASSETS	$	1,246,551		$	1,118,766
Total Other Assets		929,261				470,367
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
TOTAL ASSETS	$	2,510,694			$	769,530
LIABILITIES
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
LIABILITIES
Accrued interest - convertible notes	$	217,500		$	191,359
Current Liabilities:
Accounts payable and accrued expenses		689,064			580,051
Unearned Revenue	$	105,000			$	105,000
Liability for stock to be issued		-			20,000
Accrued interest - convertible notes		260,851				226,309
Loan Payable - Other		46,816			42,786
Accounts payable and accrued expenses		1,271,786				1,040,470
Secured Loan		439,425			-
Cash Overdraft		105,778				-
Note payable - Dodge Mines		-			13,500
Liability for stock to be issued		-				50,000
Related party payable		5,150			150
Loan payable - related party		50,000				40,000
Convertible notes payable, net of discount and beneficial conversion feature		349,500			349,500
Loan Payable-Other		10,000				-
Total Current Liabilities		1,747,455			1,197,346
Current portion of securitized loan		245,000				385,000
Total Liabilities		1,747,455			1,197,346
Current portion of acqusition note payable		480,000				-
STOCKHOLDERS’ EQUITY (DEFICIT)
Related party payable		6,603				13,176
Preferred stock, $.001 Par Value; 10,000,000 shares authorized
Convertible notes payable, net of discount and beneficial conversion feature		749,500				349,500
Preferred Series A Stock 3,000,000 shares authorized 1,000,000 issued and outstanding		1,000			1,000
Total Current Liabilities		3,284,518				2,209,455
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
Long term Liabilities:
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
Securitized loan, net of current portion		-				35,000
Additional paid-in capital		12,738,714			11,902,930
Reclamation and remediation liabilities		83,350				-
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)
Total long term liabilities		83,350				35,000
Additional paid-in capital - warrants		1,311,808			1,193,547
Total Liabilities		3,367,868				2,244,455
Deferred compensation		-			(420,000)
STOCKHOLDERS’ (DEFICIT)
Deficits accumulated during the exploration stage		(14,480,392)			(12,751,415)
Preferred stock, $.001 Par Value; 10,000,000 shares authorized
Total Stockholders’ Equity (Deficit) - Raptor Resources Holdings Inc.		(282,902)			11,435
Preferred Series A Stock 3,000,000 shares authorized
Noncontrolling interest in subsidiary		(218,002)			(90,015)
1,000,000 issued and outstanding		1,000				1,000
Total Stockholders’ Equity (Deficit)		(500,904)			(78,580)
Preferred Convertible Series B Stock ; 2,500,000 shares authorized
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,246,551		$	1,118,766
with 1,362,000 issued and outstanding for 2014 and 1,262,000 issued and outstanding for 2013		1,362				1,262
Common stock, $.001 Par Value; 990,000,000 shares authorized
with 384,706,456 issued 373,537,533 outstanding for 2014 and 384,206,456 issued 340,847,533 outstanding for 2013		384,706				384,206
Additional paid-in capital		13,584,134				12,935,546
Treasury Stock - 11,168,923 shares of common stock (in excess of par) for 2014
and 43,358,923 for 2013		(61,693	)			(239,500	)
Additional paid-in capital - warrants		1,311,808				1,311,808
Accumulated deficit		(15,648,378	)			(15,256,808	)
Total Stockholders’ (Deficit) - Raptor Resources Holdings Inc.		(427,061	)			(862,486	)
Noncontrolling interest in subsidiary		(430,113	)			(612,439	)
Total Stockholders’ (Deficit)		(857,174	)			(1,474,925	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	2,510,694			$	769,530
The accompanying notes are an integral part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~F-1

~~F-2~~Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(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
	THREE MONTHS ENDED								FOR THE SIX MONTHS ENDED
													TOTALS SINCE
	JUNE 30,								JUNE 30,
	THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED						INCEPTION
	2014				2013				2014			2013
	SEPTEMBER 30,						SEPTEMBER 30,						JANUARY 14,
	2013			2012			2013			2012			1998
OPERATING REVENUES
Sales	$	-607,475		$	-$	-	$	-	$	$632,713	-	$	-
Total Sales		607,475				-				632,713			-
COST OF SALES
Cost of sales		392,959								408,822			-
Total Cost of Sales		392,959								408,822			-
GROSS MARGIN		214,516								223,891			-
OPERATING EXPENSES
Research and development		-			99,219			-			99,219		2,129,900
Research and development cost		-				-				-			-
Mining Operations Cost		230,578			-			230,578			-		230,578
Extraction cost		78,492				-				209,230			-
Research & Development Cost		379,861			-			458,926			-		569,965
Site development cost		64,358				48,746				82,047			79,065
Wages and wage related expenses		~~295~~79,~~000~~241			~~312,300~~	229,525		~~767,023~~		96,628	~~476,700~~		2472,~~713,261~~025
Professional, consulting and marketing fees		~~139~~74,~~061~~158			~~42,102~~	91,228		~~321,670~~		171,947	~~181,119~~		5182,~~439,963~~609
Value of stock issued to secure purchase of Raptor		-			-			-			-		155,000
Other general and administrative expenses		86,170				81,080				134,203			127,837
Other general and administrative expenses		54,681			51,602			182,517			140,690		1,145,348
Depreciation		16,201				711				17,754			1,423
Depreciation		340			711			1,763			2,134		141,067
Total Operating Expenses		398,620				451,290				711,809			862,959
Total Operating Expenses		1,099,521			505,934			1,962,477			899,862		12,525,082
LOSS BEFORE OTHER INCOME (EXPENSE)		(184,104	)			(451,290	)			(487,918	)		(862,959	)
LOSS BEFORE OTHER INCOME (EXPENSE)		(1,099,521)			(505,934)			(1,962,477)			(899,862)		(12,525,082)
OTHER INCOME (EXPENSE)
OTHER INCOME (LOSS)
Amortization of debt issuance costs		-				-				-			-
Amortization of debt issuance costs		-			-			-			-		(287,571)
Gain (loss) in investment under equity method		-				(39,042	)			(12,367	)		(199,433	)
Gain (loss) in investment under equity method		(13,923)			-			(213,356)			-		(325,745)
Gain on conversion of notes payable and interest		-				-				-			-
Gain on conversion of notes payable and interest		-			-			-			-		13,634
Forgiveness of debt on conversion of debt to equity		-				-				-			-
Forgiveness of debt on conversion of debt to equity		-			-			-			132,917		132,917
Gain (loss) on investment - Equity Method		-				-				-			-
Gain (loss) on investment - Equity Method		-			-			-			-		(150,000)
Gain on sale of equipment		-				-				-			-
Gain on sale of equipment		-			-			-			-		1,066
Interest expense - debt discount		-				-				-			-
Interest expense - debt discount		-			-			-			-		(1,017,246)
Interest income (expense), net		(33,808	)			(13,222	)			(62,336	)		(22,911	)
Interest income (expense), net		(26,566)			(11,901)			(49,477)			(32,259)		(874,779)
Total Other Income (Expense)		(33,808	)			(52,264	)			(74,703	)		(222,344	)
Total Other Income (Expense)		(40,489)			(11,901)			(262,833)			100,658		(2,507,724)
COMBINED NET LOSS BEFORE PROVISION FOR INCOME TAXES		(217,912	)			(503,554	)			(562,621	)		(1,085,303	)
COMBINED NET LOSS BEFORE PROVISION FOR INCOME TAXES		(1,140,010)			(517,835)			(2,225,310)			(799,204)		(15,032,806)
Provision for Income Taxes		3,780				-				3,780			-
LESS NET LOSS ATTRIBUTABLE TO NON CONTROLLING INTEREST		(305,618)			(41,318)			(496,333)			(41,318)		(552,414)
COMBINED NET LOSS AFTER PROVISION FOR INCOME TAXES		(221,692	)			(503,554	)			(566,401	)		(1,085,303	)
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)
LESS NET LOSS ATTRIBUTABLE TO NON CONTROLLING INTEREST		(69,821	)			(82,461	)			(174,831	)		(190,712	)
Provision for Income Taxes		-			-			-			-		-
NET LOSS ATTRIBUTABLE TO COMMON SHARES	$	(151,871	)		$	(421,093	)		$	(391,570	)	$	(894,591	)
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
NET LOSS PER BASIC AND DILUTED SHARES		(0.00)			(0.00)			(0.00)			(0.00)		(0.14)
WEIGHTED AVERAGE NUMBER OF COMMON
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		384,206,456			382,583,358			384,206,456			381,479,578		101,971,842
SHARES OUTSTANDING		384,365,797				388,475,417				384,286,566			384,206,456
The accompanying notes are an integral part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~F-2

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

	FOR THE SIX MONTHS ENDED
	JUNE 30,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(391,570	)	$	(894,591	)

Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		17,754			1,423
Noncontrolling interest adjustment		(174,831	)		(190,712	)
(Gain) loss on investment under equity method		12,367			199,433
Common stock issued for consulting services (including treasury stock)		19,152			86,988
Preferred stock issued for consulting services		-			440,000
Changes in assets and liabilities
Unearned revenue		-			-
Decrease (increase) in prepaid expenses		389			(237,560	)
Decrease (increase) in accounts receivables		(31,316	)		-
Decrease (increase) in inventory		224,119			-
Increase (decrease) in accounts payable and accrued expenses		(116,292	)		(15,616	)
Increase (decrease) in accrued interest on convertible notes		34,542			17,325
Total adjustments		(14,116	)		301,281

Net cash used in operating activities		(405,686	)		(593,310	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of fixed assets, net of disposals		(9,784	)		(1,045	)
Cash paid in acquisition of Derbyshure Stone Quarry		(100,000	)		-
Cash acquired in Derbyshire Stone Quarry Acquisition		11,421			-
Investment under equity method		-			-

Net cash used in investing activities		(98,363	)		(1,045	)

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from notes/loans payable		410,000			425,704
Repayments made on notes payable		(120,000	)		(13,500	)
Repayments made on note payable secured loan		(175,000	)		-
Proceeds from exercise of warrants		-			-
Proceeds from convertible notes and warrants,
net of debt issuance costs		-			-
Proceeds from cash overdraft position		105,778			-
Proceeds from private placement, net of fees (including cash
received for shares to be issued) - preferred and common stock		365,000			380,500
Proceeds (payments) from related parties		(6,573	)		-

Net cash provided by financing activities		579,205			792,704

NET INCREASE IN CASH		75,156			198,349

CASH - BEGINNING OF PERIOD		57,090			22,897

CASH - END OF PERIOD	$	132,246		$	221,246

CASH PAID DURING THE PERIOD FOR:
Income taxes	$	-		$	-
Interest expense	$	-		$	-

SUPPLEMENTAL NONCASH INFORMATION:

Common stock issued for services	$	19,152		$	-
Acquisition of Derbyshire Stone Quarry
Cash	$	11,421		$	-
Accounts receivable		94,925			-
Inventory		523,564			-
Prepaid expenses		13,308			-
Fixed assets		781,479			-
Unearned revenue		(16,237	)		-
Accounts payable and accrued expenses		(346,371	)		-
Goodwill		387,911			-
		1,450,000			-
Acquisition Note Payable		(600,000	)		-
Treasury stock		(750,000	)		-
Cash paid in the acquisition	$	100,000

Mining development costs incurred for reclamation liability	$	83,350		$	-

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

F-3

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

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		-		-		-		-		-		-		-		-		210,000		-		-		210,000
Shares issued for services rendered (to be rendered)		20,000		20		-		-		-		-		19,980		-		-		-		-		20,000
Net loss for the three months ended March 31, 2013		-		-		-		-		-		-		-		-		-		(473,492)		(108,256)		(581,748)
Balance March 31, 2013		2,187,000	$	2,187		384,206,456	$	384,206		(54,358,923)	$	(300,000)	$	12,063,366	$	1,247,118	$	(210,000)	$	(13,224,907)	$	(94,798)	$	(132,828)
Share of capital for Mabwe Minerals share issuances		-		-		-		-		-		-		47,022		63,395		-		-		59,571		169,988
Amortization of deferred compensation		-		-		-		-		-		-		-		-		210,000		-		-		210,000
Net loss for the three months ended June 30, 2013		-		-		-		-		-		-		-		-		-		(421,093)		(82,461)		(503,554)
Balance June 30, 2013		2,187,000	$	2,187		384,206,456	$	384,206		(54,358,923)	$	(300,000)	$	12,110,388	$	1,310,513	$	-	$	(13,646,000)	$	(117,688)	$	(256,394)
Shares Issued for Services Rendered		75,000		75										74,925										75,000
Share of capital for Mabwe Minerals share issuances		-		-		-		-		-		-		393,901		1,295		-		-		205,304		600,500
Issuance of Treeasury Stock		-		-		-		-		11,000,000		60,500		159,500		-		-		-		-		220,000
Net loss for the three months ended Setember 30, 2013		-		-		-		-		-		-		-		-		-		(834,392)		(305,618)		(1,140,010)
Balance September 30, 2013		2,262,000	$	2,262		384,206,456	$	384,206		(43,358,923)	$	(239,500)	$	12,738,714	$	1,311,808	$	-	$	(14,480,392)	$	(218,002)	$	(500,904)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

~~The~~Raptor ~~accompanying~~Resources ~~notes~~Holdings ~~are~~Inc. an(formerly ~~integral~~Lantis ~~part~~Laser, Inc. (the “Company”)) was incorporated in the State of ~~these~~New ~~condensed~~Jersey ~~consolidated~~on ~~financial~~January ~~statements~~14, 1998. On November 3, 2004, the Company was acquired by Hypervelocity, Inc., a Nevada corporation.

In the transaction, the Company exchanged 100% of their stock in exchange for 127,718,500 shares of common stock of Hypervelocity, Inc. The transaction was treated for accounting purposes as a reverse merger with the Company being the accounting acquirer. Included in the 127,718,500 shares issued to the shareholders of the Company in the transaction, 6,422,500 shares were issued in the conversion of convertible notes payable the Company had entered into in 2001 and 2003. The shares represent the conversion of the original notes, the interest accrued on those notes as well as warrants that were offered and paid for by the note holders. The value of the convertible notes, interest and warrants were $259,529.

On December 9, 2004, Hypervelocity, Inc. changed its name to Lantis Laser Inc., which was domiciled in Nevada.

On June 16, 2006, the Company authorized a 1 for 2 reverse stock split for all issued shares. All shares reflected herein have been retroactively adjusted to account for the reverse stock split.

On April 22, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lantis Acquisition Corp., a Wyoming corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and TAG Minerals Inc., a Wyoming corporation (“TAG”), pursuant to which the Merger Sub was merged into TAG (the “Merger”). As a result of the Merger TAG became a wholly-owned subsidiary of the Company. The transaction was completed on May 23, 2011 and the Company issued to the shareholders of TAG 165,000,000 shares of common stock which represented 50% of the total issued and outstanding shares at the time of the Merger in exchange for 100% of their shares in TAG. The Company accounted for this transaction as an acquisition.

TAG is a U.S. based mineral resource acquisition, exploration and development company, with operations conducted through its operating affiliate, TAG Minerals Zimbabwe (Private) Limited (“TAG - Z”). The company’s business is managed by its directors and officers who have mineral extraction and commercial experience. TAG’s strategy is to identify, acquire and exploit mineral properties that have potential. TAG is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe, Africa.

Concurrent with the Merger Agreement, the Company’s former Chief Executive Officer and Executive Vice President Clinical Affairs and a Director of the Company resigned on May 6, 2011. The Company retained these former executives to continue to manage the dental technology subsidiary of the Company. These two executives received employment contracts dated May 23, 2011. This portion of the business was later fully divested December 17, 2012.

The President and Chief Executive Officer of TAG, Al Pietrangelo, was named the new President and Chief Executive Officer of the Company. In addition, the remaining two shareholders of TAG became directors of the Company, with one of these Directors resigning in January 2013.

At the time of the Merger, the Board of Directors approved the conversion of an outstanding note for each officer of Lantis Laser Inc., totaling $960,000 plus accrued interest of $62,466 into 14,400,000 warrants with a cashless exercise provision. The warrants have a term of five-years with an exercise price of $0.075. The Company performed a Black-Scholes calculation to determine the value of the warrants, and they were determined to have a value of $100,800. The gain on the conversion of the related party debt to warrants of $921,666 is reflected in additional paid-in capital in accordance with ASC 850.

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Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION)

(UNAUDITED)

					CUMULATIVE
	FOR THE NINE MONTHS ENDED				TOTALS SINCE
	SEPTEMBER 30,				INCEPTION
	2013		2012		JANUARY 14, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,728,977)	$	(757,886)	$	(14,480,392)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,763		2,134		141,067
Noncontrolling interest adjustment		(496,333)		35,590		(681,330)
Amortization of debt issuance costs		-		-		287,571
Interest expense - debt discount		-		-		504,606
Interest expense - beneficial conversion feature		-		-		533,023
Gain on conversion of notes payable and interest		-		-		(13,634)
Gain on sale of equipment		-		-		(1,066)
Forgiveness of debt on conversion of debt to equity		-		(132,917)		(132,917)
(Gain) loss on investment under equity method		213,356		-		325,745
Loss on investment under cost method		-		-		150,000
License fees payable for research and development		-		-		605,000
Warrants issued to former noteholders and consultants		-		-		469,897
Common stock issued to secure acquisition of Raptor Networks Technology. Inc. (MBMI)		-		-		155,000
Common stock issued for consulting services (including Treasury Stock)		407,488		127,155		1,664,203
Preferred stock issued for consulting services		515,000		211,000		1,011,000
Cash flow effect of reverse merger		-		-		(35,278)
Changes in assets and liabilities
Decrease (increase) in prepaid expenses		(239,071)		(118,881)		1,959,543
Increase (decrease) in accounts payable & accrued expenses		114,012		289,166		2,388,782
Accrued interest on convertible notes		26,141		30,656		576,501
Total adjustments		542,356		443,903		9,907,713
Net cash used in operating activities		(1,186,621)		(313,983)		(4,572,679)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of fixed assets, net of disposals		-		-		(144,420)
Investment in Land/Mining Claims		(20,340)				(20,340)
Investment under equity method		-		-		(167,664)
Net cash used in investing activities		(20,340)		-		(332,424)
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from notes/loans payable		443,454		41,608		763,240
Repayments made on note payable for Dodge Mines		(13,500)		(75,083)		(255,083)
Proceeds from exercise of warrants		-		-		34,984
Proceeds from convertible notes and warrants, net of debt issuance costs		-		-		2,284,310
Payments of license fee payable		-		-		(225,000)
Proceeds from private placement, net of fees (including cash received for shares to be issued) - preferred and common stock		880,500		457,500		2,289,500
Proceeds (payments) from related parties		-		(27,100)		139,542
Net cash provided by financing activities		1,310,454		396,925		5,031,493
NET INCREASE IN CASH AND CASH EQUIVALENTS		103,493		82,942		126,390
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		22,897		15,072		-
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	126,390	$	98,014	$	126,390
CASH PAID DURING THE PERIOD FOR:
Income taxes	$	-	$	-	$	-
Interest expense	$	-	$	-	$	93,517
SUPPLEMENTAL NONCASH INFORMATION:
Conversion of notes and interest for common stock, net of discounts and issuance costs	$	-	$	-	$	3,011,031
Acquisition of Dodge Mines for Note Payable	$	-	$	-	$	433,000
Conversion of license fee payable into capital	$	-	$	-	$	380,000
Common stock issued to secure acquisition of Raptor	$	-	$	-	$	155,000
Preferred stock issued for goodwill	$	-	$	25,000	$	25,000
Warrants issued to former noteholders and consultants	$	-	$	-	$	469,897
Common stock issued for acquistion	$	-	$	-	$	150,000
Common stock issued for prepaid expenses	$	97,500	$	-	$	2,302,500
Conversion of accrued expenses for note payable-related parties	$	-	$	-	$	960,000
Conversion of note payable-related parties and accrued interest to warrants	$	-	$	-	$	1,022,466
Liabilities forgiven related to restructuring with former owners	$	-	$	-	$	732,853
Conversion of Dodge Mines Note Payable for Preferred Stock	$	-	$	45,000	$	45,000
Forgiveness of debt on conversion of debt to equity	$	-	$	132,917	$	132,917
Effect of reverse merger with TAG Minerals, Inc.
Cash	$	-	$	-	$	24,772
Accounts payable and accrued expenses		-		-		(50)
Effect on retained earnings		-		-		(60,000)
Cash flow effect from reverse merger	$	-	$	-	$	(35,278)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

The ~~accompanying~~other ~~notes~~related ~~are~~party andebt ~~integral~~of ~~part~~$150,000 at the time of ~~these~~the ~~condensed~~Merger ~~consolidated~~was ~~financial~~converted ~~statements~~to a convertible note. The note was to be repaid at the rate of 5% of any funding, whether debt or equity, received by the Company or its subsidiaries, or 5% of net revenues of the Company until repaid in full. The note holders also had the right to convert any amounts outstanding and due to them at $0.075 per share at their sole discretion. This note was subsequently forgiven in accordance with the settlement and restructuring agreement dated December 17, 2012.

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). Slashwood Mining is a registered percentage owner of eight custom gold milling centers across various locations in Zimbabwe, along with ownership of 30 mining claims encompassing approximately 2,000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. On December 31, 2012 the Company permanently impaired the investment in Slashwood Mining, originally valued at $150,000 to $0. The July 2011 TAG-Z, acquisition of 100% of the capital stock of Ontage has been deemed to be worthless as of December 31, 2012. Ontage was a wholly owned subsidiary of TAG-Z a consolidated variable interest entity of the Company and its only activity had been the acquisition of 10% stake in an existing operating gold mining producer, Slashwood Mining.

On September 19, 2011, TAG-Z, entered into a Sale of Shares Agreement, whereby, TAG-Z agreed to pay $433,000 in installments through November 30, 2012 for 100% of the Dodge Mine blocks 1-6, located in Zimbabwe. The property consists of three hydrothermal mountains representing 123 hectares containing multiple deposits of superior grade barite, limestone and talc based on the drilling reports that management received from the previous owner of the Dodge mine blocks. Along with the purchase of the Dodge Mine blocks 1-6 from Chiroswa Syndicate, TAG-Z received 50% of the issued and outstanding shares of common stock of Chiroswa Minerals (PVT) Limited (“Chiroswa Minerals”), an inactive company originally formed to conduct mining operations on the Dodge Mine. Since Chiroswa Minerals is an inactive company, TAG-Z has canceled the Chiroswa Minerals shares it received under the Sale of Shares Agreement and intends to conduct mining operations on the Dodge blocks itself. As of June 30, 2013, the entire note balance for the Dodge Mines has been paid by the Company.

Effective December 2, 2011, the Company entered into a Stock Purchase Agreement with Mabwe Minerals Inc. (f/k/a/Raptor Networks Technology, Inc.) (MBMI: OTCQB) (“Mabwe”) under which the Company issued 5,000,000 shares of its common stock to the lender of certain convertible notes of Mabwe, as incentive to convert their promissory notes into shares of common stock. As a result of this transaction, Mabwe issued 55.52% of its issued and outstanding shares of common stock to the Company, Mabwe became a majority owned subsidiary of the Company, and, under the terms of the Agreement, the officers and directors of Mabwe resigned. Al Pietrangelo, President and CEO of the Company, became President and CEO of Mabwe and became the sole member of the Board of Directors. Mabwe conducted a reverse split and issued additional shares of its common stock to allow the Company to hold 80.14% of its issued and outstanding common shares on a post-split basis.

On March 5, 2012, the Company amended its Articles of Incorporation to change its name to Raptor Resources Holdings Inc. to more clearly reflect its new focus on the mining of industrial minerals to help build a new brand identity. The name change became effective March 28, 2012.

F-5

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~AN EXPLORATION STAGE COMPANY~~UNAUDITED)

~~NOTES~~NOTE TO1 ~~CONDENSED~~- ORGANIZATION ~~CONSOLIDATED~~AND ~~FINANCIAL~~BASIS ~~STATEMENTS~~OF PRESENTATION (CONTINUED)

~~SEPTEMBER~~On June 1, 2012 the Company entered into a contract renegotiation with Chiroswa Syndicate, the previous owner of Dodge Mines Blocks 1-6, related to the previous agreement for the $433,000 in installment payments for the mine blocks, located in Zimbabwe. Under the new terms of the contract, Chiroswa Syndicate accepted 45,000 shares of the Company’s Preferred Convertible Series B stock (each share is convertible into 50 shares of Common Stock of Raptor Resources Holdings Inc. (RRHI) and 25 shares of common stock of majority owned Mabwe Minerals Inc. (MBMI)). The Company paid $3,000 as a down payment with $27,000 due upon the retitling of the Dodge Mine Blocks 1-6 into the name of Mabwe Minerals Zimbabwe (PVT) Limited (“MAB-Z”). An additional $30,000 was ~~2013~~be ~~AND~~paid in five equal monthly installments beginning October 1, 2012. Under the terms of the amended contract with Chiroswa Syndicate, it forgave $132,917 of the debt owed and agreed that upon completion of the retitling of the asset into the name of MAB-Z the asset of the Dodge Mine Blocks 1-6 (~~UNAUDITED~~$433,000) and the remaining liability ($57,000) will be transferred to MAB-Z to support continuing operations and revenue generating activities. The full balance has been repaid to Dodge Mine for mine blocks 1-6 as of June 30, 2013.

~~NOTE~~On June 28, 2012 Mabwe Minerals amended its charter to increase the number of its authorized shares of common stock. Mabwe Minerals issued to the Company an additional 79,078,817 shares of its common stock (post 1 ~~- ORGANIZATION~~:10 ~~AND~~reverse ~~BASIS~~split) OFgiving ~~PRESENTATION~~the Company at that time ownership of 80.14% of the issued and outstanding shares of Mabwe Minerals common stock. As of June 30, 2014 the Company owns 64.13% of Mabwe Minerals.

~~The~~MAB-Z ~~unaudited~~is ~~condensed~~a ~~consolidated~~Variable ~~financial~~Interest ~~statements~~Entity ~~included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission~~ (~~“SEC”~~VIE). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated financial statements and notes thereto. Certain information and footnote disclosures normally included in financial statements prepared in accordance with ~~accounting~~respect ~~principles generally accepted in the United States of America have been condensed or omitted pursuant~~ to ~~such~~guidance ~~rules~~under ~~and~~ASC regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Form 810-10-K5 ~~Annual Report at December 31, 2012, which includes audited financial statements~~ and ~~the~~is ~~accompanying~~therefore ~~notes thereto. While management believes the procedures followed in preparing these condensed~~ consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

~~These~~On ~~condensed~~July ~~consolidated~~18, ~~unaudited~~2012 ~~financial~~Mabwe ~~statements~~Minerals ~~reflect~~acquired ~~all~~a 49% ~~adjustments~~interest in Mabwe Minerals Zimbabwe (PVT) LTD ("MAB-Z") with the issuance of 25,000 shares ~~including~~of ~~normal~~Raptor ~~recurring~~Resources ~~adjustments~~Holdings ~~which~~Inc. Series B Preferred Convertible Stock ("Series B Preferred Stock"). Each share of Series B Preferred Stock is convertible into 50 common shares of Raptor Resources Holdings Inc. and 25 common shares of Mabwe Minerals, both subject to a one year holding period. The remaining 51% ownership in ~~the~~MAB-Z ~~opinion~~is held by a director of ~~management~~the Company, ~~are~~Zimbabwean ~~necessary~~resident, toTapiwa ~~present~~Gurupira ~~fairly~~(41% ownership), with the ~~consolidated~~remaining ~~operations~~portion ~~and~~owned ~~cash~~by ~~flows~~Asswell ~~for~~Gurupira (10% ownership). MAB-Z will be the ~~periods~~operating ~~presented~~arm of Mabwe Minerals, with the Company being the primary beneficiary of all the activities of MAB-Z.

~~Lantis~~On ~~Laser~~September 30, ~~Inc.~~2012, ~~(the~~MBMI ~~“Company”)~~formally ~~was~~appointed ~~incorporated~~Tapiwa ~~in the State of New Jersey on January 14~~Gurupira, ~~1998.~~a On41% ~~November~~stakeholder 3,of ~~2004,~~MAB-Z ~~the~~as ~~Company~~a ~~was~~Director ~~acquired~~of byMabwe ~~Hypervelocity,~~Minerals Inc.~~, a Nevada corporation.~~

InOn ~~the~~November ~~transaction~~7, 2012 the ~~Company~~principals ~~exchanged~~of ~~100%~~MAB-Z received approval from the government of ~~its~~Zimbabwe, ~~stock~~to inform ~~exchange~~a new parent holding corporation for ~~127,718,500~~the ~~shares~~purpose of ~~common~~holding ~~stock~~MAB-Z ofand ~~Hypervelocity,~~the ~~Inc~~percentage investment stake in Kinsey. The ~~transaction~~new company was ~~treated~~named ~~for~~Mabwe ~~accounting~~Corporation ~~purposes~~(PVT) asLTD a(“MAB-C”.) ~~reverse~~The ~~merger~~new ~~with~~corporation ~~Lantis~~owns 100% ~~Laser,~~of ~~Inc.~~MAB-Z ~~being~~and 25% ~~the~~of ~~accounting acquirer~~Kinsey. ~~Included~~MBMI inowns ~~the~~a 49% ~~127,718,500~~stake ~~shares~~in ~~issued~~MAB-C toand the ~~shareholders~~remaining of51% ~~Lantis~~ownership ~~Laser,~~in ~~Inc.~~MAB-C inis ~~the~~held ~~transaction,~~by ~~6,422,500~~a ~~shares~~director ~~were~~of ~~issued~~the inCompany, ~~conversion~~Zimbabwean ofresident, ~~convertible~~Tapiwa ~~notes~~Gurupira ~~payable~~(41% ownership), with the ~~Company~~remaining ~~had~~portion ~~entered~~owned ~~into~~by inAsswell ~~2001~~Gurupira ~~and~~(10% ~~2003~~ownership). ~~The~~MAB-C ~~shares~~will ~~represent~~be the ~~conversion~~operating arm of ~~the~~Mabwe ~~original notes~~Minerals, with the ~~interest~~Mabwe ~~accrued~~being onthe ~~those~~primary ~~notes~~beneficiary asof ~~well~~all asthe ~~warrants~~activities ~~that~~of ~~were~~MAB-C. ~~offered~~MAB-C ~~and~~is ~~paid~~a ~~for~~Variable byInterest ~~the~~Entity ~~note~~(VIE) ~~holders.~~with ~~The~~respect ~~value~~to ofguidance ~~the~~under ~~convertible~~ASC ~~notes,~~810-10-5 ~~interest~~ and ~~warrants~~is ~~was~~therefore ~~$259,529~~consolidated.

On December 9, 2004, Hypervelocity, Inc. changed its name to Lantis Laser Inc. and is domiciled in Nevada.

On June 16, 2006, the Company authorized a 1 for 2 reverse stock split for all issued shares. All shares reflected herein have been retroactively adjusted to account for the reverse stock split.

The Company was formed to commercialize the application of novel technologies in the dental industry. The criteria for selected products include competitive edge, exclusivity and large market potential. The Company was developing its Optical Coherence Tomography ("OCT") "Dental Imaging" as its first product but has suspended further development until it receives the funding to do so. The Company has licensed the exclusive rights for the dental field for the OCT patented technology from Lawrence Livermore National Laboratories. OCT was invented in the early 1990’s at Massachusetts Institute of Technology and it is currently being commercialized in ophthalmology and cardiovascular imaging.

On May 31, 2007, the Company entered into an exclusive licensing agreement for the field of dentistry with The University of Florida Research Foundation for technology relevant to the imaging probe of its Dental Imaging System; the Agreement carries a $1,000 initial licensing fee.

F-6

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~AN EXPLORATION STAGE COMPANY~~UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

On ~~July~~December 917, ~~2008,~~2012 the Company entered into ana ~~exclusive~~share ~~license~~buyback restructuring agreement ~~for~~with ~~the~~Stanley ~~field~~Baron (former Chief Executive Officer of ~~dentistry~~the ~~for~~Company) aand ~~patent~~Craig ~~pending~~Gimbel ~~technology~~(former ~~known~~Executive asVice ~~Near~~President ~~Infrared~~of ~~Transillumination~~the ~~Imaging~~Company) where Baron and Gimbel returned all of their shares (~~NIR~~26,847,423 and 27,511,500 respectively) along with granting exercisable option rights on their warrants to buy Company stock. The ~~Company~~number ~~paid~~of warrants held by Baron and Gimbel are 8,640,000 and 5,760,000 respectively with an exercise price of $.075/share. Under the ~~initial~~terms ~~licensing~~of ~~fee~~this agreement Baron and Gimbel executed an option agreement simultaneously to TAG and the Company to purchase all of the shares back at $10.04/share. The agreement terminated the employment agreements and all money owed to Baron and Gimbel including a $150,000 loan from the former employees. ~~This~~As consideration Baron and Gimbel received shares of Mabwe Minerals, a majority owned subsidiary of the Company in the amounts of 1,700,000 and 1,300,000, respectively. Additionally, Baron and Gimbel received from the Company all contracts related to the dental technology business of the Company. There were no assets recorded for this division, and no development done for the past year, as this was inactive. The Company no longer is ~~synergistic~~engaged ~~with~~in the ~~OCT~~dental technology business. The cancellation of the Baron and Gimbel shares and issuance of the certificate in the name of the Company ~~intends~~was toexecuted ~~sell~~January it30, in2013 aby ~~combination~~the ~~OCT/NIR~~Company’s ~~platform~~transfer agent. The closing of the transaction occurred December 17, 2012, and ~~also~~therefore aswas arecorded ~~standalone~~in ~~product~~the 2012 financial statements.

~~Management~~On ofJuly ~~the~~31, ~~Company~~2013 ~~had~~MBMI ~~extensive~~entered ~~experience~~into a Master Distributer Agreement (“MDA”) with Steinbock Minerals Ltd. (“Steinbock”) together with its affiliate Yasheya Ltd. (“Yasheya”.) Steinbock is engaged and specializes in the worldwide ~~dental~~marketing, ~~industry~~distribution and sale of industrial minerals, including ~~technology,~~but ~~development~~not limited to, ~~marketing~~all barite grade types and ~~distribution~~talc. Yasheya is engaged and specializes in the shipment of industrial minerals worldwide. Steinbock and Yasheya were granted the exclusive right to market, ~~clinical~~sell, distribute, ship and ~~research~~deliver ~~dentistry~~Dodge Mine barite to their customer base. This agreement shall remain in effect in perpetuity unless cancelled by either party upon the delivery of six months written notice.

~~OCT~~On isMarch 28, 2014, the Company entered into a ~~diagnostic~~Purchase ~~imaging~~Agreement ~~technology~~through ~~that~~its isaffiliate, ~~based~~TAG-Z, onwhereby ~~advanced~~TAG-Z ~~photonics~~acquired 100% of Wimfair Investments (Private) Limited t/a Derbyshire Stone Quarry (“Derbyshire”), a registered Zimbabwean corporation engaged in the production of 10mm stone, 20mm stone, quarry dust, crusher run, river sand (washed), pit sand and ~~fiber~~decomposed ~~optics~~granite. ItDerbyshire ~~enables~~is the ~~capture~~largest ofindigenous ~~cross-sectional~~sand ~~images~~and ofstone ~~tissue~~quarry ~~with~~in anthe ~~axial~~Harare ~~resolution~~area, oflocated upin a prime residential growth zone within close proximity to ~~ten~~major ~~times~~road ~~that~~projects. The total purchase price of ~~x-ray~~$1,450,000 ~~providing~~was ~~tissue~~paid ~~characterization~~in stock and ~~images~~cash. Equity ~~that~~valued ~~cannot~~at be$750,000 ~~obtained~~was bypaid ~~any~~in ~~other~~the ~~means,~~form ~~including~~of ~~x-ray.~~25 ~~Information~~million isrestricted ~~captured~~shares byof ~~shining~~the aCompany's ~~near-~~treasury ~~infrared~~stock ~~light~~resulting ~~through~~in ano ~~single~~dilution ~~optical~~to ~~fiber~~existing ~~only~~ shareholders.~~006”~~ ~~diameter~~A ~~deep~~down ~~into~~payment of $100,000 was made on the ~~internal~~purchase ~~structures~~on February 6, 2014 with the payments of $120,000 made in the ~~subject~~three ~~tissue~~months ended June 30, 2014 with the remaining $480,000 to be paid in installments concluding February 28, 2015.

~~When~~The ~~the~~unaudited ~~light~~condensed ~~becomes~~consolidated ~~scattered~~financial instatements ~~the~~included ~~dense~~herein ~~biological~~have ~~tissue~~been prepared, awithout ~~certain~~audit, ~~component~~pursuant to the rules and regulations of the ~~reflected~~Securities ~~light~~and ~~remains~~Exchange ~~unscattered~~Commission (“SEC”). The condensed consolidated financial statements and ~~thus~~notes ~~contains~~are ~~good~~presented ~~quantitative~~as permitted on Form 10-Q and ~~structural~~do ~~image~~not contain information included in the Company’s annual consolidated financial statements and notes thereto. ~~The~~Certain ~~OCT~~information ~~technology~~and ~~maps~~footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the ~~changing~~United ~~intensities~~States of ~~reflections~~America ~~from~~have ~~the~~been ~~tissue~~condensed or omitted pursuant to ~~form~~such anrules ~~image~~and ofregulations, although the ~~subject~~Company ~~area~~believes that the disclosures are adequate to make the information presented not misleading. ~~This~~It ~~image,~~is ~~displayed~~suggested onthat athese ~~monitor~~condensed consolidated financial statements be read in ~~real~~conjunction ~~time~~with the Company’s Form 10-K Annual Report at December 31, ~~has~~2013, anwhich ~~unprecedented~~includes ~~amount~~audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of ~~diagnostic~~the ~~information~~amounts are in some respects dependent upon the facts that will exist, and ~~can~~procedures that will be ~~manipulated,~~accomplished ~~printed~~by ~~out~~the ~~and~~Company ~~stored~~later in athe ~~digital format~~year.

On April 22, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lantis Acquisition Corp., a Wyoming corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and TAG Minerals Inc., a Wyoming corporation (“TAG”), pursuant to which the Merger Sub was to be merged into TAG (the “Merger”). As a result of the Merger TAG became a wholly-owned subsidiary of the Company. The transaction was completed on May 23, 2011 and the Company issued to the shareholders of TAG 165,000,000 shares of common stock which represented 50% of the total issued and outstanding shares at the time of the Merger in exchange for 100% of their shares in TAG. The Company accounted for this transaction as an acquisition, and Lantis was the surviving company.

Concurrent with the Merger Agreement, the Company’s former Chief Executive Officer and Executive Vice President Clinical Affairs and a Director of the Company resigned on May 6, 2011. The Company retained these former executives to continue to head up the dental technology subsidiary of the Company. These two executives received employment contracts dated May 23, 2011.

The President and Chief Executive Officer of TAG were named the new President and Chief Executive Officer of the Company. In addition, the remaining two shareholders of TAG became directors in the Company, with one of these directors resigning in January 2013.

F-7

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

AtThese ~~the~~condensed ~~time~~consolidated ofunaudited ~~the~~financial ~~Merger,~~statements ~~the~~reflect ~~Board~~all ~~of Directors approved the conversion of an outstanding note for each officer totaling $960~~adjustments,~~000~~ ~~plus~~including ~~accrued~~normal ~~interest~~recurring ofadjustments ~~$62~~which,~~466~~ ~~into~~in ~~14,400,000~~the ~~cashless~~opinion ~~warrants. The warrants have a term~~ of ~~five-years~~management, ~~with~~are annecessary ~~exercise~~to ~~price~~present offairly ~~$0.075.~~the ~~The~~consolidated ~~Company~~operations ~~performed~~and acash ~~Black-Scholes~~flows ~~calculation to establish a value of $100,800~~ for the ~~warrants~~periods presented.

The gain on the conversion of the related party debt to warrants of $921,666 is reflected in additional paid-in capital in accordance with ASC 850.

The other related party debt of $150,000 at the time of the Merger was converted to a convertible note. The notes will be repaid at the rate of 5% of any funding, whether debt or equity, received by the Company or its subsidiaries, or 5% of net revenues of the Company until repaid in full. The note holders have the right to convert any amounts outstanding and due to them at $0.075 per share at their sole discretion.

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). Slashwood Mining is a registered percentage owner of eight custom gold milling centers across various locations in Zimbabwe, along with ownership of 30 mining claims encompassing approximately 2,000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. Slashwood Mining has 200 employees and is forging a path of expansion into mining projects. On December 31, 2012 the Company has permanently impaired the investment in Slashwood Mining, originally valued at $150,000 to $0. The July 2011 TAG-Z, acquisition of 100% of the capital stock of Ontage has been deemed to be worthless as of December 31, 2012. Ontage was a wholly owned subsidiary of TAG-Z a consolidated variable interest entity of the Company and its only activity had been the acquisition of 10% stake in an existing operating gold mining producer, Slashwood Mining.

On September 19, 2011, TAG-Z, entered into a Sale of Shares Agreement, whereby, TAG-Z agreed to pay $433,000 in installments through November 30, 2012 for 100% of the Dodge Mine blocks 1-6, located in Zimbabwe. The property consists of three hydrothermal mountains representing 123 hectares containing multiple deposits of superior grade barite, limestone and talc based on the drilling reports that management received from the previous owner of the Dodge mine blocks. Along with the purchase of the Dodge Mine blocks 1-6, TAG-Z received 50% of the issued and outstanding shares of common stock of Chiroswa Minerals (PVT) Limited (“Chiroswa”), an inactive company originally formed to conduct mining operations on the Dodge Mine. Since Chiroswa is an inactive company, TAG-Z has canceled the Chiroswa shares it received under the Sale of Share Agreement and intends to conduct mining operations on the Dodge blocks itself. As of June 30, 2013, the entire note balance for the Dodge Mines has been paid by the Company. .

Effective December 2, 2011, the Company entered into a Stock Purchase Agreement with Mabwe Minerals Inc. (f/k/a/Raptor Networks Technology, Inc.) (MBMI: OTCQB) (“Mabwe”) under which the Company issued 5,000,000 shares of its common stock to the lender of certain convertible notes of Mabwe, as incentive to convert their promissory notes into shares of common stock. As a result of this transaction, Mabwe issued 55.52% of its issued and outstanding shares of common stock to the Company, Mabwe became a majority owned subsidiary of the Company, and, under the terms of the Agreement, the officers and directors of Mabwe resigned. Al Pietrangelo, President and CEO of the Company, became President and CEO of Mabwe and be the sole member of the Board of Directors. Mabwe conducted a reverse split and issued additional shares of its common stock to allow the Company to hold 80.14% of its issued and outstanding common shares on a post-split basis.

F-8

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

On March 5, 2012, the Company amended its Articles of Incorporation to change its name to Raptor Resources Holdings Inc. to more clearly reflect its new focus on the mining of gold and other industrial minerals and to help build a new brand identity. The name change became effective March 28, 2012.

On June 1, 2012 the Company entered into a contract renegotiation with the owner of Dodge Mines Blocks 1-6, Chiroswa Syndicate (“Chiroswa”) related to the previous agreement for the $433,000 in installment payments for the Dodge Mine blocks 1-6, located in Zimbabwe. Under the new terms of the contract with Chiroswa, Chiroswa accepted 45,000 shares of our Preferred Convertible Series B stock (each share is convertible into 50 shares of Common Stock of Raptor Resources Holdings Inc. (RRHI) and 25 shares of common stock of majority owned Mabwe Minerals Inc. (MBMI)). The Company paid $3,000 as a down payment with $27,000 due upon the retitling of the Dodge Mine Blocks 1-6 into the name of Mabwe Minerals Zimbabwe (PVT) Limited (MAB-Z). An additional $30,000 will be paid in five equal monthly installments beginning October 1, 2012. Under the terms of the amended contract with Chrioswa, it forgave $132,917 of the debt owed and agreed that upon completion of the retitling of the asset into the name of MAB-Z the asset of the Dodge Mine Blocks 1-6 ($433,000) and the remaining liability ($57,000) will be transferred to MAB-Z to support continuing operations and revenue generating activities. The full balance has been repaid to Dodge Mine for mine blocks 1-6 as of June 30, 2013.

On June 28, 2012 Mabwe Minerals amended its charter to increase the number of its authorized shares of common stock. Mabwe Minerals issued to the Company an additional 79,078,817 shares of its common stock (post 1:10 reverse split) giving the Company at that time ownership of 80.14% of the issued and outstanding shares of Mabwe Minerals common stock. As of September 30, 2013 the Company owns 64.49% of Mabwe Minerals.

On July 18, 2012 Mabwe Minerals acquired a 49% interest in Mabwe Minerals Zimbabwe (PVT) LTD ("MAB-Z") with the issuance of 25,000 shares of Raptor Resources Holdings Inc. Series B Preferred Convertible Stock ("Series B Preferred Stock"). Each share of Series B Preferred Stock is convertible into 50 common shares of Raptor Resources Holdings Inc. and 25 common shares of Mabwe Minerals, both subject to a one year holding period. The remaining 51% ownership in MAB-Z is held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (41% ownership), with the remaining portion owned by Asswell Gurupira (10% ownership). MAB-Z will be the operating arm of Mabwe Minerals, with the Company being the primary beneficiary of all the activities of MAB-Z. MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.

On October 29, 2012, Mabwe Minerals, Mabwe Corporation (PVT) LTD (“MAB-C”), and WGB Kinsey & Company (“Kinsey”) entered into an Equity Exchange Agreement (“Equity Exchange Agreement”). In accordance with the Equity Exchange Agreement, the Company issued 5,000,000 shares of their common stock to Kinsey in exchange for a 25% ownership for MAB-C in Kinsey. Additionally, should the value of the 5,000,000 shares of common stock fail to be valued at $5,000,000 on December 31, 2013, Mabwe Minerals, must issue additional shares of common stock to achieve that value for Kinsey. The common shares issued have been valued at $500,000, as the price of MBMI common stock was trading at $0.10 per share, and no valuation has been provided for Kinsey at this time.

F-9

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

On November 7, 2012 the principals of MAB-Z received approval from the government of Zimbabwe, to form a new parent holding corporation for the purpose of holding MAB-Z and the percentage investment stake in Kinsey. The new company was named Mabwe Corporation (PVT) LTD (“MAB-C”.) The new corporation owns 100% of MAB-Z and 25% of Kinsey. The Company owns a 49% stake in MAB-C and the remaining 51% ownership in MAB-C is held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (41% ownership), with the remaining portion owned by Asswell Gurupira (10% ownership). MAB-C will be the operating arm of Mabwe Minerals, with the Company being the primary beneficiary of all the activities of MAB-C. MAB-C is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.

On December 17, 2012 the Company entered into a share buyback restructuring agreement with Stanley Baron (former Chief Executive Officer of the Company) and Craig Gimbel (former Executive Vice President of the Company) where Baron and Gimbel returned all of their shares (26,847,423 and 27,511,500 respectively) along with granting exercisable option rights on their warrants to buy Company stock. The number of warrants held by Baron and Gimbel are 8,640,000 and 5,760,000 respectively with an exercise price of $.075/share. Under the terms of this agreement Baron and Gimbel executed an option agreement simultaneously to TAG and the Company to purchase all of the shares back at $.04/share. The agreement terminated the employment agreements and all money owed to Baron and Gimbel including a $150,000 loan from the former employees. As consideration Baron and Gimbel received shares of Mabwe Minerals, a majority owned subsidiary of the Company in the amounts of 1,700,000 and 1,300,000, respectively. Additionally, Baron and Gimbel received from the Company all contracts related to the dental technology business of the Company. There were no assets recorded for this division, and no development done for the past year, as this was inactive. The Company no longer is engaged in the dental technology business. The cancellation of the Baron and Gimbel shares and issuance of the certificate in the name of the Company was January 30, 2013 by the Company’s transfer agent. The closing of the transaction occurred December 17, 2012, and therefore was recorded in the 2012 financial statements.

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority.

The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

On July 31, 2013 MBMI entered into a Master Distributer Agreement (“MDA”) with Steinbock Minerals Ltd. (“Steinbock”) together with its affiliate Yasheya Ltd. (“Yasheya”.) Steinbock is engaged and specializes in the worldwide marketing, distribution and sale of industrial minerals, including but not limited to, all barite grade types and talc along with its affiliate Yasheya that is engaged and specializes in the shipment of industrial minerals worldwide. Steinbock and Yasheya were granted the exclusive right to market, sell, distribute, ship and deliver Dodge Mine barite to their customer base. This agreement shall remain in effect in perpetuity unless cancelled by either party upon the delivery of six months written notice.

F-10

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

Going Concern

As shown in the accompanying condensed consolidated financial statements the Company has incurred attributable recurring losses of $~~834~~391,~~392~~570 and $1894,~~728,977~~591 for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2013~~2014 and ~~losses~~2013 ~~of $476,517 and $757,886 for the same period in 2012~~respectively. The Company has ~~incurred~~ a ~~cumulative loss of $14,480,392 since inception (January 14, 1998). The Company has a~~ working capital deficit in the amount of $12,~~325~~481,~~583~~184 as of ~~September~~June 30, ~~2013~~2014. ~~The~~With ~~Company~~high isprices ~~currently~~for inindustrial minerals and the ~~exploration~~contacts ~~stage~~for ~~and~~mining ~~has~~rights ~~merged~~that the ~~gold~~principals ~~mining~~of ~~business~~the ofCompany ~~TAG~~maintain ~~and~~in ~~the~~Zimbabwe ~~mining~~as ~~and~~well ~~distribution~~as the purchase of ~~non-gold~~an ~~metals~~established ~~and~~operating ~~minerals~~quarry, ofthe ~~Mabwe~~Company ~~into~~remains positive about the ~~Company~~future.

There is no ~~certainty~~guarantee that the Company will be able to raise enough capital or generate sufficient revenues to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period. Management believes that the Company’s capital requirements will depend on ~~many~~various factors. These factors include finding ~~potential~~additional acquisition targets for TAG, how these targets can be acquired, i.e. cash, debt or common stock, and generating cash flow either through operations or through private placements ~~to complete the final phase of development~~. Additionally, the Company continues to convert its debt into equity, and as a result has reduced its working capital deficit.

The Company’s ability to continue as a going concern for a reasonable period is dependent upon management’s ability to raise additional interim capital and, ultimately, achieve profitable operations. There can be no assurance that management will be able to raise sufficient capital, under terms satisfactory to the Company, if at all.

The condensed consolidated financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

F-11

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

The Company ~~currently~~is ~~has~~considered noto ~~continuing~~be ~~operations and,~~ in ~~accordance~~the ~~with~~exploration ~~ASC~~stage ~~915~~as ~~"Development~~defined ~~Stage~~in ~~Entities,"~~ASC ~~is considered an Exploration Stage Enterprise~~915. The Company ~~amended~~had ~~its’~~previously ~~Articles~~devoted ofsubstantially ~~Incorporation~~all onof ~~March 5, 2012 to change~~ its ~~name~~efforts to ~~Raptor Resources Holdings Inc. to reflect a new business focus on~~ the ~~exploration~~development ~~and mining~~ of ~~gold~~their ~~and~~OCT ~~other industrial minerals~~technology. The Company ~~continued~~is tocurrently ~~consolidate~~devoting its’ ~~interest~~time ~~and~~to ~~further separate itself from~~ the ~~former~~extraction ~~line of business in the December 17, 2012 settlement~~ and ~~restructuring~~exploration ~~agreement with POII and former principals Stan Baron (former Chief Executive Officer~~ of ~~Lantis~~industrial ~~Laser Inc~~minerals.) ~~and~~Commencing ~~Craig~~with ~~Gimbel~~the ~~(former~~second ~~Executive~~quarter ~~Vice President~~ of ~~Lantis~~2014, ~~Laser Inc.) by acquiring their interest in~~ the Company ~~(54,358,923~~emerged ~~shares~~from ofthe ~~common~~exploration ~~stock~~stage ~~collectively), terminating their employment agreements~~ with the ~~Company,~~commencing ~~extinguishing~~of ~~certain~~operations ~~liabilities~~of ~~owed~~Derbyshire byStone ~~the~~Quarry ~~Company~~which towas ~~Baron~~acquired ~~and~~March ~~Gimbel and obtaining an option to purchase their 14~~27,~~400,000~~ ~~warrants~~2014.

The Company’s majority owned subsidiary entered the Exploration Stage on June 29, 2012 after the charter of Mabwe Minerals increased its number of authorized shares of common stock. Mabwe Minerals issued to the Company an additional 79,078,817 shares of its common stock (post 1:10 reverse split) giving the Company at that time ownership of 80.14% of the issued and outstanding shares of Mabwe Minerals common stock. The Company has no revenue from continuing operations since January 14, 1998. The Company is actively pursuing revenue from continuing operations through MAB-Z, its fully consolidated variable interest entity. Under an agreement with Baker Hughes Oilfield Operations, Inc. MAB-Z was issued as beneficiary an irrevocable documentary letter of credit from in the documentary credit amount of $3,000,000 per lot of crude barite (or a total of $9,000,000) to pay for shipments from Beira, Mozambique to any U.S. Gulf port of three lots of barite meeting the specifications set forth in the letter of credit. The first shipment was to be made between June 1, 2013 and August 31, 2013, the second shipment was to be made between September 1, 2013 and November 30, 2013 and the third shipment must be made between December 1, 2013 and March 1, 2014. The Company is discussing with Baker Hughes Oilfield Operations revised shipment dates in light of the delays the Company experienced in obtaining the Environmental Impact Assessment Certificate dated July 4, 2013 from the Environmental Management Agency of Zimbabwe to allow it to commence mining operations for barite.

As a result of the April 22, 2011 Merger, TAG became a wholly-owned subsidiary of the Company. TAG, a U.S. based mineral resource acquisition, exploration and development company, with operations conducted through its operating affiliate, TAG-Z, a fully consolidated variable interest entity of 49% ownership. TAG’s strategy is to identify, acquire and exploit mineral properties that have potential. TAG is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe. TAG-Z intends to commence its own alluvial surface gold mining operations.

F-12

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, majority-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company has adopted the provisions of ASC 810-10-5, “Consolidation of VIEs”. ASC 810-10-5 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIEs residual returns.

TAG Minerals Inc. on April 2, 2011 acquired a 49% interest in TAG – Z for a 33% interest in TAG. The remaining 51% ownership in TAG – Z is held by a Director of the Company, a Zimbabwe resident, Tapiwa Gurupira. TAG – Z will be the operating arm of TAG, initially, with the Company being the primary beneficiary of all the activities of its subsidiary, TAG, and its associated company TAG – Z.F-8

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation (Continued)

TAG Minerals Inc. on January 4, 2011, then amended on April 2, 2011 acquired a 49% interest in TAG – Z for a 33% interest in TAG. The remaining 51% ownership in TAG – Z is held by a Director of the Company, a Zimbabwe resident, Tapiwa Gurupira. TAG – Z will be the operating arm of TAG, initially, with the Company being the primary beneficiary of all the activities of its subsidiary, TAG, and their affiliate company TAG – Z.

As a result of this investment by TAG, TAG – Z has been identified by the Company as a VIE.

~~The~~Mabwe ~~Company~~Minerals asInc. ofon ~~September~~July 3018, ~~2013~~2012, ~~owns~~acquired ~~64.~~a 49% ~~of Mabwe Minerals. The 35.51% noncontrolling~~ interest ~~is reflected~~ in ~~the~~Mabwe ~~condensed~~Minerals ~~consolidated~~Zimbabwe ~~financial~~(PVT) ~~statements.~~LTD ~~This~~(MAB-Z) ~~dilution~~through ~~was due to~~ the ~~private~~issuance ~~placement sale~~ of ~~common stock by its subsidiary~~25, ~~Mabwe Minerals, and stock issued for acquisitions, private placement sales, restructuring and services rendered and to be rendered. Mabwe Minerals issued 2,395,~~000 shares of ~~common stock diluting the interest of~~ Raptor Resources Holdings Inc. ~~from 65.61%~~Series ~~last~~B ~~quarter~~Preferred toConvertible 64Stock.~~49% this quarter. This decline represents a 1.12% decrease in the controlling interest.~~

Each share of the Series B Preferred Convertible Stock is convertible into 50 common shares of Raptor Resources Holdings Inc. and 25 common shares of Mabwe Minerals Inc. both subject to a one year holding period. The remaining 51% ownership in MAB-Z is held by a Director of the Company, a Zimbabwe resident, Tapiwa Gurupira (41%) with the remaining portion owned by Asswell Gurupira (10%). MAB-Z will be the operating arm of Mabwe Minerals Inc., with the Company being the primary beneficiary of all the activities of its subsidiary, Mabwe Minerals Zimbabwe (PVT) LTD.

As a result of this investment by Mabwe Minerals Inc. funded by Preferred Convertible Series B Stock of Raptor Resources Holdings Inc., MAB – Z has been identified by MBMI as a VIE. The value of the Series B Preferred Convertible Stock is $25,000, which is reflected as Goodwill on the Consolidated Balance Sheet at June 30, 2014.

The initial transaction was recorded at cost.

On November 7, 2012 the principals of MAB-Z received approval from the Government of Zimbabwe to form a new parent holding corporation for the purpose of holding MAB-Z and its percentage investment stake in WGB Kinsey & Company (“Kinsey”.) The new company was Mabwe Corporation (PVT) LTD (“MAB-C”.) The new corporation owns 100% of MAB-Z and 25% of Kinsey. MBMI owns a 49% stake in MAB-C the newly formed corporation; the remaining 51% ownership in MAB-C held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (41% ownership), with the remaining portion owned by Asswell Gurupira (10% ownership). MAB-C will be the operating arm of Mabwe Minerals Inc., with Mabwe being the primary beneficiary of all the activities of MAB-C. MAB-C is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.

The Company as of June 30, 2014 owns 64.13% of Mabwe Minerals Inc. The 35.87% noncontrolling interest is reflected in the condensed consolidated financial statements. This dilution was due to the private placement sale of common stock by its subsidiary, Mabwe Minerals Inc., and stock issued for services rendered and to be rendered. Additionally Mabwe issued shares for an equity swap with WGB Kinsey and Co and the 3,000,000 shares for the Baron/Gimbel equity restructuring. Mabwe issued 28,067,642 shares of common stock diluting the interest of Raptor Resources Holdings Inc. from 80.14% at acquisition on June 29, 2012 to 64.13% as of June 30, 2014.

F-9

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation (Continued)

On March 28, 2014, the Company entered into a Purchase Agreement through its affiliate, TAG-Z, whereby TAG-Z acquired 100% of Wimfair Investments (Private) Limited t/a Derbyshire Stone Quarry (“Derbyshire”), a registered Zimbabwean corporation engaged in the production of 10mm stone, 20mm stone, quarry dust, crusher run, river sand (washed), pit sand and decomposed granite. Derbyshire is the largest indigenous sand and stone quarry in the Harare area, located in a prime residential growth zone within close proximity to major road projects. The total purchase price of $1,450,000 was paid in stock and cash. Equity valued at $750,000 was paid in the form of 25 million restricted shares of the Company's treasury stock resulting in no dilution to existing shareholders. A down payment of $100,000 was made on the purchase on February 6, 2014 with the remaining $600,000 to be paid in equal monthly installments which commenced at the April 2014. For the three months ended June 30, 2014 $120,000 has been paid to the former owners of Derbyshire. Derbyshire Stone Quarry was established March 28, 2001.

Noncontrolling Interests

In accordance with ASC 810-10-45, Noncontrolling Interests in ~~Consolidated~~condensed ~~Financial~~consolidated ~~Statements~~financial statements, the Company classifies controlling interests as a component of equity within the balance sheets. The Company has retroactively applied the provisions in ASC 810-10-45 to the financial information for the period ended ~~September~~June 30, ~~2013~~2014. There was no activity from December 2, 2011 through June 30, 2012 in Mabwe ~~Minerals~~, the Company’s majority-owned subsidiary. The Company’s controlling interest was reduced this quarter due to ~~sale~~Mabwe’s ~~of stock through private placement and the~~ issuance of stock for services to be rendered and tothrough beprivate ~~rendered.~~placement cash sale. The noncontrolling interest in Mabwe, on a percentage basis, increased by 10.1205% to 35.5187% ~~in Mabwe Minerals~~. The noncontrolling interest thus ~~increased~~changed to a balance of ($~~218~~430,~~002~~113). The net ~~asset~~loss ~~share~~attributable ofto ~~the~~ noncontrolling interest offor ~~$205,304~~the atsix ~~September~~months ~~30,~~ended ~~2013 was netted with losses of $305,618 compared to a~~ June 30, ~~2013~~2014 ~~net~~was ~~asset share (deficit) of~~ $~~117~~174,~~688~~831.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to derivative liabilities, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

~~F-13~~Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets estimated useful lives as follows: computer and other testing equipment and motor vehicles is depreciated over five years; office furniture and scientific measurement equipment is depreciated over seven years, plant equipment is depreciate of 15 years; buildings are depreciated over thirty years; land is not depreciated. Repairs and maintenance of a routine nature are charged as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Assets acquired in the Derbyshire purchase were recorded at the estimated fair value with estimated useful lives at the time of the purchase.

F-10

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~2 ~~2013~~- SUMMARY ~~AND~~OF ~~2012~~SIGNIFICANT ACCOUNTING POLICIES (~~UNAUDITED~~CONTINUED)

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents. Any amounts of cash in financial institutions over FDIC insured limits, exposes the Company to cash concentration risk.

Fair Value of Financial Instruments (other than Derivative Financial Instruments)

The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.

Convertible Debenture and Beneficial Conversion Feature

If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount. In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the straight-line method, which approximates the effective interest method.

Derivative Financial Instruments

In accounting for non-conventional convertible debt, the Company bifurcates its embedded derivative instruments. The Company’s derivative financial instruments consist of embedded derivatives related to non-conventional debentures entered into with certain investors. These embedded instruments related to the debenture include the conversion feature, liquidated damages related to registration rights and default provisions. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related warrants at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value will be recorded as non-operating, non-cash income or expense at each reporting period. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivative is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income.

Cash

Research and Development

The Company annually incurs costs on activities that relate to research and development of new technology and products. Research and development costs are expensed as incurred. Certain of these costs would be reduced by government grants and investment tax credits where applicable. ~~The Company has expensed its payments in connection with the license agreement as research and development costs.~~

~~Income Taxes~~F-11

~~Under~~Table ASC 740 the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of ~~assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.~~Contents

Uncertainty in Income Taxes

Under ASC 740-10-25 recognition and measurement of uncertain income tax positions is required using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis and has determined that as of September 30, 2013 no additional accrual for income taxes is necessary.

Advertising Costs

The Company expenses the costs associated with advertising as incurred. Advertising expenses for the three and nine months ended September 30, 2013 and 2012 are included in professional, consulting and marketing fees in the condensed consolidated statements of operations.

Fixed Assets

Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets; computer equipment – 3-5 years, and machinery - 5 years.

When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments.

F-14

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~AN EXPLORATION STAGE COMPANY~~UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Impairment~~Revenue ~~or Disposal of Long-Lived Assets~~Recognition

The Company ~~reviews~~records ~~its~~revenues ~~long-lived~~when ~~assets~~the ~~and~~following ~~certain~~criteria ~~related~~were ~~intangibles~~met: ~~for~~(i) ~~impairment~~persuasive ~~periodically,~~evidence ~~and~~of ~~whenever~~an ~~events~~arrangement orexists; ~~changes~~(ii) indelivery ~~circumstances~~has ~~indicate~~occurred; ~~that~~(iii) the ~~carrying~~price ~~amount~~to ofthe ancustomer ~~asset~~is ~~may~~fixed ~~not~~or bedeterminable; ~~fully~~and ~~recoverable~~(iv) collection of the sales price is reasonably assured. ~~When~~Delivery ~~necessary,~~occurs ~~impaired~~when ~~assets~~goods are ~~written~~shipped ~~down~~and totitle ~~estimated~~and ~~fair~~risk ~~value~~of ~~based~~loss onhave ~~the~~passed ~~best~~to ~~information~~the ~~available~~customer. ~~Estimated~~Revenue ~~fair~~is ~~value~~deferred in all instances where the earnings process is ~~generally~~incomplete. The ~~based~~Company onrecognized ~~either~~revenue ~~appraised~~from ~~value~~distribution orsales ~~measured~~when byall ~~discounting~~contingencies ~~estimated~~were ~~future~~satisfied ~~cash~~and ~~flows. Considerable~~upon ~~management~~persuasive ~~judgment~~evidence isof ~~necessary~~a sale to ~~estimate~~end ~~discounted~~users ~~future~~until ~~cash~~such ~~flows. Accordingly,~~time ~~actual~~that ~~results~~historical ~~could~~sell ~~vary~~through ~~significantly~~ratios ~~from~~had ~~such~~been ~~estimates~~developed. ~~There~~Payments ~~were~~received nobefore ~~assets~~all ~~that~~of ~~were~~the ~~considered~~relevant tocriteria befor ~~impaired~~revenue recognition were satisfied were recorded as ofdeferred ~~September~~revenue ~~30,~~in ~~2013~~the ~~and~~accompanying ~~December~~consolidated ~~31,~~balance ~~2012~~sheets. All revenues were reported net of any sales discounts or taxes.

Due to the purchase of Derbyshire, the Company beginning March 27, 2014, has recorded revenues and believes those revenues to be significant enough to cease exploration stage as a full production stage company.

Unearned Revenue

As an Exploration Stage company, MAB-Z has yet to realize its first shipment of barite. This shipment to an agreed upon FOB point is the primary hurdle in our recognizing revenue by completing the earning process on the purchase order that was submitted by Steinbock in the third quarter of this year. A second purchase order was issued by Steinbock in December of this year for 10,000 tons of barite but has not been billed by the Company. Mainly, this delay is due to MAB-Z’s desire to refine the current mineral extraction to a sufficiently high grade of Barite in order to obtain a more beneficial price at market. Further delaying the process and adding cost to the process is the search and testing of equipment necessary for further refinement. Under the terms of the initial purchase order the Steinbock is to pay half of the face value upon delivery of the invoice. As of June 30, 2014, half of the initial purchase order was paid in the amount of $105,000, with the second half due upon a vessel being loaded in Beira. This amount will be recorded as revenue once the 2,000 tons of minerals are delivered to the buyer. The second purchase order requires MAB-Z to successfully produce the ordered quantity of 10,000 tons after the jigging operations have been completed to receive the first half of the payment, and the second half to be paid upon a vessel being loaded in Beira.

At the time of the Derbyshire purchase there was a minor amount of advance payments from customers where product risk of loss had not been transferred to the customer. These amounts have been reflected in unearned revenue.

Inventory

Inventories, including stockpiles and mineralized material are carried at the lower of cost or net realizable value. Cost is comprised of production costs for mineralized material produced and processed. Production costs include the costs of materials, costs of processing, refinement, extraction, direct labor, mine site and processing facility overhead costs and site development cost, depreciation, depletion and amortization. The inventory currently recorded on the balance sheet is the result of the Derbyshire purchase and was recorded at net realizable value.

In-process Inventories - In-process inventories represent mineralized materials that are currently in the process of being converted to a certifiable lot of saleable product through the extraction and/or refinement process. The value of in-process material is measured based on assays of the material fed into the process and the projected recoveries of material. In-process inventories are valued at the average cost of the material extracted along with all other necessary cost to feed into the process attributable to the source material coming from the mines and/or stockpiles plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

F-12

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventory (continued)

Finished Goods Inventories - Finished goods inventories include minerals that are certified in quantifiable lots or are otherwise quantified in determinable stockpiles that require no further processing or capital expenditure other than loading and transport related activities from to transfer title or complete the earnings cycle. These minerals are valued per lot at the average cost of their production.

Cost of Sales- The current cost of sales expense that is recorded on the condensed consolidated statements of operations for the period ended June 30, 2014 is solely related to the continuing operations of Derbyshire. It is management’s assertion that the activities being performed at the Derbyshire site and at Dodge Mines though similar in nature they should be dissimilar in treatment. As previously asserted the Dodge Mine costs incurred are in support of a segment of the business which has yet to generate any revenue and thus far all associated expenses have been expensed as incurred. As related to the Dodge Mine operation, sufficient cost models cannot be developed to determine any reasonable matching of these costs to future revenues nor surety that any revenue would be recognized in the future, though it is the strong belief of management that these revenues will be realized.

Activities that have a direct and very high correlation to the level of sales activity have been classified as cost of sales. These activities that involve the effort and expense of extracting, transporting and preparing product to salable condition to end users include the costs associated with drilling, blasting, loading, hauling, diesel fuel expense (related directly with vehicle and equipment needed to prepare product to a salable location and condition), plant maintenance and electricity (not a material amount plant expense.)

Stockpile reserves

Stockpiles represent mineralized material and other salable product that has been extracted from the mine and is available for further processing. Stockpiles are measured by estimating the number of tons added and removed from the stockpile. Stockpile tonnages are verified by periodic surveys. Costs are allocated to stockpiles based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the material, including applicable overhead, depreciation, and depletion relating to mining operations, and removed at each stockpile’s average cost per ton. As of June 30, 2014, MAB-Z had approximately 5,000 tons in stockpile. We believe that based on several factors that the associated extraction costs for MAB-Z would best be reflected in the financial statements as representing no certain future net realizable value.

MAB-Z is extracting API grade barite from the Dodge Mine site and as requested and desired by our master distributor we are actively in the process of trying to obtain necessary equipment whereby we may further refine the mineral to be able to attain and sell chemical grade barite. The additional process crushes and sifts the extracted barite and allows for the removal of silica. The added step involves the process of jigging which separates particles in the raw barite based on specific gravity. This additional step in the process involves a large outlay of capital to acquire additional machinery to further refine our extraction and sift out unwanted minerals.

Stockpiles for Derbyshire are measured in cubic meters. The two processes have difference sales structures therefore they are valued differently as raw materials and finished goods inventory. For the period ended June 30, 2014, Derbyshire higher at in excess of 17,000 cubic meters of materials inventory.

F-13

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stockpile reserves (Continued)

Consolidated Invnetory Values
Valued at Balance Sheet Date June 30, 2014

	Derbyshire		MAB-Z (1)
Raw Materials	$	31,500	$	-
Finished Goods		254,196		-
Consumables		13,749		-

Total Inventory	$	299,445	$	-

(1) MAB-Z has no capitalized inventory for periods shown

Extraction Cost

Extraction costs consist of the direct expenses of mineral removal from the established site. These costs include drilling, blasting, the loading, hauling and management of stockpiles and waste by-product, mineral refinement and excavation. These direct costs are directly associated with the production of saleable material and the increase of stockpile reserves.

Site Development Cost

Site development costs consist of labor, surveying, mapping, engineering, other site development and licensing as well as any development costs necessary to prepare site Dodge Mine Blocks 1-6 for mining operations.

Income Taxes

The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the ~~condensed~~ consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates for the periods in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company records a valuation allowance if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. In determining the possible realization of deferred tax assets, the Company considers future taxable income from the following sources: (i) the reversal of taxable temporary differences, (ii) taxable income from future operations and (iii) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into periods in which net operating losses might otherwise expire.

The Company also recognizes the income tax effect of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If recognized, the tax portion of the adjustment would affect the effective tax rate.

~~(Loss) Per Share Attributable to Common Shareholders of the Company~~F-14

~~Basic~~Table ~~net (loss) per common share is computed using the weighted average number~~ of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share on the condensed consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.Contents

F-15

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~The~~Income ~~following~~Taxes ~~is a reconciliation of the computation for basic and diluted EPS:~~(Continued)

					Cumulative
					Totals since
	September 30,		September 30,		14-Jan-98
	2013		2012		(Inception)
Net loss attributed to common shares	$	(1,728,977)	$	(757,886)	$	(14,480,392)
Weighted-average common shares Outstanding (Basic)		384,206,456		381,479,578		101,971,842
Weighted-average common stock
Equivalents
Convertible Notes		6,990,000		10,190,000		10,190,000
Preferred Stock (Series B) (Convertible into Common)		63,100,000		54,600,000		-
Warrants		30,457,900		30,457,900		28,886,066
Weighted-average commons shares Outstanding (Diluted)		484,754,356		476,727,478		141,047,908

Uncertainty in Income Taxes

The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes. This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2008, and they evaluate their tax positions on an annual basis. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception.

The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. ~~The~~Tax ~~tax~~returns ~~years for 2009 to 2012~~ remain open for ~~examination~~three byyears ~~federal~~from ~~and/or~~the ~~state~~date the tax ~~jurisdictions~~returns are filed. The Company is currently not under examination by any other tax jurisdictions for any tax year.

Compensated ~~Goodwill~~Absences

Effective July 18, 2012, Mabwe Minerals acquired a 49% interest of Mabwe Minerals Zimbabwe (PVT) LTD (“MAB-Z”) for 25,000 shares of Series B Convertible Preferred Stock of Raptor Resources Holdings Inc. The ~~value of this transaction was $25,000 resulted in the~~ Company ~~recording~~does ~~goodwill~~not ascurrently ~~part~~have ofa ~~the~~policy ~~purchase~~concerning ~~transaction.~~due MAB-Z is the operating arm of the Company and at the time of the purchase its net assets consisted chiefly of mining rights associated with the main line of business of the company. Management periodically assess qualitative factors to ~~determine whether~~ the ~~existence~~fact ~~of events or circumstances leads to a determination~~ that itfull istime ~~more~~employee ~~likely~~exist ~~than~~under ~~not that the fair value of~~ a ~~reporting~~time ~~unit~~based iscompensation ~~less than its carrying amount~~agreement. ~~At December 31, 2012, management has determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount and thus no need to adjust for impairment.~~

Impairment or Disposal of Long-Lived Assets

The Company reviews its long-lived assets and certain related intangibles for impairment periodically, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. There were no assets that were considered to be impaired as of June 30, 2014 and December 31, 2013.

Asset Retirement Obligations

The Company’s mining and exploration activities are subject to the laws and regulations of the nation of Zimbabwe in respect to governing the protection and restoration of the environment. These laws and regulations are subject to change, possibly resulting in more restrictive measures. The Company conducts its operations so as to protect the public health and environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

As a result of mining operations the Company has recognized an Asset Retirement obligation asset and liability as prescribed by ACS 410 Asset Retirement and Environmental Obligations. Based on reasonable estimates the Company has set up a reserve to restore the local environment based on extraction activity. Each period in which mining activities occur a portion of the current extraction cost will be recorded as an asset and a liability in the current period.

Estimated future reclamation costs are based principally on traditional estimates to comply with legal and regulatory requirements. At June 30, 2014 and December 31, 2013, $83,350 and $0, respectively were recognized were accrued for reclamation costs relating to currently or recently producing mineral properties in accordance with asset retirement obligation guidance. The current portions of $83,350 and $0 at June 30, 2014 and December 31, 2013, respectively, are included in Asset Retirement Obligation-Mining Rights.

F-15

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising Costs

The Company expenses the costs associated with advertising as incurred. The Company expenses the advertising costs in professional, consulting and marketing fees in the consolidated statements of operations. There were no such costs for the three and six months ended June 30, 2014 and 2013.

Segment Information

The Company follows the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company operates in one reporting segments, mining activities.

Stock-Based Compensation

The Company accounts for stock-based compensation at fair value using the Black-Scholes Option pricing model. All stock-based compensation cost is measured at the grant date using the Black-Sholes Option Pricing Model, based on the fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate that the Company presently uses is 10%.

There was no stock based compensation recognized for the three and six months ended June 30, 2014 and 2013, respectively. The only common stock equivalents issued by the Company in periods presented were warrants issued with common stock in an equity financing. The warrants have equity classification.

F-16

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~AN EXPLORATION STAGE COMPANY~~UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(Loss) Per Share of Common Stock

Basic net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants as well as stock issuable upon the conversion of preferred stock and convertible notes. Common stock equivalents were not included in the computation of diluted earnings per share on the consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.

The following is a reconciliation of the computation for basic and diluted EPS:

	June 30, 2014				June 30, 2013

Net loss attributed to common shares		$	(391,570	)		$	(894,591	)

Weighted-average common shares Outstanding (Basic)			384,286,566				384,206,456
Weighted-average common stock
Equivalents
Convertible Notes			6,990,000				6,990,000
Preferred Stock (Series B) (Convertible into Common)			68,100,000				59,350,000
Warrants			28,886,066				30,457,900

Weighted-average commons shares Outstanding (Diluted)			488,262,632				481,004,356

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital. For common stock issuances to non-employees that are fully vested and are for future periods, the Company classifies these issuances as prepaid expenses and expenses the prepaid expenses over the service period.

Equity Method Investments

Equity method investments are accounted for under ASC 323. In accordance with the ASC, these investments will be maintained at fair value, and increased or decreased based upon the net income or loss of the investee as well as any contributions made and dividends paid.

Subsequent Events

In accordance with ASC 855 “Subsequent Events”, the Company is required to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or the date the financial statements were available to be issued.

~~Revenue Recognition~~F-17

~~Prior~~Table ~~to the change in business, the Company recorded revenues when the following criteria were met: (i) persuasive evidence~~ of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss have passed to the customer. Revenue is deferred in all instances where the earnings process is incomplete. The Company will recognize revenue from sales when all contingencies contained in agreements are satisfied and risk of loss is transferred to shipper or other agent of consignee. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as deferred revenue in the accompanying condensed consolidated balance sheets. Revenues and costs of revenues from contracts are recognized during the period in which the service was performed.Contents

~~Since~~RAPTOR ~~the~~RESOURCES ~~Company~~HOLDINGS ~~entered the Exploration Stage, no revenues have been recorded~~INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill

Effective July 18, 2012, MBMI acquired a 49% interest of Mabwe Minerals Zimbabwe (PVT) LTD (MAB-Z) for 25,000 shares of Series B Convertible Preferred Stock of Raptor Resources Holdings Inc. The value of this transaction was $25,000 resulted in the Company recording Goodwill as part of the purchase transaction. MAB-Z is the operating arm of MBMI and at the time of the purchase its net assets consisted chiefly of mining rights associated with the main line of business of the Company.

On March 28, 2014, the Company entered into a Purchase Agreement through its affiliate, TAG-Z, whereby TAG-Z acquired 100% of Wimfair Investments (Private) Limited t/a Derbyshire Stone Quarry (“Derbyshire”). The total purchase price of $1,450,000 was paid in stock and cash. Equity valued at $750,000 was paid in the form of 25 million restricted shares of the Company's treasury stock resulting in no dilution to existing shareholders. A down payment of $100,000 was made on the purchase on February 6, 2014 with the remaining $600,000 to be paid in equal monthly installments which commenced April 30, 2014. For the six months ended June 30, 2014 the unpaid balance was $480,000.

Management periodically assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. At June 30, 2014, management has determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount and thus no need to adjust for impairment.

Recent Accounting Pronouncements

~~There~~During ~~have~~June ~~been~~2014, nothe ~~recent~~FASB ~~accounting~~issued ~~pronouncements~~an orAccounting ~~changes~~Standards inUpdate ~~accounting~~No. ~~pronouncements~~2014-10, ~~during~~"Development ~~the~~Stage ~~three~~Entities ~~and~~(Topic ~~nine~~915) ~~months~~- ~~ended~~Elimination ~~September~~of 30Certain Financial Reporting Requirements, ~~2013~~Including an Amendment to Variable Interest Entities Guidance in Topic 810, asConsolidation ~~compared~~("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the ~~recent~~cost ~~accounting~~and ~~pronouncements~~complexity ~~disclosed~~associated inwith the ~~Company’s~~incremental ~~Annual~~reporting ~~Report~~requirements onfor ~~Form~~development 10stage entities. ASU 2014-K10 ~~that~~is ~~are~~effective offor ~~material~~annual ~~significance,~~reporting orperiods ~~have~~beginning ~~potential~~after ~~material~~December ~~significance~~15, 2014, and interim periods therein. Since the Company emerged from the exploration stage prior to the update being approved, ASU 2014-10, has no effect on the Company’s financial statements.

During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements.

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s condensed consolidated financial statements.

There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

F-18

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - FIXED ASSETS AND MINING RIGHTS

Fixed Assets:

Fixed assets as of ~~September~~June 30, ~~2013~~2014 ~~(unaudited)~~ and December 31, ~~2012~~2013 were as follows:

	Estimated		~~(Unaudited)~~
	Useful Lives		September 30,			December 31,
	Useful Lives (Years)		June 30, 2014				December 31, 2013
	(Years)		2013			2012
Plant Equip		15		$	406,285			$	-
Computer Equipment		3-5	$	0		$	2,476
Plant		30			233,334				-
Machinery		5		6,800			6,800
Land		n/a			100,000				-
				6,800			9,276
Motor Vehicles		5			32,675				-
Less: accumulated depreciation				(2,380)			(3,093)
Machinery		5			12,376				12,376.00
Fixed assets, net			$	4,420		$	6,183
Computer Equipment		3-5			11,136				2,476.00
Office Furniture & Equipment		7			4,999				-
Other		5			311				-
					801,116				14,852
Less: accumulated depreciation					(23,017	)			(5,262	)
Fixed assets, net				$	778,099			$	9,590

There was $117,~~763~~754 and $21,~~134~~423 charged to operations for depreciation expense for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. All increases in assets were the result of the purchase of Derbyshire by TAG-Z.

F-17

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 3 - FIXED ASSETS AND MINING RIGHTS (CONTINUED)

Mining Rights:

On ~~September~~January 196, ~~2011~~2014, ~~TAG~~MAB-Z, ~~entered~~completed ~~into a Sale of Shares Agreement whereby TAG-Z paid $433,000 in installments through November 30, 2012 for 100% of~~ the ~~Dodge~~process ~~Mine~~to ~~blocks~~acquire ~~1-6, located in Zimbabwe. The property consists of three hydrothermal mountains representing 123 hectares containing multiple deposits of superior grade barite, limestone and talc based on~~ the ~~drilling~~mineral ~~reports that management received from the previous owner of the Dodge mine blocks. Along with the purchase of the Dodge Mine blocks 1-6, TAG-Z received 50% of the issued~~ and ~~outstanding~~metal ~~shares~~rights ofto ~~common~~110 ~~stock~~hectares ~~of Chiroswa Minerals~~ (~~PVT)~~272 ~~Limited (“Chiroswa”~~acres), ancontiguous ~~inactive~~with ~~company originally formed to conduct mining operations on the~~ Dodge ~~Mine~~Mines. ~~Since Chiroswa is an inactive company, TAG~~MAB-Z ~~has~~acquired ~~canceled~~these ~~the~~additional ~~Chiroswa~~rights ~~shares~~from ~~it received under~~ the ~~Sale~~Zimbabwean Minister of ~~Share~~Mining ~~Agreement~~at ~~and~~no ~~intends~~additional tocost ~~conduct~~over ~~mining~~registration ~~operations on the Dodge blocks itself~~fees.

On ~~June~~September 119, ~~2012~~2011, TAG-Z, entered into a ~~contract~~Sale ~~renegotiation with the owner~~ of ~~Dodge~~Shares ~~Mines Blocks 1-6~~Agreement, ~~Chiroswa Syndicate~~whereby, ~~related~~TAG-Z was to ~~the~~pay ~~previous agreement for the~~ $433,000 in ~~installment~~installments ~~payments~~through November 30, 2012 for 100% of the Dodge Mine blocks 1-6, located in Zimbabwe. ~~Under~~The ~~amended~~property ~~terms~~consists of ~~the~~three ~~contract~~hydrothermal ~~Chiroswa~~mountains ~~accepted~~representing ~~45,000~~123 ~~shares~~hectares ofcontaining ~~the~~multiple ~~Company's~~deposits ~~Preferred~~of ~~Convertible~~superior ~~Series~~grade Bbarite, ~~stock~~limestone ~~(each~~and ~~share~~talc isbased ~~convertible~~on ~~into~~the 50drilling ~~shares~~reports ofthat ~~Common~~management ~~Stock~~received offrom ~~Raptor~~the ~~Resources~~previous ~~Holdings~~owner ~~Inc. (RRHI) and 25 shares Common Stock~~ of ~~majority~~the ~~owned~~Dodge ~~Mabwe~~mine ~~Minerals Inc~~blocks. ~~(MBMI)).~~Along ~~The~~with ~~deal~~the ~~was~~purchase ~~secured~~of ~~with~~the aDodge ~~$3,000~~Mine ~~down~~blocks ~~payment~~1-6 ~~with~~from ~~$27~~Chiroswa Syndicate,~~000~~ ~~due~~TAG-Z ~~upon~~received ~~the~~50% ~~retitling~~ of the ~~Dodge~~issued ~~Mine~~and ~~blocks~~outstanding ~~1-6~~shares ~~into~~of ~~the~~common ~~Name~~stock of ~~Mabwe~~Chiroswa Minerals ~~Zimbabwe~~ (PVT) Limited (~~MAB-Z~~“Chiroswa”)., Anan ~~additional~~inactive ~~$30,000~~company ~~will~~originally beformed ~~paid~~to inconduct ~~five~~mining ~~equal~~operations ~~monthly~~on ~~installments~~the ~~that~~Dodge ~~commenced~~Mine. ~~October~~Since 1Chiroswa is an inactive company, ~~2012.~~TAG-Z ~~This~~has ~~transaction~~canceled ~~resulted~~the inChiroswa shares it received under the ~~forgiveness~~Sale of ~~$132,917~~Share ofAgreement and intends to conduct mining operations on the ~~debt~~Dodge ~~owed~~blocks itself.

~~With~~On ~~the~~June ~~acquisition~~1, of2012 ~~MAB-Z~~ the ~~chief~~Company ~~revenue~~entered ~~producing~~into ~~asset~~a ofcontract ~~mining~~renegotiation ~~rights~~with of the owner of Dodge ~~Mine~~Mines Blocks 1-6, ~~and~~Chiroswa ~~the~~Syndicate, ~~associated~~related ~~note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z~~ to ~~MAB-Z~~the aprevious ~~fully~~agreement ~~consolidated~~for ~~variable~~the ~~interest entity of Mabwe Minerals Inc.~~$433,000 ~~majority~~in ~~owned~~installment ~~subsidiary~~payments of ~~Raptor Resources Holdings Inc., The value transferred to MAB-Z for~~ the ~~Mining rights of~~ Dodge Mine blocks 1-6, ~~has~~located ain ~~book~~Zimbabwe. ~~value~~Under ofamended ~~$433,000~~terms ~~offset~~of bythe acontract ~~note~~Chiroswa ~~payable~~accepted ~~$57~~45,000 atshares ~~the time~~ of ~~transfer.~~the ~~This~~Company's ~~value~~Preferred ofConvertible ~~$376,000~~Series inB ~~related~~stock ~~party~~(each ~~loans~~share is ~~further~~convertible ~~offset~~into by50 ~~net~~shares ~~payment~~ of ~~expenses~~Common ~~incurred~~Stock ~~by and paid on behalf~~ of ~~consolidating parent~~ Raptor Resources Holdings Inc. ~~Though~~(RRHI) ~~the~~and ~~balance~~25 inshares ~~the~~Common ~~related~~Stock ~~party payable is nearly identical to that~~ of ~~the~~majority ~~Dodge~~owned ~~Mine~~Mabwe ~~Blocks~~Minerals ~~Net~~Inc. ~~asset there have been several invoices flow through the account in either direction they nearly zero out~~(MBMI)). The ~~Note~~deal ~~Payable for the Dodge Mines at June 30, 2013~~ was ~~paid~~secured inwith ~~full~~$27,000 asdue upon the ~~Company~~retitling ~~paid~~of ~~$13,500 during~~ the ~~six~~Dodge ~~months~~Mine ~~ended~~blocks ~~June~~1-6 ~~30,~~into ~~2013.~~the ~~Also~~Name inof ~~this~~Mabwe ~~related~~Minerals ~~party~~Zimbabwe ~~activity~~(PVT) isLimited ~~the~~(MAB-Z). ~~charge~~The ~~for~~additional ~~the 25~~$30,000 ~~shares~~will ofbe ~~stock~~paid ~~that~~in ~~were~~installments ~~issued~~commencing byOctober ~~Raptor~~1, ~~Resources Holdings Inc~~2012.to ~~acquire MAB-Z.~~ This transaction ~~has also~~ resulted in ~~recording of Goodwill on~~ the ~~books~~forgiveness of ~~MAB-Z~~$132,917 ~~as the value~~ of the ~~25,000~~ ~~shares~~debt ~~of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc~~owed. ~~has a value of $25,000.~~

F-1819

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 3 - FIXED ASSETS AND MINING RIGHTS (CONTINUED)

Mining Rights (~~continued~~Continued):

OnWith ~~May~~the ~~13,~~acquisition ~~2013,~~of MAB-Z ~~entered~~the ~~into~~chief arevenue 20producing ~~year~~asset ~~agreement~~of ~~with~~mining ~~Ettie~~rights ~~Magadzire, owner~~ of ~~Palm~~the ~~Grove~~Dodge ~~Farm~~Mine ~~whereby~~Blocks ~~rights~~1-6 ofand ~~unrestricted~~the ~~access~~associated tonote ~~claims~~payable ofwere ~~MAB-Z~~transferred ~~were~~from ~~granted~~fully ~~(“Land~~consolidated ~~Lease~~subsidiary ~~Agreement”).~~of ~~Magadzire~~Raptor ~~possessing~~Resources ~~surface~~Holdings ~~rights~~Inc. TAG-Z to ~~the~~MAB-Z ~~property~~a onfully ~~which~~consolidated ~~the~~variable ~~claims~~interest ~~were~~entity ~~located~~of ~~under~~Mabwe ~~this~~Minerals ~~agreement~~Inc., ~~conveyed~~a ~~the~~majority ~~right~~owned subsidiary of ~~use~~Raptor ~~for~~Resources ~~MAB-Z~~Holdings ~~to explore~~Inc., ~~test,~~The ~~sample,~~value ~~verify,~~transferred ~~assess~~to ~~the~~MAB-Z ~~full~~for ~~nature~~the ~~and~~Mining ~~extent~~rights of ~~the~~Dodge ~~deposit,~~Mine ~~and~~blocks to1-6 ~~develop~~has ~~the~~a ~~mineral~~book ~~resources~~value of ~~aforesaid~~$433,000 ~~claims.~~offset Inby ~~consideration~~a ~~for~~note ~~those~~payable ~~rights~~$57,000 at the ~~Company~~time ~~agreed~~of totransfer. ~~pay~~This tovalue ~~Magadzire~~of $70376,000 ~~payable~~in ~~quarterly~~related inparty ~~arrears~~loans ~~after~~is ~~the~~further ~~first~~offset ~~annual~~by ~~installment~~net ispayment of expenses incurred by and paid inon ~~the~~behalf ~~following~~of ~~manner:~~consolidating ~~(a)~~parent ~~$17,500~~Raptor ~~payable~~Resources inHoldings ~~$5,000~~Inc. ~~cash~~Though ~~(paid),~~the ~~$5,000~~balance ~~for~~in athe ~~vehicle~~related ~~(paid~~party bypayable ais ~~director~~nearly identical to that of the ~~Company~~Dodge ~~and~~Mine ~~included~~Blocks inNet ~~related~~asset ~~party~~there ~~payable)~~have ~~and~~been ~~$7,500~~several ininvoices ~~fuel~~flow ~~(paid);~~through ~~(b)~~the ~~$17,500~~account ~~payable~~in ~~six~~either ~~months~~direction ~~after~~they ~~commencement~~nearly zero out. The value of ~~mining~~the ~~operations~~Note atPayable for the ~~Claims;~~Dodge ~~(c)~~Mines ~~$17~~at December 31,~~500~~ ~~payable~~2013 ~~nine~~was ~~months~~$0. ~~after~~Also ~~commencement~~in ofthis ~~mining~~related ~~operations;~~party ~~and~~activity ~~(d)~~is ~~$17,500~~the ~~payable~~charge ~~one-year~~for ~~after~~the ~~commencement~~25,000 shares of ~~mining~~stock ~~operations.~~that ~~Then~~were ~~payments~~issued by Raptor Resources Holdings Inc. to acquire MAB-Z. ~~will~~This betransaction ~~made~~has also resulted in ~~quarterly~~recording ~~installments~~of Goodwill on the books of ~~$17~~MAB-Z,~~500~~ ~~(or~~as ~~$70~~the value of the 25,000 ~~per~~shares ~~year).~~of ~~The~~Series ~~agreement~~B Preferred Convertible Stock of RRHI has a ~~total~~ value of $125,~~400,~~000.

NOTE 4 - ~~CONVERTIBLE~~ Asset ~~NOTES~~Retirement Obligation

As ~~Original~~of ~~Noteholders~~June 30, 2014 and December 31, 2013, the Company had the following asset and liability position recorded for reclamation relative to mining activities at the Dodge Mine:

In April and May 2007, the Company issued 5% Senior Convertible Three Year Notes to investors in the amount of $2,526,500, which equaled the gross proceeds raised by the Company (the “Convertible Notes”). The Convertible Notes are convertible to shares of the Company’s common stock anytime in the three-year period at a fixed conversion price of $.15. The Convertible Notes will convert into 16,843,333 shares of the Company’s common stock. In May 2009, convertible notes of $125,000 were converted, at a fixed conversion rate of $.15 per share, into 833,334 shares of common stock. This conversion reduced the outstanding principal to a balance of $2,401,500. In an effort to reduce the liabilities of the Company, on July 1, 2010 the Company offered Convertible Note holders the opportunity to convert their Convertible Notes to common stock at $0.05 per share including any and all outstanding interest that has been accrued from the original $0.15 conversion price.

	June 30,		December 31,
	2014		2013

Long-term reclamation liability - beginning of period	$	-	$	-
Additional obligations incurred		83,350		-
Accretion of reclamation liability		-		-
Long-term reclamation liability - end of period	$	83,350	$	-

Following is a reconciliation of the aggregate retirement obligation asset associated with our reclamation plan for our mining projects:

	June 30,		December 31,
		2014		2013
Retirement obligation asset - beginning of period	$	-	$	-
Additional obligations incurred		83,350		-
Amortization of retirement obligation asset		-		-
Retirement obligation asset- end of period	$	83,350	$	-

In addition, the Company offered to reset the exercise price of the warrants that were issued with the Convertible Notes to $0.075 from $0.15 and $0.25 and extend the warrants for a further three years from the original date of issue for all warrant holders.F-20

~~Approximately 90%~~Table of Convertible Note holders have agreed to accept the terms of the conversion. Through September 30, 2010, Convertible Notes of $2,117,000, including $404,413 of accrued interest was converted to 42,340,000 shares of common stock. This conversion reduced the outstanding principal balance to a balance of $409,500. The Company determined that there was no material modification to the debt instrument under ASC 47-50-40, as the embedded conversion option immediately before and after the modification of the debt instrument was under the 10% threshold.Contents

F-19

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~ NOTE ~~30,~~5 ~~2013~~- CONVERTIBLE ~~AND 2012 (UNAUDITED)~~NOTES

~~NOTE~~Original ~~4 - CONVERTIBLE NOTES (CONTINUED)~~Noteholders

~~The~~In ~~convertible~~April ~~note~~and ~~holders~~May ~~received~~2007, 6the Company issued 5% Senior Convertible three Year Notes to investors in the amount of $2,~~737~~526,~~333~~500, ~~detachable~~which ~~warrants~~equaled ~~with~~the ~~their~~gross ~~notes~~proceeds raised by the Company (the “Convertible Notes”). The ~~warrants~~Convertible ~~were~~Notes ~~exercisable~~are ~~for~~convertible ~~five~~to ~~years~~shares of the Company’s common stock anytime in the three-year period at ana ~~exercise~~fixed conversion price of $.2515. The ~~Placement~~Convertible ~~Agent~~Notes ~~received~~will 2convert into 16,~~947~~843,~~583~~333 ~~exercisable~~shares of the Company’s common stock. In May 2009, convertible notes of $125,000 were converted, at a fixed conversion rate of $.2515 ~~for~~per ~~five~~share, ~~years.~~into ~~The~~833,334 ~~Company~~shares ~~separately~~of ~~valued~~common stock. This conversion reduced the ~~warrants~~outstanding atprincipal to a balance of $~~513~~2,~~132~~401,500. ~~and~~In ~~recorded~~an aeffort ~~debt~~to ~~discount~~reduce inthe ~~that~~liabilities ~~amount~~of ~~which~~the isCompany, ~~being~~on ~~amortized~~July to1, ~~interest~~2010 ~~expense~~the ~~over~~Company offered noteholders the ~~three-year~~opportunity ~~Convertible~~to convert their Notes ~~period~~to common stock at $0.05 ~~The~~per ~~Company~~share ~~has~~including ~~recorded~~any anand ~~additional~~all ~~discount~~outstanding ofinterest ~~$505,300~~that ashas ~~the~~been ~~value~~accrued offrom the ~~beneficial~~original $0.15 conversion ~~option~~price.

In addition, the Company offered to reset the exercise price of the warrants that were issued with the Notes to $0.075 from $0.15 and $0.25 and extend the warrants for a further three years from the original date of issue for all warrant holders.

Approximately 90% of noteholders have agreed to accept the terms of the conversion. Through June 30, 2010, convertible notes of $2,117,000, including $404,413 of accrued interest was converted to 42,340,000 shares of common stock. This conversion reduced the outstanding principal balance to a balance of $409,500. The Company determined that there was no material modification to the debt instrument under ASC 47-50-40, as the embedded conversion option immediately before and after the modification of the debt instrument was under the 10% threshold.

The convertible noteholders received 6,737,333 detachable warrants with their notes. The warrants were exercisable for 5 years at an exercise price of $.25. The Placement Agent received 2,947,583 exercisable at $.25 for 5 years. The Company separately valued the warrants at $513,132, and recorded a debt discount in that amount which is being amortized to interest expense over the three-year Convertible Notes period. The Company has recorded an additional discount of $505,300 as the value of the beneficial conversion option.

Proceeds of the $2,526,500 were allocated as follows:

i) Convertible Notes - $2,013,368; and

ii) Warrants (also Debt Discount) - $513,132

The debt discount of $1,018,432 was amortized using the effective interest method over the life of the Convertible Notes of three years. As part of the transaction, the Company incurred $292,190 of debt issuance costs.

On December 28, 2012, one of the ~~Convertible~~note ~~Noteholders~~holders signed their notice of conversion to convert $60,000 in principal and accrued interest in the amount of $28,110 for 1,500,000 shares of common stock in the amount of $75,000 ($0.05 conversion price). The transaction resulted in a gain of $13,110 on conversion. The transaction was reflected in the financial statements for 2012 as the conversion notice was dated December 28, 2012. The share certificate was not issued until January 31, 2013.

Interest expense on the Original Noteholders Convertible Notes for the ~~three~~years ~~and nine months~~ ended ~~September~~December 3031, 2013 and 2012 was $834,~~816~~950 and $2640,~~141 compared to $10~~950,~~293~~ ~~and 30,657~~respectively ~~for the same period in 2012~~ and $~~217~~226,~~500~~309 is accrued at ~~September~~December 3031, 2013. A total of $404,413 of accrued interest was converted into common stock at the time of the ~~Convertible~~note ~~Note~~ conversions in 2010 and 2011.

As a result of the Company’s failure to timely pay the interest in May 2009, the convertible notes are in technical default. Therefore, the Company has reclassified the debt to current liabilities. The summary of the Convertible Notes is as follows at September 30, 2013:

$349,500 Convertible Notes at 10% interest per annum due on demand $ 349,500

NOTE 5 - CONVERTIBLE NOTES – RELATED PARTIES

In May 2011, the Company converted two 5% interest bearing notes with the former directors of the Company, and now officers of the dental technology subsidiary in the amount of $149,017 into new Convertible Notes totaling $150,000. The $983 variance was recorded by the Company as an expense. The Convertible Notes will be repaid at the rate of 5% of any funding, whether debt or equity, received by the Company or its subsidiaries, or 5% of net revenues of the Company. The Convertible Note holders have the right to convert any amounts outstanding and due to them at $0.075 per share at their sole discretion.

Under the terms of the December 17, 2012 agreement the $150,000 balance of this note was forgiven. The forgiveness was recorded as an adjustment to additional paid in capital as the amount was due to a related party.

F-20

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 6 - RELATED PARTY LOANS

The Company had entered into employment agreements with its two senior officers through December 31, 2009. The agreements obligated the Company to pay these officers $200,000 per year through December 31, 2009. Total commitment for the Company was $960,000. The amount was due December 31, 2012; however, there was no prepayment penalty. Concurrent with the Merger, the directors who were owed the $960,000 plus $62,466 in accrued interest that remained outstanding agreed to convert these amounts into 14,400,000 warrants. The warrants have a term of five-years, with an exercise price of $0.075. The Company performed a Black-Scholes calculation to determine the value of the warrants, and they were determined to have a value of $100,800. The gain on the conversion of the related party debt to warrants of $921,666 is reflected in additional paid-in capital. Under the terms of the December 17, 2012, restructuring agreement, the Company may call the shares at a price of $.04 per share.

With the acquisition of MAB-Z the chief revenue producing asset of mining rights of the Dodge Mine Blocks 1-6 and the associated note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z a fully consolidated variable interest entity of Mabwe Minerals Inc., majority owned subsidiary of Raptor Resources Holdings Inc., The value transferred to MAB-Z for the Mining rights of Dodge Mine blocks 1-6 has a book value of $433,000 offset by a note payable $57,000 at the time of transfer. This value of $376,000 in related party loans is further offset by net payment of expenses incurred by and paid on behalf of consolidating parent Raptor Resources Holdings Inc. As of June 30, 2013, the Note Payable relating to the Dodge Mines was repaid. Also in this related party activity is the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc.to acquire MAB-Z. This transaction has also resulted in recording of Goodwill on the books of MAB-Z, as the value of the 25,000 shares of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc. has a value of $25,000. The related party payable balance has a contra balance due to the issuance of Mabwe Minerals stock in the amount of $70,000 for an advisory contract with the Company. Mabwe Minerals is also paying liabilities of the Company relating to legal, accounting and filing fees.

In addition, the Company has recorded a $5,000 liability due to a director of the Company for an advance made to a non-related third party under a land lease agreement.

NOTE 7 - NOTE PAYABLE – OTHER

Effective July 26, 2012 Mabwe Minerals Zimbabwe (PVT) LTD entered into a one year financing short term loan agreement with Overseas Trade and Financing Limited for a line of $40,000 with accrued interest at the rate of 12%. The balance with interest and fees was $46,816 at September 30, 2013. Since the loan was not fully repaid within 360 days of the effective date late charges at a rate of 6% per annum are accruing. Extension and drawdown fees are 1% and 2% respectively. As MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore reflected on condensed consolidated financial statements.

F-21

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

NOTE ~~SEPTEMBER~~5 ~~30,~~- CONVERTIBLE ~~2013~~NOTES ~~AND 2012~~ (~~UNAUDITED~~CONTINUED)

~~NOTE~~Additional ~~8 - NOTE PAYABLE – DODGE MINES~~Noteholders

On ~~September~~February 1924, ~~2011~~2014, ~~TAG-Z,~~the ~~entered~~Company ~~into~~borrowed a$400,000 ~~Sale~~under ofa ~~Shares~~one ~~Agreement,~~year ~~whereby,~~convertible ~~TAG-Z~~promissory ~~agreed~~note towith ~~pay~~The ~~$433,000~~Arosa inMountain ~~installments~~Trust. ~~through~~Under ~~November~~the ~~30,~~agreement ~~2012~~the ~~for~~note ~~100%~~is ofconvertible at the ~~Dodge~~lender’s ~~Mine~~option ~~blocks~~into ~~1-6,~~RRHI ~~located~~common inshares ~~Zimbabwe~~at $.03/share. ~~The~~Interest ~~property~~of ~~consists~~12% ofwill ~~three~~compound ~~hydrothermal~~monthly ~~mountains~~on ~~representing~~the ~~123~~unpaid ~~hectares~~principal ~~containing~~balance ~~multiple~~and ~~deposits~~be ofpaid ~~superior~~out ~~grade~~annually ~~barite,~~unless ~~limestone~~the ~~and~~principal ~~talc~~amount ~~based~~minus all interest accrued thereon are converted. Accrued interest is computed on the ~~drilling~~basis ~~reports~~of ~~that~~actual ~~management~~number ~~received~~of ~~from~~days ~~the~~elapsed ~~previous~~in ~~owner~~a year of 360 days from the ~~Dodge~~date ~~mine~~of ~~blocks~~this note. ~~Along~~Any unpaid principal amount, together with ~~the~~any ~~purchase~~accrued ofinterest shall be paid at the ~~Dodge~~maturity ~~Mine~~date. This ~~blocks~~loan ~~1-6~~agreement may be extended, ~~TAG-Z~~subject ~~received~~to ~~50%~~an ofexecuted extension time frame by the ~~issued~~holder of this note, and ~~outstanding~~the ~~shares~~Company. At ofany ~~common~~time ~~stock~~prior ofto ~~Chiroswa~~the ~~Minerals~~maturity ~~(PVT)~~date ~~Limited~~the ~~(“Chiroswa”)~~holder has the right, anat ~~inactive~~the ~~company~~holders ~~originally~~option, ~~formed~~prior to ~~conduct~~the ~~mining~~repayment ~~operations~~of on the ~~Dodge~~outstanding ~~Mine.~~balance ~~Since~~under ~~Chiroswa~~the isnote anby ~~inactive~~the ~~company~~Company, ~~TAG-Z~~to ~~has~~convert ~~canceled~~ the ~~Chiroswa~~unpaid ~~shares~~outstanding itprincipal ~~received~~balance ~~under~~only ~~the~~minus ~~Sale~~any ofaccrued ~~Share~~interest ~~Agreement~~in ~~and~~whole ~~intends~~or toin ~~conduct~~part ~~mining~~into ~~operations~~common onstock ~~the~~at ~~Dodge~~a ~~blocks~~conversion ~~itself~~price of $.03/share upon at least 10 days written notice.

As ofa ~~June~~result 1,of ~~2012, this transaction was restructured. Under~~ the ~~new~~Company’s ~~terms~~failure ofto ~~this~~timely ~~transaction~~pay the ~~prior~~interest ~~owner~~in ofMay ~~Chiroswa Syndicate accepted 45~~2009,~~000~~ ~~shares~~the ~~of Preferred Convertible Series B stock (each share is~~ convertible ~~into~~notes 50are ~~shares~~in oftechnical ~~common stock of the Company and 25 shares of common stock of majority owned Mabwe Minerals (MBMI))~~default. ~~The transaction was secured with a $3~~Therefore,~~000~~ ~~down payment with $27,000 due upon~~ the ~~retitling~~Company ofhas ~~the~~reclassified ~~Dodge Mine Blocks 1-6 into~~ the ~~name~~debt ofto ~~Mabwe~~current ~~Minerals Zimbabwe (PVT) Limited~~liabilities. ~~An additional $30,000 will be paid in five equal monthly installments commencing October 1 2012. This transaction resulted in the forgiveness of $132,917 of the debt owed.~~

With the acquisition of MAB-Z the chief revenue producing asset of mining rights of the Dodge Mine Blocks 1-6 and the associated note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z a fully consolidated variable interest entity of Mabwe Minerals, majority owned subsidiary of Raptor Resources Holdings Inc. The ~~value~~summary ~~transferred to MAB-Z for the mining rights~~ of ~~Dodge Mine blocks 1-6 has a book value of $433,000 offset by a note payable $57,000 at~~ the ~~time~~Convertible ofNotes ~~transfer. The net value of this transfer was $376,000. The Note Payable for the Dodge Mines has been paid in full. Also in this related party activity~~ is ~~the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc.to acquire MAB-Z. This transaction has also resulted in recording of Goodwill on the books of MAB-Z,~~ as ~~the~~follows ~~value~~at ofJune ~~the 25~~30,~~000~~ ~~shares of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc. has a value of $25,000.~~2014:

NOTE 9 - INVESTMENT – EQUITY METHOD

$400,000 Convertible Note at 12% interest per annum due in Feb 2015	$	400,000
$349,500 Convertible Notes at 10% interest per annum due on demand		349,500
Total Convertible Notes	$	749,500

OnNOTE ~~October~~6 ~~29, 2012, MBMI, MAB~~-C CONVERTIBLE ~~and~~NOTES ~~Kinsey~~– ~~entered~~RELATED into an Equity Exchange Agreement (“Equity Exchange Agreement”). In accordance with the Equity Exchange Agreement, Mabwe Minerals issued 5,000,000 shares of their common stock to Kinsey in exchange for a 25% ownership for MAB-C in Kinsey. Additionally, should the value of the 5,000,000 shares of common stock fail to be valued at $5,000,000 on December 31, 2013, Mabwe Minerals must issue additional shares of common stock to achieve that value for Kinsey. The common shares issued have been valued at $500,000, as the price of MBMI common stock was trading at $0.10 per share, and no valuation has been provided for Kinsey at this time.PARTIES

~~The~~In ~~investment~~May ~~has~~2011, ~~been~~the ~~accounted~~Company ~~for~~converted astwo an5% ~~equity~~interest ~~investment~~bearing ~~under~~notes ~~ASC 323. In accordance~~ with the ~~ASC,~~former ~~the~~Directors ~~investment~~of ~~will~~the ~~be maintained at fair value~~Company, and ~~increased~~then orofficers ~~decreased~~of ~~based~~the ~~upon~~dental ~~the~~technology ~~net~~subsidiary ~~income~~in orthe ~~loss~~amount of ~~Kinsey~~$149,017 asinto ~~well~~new asConvertible ~~any~~Notes ~~contributions~~totaling ~~made and dividends paid. Mabwe Minerals Inc.’s investment decreased~~ $13150,~~293~~000. ~~and~~The $~~213,356~~983 asvariance awas ~~result~~recorded ofby the ~~quarterly~~Company ~~loss~~as ~~attributable~~an ~~from Kinsey for the three and nine months ended September 30, 2013 in proportion to the 25% ownership by MAB-C~~expense.

The Convertible Notes were to be repaid at the rate of 5% of any funding, whether debt or equity, received by the Company or its subsidiaries, or 5% of net revenues of the Company. The noteholders had the right to convert any amounts outstanding and due to them at $0.075 per share at their sole discretion.

As of June 30, 2014, under the terms of the December 17, 2012 agreement the $150,000 balance of this note was forgiven. The forgiveness was recorded as an adjustment to additional paid in capital as the amount was due to a related party.

NOTE 7 - LOAN PAYABLE – RELATED PARTY

Effective July 26, 2012 MAB-Z entered into a one year financing short term loan agreement with OVERSEAS TRADE AND FINANCING LIMITED (“OTF”) for an amount of $40,000 with accrued interest at an original rate of 12%. The balance with interest and fees of $48,026 ($8,026) of accrued interest which is included in accounts payable and accrued expenses) was due at December 31, 2013. Under the original terms of the contract the loan was to have been fully repaid within 360 days of the effective date. Failure to pay as prescribed or duly extend loan period will result in the accrual of late charges at a rate of 6% per annum. Extension and drawdown fees are 1% and 2% respectively. OTF is owned and controlled by a current director of MAB-Z and was recently registered with the Reserve Bank of Zimbabwe, External Loans Co-coordinating Committee. In accordance with the newly registered loan, the interest rate will now be 8% per annum, and no default rate is in place. The lender and the Company are currently negotiating terms of a new maturity date. The lender has not informed the Company that they are in default of the loan.

F-22

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~7 ~~2013~~- LOAN ~~AND~~PAYABLE ~~2012~~– RELATED PARTY (~~UNAUDITED~~CONTINUED)

~~NOTE~~On 10 April 5, 2014 the Company, through its affiliate MAB- ~~LICENSE~~Z, ~~AND~~received ~~ROYALTY~~confirmation ~~FEES~~of its registration and acceptance of terms for the loan from OTF in the amount of $40,000 and 8% per annum due in 360 days. As of June 30, 2014 the balance with interest and fees was $47,377 ($7,377 of accrued interest which is included in accounts payable and accrued expenses.)

On ~~Lawrence~~April ~~Livermore~~28, 2014 Woolmoon Investments advanced MAB-Z $10,000 for current working capital at a rate 12% per annum. As of June 30, 2014 the balance with interest and fees was $10,204 ($204 of accrued interest which is included in accounts payable and accrued expenses.)

~~The~~With ~~Company~~the onacquisition ~~September~~of ~~14,~~MAB-Z ~~2001,~~the ~~entered~~chief ~~into~~revenue aproducing ~~Limited~~asset ~~Exclusive~~of ~~Patent~~mining ~~License~~rights ~~Agreement~~of ~~for~~the ~~Optical~~Dodge ~~Coherence~~Mine ~~Tomography~~Blocks ~~for~~1-6 ~~Human~~ and ~~Animal Dentistry with The Regents of~~ the ~~University~~associated ofnote ~~California~~payable ~~(Lawrence~~were ~~Livermore~~transferred ~~National~~from ~~Laboratories).~~fully ~~Pursuant~~consolidated tosubsidiary ~~this~~of ~~license~~the ~~agreement~~Company, ~~the~~TAG-Z ~~Company~~to ~~entered~~MAB-Z ~~into~~a anfully ~~installment~~consolidated ~~note~~variable ~~with~~interest ~~Lawrence~~entity ~~Livermore~~of ~~National~~Mabwe ~~Laboratories~~Minerals Inc., Inmajority ~~the~~owned ~~license~~subsidiary ~~agreement,~~of the Company. ~~agreed~~The tovalue ~~pay~~transferred to ~~Lawrence~~MAB-Z ~~Livermore~~for athe ~~total~~Mining rights of ~~$175,000~~Dodge inMine ~~installments~~blocks ~~commencing~~1-6 ~~September~~has ~~2001.~~a ~~The~~book value of $~~175~~433,000 ~~note~~offset ~~did~~by ~~not include annual minimum royalty fees or interest. The first installment was~~ a ~~license~~note ~~issue~~payable ~~fee of~~ $1557,000 ~~which~~at ~~was~~the ~~paid~~time byof ~~the Company~~transfer. ~~The~~This ~~second~~value ~~installment~~ of $50376,000 ~~was~~in ~~the~~related ~~second~~party ~~part~~loans ofis ~~the~~further ~~issue~~offset ~~fee~~by ~~that~~net ~~was~~payment toof beexpenses ~~paid~~incurred inby ~~nine~~and ~~monthly~~paid ~~installments~~on ~~commencing~~behalf ~~April~~of ~~2003~~the ~~was~~Company. ~~partially~~Though ~~paid~~the bybalance in the ~~Company~~related ~~($26,000).~~party ~~The~~payable ~~last~~is ~~installment~~nearly ~~was~~identical ~~originally~~to ~~due~~that ~~December~~of ~~31,~~the ~~2005~~Dodge ~~but~~Mine itBlocks ~~was~~Net ~~extended~~asset bythere ~~Lawrence~~have ~~Livermore~~been toseveral ~~October~~invoices 1,flow ~~2006~~through in the ~~amount~~account ofin ~~$110,000.~~either ~~The~~direction ~~total~~they ~~due~~nearly ~~under~~zero ~~the~~out. ~~license~~The ~~agreement~~value ~~was~~of ~~$134,000,~~the ~~prior~~Note toPayable afor ~~payment~~the ~~made~~Dodge byMines ~~the~~at ~~Company~~June in30, ~~October~~2014 ~~2006~~was of $~~50,000~~0.

~~Upon~~Also ~~payment~~in of this ~~amount,~~related party activity is the ~~parties~~charge ~~had~~for ~~agreed~~the to25,000 ~~amend~~shares of stock that were issued by the ~~agreement~~Company ~~they~~to ~~had~~acquire ~~for~~MAB-Z. ~~payment~~This transaction has also resulted in recording of Goodwill on the ~~balance~~books of ~~$84~~MAB-Z, as the value of the 25,000 ~~along~~shares ~~with~~of Series B Preferred Convertible Stock of the ~~unpaid~~Company ~~royalty~~has ~~fees~~a value of $~~380~~25,000. ~~for~~The ~~2003,~~Company ~~2004~~is ~~and~~the ~~2005~~ultimate asbeneficiary ~~noted~~of ~~below~~that payment. ~~The~~Further ~~Company~~consideration ~~incurred~~was ~~$10,000~~exchanged but no other asset was created. Management performed an evaluation of ~~maintenance~~the ~~fees~~goodwill inat ~~February~~June ~~2007~~30, 2014, and ~~paid~~determined ~~these~~that onno ~~February~~impairment ~~28,~~adjustment ~~2007~~was necessary at this time.

InNOTE ~~addition~~8 to- NOTE ~~the~~PAYABLE license fee, the Company had agreed to pay minimum royalties to Lawrence Livermore beginning in 2004. Prior to the amendment of the agreement, the Company had not paid any of the royalties to Lawrence Livermore.OTHER

~~The~~On ~~royalties~~May ~~due~~2, ~~were~~2014 ~~for~~MAB-Z ~~2003~~entered ~~$30,000,~~into ~~for~~an ~~2004~~open ~~$100,000~~ended ~~and~~loan ~~for~~agreement ~~2005~~with Gary Booth. The Company was advanced $~~250~~10,000. ~~These~~for ~~fees~~working ~~were~~capital toand beshort-term ~~paid~~cash ~~February~~requirement 28which ofcarries ~~each~~an ~~year~~interest ~~for~~rate ~~the~~of ~~prior~~12%. As ~~calendar~~of ~~year.~~June ~~The~~30, ~~royalties~~2014 the balance due ~~were~~was $~~380~~10,~~000~~197 reflected in Loan Payable- Other.

~~The~~NOTE parties had agreed on December 22, 2006 to amend the agreement. The Company agreed to pay Lawrence Livermore a total of $144,000 in three installments; $10,000 by February 28, 2007 (which was for maintenance fees for 2007 and paid by the Company), $84,000 by July 28, 2007 (which was paid by the Company on July 9, ~~2007),~~- SECURITIZED and the final $50,000 by December 31, 2007 (which was paid by the Company on December 11, 2007). The $380,000 of minimum royalties have been forgiven by Lawrence Livermore and reclassified to additional paid in capital as of December 22, 2006.LOAN

OnEffective ~~January~~May 116, ~~2008,~~2013 MAB-Z entered into a one year securitized financing short term agreement with CBZ Bank Limited in the ~~Company~~amount of $420,000. As security under this agreement Kinsey pledged two Bell HD2045 Hydraulic Excavators appraised at a combined value of $739,000. The loan originally was to be paid ~~minimum~~in ~~annual~~monthly ~~royalty~~installments ~~fees~~commencing in December 2013 in the amount of $2035,000 ~~for~~plus ~~2008~~interest expiring on June 30, 2014 upon which time all monies were due and payable in full. The interest rate on the loan is 15% per year. Upon funding of this loan a 3% establishment fee was charged and deducted from the proceeds. Mabwe may in the future obtain funding through securitizations and other attempts to raise capital until cash flow operations are self-sustaining in the support of continuing operations.

OnThis ~~February~~agreement ~~18,~~was ~~2009,~~subsequently ~~the~~modified ~~Company and Lawrence Livermore entered into an Amended License Agreement, which has been amended nine times, most recently~~ in ~~Amendment~~January ~~Nine~~2014 ~~dated~~to ~~June~~adjust ~~23, 2011 whereby,~~ the ~~Lawrence~~payment ~~Livermore~~schedule ~~extended~~whereby ~~the~~payments ~~due dates~~ of ~~the minimum royalty fees for 2009 (~~$2035,000), ~~2010~~per ~~($20,000),~~month ~~2011~~plus ~~($20,000)~~full ~~and~~to ~~2012~~date ~~($20,000)~~interest ~~until~~is ~~June~~due ~~30, 2012~~ and ~~The~~payable ~~remaining~~commencing ~~minimum~~February ~~royalty~~2014 ~~fees~~and ~~for~~will ~~2013~~continue ~~and~~each ~~thereafter~~month ~~were~~there toafter beincluding ~~due~~interest aswith ~~follows:~~the ~~2013~~last ~~($60,000)~~payment due ~~February~~January 2831, ~~2013;~~2015. ~~2014~~At ~~($100,000)~~June ~~due February 28~~30, 2014; ~~and~~this ~~2015~~loan ~~and~~had ~~thereafter~~a ~~for~~balance ~~the life~~ of ~~the Agreement (~~$~~250~~245,000~~) due February 28, 2015, and February 28 of each year thereafter for the life of the Agreement~~.

As of June 30, 2014, the entire amount is reflected in current liabilities. Mabwe has expensed $52,138 in interest expense on this loan including $11,477 and $28,090 in the three and six months ended June 30, 2014. Mabwe paid $41,874 in interest during the six months ended June 30, 2014, leaving an interest balance of $21,742 which is included in current liabilities.

F-23

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

NOTE ~~SEPTEMBER~~10 ~~30,~~- INVESTMENT ~~2013~~– ~~AND~~EQUITY ~~2012 (UNAUDITED)~~METHOD

On ~~NOTE 10~~ October 29, 2012, Mabwe, MAB- ~~LICENSE~~C, ~~AND~~and ~~ROYALTY~~WGB ~~FEES~~Kinsey & Company (~~CONTINUED~~“Kinsey”) entered into an Equity Exchange Agreement (“Equity Exchange Agreement”). In accordance with the Equity Exchange Agreement, Mabwe issued 5,000,000 shares of their common stock to Kinsey in exchange for a 25% ownership for MAB-C in Kinsey. Originally, under the contract should the value of the 5,000,000 shares of common stock fail to be valued at $5,000,000 on December 31, 2013, Mabwe would have issued additional shares of common stock to achieve that value for Kinsey. The Equity Exchange Agreement was later revised on December 5, 2013 to exclude this provision of the issuance of the additional shares. The common shares issued have been initially valued at $500,000, as the price of MBMI common stock was trading at $0.10 per share.

InKinsey, ~~the~~based ~~restructuring~~in ~~agreement~~Zimbabwe, ~~with~~Africa, ~~the~~has ~~former~~operated ~~officers~~since of1955 ~~the~~in ~~Company,~~ the ~~Company~~mining ~~agreed~~and toconstruction ~~transfer~~industry. ~~this~~They ~~license~~own ~~agreement~~their toown amining ~~newly~~equipment, ~~formed~~including ~~company~~a fleet of ~~the~~articulated ~~former~~dump ~~officers~~trucks, ~~for~~front ~~their~~and ~~relinquishment~~wheeled ofloaders, ~~the~~excavators, ~~common~~dozers ~~stock~~and ~~held~~graders. byWith ~~them~~both inopen ~~the~~pit ~~Company~~and asopen ~~well~~cast asmining ~~the~~experience ~~forgiveness~~ranging offrom ~~certain~~chrome ~~liabilities.~~to ~~The~~platinum ~~outstanding~~to ~~liability~~gold, ~~related~~they topossess ~~minimum~~all ~~fees~~the ~~for~~experience ~~prior~~necessary ~~years~~to isefficiently ~~the~~perform ~~responsibility~~all of the ~~Company~~mining ~~and~~operations ~~remained~~at asthe aDodge ~~liability~~Mines.

The ~~$80~~investment has been accounted for as an equity investment under ASC 323. In accordance with the ASC,~~000~~ ~~that~~the ~~remains~~investment ~~outstanding~~will tobe ~~Lawrence~~maintained ~~Livermore~~at isfair ~~accrued~~value, ~~for~~and increased or decreased based upon the net income or loss of Kinsey as well as any contributions made and dividends paid. The Company’s investment decreased $12,367 to $0 as a result of ~~September~~the incremental loss of Kinsey for the six months ended June 30, ~~2013~~2014 at 25% ownership by MAB-C.

NOTE ~~LightLab~~11 - ACQUISITION

~~The Company entered into a Non~~Mab-~~Exclusive~~Z ~~License Agreement for Imaging Patents between themselves and LightLab Imaging, LLC on August 8, 2001.~~Acquisition

~~The~~Effective ~~License~~July ~~Agreement had an original term of five years~~18, ~~commencing two years after the original agreement date~~2012, ~~which~~Mabwe ~~would~~Minerals expire August 8, 2008, and the license could be renewed. The minimum royalty requirements were based on Net Sales by the Company. Since the Company generated no sales in the periods, there were no amounts due. On December 19, 2006, the Company and LightLab Imaging, Inc. ~~negotiated~~acquired ana ~~amendment~~49% ~~whereby~~interest ~~the new term~~ of ~~the~~Mabwe ~~agreement~~Minerals ~~is,~~Zimbabwe ~~unless~~(PVT) ~~terminated~~LTD by(MAB-Z) ~~either party to remain in effect~~ for ~~three~~25,000 ~~years~~shares ~~following whichever~~ of ~~the~~Preferred ~~following~~Convertible ~~events~~Series ~~occurs~~B ~~first:~~Stock ~~i) the Company’s release~~ of ~~a licensed product; ii)~~ the Company~~’s first commercial sale of a licensed product, or; iii) July 1, 2007 (July 1, 2010)~~. The ~~Company~~value onof ~~September~~this ~~18,~~transaction ~~2007~~was ~~paid LightLab Imaging, LLC~~ $5025,000. ~~This Agreement had terminated and will not be renewed as the main scanning patent licensed in this Agreement expires in 2011, before the Company intends to introduce its OCT product into the market.~~

~~There~~MAB ~~were~~– noZ ~~amounts~~was ~~outstanding~~essentially toa ~~LightLab~~newly asformed ofentity. ~~September~~The 30$25,000 ~~2013~~was recorded as Goodwill.

Derbyshire ~~University of Florida~~Acquisition

On ~~May~~March 3128, ~~2007~~2014, the Company entered into ana ~~exclusive~~Purchase ~~licensing~~Agreement ~~agreement~~through ~~for~~its ~~the~~affiliate, ~~field~~TAG-Z, whereby TAG-Z acquired 100% of ~~dentistry~~Wimfair ~~with~~Investments (Private) Limited t/a Derbyshire Stone Quarry (“Derbyshire”). The ~~University~~total purchase price of ~~Florida~~$1,450,000 ~~Research~~was ~~Foundation~~paid ~~for~~in ~~novel~~stock ~~technology~~and ~~relevant~~cash. Equity tovalued at $750,000 was paid in the ~~imaging~~form ~~probe~~of 25 million restricted shares of ~~its~~the ~~Dental~~Company's ~~Imaging~~treasury ~~System~~stock resulting in no dilution to existing shareholders. ~~The~~A ~~Agreement~~down ~~carries~~payment aof $1100,000 ~~initial~~was ~~licensing~~made ~~fee~~on the purchase on February 6, 2014 with ~~royalty~~the ~~payments~~remaining $600,000 to ~~commence~~be paid in ~~2008~~equal monthly installments which commenced April 30, 2014. For the six months ended June 30, 2014 the unpaid balance was $480,000. The total amount of goodwill recorded on the Company’s books is $387,911 related to this acquisition.

The Company had paid the minimum fees in 2008 and the minimum royalty for 2009, amounting to $630 originally due by December 31, 2009 has been deferred until the first anniversary of the first commercial sale and is in accounts payable as it is unpaid as of September 30, 2012. The Company paid some patent fees in 2009, 2010 and 2011 to the University of Florida. In addition, the first year of sale under the agreement has been amended to 2012 from 2009.

	Acquisition
	Derbyshire			MAB-Z

Cash	$	11,421		$	-
Accounts receivable		94,925			-
Inventory		523,564			-
Prepaid expenses		13,308			-
Fixed assets		781,479			-
Unearned revenue		(16,237	)		-
Accounts payable/accrued expenses		(346,371	)		-
Fair value of Assets and Liabilities acquired		1,062,089			-

Consideration given:
Acquisition Note Payable		600,000			-
Cash paid in the acquisition		100,000			-
Treasury stock/Preferred Stock		750,000			25,000
Goodwill on acquisition	$	387,911		$	25,000

In the restructuring agreement with the former officers of the Company, the Company agreed to transfer this license agreement to a newly formed company of the former officers for their relinquishment of the common stock held by them in the Company as well as the forgiveness of certain liabilities.

F-24

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

The ~~SEPTEMBER~~total ~~30,~~amount ~~2013~~of ~~AND~~goodwill ~~2012~~recorded ~~(UNAUDITED)~~on the Company’s books is $412,911.

Proforma ~~NOTE 10 - LICENSE AND ROYALTY FEES (CONTINUED)~~Results

The ~~University~~following ofunaudited ~~California~~pro-forma –chart ~~San~~below ~~Francisco~~show what the results from operations would have been if fully consolidated for the entire periods of the comparative financials.

On July 9, 2008, the Company entered an exclusive license agreement for near-infrared transillumination for the imaging of early dental decay with The Regents of the University of California. The agreement required the payment of an initial non-refundable license fee of $10,000 and annual maintenance fees of $5,000. The agreement also requires the payment of certain milestone payments based on patent allowance and FDA approval.

	For the Six Months Ended
	June 30, 2014								June 30, 2013
	(UNAUDITED)								(UNAUDITED)
	As Reported				Pro Forma				As Reported				Pro Forma
Net Revenues		$	632,713			$	1,157,651			$	-			$	1,336,197

Net Profit (Loss) from operations			(566,401	)			(546,313	)			(1,085,303	)			(1,179,901	)
Attributable Net Profit (Loss)			(391,570	)			(371,482	)			(894,591	)			(989,185	)

Loss per common share:
Basic		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.00	)
Diluted		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.00	)

~~The~~NOTE ~~Company~~12 had amended this agreement six times, most recently on December 8, 2011, whereby milestones were updated to provide adequate time for the Company to complete development, obtain FDA clearance and transition to marketing and manufacturing.- COMMITMENTS

InCURRENT the restructuring agreement with the former officers of the Company, the Company agreed to transfer this license agreement to a newly formed company of the former officers for their relinquishment of the common stock held by them in the Company as well as the forgiveness of certain liabilities.LITIGATION

From ~~NOTE 11 - COMMITMENTS~~time to time, we may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the operation of our business. However, we are not currently involved in any litigation which we believe could have a materially adverse effect on our financial condition or results of operations.

~~SERVICES~~Mabwe ~~RENDERED~~Minerals ~~AGREEMENT~~v. Base Minerals (case HC1549/14) – We filed suit against three defendants and have just received a judgment on request of order of spoliation due to defendants blocking mine access to Dodge Mine Blocks 1-6. The defendants have been ordered by the Court to not block the mine from access by our mine workers. On July 15, 2014 this case was brought before the Supreme Court of Zimbabwe where the court issued a perpetual interdict against the defendant to cease and desist all activates related to the blockage of the Dodge Mines as well as the dismissal of all related claims and appeals of Base Minerals under this case were dismissed. That litigation is on-going.

Mabwe Minerals ~~Inc~~v. ~~entered~~Base ~~into~~Minerals & The Mining Commissioner (case HC1414/14) – On February 13, 2014 a ~~Services~~tribute ~~Rendered~~agreement ~~Agreement~~was ~~with~~filed ~~WGB~~by ~~Kinsey~~Base ~~and~~Mineral ~~Mabwe~~Zimbabwe ~~Minerals~~against ~~Inc~~Chiroswa Syndicate. This agreement expired in ~~August~~2011 ~~2012.~~and ~~Under~~Chiroswa had since sold the ~~agreement,~~underlying ~~Mabwe~~Mine ~~Minerals~~Blocks ~~Inc.~~1-6 ~~agreed~~at Dodge Mines to ~~issue 1,000,000~~MAB-Z. ~~shares~~We believe that MAB-Z is the rightful owner of ~~common~~these ~~stock~~mine toblocks ~~Kinsey~~on inthe ~~exchange~~basis that they were purchased under a lawful sale and for ~~Kinsey~~which towe ~~allocate~~hold the ~~necessary~~actual ~~resources~~certificates toof ~~mine~~ownership. ~~the~~We ~~Dodge~~believe ~~Mines~~that atthis is a ~~rate~~nuisance ~~consistent~~claim ~~with~~and ~~Mabwe~~are ~~Minerals~~seeking ~~Inc~~to nullify the filing of this agreement.’s ~~ability~~We tofurther ~~grow~~believe ~~their~~that ~~transportation~~no ~~capacity~~impairment ~~which~~is ~~currently~~necessary ~~represents~~as ~~140,000~~of ~~metric~~June ~~tons~~30, 2014.

This agreement has been fully expensed this quarter with the commencement of mining operations.

LETTER OF CREDIT

On February 8, 2013, MAB-Z was issued as beneficiary an irrevocable documentary letter of credit from Baker Hughes Oilfield Operations, Inc. in the documentary credit amount of $3,000,000 per lot of crude barite (or a total of $9,000,000) to pay for shipments from Beira, Mozambique to any U.S. Gulf port of three lots of barite meeting the specifications set forth in the letter of credit. The first shipment was to be made between June 1, 2013 and August 31, 2013, the second shipment was to be made between September 1, 2013 and November 30, 2013 and the third shipment must be made between December 1, 2013 and March 1, 2014. The Company is discussing with Baker Hughes Oilfield Operations revised shipment dates in light of the delays the Company experienced in obtaining the Environmental Impact Assessment Certificate dated July 4, 2013 from the Environmental Management Agency of Zimbabwe to allow it to commence mining operations for barite.

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Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~12 ~~2013~~- COMMITMENTS ~~AND 2012~~ (~~UNAUDITED~~CONTINUED)

CURRENT ~~NOTE 12 - STOCKHOLDERS’~~LITIGATION ~~EQUITY~~ (~~DEFICIT~~CONTINUED)

Peter Valentine v. Mabwe Minerals (case HC 4112/13) - Mr. Valentine has filed a claim relative to rights under a tribute agreement (case HC1414/14) seeking damages and a share of rights under an irregular sale of the Dodge mining rights. The tribute agreement expired in 2011 and we believe that MAB-Z is the lawful, free and clear owner of Dodge Mine Blocks 1-6. We are currently in pretrial and are vigorously asserting our defense as the rightful owner of these mine blocks which we believe were purchased under a lawful sale and for which we hold the actual certificates of ownership. We believe that this is a nuisance claims and are seeking to nullify it. We further believe that no impairment is necessary as of June 30, 2014.

LAND LEASE AGREEMENT

On May 13, 2013, MAB-Z entered into a 20 year agreement with Ettie Magadzire, owner of Palm Grove Farm whereby rights of unrestricted access to claims of MAB-Z were granted (“Land Lease Agreement”). Magadzire possessing surface rights to the property on which the claims were located under this agreement conveyed the right of use for MAB-Z to explore, test, sample, verify, assess the full nature and extent of the deposit, and to develop the mineral resources of aforesaid claims. In consideration for those rights MAB-Z agreed to pay to Magadzire $70,000 payable quarterly in arrears after the first annual installment is paid in the following manner: (a) $17,500 payable in $5,000 cash (paid), $5,000 for a vehicle (paid by officer of MAB-Z and included in related party payable) and $7,500 in fuel (paid); (b) $17,500 payable six months after commencement of mining operations at the Claims; (c) $17,500 payable nine months after commencement of mining operations; and (d) $17,500 payable one-year after commencement of mining operations. Then payments by MAB-Z will be made in quarterly installments of $17,500 (or $70,000 per year). The agreement has a total value of $1,400,000. As of June 30, 2014 the quarterly payment was not paid but was accrued. The Company is currently in discussions to renegotiate this contractual obligation.

LETTER OF CREDIT

On February 8, 2013, MAB-Z was issued as beneficiary an irrevocable documentary letter of credit from Baker Hughes Oilfield Operations, Inc. in the documentary credit amount of $3,000,000 per lot of crude barite (or a total of $9,000,000) to pay for shipments from Beira, Mozambique to any U.S. Gulf port of three lots of barite meeting the specifications set forth in the letter of credit. The first shipment was to be made between June 1, 2013 and August 31, 2013, the second shipment was to be made between September 1, 2013 and November 30, 2013 and the third shipment must be made between December 1, 2013 and March 1, 2014. MAB-Z is discussing with Baker Hughes Oilfield Operations revised shipment dates in light of the delays MAB-Z experienced in obtaining the Environmental Impact Assessment Certificate dated July 4, 2013 from the Environmental Management Agency of Zimbabwe to allow it to commence mining operations for barite.

NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Preferred Stock

The Company ~~removed~~on ~~the~~January 23, 2007 removed 1,000,000 shares of preferred stock from its charter, and ~~on January 23, 2007,~~ amended its articles of incorporation to create a class of preferred stock, and authorized the issuance of 10,000,000 shares of preferred stock at $.001 par value. On January 24, 2012, the Company amended its articles of incorporation to authorize the issuance of 3,000,000 shares of Series A preferred stock, par value $.001. Each share of Series A preferred stock has 300 votes and votes with the holders of common stock on all matters which require a vote of the shareholders.

During the ~~year~~six months ended ~~December~~June 3130, ~~2012,~~2014 ~~1,000,000~~no shares of Series A preferred stock ~~has~~had been issued ~~for services rendered at par value of $1,000~~.

~~No Series A preferred stock was issued in the nine months ended September 30, 2013.~~F-26

~~The~~Table ~~total~~of ~~issued and outstanding Series A Preferred Stock at September 30, 2013 is the 1,000,000 shares.~~Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Preferred Convertible Series A Stock (Continued)

During the year ended December 31, 2013 no shares of Series A preferred stock had been issued.

During the year ended December 31, 2012, 1,000,000 shares of Series A preferred stock had been issued for services rendered at par value of $1,000. The total issued and outstanding Series A Preferred Stock at December 31, 2013 is the 1,000,000 shares.

Preferred Convertible Series B Stock

As of ~~September~~June 30, ~~2013~~2014, the Company has authorized 2,500,000 shares of Preferred Convertible Series B Stock. Each share of Preferred Convertible Series B Stock is convertible into 50 shares of the Company’s common stock and 25 shares of the Company’s majority owned subsidiary, Mabwe Minerals Inc.

During the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014, ~~the Company issued~~ 75,000 shares of ~~Series~~Preferred B Convertible ~~Preferred~~Series B Stock towere ~~Lion~~sold ~~Capital~~through ~~Group LLC,~~ a ~~Wyoming~~private ~~LLC,~~placement ~~equally~~cash ~~owned~~sale byat ~~Al Pietrangelo, Tapiwa Gurupia, J. Louis Schlegel IV and Dean Harrison as a milestone achieving bonus for~~ the ~~EIA~~value ~~license grant to allow commencement~~ of ~~mining operations at Dodge Mine; and issued 20,000 shares for an advisory agreement with for services to be provided throughout the year~~$2.00 ~~These~~per ~~issuances~~share ~~were~~or ~~valued at~~ $95150,000 ~~($1~~.~~00 per share)~~

During the three months ended March 31, 2014, 25,000 shares of Preferred Convertible Series B Stock were sold through a private placement cash sale at the value of $2.00 per share or $50,000.

During the year ended December 31, 2013, the Company issued the following Preferred Convertible Series B Stock at the value of $1.00 per share:

75,000 shares were issued to Lion Capital Group LLC for the milestone achievement of obtaining the EIA license which provided for the commencement of mining operations at Dodge Mines at a cost of $75,000.

20,000 shares were issued to Jon D’avanzo for services rendered at a cost of $20,000.

During the year ended December 31, 2012, the Company issued the following Preferred Convertible Series B Stock at the value of $1.00 per share:

182,000 shares of stock for cash in the amount of $182,000.

45,000 shares of stock for the conversion of $45,000 of debt related to the loan outstanding for the Dodge Mines.

25,000 shares of stock for the acquisition of the Company’s majority owned subsidiary Mabwe Minerals Inc’s purchase of ~~its~~their subsidiary, MAB-Z, valued at $25,000.

915,000 shares of stock for services rendered or to be rendered to the Company valued at $915,000.Of this amount $840,000 was deferred compensation for the period July 1, 2012 through June 30, 2013~~, of which $420,000 has been amortized through December 31, 2012~~.

As of December 31, 2013, the Company has 1,362,000 Preferred Convertible Series B Stock issued and outstanding.

F-2627

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~13 ~~2013~~- STOCKHOLDERS’ ~~AND~~EQUITY ~~2012~~ (~~UNAUDITED~~DEFICIT) (CONTINUED)

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Convertible Series B Stock (continued)

As of September 30, 2013, the Company had 1,262,000 Preferred Convertible Series B Stock issued and outstanding.

Common Stock

As of ~~September~~June 30, ~~2013~~2014, the Company has 990,000,000 shares of common stock authorized with a par value of $.001. On December 9, 2004, the Company increased the authorized shares from 250,000,000 to 990,000,000.

During the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2014, ~~there~~500,000 ~~were~~shares noof ~~shares~~common stock were issued infor ~~the~~business ~~Company~~development services rendered and ~~there~~to ~~are 384,206,456~~be ~~shares~~rendered ~~issued~~in ~~and~~the ~~outstanding~~amount of $6,150 ($.0123/share).

During the three months ended March 31, 2014, no new common stock was issued other than from shares held in treasury (see below “Treasury Stock”).

During the year ended December 31, 2013, no new common stock was issued other than from shares held in treasury (see below “Treasury Stock”).

During the year ended December 31, 2012, the Company issued the following:

3,400,856 shares of common stock for cash of $95,500 at prices ranging between $0.022 and $0.03 for an average of $.028 per share. In addition to these shares, the Company issued 1,571,834 warrants to these investors. The Company determined the value attributable to the warrants under an implied fair value calculation to be 25,560, and the value of the common shares to be $69,940. 1,100,000 shares of common stock for services rendered valued at $23,122.

The Company determined the value attributable to the warrants under an implied fair value calculation to be $25,560, and the value of the common shares to be $69,940. Additionally, 1,100,000 shares of common stock for services rendered were valued at $23,122.

1,500,000 shares of common stock for the conversion of $60,000 in principal and accrued interest in the amount of $28,110. The conversion price was $0.05 as stipulated in the agreement, which amounted to $75,000, and the Company recognized a gain of $13,110 on conversion. The transaction was reflected in the financial statements for 2012 as the conversion notice was dated December 28, 2012. The share certificate was not issued until January 31, 2013.

Two former executives of the Company surrendered 54,358,923 shares of the Company’s common stock which is now held asin treasury ~~stock~~ by the Company. This transaction resulted in the Company’s recognition of treasury stock in the amount of $300,000. This surrendering of the stock by the two former officers, and reissuance of the certificate in the name of the Company occurred on January 30, 2013, however, is reflected in the 2012 financials as the closing occurred on December 17, 2012.

During the year ended December 31, 2011, the Company issued:

16,440,977 shares of common stock in conversion of $50,000 in convertible notes to Asher Enterprises, and 689,655 shares of common stock to convert $2,000 of accrued interest to Asher Enterprises.

165,000,000 shares of common stock for 100% of the shares of TAG Minerals Inc., in a reverse merger.

16,071,432 shares of common stock to convert $80,000 of convertible note payables.

F-27

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (Continued)

11,150,000 shares of common stock for services rendered in the amount of $193,218.

2,333,333 shares of common stock to convert $50,000 of convertible notes to old noteholders and to convert $17,726 in accrued interest.

16,645,298 shares of common stock for $340,000 cash.

F-28

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (continued)

5,000,000 shares of common stock as a deposit for an acquisition for TAG Z valued at $150,000.

5,000,000 shares of common stock to a certain lender of Raptor as incentive to convert their notes into common shares of Raptor valued at $155,000.

During the year ended December 31, 2010, the Company issued:

500,000 shares to Agoracom for consulting services. These shares were valued at $.04 per share or $20,000.

The Company also converted $1,942,000 of convertible notes, at a fixed conversion rate of $0.05 per share, less discount, net of accrued interest, into 39,173,333 shares of common stock at a fixed conversion price of $0.05 per share. The Company also converted $386,687 of accrued interest on these converted notes to additional paid in capital.

During the year ended December 31, 2009: The Company issued 2,000,000 shares to various consultants for administrative services and public and investor relation services. These shares were valued at various prices between $.10 and $.04 per share or $150,000. In addition, the Company issued 250,000 shares to convert a payable to a consultant ($12,500).

The Company issued 2,000,000 shares to various consultants for administrative services and public and investor relation services. These shares were valued at various prices between $.10 and $.04 per share or $150,000. In addition, the Company issued 250,000 shares to convert a payable to a consultant ($12,500).

The Company converted $125,000 of convertible notes, at a fixed conversion rate of $.15 per share, less discount, beneficial conversion feature and issuance costs net of accrued interest, into 833,334 shares of common stock at a fixed conversion price of $.15 per share. The Company incurred additional charges to interest expense and amortization of debt issuance costs to reflect the conversion of these notes. This resulted in a reduction of additional paid in capital in the amount of $13,118.

The Company received 3,000,000 shares of stock in settlement of its complaints against Ice Cold Stocks, LLC and DC International Consulting LLC. These shares were returned to the Treasury and retired.

During the year ended December 31, 2008, the Company issued 575,000 shares to various consulting companies for public and investor relation services and 500,000 shares to a vendor in connection with a strategic supply agreement related to an Optical Coherence Tomography (OCT) engine for use in future products. These shares were valued between $.21 and $.26 per share or $229,500. In addition, a former noteholder who received warrants in 2006 exercised his warrants at $.15 per share for 69,850 shares of common stock for a cash value paid to the Company of $10,478. ~~In addition, two former noteholders who received warrants in 2006 exercised their warrants at $.15 per share in 2007 for a cash value paid to the Company of $24,506.~~

~~F-28~~In addition, two former noteholders who received warrants in 2006 exercised their warrants at $.15 per share in 2007 for a cash value paid to the Company of $24,506.

~~RAPTOR~~During ~~RESOURCES~~the ~~HOLDINGS~~year ~~INC~~ended December 31, 2006, the Company completed a private placement resulting in the sale of 5,850,000 shares of its common stock at a price per share of $.10. For every 1.8 share of common stock purchased, the investors received 1 warrant. The Company valued each component in accordance with APB 14. The Company received, net of fees, $521,500 through December 31, 2006. The Company also issued 1,500,000 to a consulting company for public and investor relation services. These shares were valued at $.10 per share or $150,000.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (Continued)

During the year ended December 31, 2006, the Company completed a private placement resulting in the sale of 5,850,000 shares of its common stock at a price per share of $.10. For every 1.8 share of common stock purchased, the investors received one warrant. The Company valued each component in accordance with APB 14. The Company received, net of fees, $521,500 through December 31, 2006. The Company also issued 1,500,000 to a consulting company for public and investor relation services. These shares were valued at $.10 per share or $150,000.

On June 16, 2006, the Company authorized a reverse 1 for 2 stock split on all issued shares. All shares herein have been reflected retroactive to the stock split.

For the year ended December 31, 2005, the Company issued no shares of common stock.

F-29

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13- STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (continued)

During 2004, the only shares issued were in connection with the reverse merger between Lantis Laser, Inc. and Hypervelocity, Inc. The total shares issued were 127,718,500 which included the 6,422,500 shares issued for the conversion of the notes, done simultaneously with the merger.

As of December 31, 2013, the Company has 384,706,456 shares issued and 340,847,533 outstanding.

Treasury Stock

On December 17, 2012, two former executives of the Company surrendered 54,358,923 shares of the Company’s common stock which is now held as treasury stock by the Company. This transaction resulted in the Company’s recognition of treasury stock in the amount of $300,000. This surrendering of the stock by the two former officers, and reissuance of the certificate in the name of the Company occurred on January 30, 2013, however, is reflected in the 2012 financials as the closing occurred on December 17, 2012.

~~During~~The ~~the~~number ~~nine~~of ~~months ended September 30, 2013 the Company issued 11,000,000~~ shares ~~of common stock that it~~ held in treasury toby ~~J. Louis Schlegel (5,000,000) and Dean Harrison (6,000,000) as compensation to act as facilitator of business opportunities for~~ the Company ~~in the USA and Zimbabwe, Africa respectively. These transactions were recorded~~ at aJune ~~value of $220~~30,~~000~~ ~~($0.02~~2014 ~~per share). Treasury stock~~ was ~~reduced at cost of $60~~11,~~500~~168,923 ~~with~~and ~~the~~accounts ~~remaining~~for ~~$159,500~~treasury ~~being~~stock ~~applied~~using tothe ~~additional~~cost ~~paid in capital~~method.

~~F-29~~During the three months ended June 30, 2014, the Company issued no treasury stock.

~~RAPTOR~~During ~~RESOURCES~~the ~~HOLDINGS~~three ~~INC~~months ended March 31, 2014, the Company issued 25,000,000 shares of common stock that it held in treasury in conjunction with the purchase of Derbyshire. This stock issued in this transaction was valued at $.03/share or $750,000. The company also issued 190,000 shares that it held in treasury at a value of $5,700 or $.03/share for accounting services to be rendered. Additionally, the Company issued through private placement 7,000,000 that it held in treasury at $.03/share raising $210,000 through a cash sale.

During the year ended December 31, 2013 the Company issued 11,000,000 shares of common stock that it held in treasury to J. Louis Schlegel (AN5,000,000) ~~EXPLORATION~~and ~~STAGE~~Dean ~~COMPANY~~Harrison (6,000,000) as compensation to act as facilitator of business opportunities for the Company in the USA and Zimbabwe, Africa respectively. These transactions were recorded at a value of $220,000 ($0.02 per share). Treasury stock was reduced at cost of $60,500, with the remaining $159,500 being applied to additional paid in capital.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Stockholders Equity – Issued by consolidated majority owned subsidiary MBMI

MBMI authorized capital consists of 500,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, no par value per share.

Preferred Stock – MBMI

MBMI has no issued and outstanding preferred stock as of ~~September~~June 30, ~~2013~~2014.

Common Stock – MBMI

During the three months ended ~~September~~June 30, ~~2013 2~~2014,~~000,000~~ ~~shares~~the ofCompany ~~stock were~~ issued ~~through a private placement for cash in the amount of $500~~20,000. Noshares ~~warrants~~of ~~were~~common ~~issued~~stock ~~in association with this placement. Also Mabwe Minerals issued 90,000 shares~~ for accounting services rendered ~~and~~at toa bevalue ~~rendered through the end~~ of ~~2013, valued at~~ $91,000 ~~and~~($.05/share.) The ~~305,000~~Company ~~shares~~also ~~were~~sold ~~issued~~through ~~under~~private ~~and~~placement ~~advisory~~100,000 ~~agreement~~common shares for ~~services to be provided over the next 12 months having~~ a ~~value~~cash price of $915,~~500.~~000 ($.05/share.) The controlling interest of ~~the controlling interest,~~ Raptor Resources Holdings Inc., was diluted to 64.4913% based on new issuances of common stock that quarter.

During the three months ended June 30, 2013, 1,600,000 shares of stock were issued through a private placement for cash in the amount of $160,000. The stock was issued with 1,600,000 warrants which are exercisable for one year at $.15 per share. Also issued during the period were 25,000 shares as payment for accounting services rendered valued at $2,500 and 70,000 shares as payment for promotional services rendered valued at $7,848. Raptor Resources Holdings Inc., ownership interest in Mabwe Minerals was diluted to 65.61% based on new issuances of common stock that quarter.

During the three months ended March 31, 2013, 1,000,000 shares were issued for $70,000 ($.07/share) through a private placement. 1,000,000 shares were also issued at a value of $70,000 ($.07/share) on behalf of Raptor Resources Holdings Inc., as payment for an advisory agreement in lieu of cash. 100,000 shares were issued for public relations services to be provided over the first six months of 2013 at a value $7,000. Also during this period 1,505,000 shares were issued through private placement for cash along with 1,505,000 warrants that are exercisable for 1 year at $.15/share. . The controlling interest of the controlling interest, Raptor Resources Holdings Inc., was diluted to 66.43% based on new issuances of common stock that quarter.

During the year ended December 31, 2012, Mabwe Minerals issued: 5,000,000 shares of common stock valued at $500,000 to purchase for MAB-C (variable interest entity of Mabwe Minerals), a 25% ownership in Kinsey per the Equity Exchange Agreement.

5,000,000 shares of common stock were issued for cash of $250,000

6,590,000 shares of common stock valued at $152,375 were issued for services rendered and to be rendered

3,000,000 shares of common stock to two former officers of Raptor Resources Holdings Inc. to offset the related party debt outstanding with Raptor Resources Holdings Inc.

F-30

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~13 ~~2013~~- STOCKHOLDERS’ ~~AND~~EQUITY ~~2012~~ (~~UNAUDITED~~DEFICIT) (CONTINUED)

~~NOTE~~ ~~12 - STOCKHOLDERS’~~Common ~~EQUITY~~Stock ~~(DEFICIT)~~– MBMI (~~CONTINUED~~Continued)

~~Stockholders~~During ~~Equity~~the –three ~~Issued~~months byended ~~consolidated~~March ~~majority~~31, ~~owned~~2014, ~~subsidiary~~ MBMI issued 90,000 shares of common stock for services to be rendered at a value of $6,300 ($.07/share.) The controlling interest of Raptor Resources Holdings Inc. was diluted to 64.18% based on new issuances of common stock that quarter.

AsDuring ofthe ~~September~~year 30ended December 31, 2013, ~~Mabwe~~MBMI ~~Minerals~~issued ~~Inc~~6,677,642 shares of stock through private placement for cash in the amount of $880,500. ~~has~~MBMI also issued 1,590,000 shares of its common stock for accounting, promotional and ~~outstanding~~public relation services rendered and to be rendered at a value of ~~139~~ $187,~~675,750~~487. The controlling interest of Raptor Resources Holdings Inc. was diluted to 64.22% based on new issuances of common stock that year.

During the year ended December 31, 2012, MBMI issued: 5,000,000 shares of common stock through private placement for cash in the amount of $250,000; 5,000,000 shares of common stock valued at $500,000 to purchase for MAB-C, a 25% ownership in Kinsey per the Equity Exchange Agreement; 6,590,000 shares of common stock valued at $152,375 for services rendered; and 3,000,000 shares of common stock to two former officers of Raptor Resources Holdings Inc. to offset the related party debt outstanding with Raptor Resources Holdings Inc. The controlling interest percentage of Raptor Resources Holdings Inc, was 68.25%.

5,000,000 shares of common stock were issued for cash of $250,000;

6,590,000 shares of common stock valued at $152,375 were issued for services rendered and to be rendered; and

3,000,000 shares of common stock to two former officers of Raptor Resources Holdings Inc. to offset the related party debt outstanding with Raptor Resources Holdings Inc.

As of June 30, 2014, Mabwe Minerals Inc. has issued and outstanding of 140,458,392.

Warrants – MBMI

During the ~~three~~year ~~months~~ ended ~~June~~December 3031, 2013, 1Mabwe Minerals issued 3,~~600~~105,000 warrants were issued ~~through~~in aassociation ~~private~~with ~~placement~~the placements, exercisable for ~~cash~~1 inyear ~~conjunction~~at ~~with~~a ~~private~~price ~~placement~~of ~~stock~~$.15 ~~sale~~per share. ~~Warrants~~These ~~that~~warrants ~~are~~were ~~exercisable~~subsequently ~~for~~extended by one ~~year~~additional ~~at $~~year.~~15/share~~

During the three months ended March 31, 2013, 1,505,000 warrants were issued through a private placement for cash in conjunction with private placement stock sale. Warrants that are exercisable for 1 year at $.15/share.

F-31

RAPTOR RESOURCES HOLDINGS INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Warrants

The Company granted 3,250,000 warrants to the investors who took part in the private placement of $585,000 based on a 1: 1.8 conversion ratio. The warrants were valued in accordance with APB 14 at a value of $208,143 utilizing the Black-Scholes method.

The Company granted ~~178~~1,~~750~~605,625 warrants to aformer ~~consultant~~noteholders ~~who~~that ~~assisted~~had ~~the~~previously ~~Company~~converted in their ~~private~~notes ~~placement~~into shares of common stock in 2004. The Company valued these warrants utilizing the Black-Scholes method and expensed them in their ~~condensed~~ consolidated statements of operations. The warrants have a fair value of $17159,~~769~~610. Two of these former noteholders who received these warrants exercised their warrants at $.15 per share in 2008 and 2007 for a cash value paid to the Company of $34,984.

F-31

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Warrants (Continued)

The Company granted 178,750 warrants to a consultant who assisted the Company in their private placement. The Company valued these warrants utilizing the Black-Scholes method and expensed them in their consolidated statements of operations. The warrants have a fair value of $17,769.

The Company granted 6,737,333 warrants to the convertible noteholder investors who took part in the debt offering based on a 4:10 conversion ratio. The warrants were valued in accordance with APB 14 at a value of $513,132 utilizing the Black-Scholes method.

The Company granted 2,947,583 warrants to the placement agent who managed the issuance of the 5% Senior Convertible Note. The Company valued these warrants utilizing the Black-Scholes method and expensed them in their ~~condensed~~ consolidated statements of operations. The warrants have a fair value of $292,518. In September 2010, the Company agreed to reset the warrant exercise price to $0.075 per share and extend the maturity of the warrant an additional three years.

In September 2010, the Company agreed to reset the warrant exercise price to $0.075 per share and extend the maturity of the warrant an additional three years.

In May 2011, the Company converted $1,022,466 in related party notes and accrued interest into 14,400,000 warrants. The warrants have a term of five-years, with an exercise price of $0.075. The Company performed a Black-Scholes calculation to determine the value of the warrants, and it was determined to have a value of $100,800. The gain on the conversion of the related party debt to warrants of $921,666 is reflected in additional paid-in capital.

In February 2012, the Company granted a total of 1,088,000 warrants along with shares of common stock in exchange for cash, and in April 2012, the Company granted 483,834 warrants along with shares of common stock in exchange for cash. These warrants has a 2 year life and expired on February 2014 and were thus removed from warrant totals and dilution calculations.

The following is a breakdown of the warrants:

				Date
			Exercise Date
Warrants		Price	~~Exercise Price~~	Issued	Term
3,250,000	~~3,250,000~~	$	$0.075	9/28/2006	8 Years
1,372,400	~~1,372,400~~	$	$0.075	9/28/2006	8 Years
178,750	~~178,750~~	$	$0.075	9/28/2006	8 Years
6,737,333	~~6,737,333~~	$	$0.075	5/1/2007	8 Years
2,947,583	~~2,947,583~~	$	$0.075	5/17/2007	8 Years
14,400,000	~~14,400,000~~	$	$0.~~075~~04	5/23/2011	5 Years
	1,088,000		$0.075	2/7/2012	2 Years
28,886,066
	483,834		$0.075	4/10/2012	2 Years
Total:	30,457,900

The warrant agreements contain no clauses regarding adjustments to exercise price, net settlement provisions, ~~and~~ registration rights or liquidated damages clauses. The above chart does not reflect total warrants outstanding of the Company’s majority owned subsidiary, Mabwe Minerals Inc.

F-32

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~14 ~~2013~~- PROVISION ~~AND~~FOR ~~2012~~INCOME ~~(UNAUDITED)~~TAXES

NOTE 13 - PROVISION FOR INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At September 30, 2013, deferred tax assets consist of the following:

	June 30, 2014			December 31, 2013
Deferred tax assets:
Non-benefited tax losses and credits		(437,265	)		5,086,250
Total deferred tax assets		(437,265	)		5,086,250
Deferred tax liabilities		-			-
Net book value of assets		-			-
Total deferred tax liabilities		-			-
Total net deferred tax assets		(437,265	)		5,086,250
Valuation allowance		437,265			(5,086,250	)
Net deferred tax assets	$	-		$	-

Net operating losses	$	4,923,333
Valuation allowance		(4,923,333)
	$	-

At June 30, 2014, the Company had a net operating loss carryforward in the amount of $17,625,586 available to offset future taxable income through 2034. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

At ~~September~~June 30, ~~2013~~2014, the ~~Company had a net operating loss carryforward in the~~ amount of ~~$14,480,392~~gross ~~available~~unrecognized totax ~~offset~~benefits ~~future~~before ~~taxable income through 2033. The Company established~~ valuation allowances ~~equal~~and to the ~~full~~ amount ofthat ~~the~~would ~~deferred~~favorably ~~tax~~affect ~~assets due to~~ the ~~uncertainty of the utilization of the operating losses in future periods. A reconciliation of the Company’s~~ effective ~~tax rate as a percentage of~~ income ~~before~~tax ~~taxes and federal statutory~~ rate ~~for~~in ~~the~~future periods ~~ended~~after ~~September~~valuation ~~30,~~allowances ~~2013~~were ~~and 2012 is summarized as follows:~~zero.

	2013			2012
Federal statutory rate		(34.0)	%		(34.0)	%
State income taxes, net of federal benefits		3.3			3.3
Valuation allowance		30.7			30.7
		0	%		0	%

The Company files income tax returns in U.S. federal and various state jurisdictions. The Company is not currently subject to any income tax examinations by any tax authority. Should a tax examination be opened, management does not anticipate any tax adjustments, if accepted, that would result in a material change to its financial position.

A ~~NOTE 14 - INVESTMENT~~reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended June 30, 2014 and December 31, 2013 is summarized as follows:

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). Slashwood Mining is a registered percentage owner of eight custom gold milling centers across various locations in Zimbabwe, along with ownership of 30 mining claims encompassing approximately 2,000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. Slashwood Mining has 200 employees and is forging a path of expansion into mining projects. On December 31, 2012 the Company has permanently impaired the investment in Slashwood Mining, originally valued at $150,000 to $0. The July 2011 TAG-Z, acquisition of 100% of the capital stock of Ontage has been deemed to be worthless as of December 31, 2012. Ontage was a wholly owned subsidiary of TAG-Z a consolidated variable interest entity of the Company and its only activity had been the acquisition of 10% stake in an existing operating gold mining producer, Slashwood Mining.

	June 30, 2014			December 31, 2013
Federal statutory rate		(34.0	)%		(34.0	)%
Valuation allowance		34.0			34.0
		0	%		0	%

NOTE 15 - FAIR VALUE MEASUREMENTS

The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The Company determines the fair value of its liabilities, on a recurring basis using significant observable inputs. The fair value measurement of these liabilities is consistent with ASC 820, "Fair Value Measurements" ASC 820 did not have an impact on the consolidated financial position or results of operations; however, the required disclosure for the periods ended June 30, 2014 and December 31, 2013 is as follows:

F-33

Table of Contents

RAPTOR RESOURCES HOLDINGS INC.

~~(AN~~CONDENSED ~~EXPLORATION~~CONSOLIDATED ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~SEPTEMBER~~NOTE ~~30,~~15 ~~2013~~- FAIR ~~AND~~VALUE ~~2012~~MEASUREMENTS (~~UNAUDITED~~CONTINUED)

NOTE 15 - FAIR VALUE MEASUREMENTS

The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The Company determines the fair value of its liabilities, on a recurring basis using significant observable inputs. The fair value measurement of these liabilities is consistent with ASC 820, "Fair Value Measurements" ASC 820 did not have an impact on the consolidated financial position or results of operations; however, the required disclosure for the nine months ended September 30, 2013 is as follows:

ASC 820 classifies these inputs into the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 30, 2014 and December 31, 2013:

	Level 1		Level 2			Level 3			Total
	Total			Level 1				Level 2			Level 3
Investment-Equity Method		-		341,919			-			341,919
2014
Investment-Cost Method		-		-			-			-
LIABILITIES:
Convertible notes		-		-			349,500			349,500
Securitized loans		245,000			-				-			245,000
Acquisition note payable		480,000										480,000
Loan payable -related party		50,000			-				-			50,000
Loan payable -other		10,000			-				-			10,000
Convertible notes		749,500			-				-			749,500
Total		1,044,500			-				-			1,044,500
2013
ASSETS:
Investment-equity method		12,367			-				12,367			-
TOTAL:		12,367			-				12,367			-
LIABILITIES:
Securitized loans		420,000			-				-			420,000
Loan payable -related party		40,000			-				-			40,000
Convertible notes		349,500			-				-			349,500
Total		809,500			-				-			809,500

NOTE 16 - SUBSEQUENT EVENTS

On July 15, 2014 Mabwe Minerals v Base Minerals (case HC1549/14) –was brought before the Supreme Court of Zimbabwe where all related claims were dismissed. We filed suit against three defendants and have received a judgment on request of order of spoliation due to defendants blocking mine access to Dodge Mine Blocks 1-6. The Supreme Court of Zimbabwe issued a perpetual interdict against the defendant to cease and desist all activates related to the blockage of the Dodge Mines as well as the dismissal of all related claims and appeals of Base Minerals under this case were dismissed. That litigation is on-going.

F-34

~~RAPTOR~~Table ~~RESOURCES~~of ~~HOLDINGS INC.~~Contents

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012 (UNAUDITED)

NOTE 16 - ACQUISITION

Effective July 18, 2012, the Company’s acquired a 49% interest of Mabwe Minerals Zimbabwe (PVT) LTD (“MAB-Z”) for 25,000 shares of Series B Convertible Preferred Stock of Raptor Resources Holdings Inc. The value of this transaction was $25,000.

MAB – Z was essentially a newly formed entity. The $25,000 was recorded as goodwill. As MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore reflected on condensed consolidated financial statements.

Net Assets Purchased Goodwill 25,000

NOTE 17. - SECURITIZED LOANS

Effective May 16, 2013 MAB-Z entered into a one year securitized financing short term agreement with CBZ Bank Limited in the amount of $420,000. As security under this agreement Kinsey pledged two Bell HD2045 Hydraulic Excavators appraised at a combined value of $739,000. The loan is to be paid in monthly installments beginning in December in the amount of $35,000 plus interest expiring on June 30, 2014 upon which time all monies are due and payable and must be repaid in full. The interest rate on the loan is 15% per year. Upon funding of this loan a 3% establishment fee was charged and deducted from the proceeds. The Company may in the future obtain funding through securitizations and other attempts to raise capital until cash flow operations are self-sustaining in the support of continuing operations.

NOTE 18 - SUBSEQUENT EVENTS

On October 24, 2013 the Company’s majority owned subsidiary, Mabwe Minerals, issued 572,642 of common stock as the result of an adjustment under an anti-dilutive provision agreement of private placement previously issued August 16, 2012 to The French Quarter Trust and The Arosa Mountain Trust. No addition common shares will be issued as this agreement has been completely satisfied.

On October 31, 2013 Steinbock Minerals LTD issued a purchase order to Mabwe Minerals Zimbabwe (PVT) LTD for 2,000 metric tons of API crude barite ore.

F-35

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION

Forward-Looking Statements; Market Data

As used in this Quarterly Report, the terms "we", "us", "our", "Registrant" and the "Company" means Lantis Laser, Inc., a Nevada corporation, and its wholly-owned subsidiary, Lantis Laser, Inc., a New Jersey corporation. To the extent that we make any forward-looking statements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. Our forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties. Generally, forward-looking statements include phrases with words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.

Overview

We were incorporated under the laws of the State of Nevada in February 1998 under the name Beekman Enterprises, Inc. In November 2004, we acquired Lantis Laser, Inc., a New Jersey corporation formed in January 1998 (“Lantis New Jersey”), in a reverse-triangular merger and succeeded to its business as our sole line of business. In connection with the merger, we changed our name to “Lantis Laser Inc.” We amended our Articles of Incorporation on March 5, 2012 to change our name to Raptor Resources Holdings Inc. to reflect our new business focus on the exploration and mining of gold and other industrial minerals.

We were developing our Optical Coherence Tomography ("OCT") Dental Imaging System as our first product but have suspended further development until we receive further funding to continue development of our light based imaging modalities. We were formed to commercialize the application of novel technologies in the dental industry. We have the exclusive rights to OCT for applications in the dental field under a license agreement with Lawrence Livermore National Laboratories and an exclusive license for dental applications of near-infrared transillumination (patent application pending) from the Regents of the University of California. Our products are subject to obtaining FDA marketing clearance before being sold to the dental market.

On April 22, 2011, we entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire TAG Minerals Inc. ("TAG"). We consummated the merger on May 23, 2011 and issued to the shareholders of TAG 165,000,000 shares of our common stock which represented 50% of our total issued and outstanding shares at the time of the merger in exchange for 100% of their shares in TAG. As a result of the merger TAG is now a wholly-owned subsidiary of Lantis Laser.

TAG is a U.S.-based mineral resource acquisition, exploration and development company, with operations conducted through its operating affiliated company, TAG Minerals Zimbabwe (Private) Limited (“TAG-Z”). The company’s business is managed by its directors and officers who have mineral extraction and commercial experience. TAG’s strategy is to identify, acquire and exploit mineral properties that have potential. TAG is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe, Africa.

The President and Chief Executive Officer of TAG were named the new President and Chief Executive Officer of our Company. In addition, the remaining two shareholders of TAG became directors in our Company.

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). The ~~Slashwood~~Company ~~Mining~~has ispermanently aimpaired ~~registered~~the ~~percentage~~investment ~~owner of eight custom gold milling centers across various locations~~ in ~~Zimbabwe~~Slashwood Mining, ~~along~~originally ~~with~~valued ~~ownership~~at ~~of 30 mining claims encompassing approximately 2~~$150,000 ~~acres.~~to ~~All~~$0 ofthus ~~the~~determining ~~gold~~that ~~milling~~it ~~centers~~was ~~and~~necessary ~~mining~~to ~~claims~~recognize ~~are~~a ~~completely~~loss ~~outfitted~~of ~~with~~$150,000 ~~mining~~related ~~equipment;~~ to ~~include~~the ~~gold~~write-~~ore~~off ~~crushers, excavators, generators and dump trucks. Slashwood Mining has 200 employees and is forging a path~~ of ~~expansion~~the ~~into mining projects~~investment.

3-1-

OnTable ~~July 18, 2012 Mabwe Minerals Inc. acquired a 49% interest in Mabwe Minerals Zimbabwe (PVT) LTD (“MAB-Z”) with the issuance~~ of 25,000 shares of Raptor Resources Holdings Inc. Series B Preferred Convertible Stock. Each share of Stock is convertible into 50 common shares of Raptor Recourses Holdings Inc. and 25 common shares of Mabwe Minerals Inc. both subject to a 1 year holding period. The remaining 51% ownership in MAB-Z is held by a Director of the Company, Zimbabwe resident, Tapiwa Gurupira (41% ownership) with the remaining portion owned by Asswell Gurupira (10% ownership). MAB-Z will be the operating arm of Mabwe Minerals, with the Company being the primary beneficiary of all the activities of its subsidiary, Mabwe Minerals Zimbabwe (PVT) LTD. MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.Contents

On ~~October~~July 2918, 2012, ~~MBMI,~~Mabwe ~~MAB-C,~~Minerals ~~and~~Inc. ~~Kinsey~~acquired ~~entered~~a ~~into~~49% aninterest ~~Equity~~in ~~Exchange~~Mabwe ~~Agreement~~Minerals Zimbabwe (~~“Equity~~PVT) ~~Exchange~~LTD ~~Agreement”~~(MAB-Z). ~~In accordance~~ with the ~~Equity~~issuance ~~Exchange~~of ~~Agreement~~25, ~~the MBMI issued 5,~~000~~,000~~ shares of ~~their~~Raptor ~~common~~Resources ~~stock~~Holdings toInc. ~~Kinsey~~Series inB ~~exchange~~Preferred ~~for~~Convertible ~~a 25% ownership by MAB-C in Kinsey~~Stock. ~~Additionally,~~Each ~~should~~share ~~the value~~ of ~~the~~Stock ~~5,000,000~~is ~~shares~~convertible ofinto 50 common ~~stock fail to be valued at $5,000,000 on December 31, 2013, MBMI must issue additional~~ shares of ~~common~~Raptor ~~stock~~Recourses toHoldings ~~achieve that value for Kinsey~~Inc. ~~The~~and 25 common shares ~~issued~~of ~~have~~Mabwe ~~been~~Minerals ~~valued~~Inc. atboth ~~$500,000,~~subject asto ~~the~~a ~~price~~1 ofyear ~~MBMI~~holding ~~common stock was trading at $0~~period.10 ~~per~~The ~~share,~~remaining ~~and~~51% noownership ~~valuation~~in ~~has~~MAB-Z ~~been~~is ~~provided~~held ~~for~~by ~~Kinsey~~a atDirector ~~this~~of ~~time.~~the ~~Kinsey~~Company, ~~based in~~ Zimbabwe resident, ~~has~~Tapiwa ~~operated~~Gurupira ~~since~~(41% ~~1955~~ownership) inwith the ~~mining~~remaining ~~and~~portion ~~construction~~owned ~~industry.~~by ~~They~~Asswell ~~own~~Gurupira ~~their~~(10% ~~own~~ownership). ~~mining~~MAB-Z ~~equipment,~~will ~~including~~be athe ~~fleet~~operating arm of ~~articulated~~Mabwe ~~dump~~Minerals, ~~trucks~~Inc, ~~front~~with ~~and~~the ~~wheeled~~Company ~~loaders,~~being ~~excavators,~~the ~~dozers~~primary ~~and~~beneficiary ~~graders.~~of ~~With~~all ~~both~~the ~~open~~activities ~~pit~~of ~~and~~its ~~open~~subsidiary, ~~cast~~Mabwe ~~mining~~Minerals ~~experience~~Zimbabwe ~~ranging~~(PVT) ~~from~~LTD. ~~chrome~~MAB-Z tois ~~platinum~~a toVariable ~~gold,~~Interest ~~they~~Entity ~~possess~~(VIE) ~~all~~with ~~the~~respect ~~experience necessary~~ to ~~efficiently~~guidance ~~perform~~under ~~all~~ASC ~~the~~810-10-5 ~~mining~~and ~~operations~~is attherefore ~~the Dodge Mines~~consolidated.

On ~~November~~October 729, 2012, ~~the~~MBMI, ~~principals of~~ MAB-ZC, ~~received~~and ~~approval~~Kinsey ~~from~~entered ~~the~~into ~~government~~an ofEquity ~~Zimbabwe~~Exchange toAgreement ~~form~~(“Equity aExchange ~~new~~Agreement”). ~~parent~~In ~~holding~~accordance ~~corporation~~with ~~for~~the Equity Exchange Agreement, the ~~purpose~~MBMI issued 5,000,000 shares of ~~holding~~their ~~MAB-Z~~common ~~and~~stock ~~the~~to ~~percentage~~Kinsey ~~investment~~in ~~stake~~exchange for a 25% ownership by MAB-C in Kinsey. ~~The~~Additionally, ~~new~~should ~~company~~the ~~was~~value ~~named~~of ~~Mabwe~~the ~~Corporation~~5,000,000 ~~(PVT)~~shares ~~LTD~~of ~~(“MAB-C”)~~common ~~The~~stock ~~new~~fail ~~corporation~~to ~~owns~~be ~~100%~~valued ofat ~~MAB-Z~~$5,000,000 ~~and~~on ~~25%~~December 31, 2013, MBMI must issue additional shares of common stock to achieve that value for Kinsey. The ~~Company~~common ~~owns~~shares aissued ~~49%~~have ~~stake~~been invalued ~~MAB-C~~at $500,000, as the ~~newly~~price ~~formed~~of ~~corporation;~~MBMI ~~the~~common ~~remaining~~stock ~~51%~~was ~~ownership~~trading inat ~~MAB-C~~$0.10 ~~held~~per byshare, aand ~~director~~no ofvaluation ~~the~~has ~~Company,~~been ~~Zimbabwean~~provided ~~resident~~for Kinsey at this time. Kinsey, ~~Tapiwa~~based ~~Gurupira~~in ~~(41%~~Zimbabwe, ~~ownership)~~Africa, ~~with~~has ~~the~~operated ~~remaining~~since ~~portion~~1955 ~~owned~~in bythe ~~Asswell~~mining ~~Gurupira~~and ~~(10%~~construction ~~ownership)~~industry. ~~MAB-C~~They ~~will~~own betheir ~~the~~own ~~operating~~mining ~~arm~~equipment, including a fleet of ~~Mabwe~~articulated ~~Minerals~~dump trucks, ~~with~~front ~~the~~and ~~Company~~wheeled ~~being~~loaders, ~~the~~excavators, ~~primary~~dozers ~~beneficiary~~and ofgraders. ~~all~~With ~~the~~both ~~activities~~open ofpit ~~MAB-C.~~and ~~MAB-C~~open iscast amining ~~Variable~~experience ~~Interest~~ranging ~~Entity~~from ~~(VIE)~~chrome ~~with~~to ~~respect~~platinum to ~~guidance~~gold, ~~under~~they ~~ASC~~possess ~~810-10-5~~all ~~and~~the isexperience ~~therefore~~necessary ~~consolidated~~to efficiently perform all the mining operations at the Dodge Mines.

On November 7, 2012 the principals of MAB-Z received approval from the government of Zimbabwe, Africa to form a new parent holding corporation for the purpose of holding MAB-Z and the percentage investment stake in Kinsey. The new company will be called Mabwe Corporation (PVT) LTD (“MAB-C”.) The new corporation will own 100% of MAB-Z and 25% of Kinsey. The Company owns a 49% stake in MAB-C the newly formed corporation; the remaining 51% ownership in MAB-C held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (41% ownership), with the remaining portion owned by Asswell Gurupira (10% ownership). MAB-C will be the operating arm of Mabwe Minerals Inc., with the Company being the primary beneficiary of all the activities of MAB-C. MAB-C is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.

On December 17, 2012 we entered into a settlement and restructuring agreement with PAX ORAL IMAGING INC. (“POII”) and former principals Stan Baron (former Chief Executive Officer of Lantis Laser Inc.) and Craig Gimbel (former Executive Vice President of Lantis Laser Inc.) to acquire their interest in the Company (54,358,923 shares of common stock collectively), terminated their employment agreements with the Company, extinguished certain liabilities owed by the Company to Baron and Gimbel and obtained an option to purchase their 14,400,000 warrants. As a result of this agreement, all licenses, contract rights, trademarks, patents, copyrights and assets related to the Near Infrared Technology Business in which Lantis was engaged, including OCT and NIR, were transferred to POII. As further consideration, Baron and Gimbel were issued a combined 3,000,000 shares of common stock of MBMI, our majority owned subsidiary.

On December 31, 2012, the July 2011 TAG-Z acquisition of 100% of the capital stock of Ontage has been deemed to be worthless. The investment has been deemed worthless because Ontage had as its only activity the acquisition of a 10% stake in an existing operating gold mining producer, Slashwood Mining. The Company has permanently impaired the investment in Slashwood Mining, originally valued at $150,000 to $0 thus determining that it was necessary to recognize a loss of $150,000 related to the write-off of the investment.

On July 31, 2013 ~~Mabwe~~MBMI ~~Minerals~~ entered into a Master Distributer Agreement (“MDA”) with Steinbock Minerals Ltd. (“Steinbock”) together with its affiliate Yasheya Ltd. (“Yasheya”.) Steinbock is engaged and specializes in the worldwide marketing, distribution and sale of industrial minerals, including but not limited to, all barite grade types and talc along with it affiliate Yasheya ~~that~~who is engaged and specializes in the shipment of industrial minerals worldwide. Steinbock and Yasheya are granted the exclusive right to market, sell, distribute, ship and deliver Dodge Mine barite to their customer base. This agreement shall remain in effect inuntil ~~perpetuity unless~~ cancelled by either party upon ~~the~~intent ~~delivery~~with of six months written notice.

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On March 28, 2014, the Company entered into a Purchase Agreement through its affiliate, TAG-Z, whereby TAG-Z acquired 100% of Wimfair Investments (Private) Limited t/a Derbyshire Stone Quarry (“Derbyshire”), a registered Zimbabwean corporation engaged in the production of 10mm stone, 20mm stone, quarry dust, crusher run, river sand (washed), pit sand and decomposed granite. Derbyshire is the largest indigenous sand and stone quarry in the Harare area, located in a prime residential growth zone within close proximity to major road projects. The total purchase price of $1,450,000 was paid in stock and cash. Equity valued at $750,000 was paid in the form of 25 million restricted shares of the Company's treasury stock resulting in no dilution to existing shareholders. A down payment of $100,000 was made on the purchase on February 6, 2014 with the remaining $600,000 to be paid in equal monthly installments commenced at the end of the first full month after purchase. Derbyshire Stone Quarry was established March 28, 2001. At June 30, 2014 the balance due on this note was $480,000.

Results of Operations

Three and ~~Nine~~six ~~Months~~months ~~Ended~~ended ~~September~~June 30, ~~2013~~2014 ~~Compared to Three~~ and ~~Nine Months Ended September 30, 2012~~2013.

The following is derived from, and should be read in conjunction with, our condensed consolidated financial statements, and related notes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

Operating revenues. WeWith ~~are~~the anpurchase ~~exploration~~of ~~stage~~Derbyshire ~~company.~~in Tothe ~~date,~~first quarter of 2014 we have ~~not~~recorded ~~generated~~revenues. That ~~any~~was ~~operating~~the ~~revenues,~~first ~~nor~~quarter ~~have~~where we have generated operating revenues since our inception in February 1998. Revenues ~~Our~~from ~~wholly~~the ~~owned~~Derbyshire ~~subsidiary,~~purchase through TAG-Z ~~Minerals~~our ~~Inc.~~fully ~~has~~consolidated ~~not yet commenced its mining activities. Our majority owned~~ subsidiary, ~~MBMI,~~were ~~is expected to recognize revenue in~~ the ~~fourth~~results ~~quarter~~for ofsales ~~2013 in accordance with the commencement~~ of ~~production~~stones, atsand ~~Dodge~~and ~~Mine that began late in the third quarter of 2013~~dust. The Onbelow ~~October~~results ~~31,~~are ~~2013~~shown ~~Steinbock~~as ~~Minerals~~if ~~LTD~~operating ~~issued~~results awere ~~purchase~~fully ~~order~~consolidated for ~~2,000~~the ~~metric~~comparative ~~tons of API crude barite ore~~periods.

Derbyshire total operating revenue by item (proforma)full operating results as if fully consolidated for comparative periods


Total Revenue by Item	For the three months ended June 30										For the six months ended June 30
Inventory Item	2014		2013		Change			% Change			2014		2013		Change			% Change
20mm Stone	$	361,756		490,508		(128,752	)		-26.2	%	$	697,492		840,908		(143,416	)		-17.1	%
7mm to Dust		84,926		66,287		18,639			28.1	%		119,004		128,815		(9,811	)		-7.6	%
Crusherrun		56,882		27,604		29,278			106.1	%		77,817		43,695		34,122			78.1	%
River Sand		42,746		80,005		(37,259	)		-46.6	%		95,267		120,357		(25,090	)		-20.8	%
STONE 10 MM		34,704		51,293		(16,588	)		-32.3	%		80,624		79,773		851			1.1	%
Mixed Stone - Single/Double Washed		18,559		68,939		(50,380	)		-73.1	%		50,059		89,951		(39,892	)		-44.3	%
Pit Sand		7,479		8,470		(991	)		-11.7	%		30,790		14,891		15,899			106.8	%
Gravel Sand		313		-		313			100.0	%		6,308		-		6,308			100.0	%
Decomposed Fill Sand		110		11,092		(10,982	)		-99.0	%		290		16,194		(15,904	)		-98.2	%
Granite Boulders		-		365		(365	)		-100.0	%		-		548		(548	)		-100.0	%
Miscellaneous Income		-		-		-			-			-		1,065		(1,065	)		(1	)
Total	$	607,475	$	804,564	$	(197,088	)		-24.5	%	$	1,157,651	$	1,336,197		(178,546	)		-13.4	%

Operating Revenues for the three months ended June 30, 2014 fell $197,088 or 24.5% to 607,475 from $804,564 for the same period in the prior year. This decline was largely due to the decrease in sales of 20 mm stone and washed mixed stones. Sale of 20mm Stone declined for the three-month June 30, 2004 by $128,752 or 26.2% from the same period in the prior year. Sale of washed mixed stones declined $50,380 or 73.1% compared to the same period in the prior year. The decline in sales was mainly due to general economic challenges in the economy of Zimbabwe, liquidity crunch, slowing down of investment in the construction industry due to political uncertainty and multi-currency regime (favorability of exchange rates).

Operating revenues for the six months ended June 30, 2014 declined $178,546 or 13.4% compared to the same period last year. The largest reason for this decline was the decreased sale of 20 mm stone and the sale of mixed stone (single and double washed). Sale of 20 mm stone decreased $143,416 or 17.1% versus the same period in the prior year. Sale of mixed stone (double and single washed) decreased $39,892 or 44.3% compared to the same period in the prior year.

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Mabwe Operating Revenues

Revenues from commencement of production are expected to be recognized in 2014 as a result of operations of majority owned Mabwe Minerals Inc. receiving its first purchase order issued on October 31, 2013 by Steinbock Minerals LTD issued a for 2,000 metric tons of API crude barite ore and a second purchase order of 10,000 in December 2013.

The first shipment was set to be made between June 1, 2013 and August 31, 2013. The Company is discussing with Baker Hughes Oilfield Operations revised shipment dates in light of the delays the Company experienced in obtaining the Environmental Impact Assessment Certificate dated July 4, 2013 from the Environmental Management Agency of Zimbabwe to allow it to commence mining operations for barite.

Cost ~~Net~~of ~~loss from operations~~Sales. ~~For~~ ~~the~~The ~~three~~only ~~months~~sales ~~ended~~activity ~~September~~for ~~30,~~the ~~2013,~~comparative ~~our~~periods ~~consolidated~~and ~~net~~since ~~loss~~the ~~from~~inception ~~operations prior to elimination~~ of ~~non-controlling~~the ~~interest~~company ~~was $1,140,010 compared~~ to ~~$517,835~~be ~~for~~realized ~~the~~are ~~same~~from ~~period in~~ the ~~prior~~operations ~~year,~~of ~~representing~~Derbyshire anStone ~~increased loss of $622,175~~Quarry. The ~~increase~~below inchart ~~our~~is ~~loss~~stated ~~from~~on ~~operations~~a ~~was~~pro ~~mainly~~forma ~~due~~basis toas ~~cost~~if ofthe ~~pre-production~~results ~~site~~from ~~preparation~~operation ~~and~~for ~~establishment, sampling, clearing overburden in~~ the ~~amount~~comparative ofperiods ~~$379,861~~were ~~and~~full ~~extraction~~consolidated. ~~costs~~The incost ~~the amount~~ of ~~$230,578~~good ~~associated~~sold ~~with~~includes the ~~commencement~~cost of ~~operations~~drilling atand ~~the Dodge Mine. Professional~~blasting, ~~consulting~~hauling and ~~marketing fees increased to $139~~loading,~~061~~ ~~in the three months ended September 30~~explosives, ~~2013~~diesel as ~~compared~~well toas ~~$42,102~~maintenance infor ~~the~~plant ~~same~~and ~~period~~drilling ~~last~~and ~~year~~crushing equipment.

~~For~~Consolidated ~~the~~Cost ~~nine months ended September 30, 2013, our consolidated net loss from operations prior to elimination~~ of ~~non-controlling~~Goods ~~interest~~Sold was $2,225,310 compared to $799,204 for the same period in the prior year, representing an increased loss of $1,426,106. The increase in our loss from operations was mainly due to cost of pre-production site preparation and ~~establishment,~~gross ~~sampling,~~margin clear location overburden in the amount of $458,926 and extraction costs in the amount of $230,578 associated with the commencement of operations at the Dodge Mine. Also increased compensation expense for key individual contributors who received Preferred Series B Convertible Stock in this quarter for services rendered resulting in compensation of $210,000 as well as the issuance of 11,000,000 shares of common stock issued to two business facilitators (~~USA and Zimbabwe~~proforma)full ofoperating ~~the~~results ~~Company~~ as ~~compensation~~if ~~for~~fully ~~such~~consolidated ~~appointment~~for ~~valued~~comparative at $220,000 based on the maket value of the stock and the time of the resolution. Professional, consulting and marketing fees increased to $321,670 in the nine months ended September 30, 2013 as compared to $181,119 in the same period last year.periods

Total other expenses(income). Other expense was $40,489 and $262,833 for the three and nine months ended September 30, 2013, respectively, compared to other expense of $11,901 and other income of $100,658 for the three and nine months ended September 30, 2012. The increased expense for the nine months ended September was attributable to the pro rata share of the loss in the investment in Kinsey by the majority owned subsidiary MAB-C. The share of the loss in Kinsey was mainly due to their company’s fulfillment of some large contract as they prepare to support MAB-Z once in production along with increased depreciation cost of new equipment. The other income from the 2012 in the amount of $132,917 was realized under the terms of the amended contract with Chrioswa, for debt forgiveness of the debt owed of MAB-Z for the asset of the Dodge Mine Blocks 1-6 which supports the continuing operations and revenue generating activities. For the three and nine months ended September 30, 2013 there was an increase in accrued interest due to the secured note obtained by MAB-Z compared with the same period in the prior year.

	For the three months ended June 30												For the six months ended June 30
	2014			2013			Change			% Change			2014			2013			Change			% Change
Total Revenues	$	607,475		$	804,564		$	(197,089	)		-24.5	%	$	1,157,651		$	1,336,197		$	(178,546	)		-13.4	%
Total cost of goods sold Derbyshire	$	(466,103	)	$	(582,564	)	$	(116,461	)		20.0	%		(724,954	)		(1,000,897	)	$	(275,944	)		27.6	%
Gross Margin - Derbyshire Quary Operations	$	141,372		$	222,000		$	(80,627	)		-36.3	%	$	432,697		$	335,300		$	97,398			29.0	%

Cost of good sold percentage		76.7	%		72.4	%		7.1	%		9.8	%		62.6	%		74.9	%		-12.3	%		-16.4	%

5For the three months ended June 30, 2014 cost of goods sold increased on a percentage basis by 7.1% compared to the same period in the prior year. The difference based on the cost of goods sold percentage rate variance was $40,380 higher cost.

For ~~Net loss. We had a net loss attributable to common shares of $834,392 and $1,728,977 or $0.00 per share, for~~ the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2013,~~2014 ~~compared~~cost ~~to a~~of ~~net~~goods ~~loss~~sold ~~attributable~~decreased toon ~~common~~a ~~shares~~percentage ofbasis ~~$476,517~~by ~~and $757,886 or $0~~12.003% ~~per~~compared ~~share,~~to ~~for~~ the same period in the prior year. The ~~increase~~difference inbased ~~the~~on ~~net loss is mainly related to~~ the ~~fact~~cost ~~we have commenced operations and the expenses are accelerating ahead~~ of ~~and~~goods ~~during~~sold ~~commencement~~percentage ofrate ~~operations~~variance at the Dodge Mine. Research and Development cost for the three and nine months ended September 30, 2013 were $379,861 and $458,926. Professional, consulting and marketing fees increased to $139,061 and $321,670 for the three and nine months ended September 30, 2013 as compared to $42,102 and $181,119 in the same period last year. Wages and wage related expense increased to $295,000 and $767,023 as compared to $312,300 and $476,700 in the same period last year. This increase was ~~due to the amortization of compensation expense in the form of Preferred Series B stock in the amount of~~ $~~420~~142,~~000~~201 ~~combined~~lower with the expensing of the issuance of stock to two business facilitators of the Company (USA and Zimbabwe) with a value of $220,000 in the form of common stock previously held in treasury by the Company cost.

Extraction cost. Extraction cost for the three and six months ended June 30, 2014 was $78,492 and $209,230 compared to $0 for the same periods in the prior year. The extraction cost line is solely related activities of Mabwe Minerals at Dodge Mines. The extraction cost is classified as an operating expense instead of capitalizing them and recognizing them as revenue recognized due to the fact that revenue has yet to be recognized for this operation and it is not assured that significant revenues will ever be recognized. We do expected revenue to be recognized this year. The reason the extraction cost was $0 for the three and six months ended June 30, 2013 was because this period was prior to commencement of operation in the third quarter of 2013.

Site development cost. For the three months ended June 30, 2014 site development cost increased from $48,746 to $64,358 compared to the same period in the prior year. This increase of $15,612 was due to ramp up of development cost in the same period in the prior year.

For the six months ended June 30, 2014 site development cost of $82,047 was slightly higher than $79,065 for the same period in the prior year. The increase of $2,982 was due primarily to the minimum site idle fee of $30,088 per month for the months of February – June.

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Wage and wage related. For the three and six months ended June 30, 2014 the wage and wage related cost was $79,241 and $96,628, respectively compared to $229,525 and $472,025 for the same period in the prior year respectively. The decreased expense was mainly due to an expense from stock award compensation for Company principals in the three and six month in the amount of $210,000 and $420,000 that was fully amortized by the end of the second quarter of 2013.

Professional, consulting and marketing fees. For the three months ended June 30, 2014 the Professional, consulting and marketing fees decrease to $74,158 from $91,228. The decrease of $17,070 was largely due to reduced spending for promotion and investor relation’s activities.

For the six months ended June 30, 2014 professional, consulting and marketing fess slightly decreased to $171,947 from $182,609 for the same period in the prior year. The difference of $10,662 was the result of lower consulting fees offset by increased legal and accounting fees. The rise of legal and accounting fees as well as the reduced consulting fees were a result of the inactivity at Dodge Mines.

Other general and administrative expenses. For the three and six months ended June 30, 2014 Other G&A was $86,170 and $134,203, respectively compared to $81,080 and $127,837 for the same period the prior year, respectively. The differences of $5,090 and $6,366 for the three and six months ended June 30, 2014 compared to the same periods in the prior year was immaterial and consisted of several offsetting differences.

Depreciation

Depreciation expense for the three and six months ended June 30, 2014 was $16,201 and $17,754, respectively compared to $711 and $1,423 for the same periods in the prior year. This increase over prior year was due to the purchase of Derbyhire Stone Quarry and the acquisition of all of related fixed assets of Derbyshire at the fair value of fixed assets.

Net loss from operations. For the three months ended June 30, 2014, our consolidated net loss from operations prior to elimination of non-controlling interest was ($184,104) compared to ($487,918) for the same period in the prior year, representing a decreased loss of $303,814. The following chart is presented in line with reported results as above:

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RAPTOR RESOURCES HOLDINGS INC.

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

	THREE MONTHS ENDED JUNE 30,												FOR THE SIX MONTHS ENDED JUNE 30,
	2014			2013			Variance			% Variance			2014			2013			Variance			% Variance

OPERATING REVENUES
Sales	$	607,475		$	-		$	607,475			100	%	$	632,713		$	-		$	632,713			100	%
Total Sales		607,475			-			607,475			100	%		632,713			-			632,713			100	%

COST OF SALES
Cost of sales		392,959						392,959			100	%		408,822			-			408,822			100	%
Total Cost of Sales		392,959						392,959			100	%		408,822			-			408,822			100	%

GROSS MARGIN		214,516						214,516			100	%		223,891			-			223,891			100	%

OPERATING EXPENSES
Extraction cost		78,492			-			78,492			100.0	%		209,230			-			209,230			100.0	%
Site development cost		64,358			48,746			15,612			24.3	%		82,047			79,065			2,982			3.6	%
Wages and wage related expenses		79,241			229,525			(150,284	)		-189.7	%		96,628			472,025			(375,397	)		-388.5	%
Professional, consulting and marketing fees		74,158			91,228			(17,070	)		-23.0	%		171,947			182,609			(10,662	)		-6.2	%
Other general and administrative expenses		86,170			81,080			5,090			5.9	%		134,203			127,837			6,366			4.7	%
Depreciation		16,201			711			154,900			95.6	%		17,754			1,423			16,331			92.0	%
Total Operating Expenses		398,620			451,290			(52,670	)		-13.2	%		711,809			862,959			(151,150	)		-21.2	%

LOSS BEFORE OTHER INCOME (EXPENSE)		(184,104	)		(451,290	)		267,186			-145.1	%		(487,918	)		(862,959	)		375,041			-76.9	%

The decrease in our loss from operations was mainly due to an expense from stock award compensation for Company principals in the quarterly amount of $150,284 that was fully amortized by the end of the second quarter of last year. Additionally, gross margin from Derbyshire production in the amount of $214,516 as well as higher professional fees last year by $17,070 contributed to a lesser loss.

For the six months ended June 30, 2014, our consolidated net loss from operations prior to elimination of non-controlling interest and provision for income taxes was ($487,918) compared to ($862,959) for the same period in the prior year, representing a decreased loss of $375,041. The decrease in our loss from operations was mainly due to an expense from stock award compensation for Company principals in the six month in the amount of $420,000 that was fully amortized by the end of the second quarter of last year. For the six month period the added gross margin of $223,891 was offset by extraction costs of $209,230.

Additionally, loss on the investment method in WGB Kinsey was $187,066 higher than the same period in the prior year.

Total other expense (income). Other expense was $33,808 and $52,264 for the three months ended June 30, 2014 and 2013, respectively. The decreased expense for the three months ended June 30 was attributable to last years pro rata share of the loss in the investment in Kinsey by the majority owned subsidiary MAB-C and the resultant decrease of the equity valued investment of ($39,042). The absence of this loss in the current period was offset by an increased interest expense in the current period of ($20,586).

Other expense was $74,703 and $222,344 for the six months ended June 30, 2014 and 2013, respectively. The decreased expense for the six months ended June 30 was attributable to last years pro rata share of the loss in the investment in Kinsey by the majority owned subsidiary MAB-C and the resultant larger decrease of the equity valued investment of ($187,066). The absence of this loss in the current period was offset by an increased interest expense in the current period of ($39,425).

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Net loss. We had a net loss attributable to common shares of ($151,871) and ($391,570) for the three and six months ended June 30, 2014 compared to ($391,570) and ($894,591) or $0.00 per share, for same period in the prior year. The decrease in our loss for the six months ended June 30, was mainly due to an expense from stock award compensation for Company principals in the amount of $420,000 that was fully amortized by the end of the second quarter of last year, less of a decrease in the investment in WGB Kinsey offset by an increase in the company’s interest expense.

Consolidated total operating loss (proforma)full operating results as if fully consolidated for comparative periods

	For the three months ended June 30												For the six months ended June 30
	2014			2013			Change			% Change			2014			2013			Change			% Change
Total Revenues	$	607,475		$	804,564		$	(197,088	)		-26.9	%	$	1,157,651		$	1,336,197		$	(178,546	)		-13.4	%
Total Expenses Derbyshire	$	(701,986	)	$	(512,932	)	$	189,054			-36.9	%	$	(1,134,613	)	$	(1,430,791	)	$	296,179			-20.7	%
Net Margin - Derbyshire Quary Operations	$	(94,511	)	$	291,631		$	(386,142	)		-132.4	%	$	23,039		$	(94,594	)	$	117,633			-124.4	%

RRHI loss from operations	$	(50,540	)	$	(259,284	)	$	208,744			-80.5	%		(101,628	)		(523,058	)	$	421,430			-80.6	%
MBMI attributable loss from operations	$	(124,830	)	$	(161,809	)	$	36,979			-22.9	%		(312,980	)		(371,533	)	$	58,553			-15.8	%
Total Net Loss from consolidated operations	$	(269,881	)	$	(129,462	)	$	(140,419	)		108.5	%	$	(391,570	)		(989,185	)		(303,798	)		30.7	%

Liquidity and Capital Resources

Total assets. On ~~September~~June 30, ~~2013~~2014, we had total assets of $12,~~246~~630,~~551~~694, compared to $1769,~~118,766~~530 on December 31, ~~2012~~2013. We had cash and cash equivalents of $~~126~~132,~~390~~246 on ~~September~~June 30, ~~2013~~2014 compared to $2257,~~897~~090 at December 31, ~~2012~~2013. Our fixed assets (net of depreciation), which ~~did~~changed ~~not~~significantly ~~change~~due ~~significantly~~to the Derbyshire purchase, were $4778,~~420~~099 on ~~September~~June 30, ~~2013~~2014, compared to $69,~~183~~590 on December 31, ~~2012~~2013. Prepaid expense increased to $~~295~~365,~~482~~402 on ~~September~~June 30, ~~2013~~2014 from $76232,~~411~~438 on December 31, ~~2012~~2013. This change was largely due to ~~prepayment~~prepaid ~~for~~tax ~~services to be provided to MAB-Z~~ in ~~conjunction~~the ~~with~~form ~~mining site preparation. Goodwill was recorded as a result~~ of ~~related~~VAT ~~party~~that ~~activity~~we ~~and~~will ~~the~~be ~~charge~~able ~~for the 25,000 shares of stock we issued~~ to ~~acquire~~start ~~interest~~recouping inonce MAB-Z. ~~This~~begins ~~transaction~~to ~~has~~take ~~also resulted~~ in ~~recording~~taxable ofrevenue ~~goodwill~~from onits ~~the~~customers. Inventory ~~books~~and ofgoodwill ~~MAB-Z,~~were recorded as ~~the~~a ~~value~~result of ~~the~~Derbyshire ~~25,000~~purchase ~~shares~~for of$299,445 ~~our~~and ~~Series B Preferred Convertible Stock has a value of~~ $25387,~~000~~911 respectively.

Total liabilities. We had total liabilities of $13,~~747~~487,~~455~~868, on ~~September~~June 30, ~~2013~~2014 compared to $12,~~197~~244,~~346~~455 for the period ended December 31, ~~2012~~2013, due primarily to the ~~secured~~purchase ~~loan~~note ~~and~~in ~~proceeds~~the ~~thereof~~amount ~~entered~~of ~~into~~$600,000 ongiven ~~May~~to ~~16,~~Derbyshire ~~2013~~former ~~MAB-Z~~principals asand a ~~one~~$400,000 ~~year~~convertible ~~securitized~~note ~~financing~~issuance. Additionally, ~~short~~a ~~term~~value ~~agreement~~of ~~with~~$357,608 ~~CBZ~~was ~~Bank~~assumed ~~Limited~~ in the ~~amount~~Derbyshire purchase exclusive of the $~~420~~600,000 mentioned above.

Accrued interest on convertible notes on ~~September~~June 30, ~~2013~~2014 was $~~217~~260,~~500~~851 compared to $~~191~~226,~~359~~309 at December 31, ~~2012~~2013. At ~~September~~June 30, ~~2013~~2014, we had a negative working capital of $12,~~325~~481,~~583~~184 compared to a negative working capital of $1,~~098~~919,~~038~~882 on December 31, ~~2012~~2013. These conditions raise substantial doubt about our ability to continue as a going concern within the next 12 months.

As ~~Going~~a ~~Concern.~~result ~~The~~of ~~items~~mining ~~discussed~~operations ~~above raise substantial doubts about~~ the ~~Company's~~company ~~ability~~has torecognized ~~continue~~an asAsset aRetirement ~~going~~obligation ~~concern.~~asset Inand ~~light~~liability ofas ~~these~~prescribed ~~factors,~~by ~~management~~ACS ~~believes~~410 ~~that~~Asset ~~with~~Retirement ~~the investment in Kinsey~~ and ~~the~~Environmental ~~commencement~~Obligations. Based ofon ~~production~~reasonable inestimates the ~~third~~Company ~~quarter~~has ofset ~~2013~~up ona ~~the~~reserve ~~Dodge~~to ~~Mines,~~restore the ~~Company~~local ~~will~~environment bebased ~~well~~on ~~positioned~~extraction ~~to succeed~~activity. ~~The~~Each ~~Company~~period ~~may~~ in ~~the~~which ~~future~~mining ~~obtain~~activities ~~funding~~occur ~~through~~a ~~securitizations~~portion ~~and~~of ~~other~~the ~~attempts~~current toextraction ~~raise~~cost ~~capital~~will ~~until~~be ~~cash~~recorded ~~flow~~as ~~operations~~an ~~are~~asset ~~self-sustaining~~and a liability in the ~~support~~current ~~of continuing operations~~period.

Cash flow from operations. During the nine months ended September 30, 2013, we had a negative cash flow from operations of $1,186,621 compared to negative cash flow from operations of $313,983 during the same period in the prior year. Our higher negative cash flow from operations was mainly due to increased outlay of cash as we incur exploration, pre-~~production site preparation development, start~~7-~~up, extraction, and legal fees costs in our majority owned subsidiary.~~

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Estimated ~~Cash~~future ~~flow~~reclamation ~~from~~costs ~~investing~~are ~~activities~~based principally on traditional estimates to comply with legal and regulatory requirements. ~~The~~At ~~sole~~June ~~investing~~30, ~~activity~~2014 ~~was~~and December 31, 2013, $83,350 and $0, respectively were recognized were accrued for ~~the~~reclamation ~~purchase~~costs ofrelating ~~small~~to ~~adjacent~~currently or ~~nearby~~recently ~~land~~producing ~~use~~mineral orproperties ~~rights~~in ~~options~~accordance ~~during~~with ~~the~~asset ~~nine~~retirement ~~month~~obligation ~~period~~guidance. ~~ended~~The ~~September~~current portions of $83,350 and $0 at June 30, 2014 and December 31, 2013, respectively, are included in Asset Retirement Obligation-Mining Rights.

Going ~~Cash flow from financing activities~~Concern. ~~During~~The ~~the~~items ~~nine~~discussed ~~months~~above ~~ended~~raise ~~September~~substantial ~~30,~~doubts ~~2013,~~about ~~we received~~the ~~$1,310,454~~Company's ~~net~~ability ~~cash from financing activities compared~~ to ~~$396,925~~continue inas ~~the~~a ~~same~~going ~~period~~concern. inIn ~~2012.~~light Weof ~~received~~these ~~$880~~factors,~~500~~ ~~proceeds~~management ~~from~~believes athat ~~private~~with ~~placement of~~ the ~~common~~purchase ~~stock~~ of ~~MBMI~~Derbyshire, ~~net~~investment ~~of fees, compared to $457,500 received~~ in ~~the~~Kinsey ~~same~~and ~~period in 2012. Payments for~~ the ~~liability~~commencement ~~associated~~of ~~with~~production ~~Dodge Mine Blocks 1-6~~ in the ~~current~~third ~~were~~quarter ~~made~~of in2013 on the ~~amount~~Dodge ~~of $13~~Mines,~~500~~ ~~compared to $75,083 paid in~~ the ~~same~~Company ~~period~~will inbe ~~the~~well ~~prior~~positioned ~~year~~to succeed. The Company may in the future obtain funding through securitizations and other attempts to raise capital until cash flow operations are self-sustaining in the support of continuing operations.

Cash flow from operations. During the six months ended June 30, 2014, we had a negative cash flow from operations of $405,686 compared to negative cash flow from operations of $593,310 during the same period in the prior year.

Cash flow from investing activities. The sole investing activities was for the down payment on the purchase of Derbyshire net of bank cash held by the company in the amount of $88,579 six month period ended June 30, 2014.

Cash flow from financing activities. During the six months ended June 30, 2014, we received $400,000 from the issuance of a note payable, $10,000 for an additional third party loans plus $365,000 net cash from private placement issuance of the Company’s Preferred Series B Convertible and common stack offset by a payment of $175,000 on the secured loan as well as other financing as a result of overdraft position in consolidating entity MAB-Z in the amount of $105,778.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and our Chief Financial Officer (currently the same person), after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are not effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 on the basis that we have not been funded sufficiently for us to employ an additional person to serve as our Chief Financial Officer.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

In March, April and May 2007, the Company issued 5% senior convertible three year notes to investors in the amount of $2,526,500, which equaled the gross proceeds raised by the Company (the “Convertible Notes”). Through March 31, 2010, Convertible Notes of $2,117,000, including $404,413 of accrued interest was converted to 42,340,000 shares of common stock. This conversion reduced the outstanding principal balance of the Convertible Notes to $349,500.

The Company is in default on the redemption of these remaining Notes which were due to be redeemed three years after the date of issue, and payment of interest, due to lack of sufficient cash resources.

ITEM 4. ~~MINE~~MINES SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.		Description

31.1 *		Certification of the Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of the Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101 PRE*		XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

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 date indicated.

Date: ~~November~~September 1511, ~~2013~~2014

	/s/ Al Pietrangelo
	Al Pietrangelo, CEO and CFO

Filing Compare · RAPTOR RESOURCES HOLDINGS INC.