U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED, ~~September~~MARCH 3031, ~~2014~~2015

[ ]	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: 000-51443

MABWE MINERALS INC.

(DBA FONON CORPORATION)

(Exact name of registrant as specified in its charter)

Wyoming		3646-~~4739442~~4222809
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

41400 ~~Howe~~Rinehart ~~Lane~~Road

~~Freehold N.J.~~#1000, ~~07728~~Lake Mary, FL 32746

(Address of Principal Executive Offices)

(~~732~~407) ~~252~~477-~~5146~~5618

(registrant’s telephone number)

41 Howe Lane

Freehold, New Jersey 07728

(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 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 checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (paragraph 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 [ X] No [ ]

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

Large accelerate filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] ( Do not check if a smaller reporting company) Smaller reporting company [X]

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

As of ~~November~~April 1030, ~~2014~~2015 there were ~~140~~465,~~458~~700,~~392~~000 shares of the issuer’s common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	F-1
Condensed Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	F-1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	F-2
Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (unaudited)	F-2
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)	F-3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (unaudited)	F-3
Notes to Condensed Consolidated Financial Statements (unaudited)	F-4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk	911
Item 4. Controls and Procedures	911
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	1012
Item 1A. Risk Factors	1012
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1012
Item 3. Defaults Upon Senior Securities	1012
Item 4. Mine Safety Disclosures	1012
Item 5. Other Information	1012
Item 6. Exhibits	1113
Signatures	1214

-i-

Table of Contents

MABWE MINERALS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30, 2014			December 31, 2013
ASSETS	(Unaudited)
CURRENT ASSETS
Cash	$	14,389		$	55,653
Prepaid expenses		225,203			232,483
Total current assets		239,592			288,136
Fixed assets, net of depreciation		4,913			5,510
OTHER ASSETS
Investment - W.G.B. Kinsey & Co (Pvt) Ltd		-			12,367
Mineral rights		433,000			433,000
Mining development costs		83,350			-
Total Other Assets		516,350			445,367
INTANGIBLE ASSETS
Goodwill		25,000			25,000
Total Intangible Assets		25,000			25,000
TOTAL ASSETS	$	785,855		$	764,013
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Unearned revenue	$	105,000		$	105,000
Accounts payable and accrued expenses		900,865			747,161
Loan overdraft - line of credit		239,975			-
Related Party Payable (Receivable) (Net)		448,980			(59,667	)
Loan payable - related party		51,000			40,000
Current portion of securitized loan - current		140,000			385,000
Total current liabilities		1,885,820			1,217,494
LONG TERM LIABILITIES
Reclamation and remediation liabilities		83,350			-
Securitized Loan - Long Term		-			35,000
Total long term liabilities		83,350			35,000
TOTAL LIABILITIES		1,969,170			1,252,494
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT)
Preferred stock, no par value; 5,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par; 500,000,000 shares authorized; 140,458,392 and 140,248,392 shares issued and outstanding		140,459			140,249
Additional paid-in capital		87,006,966			86,994,876
Additional paid-in capital - Warrants		177,266			177,266
Accumulated deficit		(88,508,006	)		(87,800,872	)
Total stockholders' (deficit)		(1,183,315	)		(488,481	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	785,855		$	764,013

MABWE MINERALS INC.
(DBA FONON CORPORATION)
BALANCE SHEETS

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


	(Unaudited)
	March 31, 2015			December 31, 2014
ASSETS
CURRENT ASSETS
Cash	$	-		$	840
Prepaid expenses		-			1,575
Inventory – WIP		414,365			-
Inventory – Finished Goods		806,277			-
Assets of discontinued operations		-			-
Total current assets		1,220,642			2,415

Fixed assets, net of depreciation		1,531,237			-

INTANGIBLE ASSETS
Software, trademarks and other Intangible assets, net of amortization		7,646,096			-
Total Intangible Assets		7,646,096			-

TOTAL ASSETS	$	10,397,975		$	2,415

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	-			57,363
Commitment - guaranty of debt - investee		-			413,489
Related Party Payable (Receivable) (Net)		-			26,228
Liabilities of discontinued operations		-			-
Current portion of securitized loan - current		-			-

Total current liabilities		-			497,080


TOTAL LIABILITIES		-			497,080

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, no par value; 5,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par; 500,000,000 shares authorized; 465,700,000 and 140,458,392 shares issued and outstanding		465,700			140,459
Additional paid-in capital	97,719,828				87,484,981
Additional paid-in capital - Warrants		552,223			177,266
Accumulated deficit	(88,339,776		)		(88,297,371	)

Total stockholders' equity (deficit)	10,397,975				(494,665	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	10,397,975		$	2,415

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

F-1

Table of Contents

MABWE MINERALS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DBA FONON CORPORATION)
(UNAUDITED)
STATEMENTS OF OPERATIONS
	For the Three Months Ended						For the Nine Months Ended
(Unaudited)
	September 30,			September 30,			September 30,			September 30,
	For the Three Months Ended
	2014			2013			2014			2013
	March 31,			March 31,
Operations:
	2015			2014
OPERATING EXPENSES
Continuing Operations:
Professional, consulting and marketing fees	$	74,924		$	169,181			207,493		$	333,360
OPERATING EXPENSES
Extraction cost		78,500			230,578			287,790			230,578
Professional, consulting and marketing fees	$	29,870		$	63,275
Site development and reclamation cost		17,900			379,861			64,496			458,926
General and administrative		9,480			23,600
General and administrative		24,990			49,356			83,226			163,338
Depreciation, amortization and accretion		3,055			-
Depreciation and accretion		200			-			598			-
Total operating expenses		42,405			86,875
Total operating expenses		196,514			828,976			643,603			1,186,202
Loss from operations		(42,405	)		(86,875	)
Loss from operations		(196,514	)		(828,976	)		(643,603	)		(1,186,202	)
OTHER (EXPENSE)
OTHER (EXPENSE)
Interest expense		-			-
Interest income		-			-			-			-
Total other (expense)		-			-
(Loss) on Investment - W.G.B. Kinsey - Equity Method Change in Fair Value of Conversion Option & Warrant Liabilities		-			(13,923	)		(12,367	)		(213,356	)
Loss before income taxes		(42,405	)		(86,875	)
Interest expense		(22,808	)		(17,750	)		(51,165	)		(23,337	)
Provision for income taxes		-			-
Total other (expense)		(22,808	)		(31,673	)		(63,532	)		(236,693	)
Net loss from continuing operations	$	(42,405	)	$	(86,875	)
Loss before income taxes		(219,322	)		(860,649	)		(707,135	)		(1,422,895	)
Discontinued Operations:
Income tax benefit		-			-			-			-
Gain (loss) on disposal of discontinued operations	$	-		$	-
NET LOSS	$	(219,322	)	$	(860,649	)		(707,135	)	$	(1,422,895	)
Loss from discontinued operations		-			(206,285	)
Loss per share - basic	$	(0.00	)	$	(0.01	)		(0.01	)	$	(0.01	)
Loss from discontinued oprations, net of tax	$	-		$	(206,285	)
Weighted average number of shares outstanding - basic		140,458,392			136,333,717			140,381,907			136,240,072
Net loss	$	(42,405	)	$	(293,160	)
Loss per share - diluted	$	(0.00	)	$	(0.01	)		(0.01	)	$	(0.01	)
Loss per share
Weighted average number of shares outstanding - diluted		177,613,392			168,627,566			170,217,846			168,400,436
Continuing operations	$	(0.00	)	$	(0.00	)
Discontinued operations	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		147,685,983			140,302,391
The accompanying notes are an integral part of these condensed financial statements.

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

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MABWE MINERALS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DBA FONON CORPORATION)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Nine Months Ended September 30,
	For the Three Months Ended
	2014			2013
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~707~~42,~~135~~405	)	$	(1293,~~422,895~~160	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and accretion expense		~~598~~3,055			-199
Common stock issues for services		~~7,300~~-			~~187~~6,~~487~~300
Change in fair value of investment		~~12,367~~-			~~213~~12,~~356~~367
Changes in operating assets and liabilities:
Prepaid expenses and other assets		71,~~280~~575			(~~196~~22,~~571~~817	)
Accounts payable and accrued liabilities		~~133~~36,~~704~~935			~~145~~(196,~~525~~489	)
Net cash used in operating activities		(~~545,886~~840	)		(1493,~~073,098~~600	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of fixed assets, net of disposals		-			(20,340	)
Acqusition of fixed assets		-			-
Net cash used in investing activities		-			~~(20,340~~-	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		21,000			443,458
Proceeds from related parties, net of repayments		-			459,144
Proceeds from related parties, net of repayments		518,647			(88,687	)
Repayments made on note payable		-			-
Proceeds from private placement, net of fees (including cash received for shares to be issued) - preferred and common stock		5,000			860,500
Net cash provided by financing activities		-			459,144
Increase in cash from loan overdraft line of credit		239,975			-
Net (decrease) in cash and cash equivalents		(840	)		(34,456	)
Repayments made on note payable		(280,000	)		(13,500	)
CASH - BEGINNING OF PERIOD		840			55,653
Net cash provided by financing activities		504,622			1,201,771
CASH - END OF PERIOD	$	-		$	21,197
Net increase (decrease) in cash and cash equivalents		(41,264	)		108,333
CASH - BEGINNING OF PERIOD		55,653			17,605
CASH - END OF PERIOD	$	14,389		$	125,938
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	~~71,417~~-		$	-57,617
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Accrued interest payable (prepaid interest) added (removed) to (from) principal balance	$	~~5,770~~-		$	26(1,~~241~~455	)
Prepaid expenses incurred as a result of issuance of common stock	$	3,150		$	97,500
Goodwill acquired by related party payable	$	-		$	-
Prepaid expenses incurred as a result of issuance of common stock	$	-		$	6,300
Dodge Mines and related debt acquired from related party payable	$	-		$	-
Common stock issued for investment in Kinsey	$	-		$	-
Non-cash asset purchase from Fonon Technologies, Inc.
Purchase of inventory - Finish goods and work in process	$	1,220,642		$	-
Purchase of fixed assets - demo and trade show equipment		1,439,273			-
Purchase of fixed assets - office furniture		92,789			-
Purchase of software - infrastructure, operational and web development		364,042			-
Purchase of software for machines for resale		1,176,284			-
Other intangibles - customer database		676,000			-
Other intangibles - trademarks		35,000			-
Other intangibles - design and documentation		5,397,000			-
Total non-cash asset purchase		10,401,030			-
Stock issued for purchase of assets from Fonon Technologies, Inc. (at par)	$	325,242		$	-
Value of warrants issued to Al Pietrangeo		374,957			-
Additional paid in capital		9,700,831			-
Total non-cash consideration	$	10,401,030		$	-
Conversion of related party debt to additional paid in capital	$	534,015		$	-
The accompanying notes are an integral part of these condensed financial statements.

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

F-3

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. ~~General~~ Organization and Basis of Presentation

~~Organization~~The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and ~~Basis~~regulations of ~~Presentation~~the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2014 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these 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.

~~The~~These ~~accompanying~~unaudited ~~condensed consolidated~~ financial statements ~~have~~reflect ~~been~~all ~~prepared by Mabwe Minerals Inc. f/k/a Raptor Networks Technology~~adjustments, ~~Inc.~~including ~~(the~~normal ~~“Company”)~~recurring without audit (unless otherwise indicated) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments which, in the opinion of management, are necessary ~~for~~to apresent ~~fair~~fairly presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. The September 30, 2014 condensed consolidated balance sheet was derived from audited financial statements as of December 31, 2013. These financial statements should be read in conjunction with the ~~audited financial statements at December 31, 2013 included in the Company’s most recent annual report on Form 10-K. Results of~~ operations ~~for the three~~ and ~~nine months~~cash ~~ended September~~flows ~~30, 2014 are not necessarily indicative of the results of operations expected~~ for the ~~full~~periods ~~year or for any other period~~presented.

~~Effective~~The ~~with~~Company ~~the~~was ~~change~~incorporated inunder ~~control~~the ~~and~~laws ~~conversion~~ of ~~notes~~the ~~and~~state ~~liabilities~~of toColorado ~~equity,~~on ~~the~~January ~~Company~~22, ~~entered~~2001 under the ~~exploration~~name ~~stage~~Pacific ~~on June 29~~InterMedia, ~~2012~~Inc. (“Pacific”).

On ~~July~~October 1817, ~~2012~~2003, ~~Mabwe~~Pacific ~~Minerals~~completed ~~Inc. acquired~~ a ~~49%~~business ~~interest~~combination intransaction ~~Mabwe Minerals Zimbabwe (PVT) LTD ("MAB-Z")~~ with ~~the~~Raptor ~~issuance~~Networks ~~of 25~~Technology,~~000~~ ~~shares of Raptor Resources Holdings~~ Inc. ~~Series~~(“Raptor”), Ba ~~Preferred~~closely-held ~~Convertible~~California ~~Stock~~corporation, ~~("Series~~through Bacquisition ~~Preferred~~of ~~Stock").~~all ~~Each share~~ of ~~Series~~the Bissued ~~Preferred~~and ~~Stock~~outstanding ~~is convertible into 50~~ common ~~shares~~stock of Raptor ~~Resources~~in ~~Holdings~~exchange ~~Inc.~~for ~~and~~authorized 25but ~~common~~previously ~~shares~~unissued ofrestricted ~~Mabwe~~common ~~Minerals~~stock ~~Inc~~of Pacific., Immediately ~~both~~prior ~~subject~~ to acompletion ~~one~~of ~~year~~the ~~holding~~acquisition ~~period.~~transaction, ~~The~~Pacific ~~remaining~~had ~~51% ownership in MAB-Z is held by~~ a ~~director~~total of ~~the Company~~4, ~~Zimbabwean resident~~034,000 ~~Tapiwa~~shares ~~Gurupira~~of ~~(41%~~its ~~ownership),~~common ~~with~~stock ~~the~~issued ~~remaining~~and ~~portion~~outstanding ~~owned~~comprised ~~by Asswell Gurupira (10% ownership). MAB-Z will be the operating arm~~ of ~~Mabwe Minerals Inc.~~1,034,000 ~~with~~registered ~~the~~shares ~~Company~~held ~~being~~by ~~the~~approximately ~~primary~~25 ~~beneficiary~~stockholders ofand ~~all~~3,000,000 ~~the~~shares ~~activities~~ of ~~MAB-Z.~~restricted ~~MAB-Z~~stock isheld aby ~~Variable~~Pacific’s ~~Interest~~founder ~~Entity~~and ~~(VIE)~~sole ~~with~~officer ~~respect to guidance under ASC 810-10-5~~ and ~~is therefore consolidated~~director.

~~The~~As ~~Company~~a ~~formally~~material aspect of the acquisition, onPacific ~~September~~re-acquired 30and cancelled the 3,000,000 ~~2012~~restricted shares as consideration for transfer of its remaining assets consisting of cash and office equipment to the officer and director, ~~appointed~~leaving ~~Tapiwa~~only ~~Gurupira~~the registered common stock, a1,034,000 ~~41%~~shares, ~~stakeholder~~as all of ~~MAB-Z~~its asissued aand ~~Director~~outstanding capital stock prior to completion of ~~Mabwe~~the ~~Minerals~~Raptor ~~Inc~~acquisition.

OnPursuant ~~November~~to 7,terms ~~2012~~of the ~~principals~~acquisition ofagreement, ~~MAB-Z~~all ~~received approval from the Government~~ of ~~Zimbabwe to form a new parent holding corporation for~~ the ~~purpose~~issued ~~of holding MAB-Z~~ and ~~its~~outstanding ~~percentage~~common ~~investment~~stock ~~stake~~of inRaptor, ~~WGB~~19,161,256 ~~Kinsey~~shares, ~~& Company (“Kinsey”.) The new company~~ was ~~Mabwe~~acquired ~~Corporation~~by ~~(PVT)~~Pacific, ~~LTD (“MAB~~share-~~C”.) The new corporation owns 100% of MAB~~for-Zshare, ~~and 25% of Kinsey. The Company owns a 49% stake~~ in ~~MAB-C~~exchange ~~the~~for ~~newly~~its ~~formed~~authorized ~~corporation;~~but ~~the~~previously ~~remaining~~unissued ~~51%~~common ~~ownership~~stock. Upon incompletion ~~MAB-C held by a director~~ of the ~~Company~~acquisition, ~~Zimbabwean~~Raptor ~~resident,~~became ~~Tapiwa~~a ~~Gurupira~~wholly ~~(41%~~owned ~~ownership),~~subsidiary ~~with~~of ~~the~~Pacific ~~remaining~~and ~~portion~~the ~~owned~~Raptor byshareholders ~~Asswell~~became ~~Gurupira~~shareholders ~~(10%~~of ~~ownership)~~Pacific. Unless ~~MAB-C~~otherwise isindicated, ~~the~~all ~~operating~~references ~~arm~~in ofthese ~~Mabwe~~financial ~~Minerals~~statements ~~Inc.,~~to ~~with~~ “the Company” ~~being~~include ~~the~~Pacific ~~primary~~and ~~beneficiary~~its ofwholly ~~all~~owned ~~the~~subsidiary, ~~activities of MAB-C~~Raptor. All ~~MAB-C~~intercompany istransactions ahave ~~Variable~~been ~~Interest~~eliminated ~~Entity~~in ~~(VIE)~~consolidation. On ~~with~~December ~~respect~~3, to2003, ~~guidance~~Pacific ~~under~~changed ~~ASC~~its ~~810-10-5~~name ~~and~~to isRaptor ~~therefore~~Networks ~~consolidated~~Technology, Inc.

OnThe ~~July~~acquisition ~~31,~~transaction ~~2013~~had ~~the~~been ~~Company~~treated ~~entered~~as ~~into~~ a ~~Master~~reverse ~~Distributer Agreement (“MDA”) with Steinbock Minerals Ltd. (“Steinbock”). Steinbock~~merger, ~~together~~ with ~~its~~Raptor ~~affiliate~~considered ~~Yasheya Ltd. (“Yasheya”) is engaged and specializes in~~ the ~~worldwide~~accounting ~~marketing, distribution and sale of industrial minerals, including but not limited to, all barite grade types and talc~~acquirer. Steinbock and Yasheya were granted the exclusive right to market, sell, distribute, ship and deliver Dodge Mine barite to their customer base. This agreement remains in effect until cancelled by either party upon six months written notice.

OnThe ~~January~~Company 6,was ~~2014,~~a ~~MAB~~provider of integrated high-Zspeed ~~completed~~Ethernet ~~the~~switching ~~process~~systems towhich ~~acquire~~enable new emerging high bandwidth critical applications. The data network market areas that the ~~mineral~~Company is targeting include video, storage, and ~~metal~~Internet ~~rights~~Protocol totelephony ~~110~~and ~~hectares~~technology ~~(272~~refresh. The ~~acres)~~Company ~~contiguous~~is ~~with~~currently ~~Dodge~~focusing ~~Mines~~on the United States market. Principal operations had commenced, although minimal revenues had been recognized to date.

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Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. ~~General~~Organization and Basis of Presentation (~~continued~~Continued)

~~Going~~The ~~Concern~~Company’s service contract with a Government prime contractor was almost depleted as of March 31, 2011 and consequently, revenues for the quarter under review amounted to close to zero. Taking into account the current status of the U.S. Government budget and the fact that the Company no longer has any rights in or to its intellectual property, the Company was no longer able to generate future revenue in that line of business.

~~The~~In ~~accompanying~~September ~~condensed~~2008, ~~consolidated~~the ~~financial~~Company ~~statements have~~shifted ~~been~~its ~~prepared~~principal operating model from product sales to licensing enabling a reduction in ~~conformity~~headcount, ~~with~~footprint ~~accounting~~and ~~principles~~infrastructure ~~generally~~that ~~accepted~~reduced operating expense run rates substantially. This shift in business model was not successful as the ~~United~~Company ~~States~~had ofnot ~~America~~generated any revenues from licensing agreements until July 5, 2011, at which ~~contemplate~~time ~~continuation~~the Company entered into an agreement with California Capital Equity, LLC (“CCE”) granting CCE an exclusive license (even as to the Company) leaving the Company without any continuing rights in or to its intellectual property. In addition, on August 1, 2011, all of the Company’s asremaining assets were sold during a ~~going~~public ~~concern~~foreclosure sale. ~~The~~For further details on these transactions, see the disclosures in the Forms 8-K filed by the Company ~~has~~on ~~entered~~July 11, 2011 and August 4, 2011. As a ~~new~~result ~~line~~of the above transactions, the Company classified all of ~~business~~its operations as andiscontinued ~~exploration~~operations, ~~stage~~except ~~company.~~certain ~~There~~general isand anadministrative ~~accumulated~~expenses ~~deficit~~related ~~of $88~~to the public shell company,~~508~~ such as EDGAR fees,~~006.~~ ~~The~~audit ~~Company~~fees ~~had~~and nolegal ~~revenues~~expenses asrelated to review of ~~September~~ ~~30,~~public ~~2014~~filings and amounts related to the Company’s convertible debt.

InAll ~~September~~of ~~2008,~~our convertible notes payable have matured and the Company ~~shifted~~did ~~its~~not pay the principal ~~operating~~balances ~~model~~and ~~from~~accrued ~~product~~interest ~~sales~~at tomaturity ~~licensing~~or ~~enabling~~thereafter. The note holders exercised their right as a ~~reduction~~secured inlender ~~headcount,~~against ~~footprint~~the ~~and~~Company’s ~~infrastructure~~assets ~~that~~and ~~reduced~~held ~~operating~~a ~~expense~~public ~~run~~foreclosure ~~rates~~sale of substantially~~. Since~~ ~~this~~all ~~shift~~of inthe ~~business~~Company’s ~~model~~assets and acquired all of these assets at a price of $100,000, which price was ~~not~~credited ~~successful~~against the outstanding notes on August 1, 2011. As a result of the public sale on August 1, 2011, the Company ~~entered~~retained ~~into~~no material assets with which to continue its operations. The Company was seeking companies or businesses with an ~~agreement~~interest in utilizing the Company as a public shell vehicle and in August 2011 signed a non-binding Letter of Intent with ~~California~~an ~~Capital~~interested ~~Equity~~party for a possible merger. This transaction was completed in December 2011, ~~LLC~~when Raptor Resources Holdings Inc. (~~“CCE”~~formerly Lantis Laser Inc.) ~~granting~~acquired an 80.14% controlling equity stake in the Company. In addition to Raptor Resources Holdings Inc. issuing 5 million shares of their common stock to CCE, anthey ~~exclusive~~were ~~license~~issued 109,928,311 shares in the Company to attain a 55% ownership as of December 31, 2011. The Company filed a Form 14C to amend its ~~intellectual~~charter ~~property~~to increase the authorized shares of common stock of the Company to 500,000,000 ~~leaving~~shares, and the Company ~~without~~then ~~any~~issued ~~continuing~~an ~~rights~~additional, 79,078,817 shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and simultaneously issued 13,510,752 shares of common stock to CCE in orconsideration for the conversion of the convertible notes outstanding to ~~its~~common ~~intellectual~~stock ~~property~~on a post-split basis. The convertible notes previously issued by Raptor Networks Technology, Inc. were converted after the Company then engaged in a 1:10 reverse stock split. Former shareholders of Raptor Networks Technology, Inc. (“RPTN”) were reissued 1 share of Mabwe Minerals Inc. for each 10 shares of RPTN. No fractional shares were issued resulting in a negligible increase to the total outstanding shares on a post-split basis. All shares herein are reflected post-split in accordance with the Staff Accounting Bulletin.

OnEffective ~~August~~with ~~1, 2011 CCE exercised its right as a secured lender against~~ the ~~Company’s~~change ~~assets~~in ~~since~~control ~~the Company was unable to pay its outstanding notes that were due~~ and ~~payable~~conversion ~~and held a public foreclosure sale~~ of ~~substantially all of the Company’s assets. CCE acquired all of these assets at a price of $100,000, which price was credited against the outstanding~~ notes~~. As~~ aand ~~result~~liabilities ofto ~~the public sale on August 1~~equity, ~~2011,~~ the Company ~~retained~~entered ~~no material assets with which to continue its operations. The Company sought companies or businesses with an interest in utilizing~~ the ~~Company~~exploration asstage ~~a public shell vehicle and in August 2011 signed a non-binding Letter of Intent with Raptor Resources Holdings Inc. (formerly Lantis Laser Inc. (OTCQB: RRHI) which~~ on June 2829, 2012 ~~consummated the acquisition of an 80~~.14% controlling equity interest in the Company. Raptor Resources Holdings Inc. issued 5,000,000 shares of their common stock to CCE and itself received 10,992,831 (post reverse split adjusted) shares in the Company to attain a 55.52% ownership as of June 28, 2012. The Company filed a Schedule 14C that was effective June 28, 2012 to amend its charter to increase the authorized shares of common stock of the Company to 500,000,000 shares. The Company issued 79,078,817 additional shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and issued 13,510,752 shares of stock to CCE in consideration of the conversion of the convertible notes outstanding to CCE. The convertible notes previously issued by Raptor Networks Technology, Inc. were converted when the Company engaged in a 1:10 reverse stock split.

Simultaneous with the reverse stock split the Company was renamed Mabwe Minerals Inc. Former shareholders of Raptor Networks Technology, Inc. (“RPTN”) were reissued one share of Mabwe for each 10 shares of RPTN. No fractional shares were issued resulting in a negligible increase to the total outstanding shares on a post-split basis. All shares herein are reflected post-split in accordance with the Staff Accounting Bulletin.

Being an exploration stage company, we have thus far classified all of the expenses associated with extraction as period expenses. The Company believes that until it realizes positive operational cash flow and enters the production stage that this expenditure may never be monetized by way of sale of mined minerals. The Company has yet to realize its first shipment of barite and to date has incurred significant costs relative to a startup mining company. Additionally, the incremental expense of either hiring an additional staff member or contracting with an outside party to have our lots certified and qualified in lots and specific grades of materials would be significant and cost prohibitive. No one in the Company draws a regular salary and the Company is not in the position to bring on a staff member or incur the expense of routinely contracting with a qualified geologist or any other expert in the field of classification and certification of certain grades of barite. Overall capital investment to this point has been substantial and until we are producing positive operational cash flow it is the intent of management to minimize cash outflow to only critical expenditures.

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MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. ~~General~~Organization and Basis of Presentation (~~continued~~Continued)

~~Going~~On ~~Concern~~July 18, 2012 Mabwe Minerals Inc. acquired a 49% interest in Mabwe Minerals Zimbabwe (~~Continued~~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 Inc., 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 (50% ownership), with the remaining portion owned by Asswell Gurupira (1% ownership). MAB-Z will be the operating arm of Mabwe Minerals Inc., 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.

~~Additionally,~~The ~~the~~Company ~~grade~~formally, ofon ~~mineral~~September ~~that~~30, ~~we currently have stockpiled is not the desired grade for Steinbock~~2012, ~~our~~appointed ~~master~~Tapiwa ~~distributer~~Gurupira, ~~and~~a ~~although~~50% westakeholder ~~believe~~of ~~that~~MAB-Z ~~the~~as ~~mineral in its current form to be~~ a ~~saleable~~Director ~~grade~~ of ~~the~~Mabwe ~~commodity~~Minerals ~~we neither have the current capacity to further refine the mineral to an acceptable grade nor the ability to find another buyer for the material~~Inc.

~~The~~On ~~items~~November ~~discussed~~7, ~~above~~2012 ~~raise~~the ~~substantial~~principals ~~doubt~~of ~~about~~MAB-Z received approval from the ~~Company's~~Government ~~ability~~of Zimbabwe to ~~continue~~form as a ~~going~~new ~~concern. Management~~parent ~~believes,~~holding ~~however,~~corporation ~~that as~~for athe ~~result~~purpose of holding MAB-Z and its ~~the~~ 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. 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, ~~commencement~~Zimbabwean resident, Tapiwa Gurupira (50% ownership), with the remaining portion owned by Asswell Gurupira (1% ownership). MAB-C will be the operating arm of ~~mining~~ ~~operations~~Mabwe atMinerals ~~Dodge~~Inc., ~~Mines~~with ~~and~~the ~~receipt~~Company being the primary beneficiary of ~~two~~all ~~purchase~~the ~~orders~~activities ~~from~~of ~~our~~MAB-C. ~~master~~At ~~distributer~~this ~~Steinbock~~time, the Company isdetermined ~~well~~that ~~positioned~~MAB-C would be a Variable Interest Entity (VIE) with respect to ~~succeed~~guidance under ASC 810-10-5 and therefore consolidated the results of that entity into the Company’s financial statements.

~~The~~On ~~financial~~January ~~statements~~6, do2014, ~~not~~MAB-Z ~~include~~completed ~~any~~the ~~adjustments~~process ~~relating~~ to acquire the ~~recoverability~~mineral and ~~reclassification~~metal ofrights ~~recorded~~to ~~asset~~110 ~~amounts~~hectares or(272 ~~amounts~~acres) ~~and~~contiguous ~~classification~~with ofDodge ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~Mines.

On December 28, 2014, the Company removed Tapiwa Gurupira, a 50% stakeholder of MAB-Z as a Director of Mabwe Minerals Inc.

As fully described in Note 3, on December 28, 2014, the Company deconsolidated MAB-C, a VIE due to the fact that the Company no longer has the power to direct the activities that most significantly impact MAB-C’s economic performance.

As a result of the deconsolidation, the Company exited the exploration stage and became a development stage company.

On March 30, 2015, the Company, entered into a Share Purchase and Asset Sale Agreement (the “SPA”) among Mabwe Minerals, Fonon Technologies, Inc. ("Fonon Technologies"), Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 325,241,608 shares of its common stock, to give Fonon Technologies 65% ownership of Mambwe’s' capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $10,401,030 which Fonon Technologies used in its laser material processing and consumables business.

The Company intends to focus on the business of 3D FUSION™ or 3D Laser Metal Sintering ("3D Laser Metal Printing"), an emerging additive metal nano powder manufacturing technology with a presence in numerous industries including medical, aerospace and defense. 3D Laser Metal Printing has diverse applications, including the manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics. 3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal nano powders into 3D objects. Metal powder is supplied to each customer as a consumable item after acquiring a Laser 3D Metal System.

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Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Basis of Presentation (Continued)

At closing, Mabwe transferred all of its assets and liabilities including the 49% ownership interest in MAB-C and all accounts payable and related party payables to Raptor Resources Holdings Inc. to a company controlled by Al Pietrangelo so the Company will now engage in the business of 3D Laser Metal Printing. As a result of this transfer, Mabwe was left with no assets or liabilities other than the assets acquired in the Fonon Technologies acquisition. Effective upon the closing date of the SPA, Al Pietrangelo, former President and CEO and sole director, resigned, and prior to such resignation appointed Dmitriy Nikitin to be the sole member of its Board. Mabwe now intends to initiate a 1:10 reverse stock split, issue to Fonon Technologies an additional 65,000,000 shares of Mabwe Common Stock to achieve ownership by Fonon Technologies of 97,524,161 shares or 85% of Mabwe's 115,000,000 post-split issued and outstanding shares of capital stock, which includes a warrant issued to Al Pietrangelo, former President of Mabwe, to purchase 12,500,000 shares of the Company's common stock for a period of two years at an exercise price of .001 per share. The 12,500,000 warrants were calculated as part of the purchase price, however will not be issued until the reverse stock split becomes effective. As a result of the March 30, 2015 transaction with Fonon Technologies, all operations related to the exploration stage business of Mabwe has been reflected as discontinued operations.

The potential conversion of all outstanding warrants and convertible Preferred Series B shares of Raptor Resources Holdings, Inc., in the amount of 35,900,000 would put the Company in an oversubscribed position resulting in a potential over issuance where the total number of shares issued and outstanding would be are 501,600,000, which is 1,600,000 shares greater than the authorized limit of 500,000,000. As a result of the common stock equivalents exceeding the authorized limit, the 1,600,000 warrants have become a derivative liability as they do not meet the requirements for equity classification. The Company is willing to cover the issuance of shares from stock previously issued to Fonon Technologies, Inc. under the March 30, 2015 SPA to fulfill this obligation if there were not enough shares authorized to avoid any securities violations

Presentation as a Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has a loss from continuing operations of $42,405 and $86,875 for the three months ended March 31, 2015 and 2014, respectively. The Company also has an accumulated deficit of $88,339,776 and a working capital deficit of $1,220,642 at March 31, 2015.

In September 2008, the Company shifted its principal operating model from product sales to licensing enabling a reduction in headcount, footprint and infrastructure that reduced operating expense run rates substantially. This shift in business model has not been successful as the Company had not generated any revenues from licensing agreements until July 5, 2011, at which time the Company entered into an agreement with California Capital Equity, LLC (“CCE”) granting CCE an exclusive license (even as to the Company) leaving the Company without any continuing rights in or to its intellectual property.

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Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Basis of Presentation (Continued)

Presentation as a Going Concern (Continued)

On August 1, 2011 CCE exercised its right as a secured lender against the Company’s assets since the Company was unable to pay its outstanding notes that were due and payable and held a public foreclosure sale of substantially all of the Company’s assets. CCE acquired all of these assets at a price of $100,000, which price was credited against the outstanding notes. As a result of the public sale on August 1, 2011, the Company retained no material assets with which to continue its operations. The Company sought companies or businesses with an interest in utilizing the Company as a public shell vehicle and in August 2011 signed a non-binding Letter of Intent with Raptor Resources Holdings Inc. (formerly Lantis Laser Inc. (OTCQB: RRHI) which on June 28, 2012 consummated the acquisition of an 80.14% controlling equity interest in the Company. Raptor Resources Holdings Inc. issued 5,000,000 shares of their common stock to CCE and itself received 10,992,831 (post reverse split adjusted) shares in the Company to attain a 55.52% ownership as of June 28, 2012. The Company filed a Schedule 14C that was effective June 28, 2012 to amend its charter to increase the authorized shares of common stock of the Company to 500,000,000 shares. The Company issued 79,078,817 additional shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and issued 13,510,752 shares of common stock to CCE in consideration of the conversion of the convertible notes outstanding to CCE. These convertible notes previously issued to CCE by Raptor Networks Technology, Inc. were converted after the Company engaged in a 1:10 reverse stock split.

Simultaneous with the reverse stock split the company was renamed Mabwe Minerals Inc. (“Mabwe” or “the Company”.) Former shareholders of Raptor Networks Technology, Inc. (“RPTN”) were reissued one share of Mabwe Minerals Inc. for each 10 shares of RPTN. No fractional shares were issued resulting in a negligible increase to the total outstanding shares on a post-split basis. All shares herein are reflected post-split in accordance with the Staff Accounting Bulletin.

Prior to deconsolidation, the Company had classified all of the expenses associated with extraction as period expenses. MAB-Z has yet to realize its first shipment of barite and to date has incurred significant cost relative to a startup mining company. Additionally, the incremental expense of either hiring an additional staff member or contracting with an outside party to have our lots certified and qualified in lots and specific grades of materials would be significant and cost prohibitive. No one in the MAB-Z draws a regular salary and they are not in the position to bring on a staff member or incur the expense of routinely contracting with a qualified geologist or an otherwise expert in the field of classification and certification of barite as related to certain grades of qualities. Overall capital investment to this point has been substantial and until MAB-Z is producing positive operational cash flow it is the intent of management to minimize cash outflow to only critical expenditures.

Additionally, the grade of mineral that MAB-Z currently has stockpiled is not the desired grade of Steinbock, our master distributer and though we believe that the mineral in its current form to be a saleable grade of the commodity MAB-Z neither has the current capacity to further refine the mineral to an acceptable grade nor the ability to find another buyer for the material.

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Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Basis of Presentation (Continued)

Presentation as a Going Concern (Continued)

Corporations established under Zimbabwean law, must have a controlling ownership interest held by domestic parties. As a result of this statute, 51% of MAB-C was owned by Tapiwa and Asswell Gurupira (domestic residents of Zimbabwe), and the remaining 49% held by the Company. MAB-C owned 100% of MAB-Z a domestic Zimbabwe corporation. MAB-Z was the owner of the majority of the Company’s assets and obligor of a majority of the Company’s liabilities on a consolidated basis. In late 2013, the ownership of the mining rights on the Dodge Mines came into question, with certain challengers of these rights commencing litigation against MAB-Z. Despite holding legal certificates of ownership of the Dodge Mines claims that MAB-Z had, the legal system in Zimbabwe is not as clear cut as to the ownership. Several of these lawsuits have been heard, with MAB-Z being victorious on each and every count. However, appeals continue to be filed, and the outcome of these appeals are not known, and with the Dodge Mine claims being in question, it has delayed exploration and future revenue streams from the barite that these claims are said to contain. When the Company entereded into this industry in Zimbabwe with the clear title to these Dodge Mine claims, the economic conditions in Zimbabwe were not as poor as they are today, and the relationship between the Company and the Gurupira’s was also on much better terms. In fact, Tapiwa up until December 28, 2014, was a director of the Company.

In 2012, despite not having voting control of MAB-C, the entire five member board of directors of MAB-C were acting as a cohesive unit in the best interest of the Company, and the Company had met both conditions of the VIE model, and therefore recognized MAB-C as a VIE and consolidated MAB-C into the Company’s financial statements under ASC 810. During late 2014, culminating on December 28, 2014, it became evident to the Company, that the relationship with the board members located in Africa and the board members located in the USA for MAB-C had soured. The cohesiveness that embodied the prior two years was not there, and the funding of the operations in Africa had stopped. Essentially, the power to direct the activities that most significantly impact MAB-C’s economic performance had terminated. As of December 28, 2014, the Company had considered that the investment of MAB-C was no longer a VIE, and thus would be considered an equity investment under ASC 970-323.

On December 28, 2014, the Company deconsolidated MAB-C, a VIE due to the fact that the Company no longer has the power to direct the activities that most significantly impact MAB-C’s economic performance.

On March 30, 2015, the Company, entered into the SPA whereby transferred assets of Fonon Technologies valued at $10,401,030 allows the Company to focus operational efforts in the laser material processing and consumables business. The Company’s business of 3D Laser Metal Printing, an emerging additive metal nano powder manufacturing technology with a presence in numerous industries with diverse applications, including the manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics. 3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal nano powders into 3D objects. Metal powder is supplied to each customer as a consumable item after acquiring a Laser 3D Metal System.

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Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies

~~For~~Exploration aStage ~~complete discussion of the~~ Company’s/Development ~~significant~~Stage ~~accounting policies, please refer to the~~ Company~~’s annual report on Form 10-K for the fiscal year ended December 31, 2013.~~

As of June 29, 2012 the Company moved from an Operating Stage Company to an Exploration Stage Company as a result of the execution of the change in ownership control to the majority controlling interest by Raptor Resources Holdings Inc. This transaction was FINRA deemed effective June 28, 2012 and exploration stage activities commenced on June 29, 2012. In accordance with ASC 915 the Company will be reporting and disclosing additional information in addition to reporting and disclosure requirements otherwise prepared in accordance with U.S. generally accepted accounting principles (GAAP).

AsThe ofCompany ~~June~~had ~~29,~~adopted ~~2012~~ the ~~Company~~provisions ~~moved~~of ~~from~~ASC an810-10-5, ~~Operating~~“Consolidation ~~Stage~~of ~~Company~~VIEs”. toASC an810-10-5 ~~Exploration~~requires ~~Stage~~a ~~Company~~VIE asto abe ~~result~~consolidated ofby ~~the~~a ~~execution~~company ofif ~~the~~that ~~change~~company inis ~~ownership~~subject ~~control~~ to ~~the~~a majority ~~controlling~~of ~~interest~~the byrisk ~~Raptor~~of ~~Resources~~loss ~~Holdings~~for ~~Inc.~~the ~~This~~VIE ~~transaction~~or ~~was~~is ~~deemed~~entitled ~~effective~~to byreceive ~~FINRA~~a ~~June~~majority ~~28,~~of ~~2012~~the ~~and~~VIEs ~~exploration~~residual ~~stage~~returns. ~~activities~~As ~~commenced~~fully ondescribed ~~June~~in 29Note 3, ~~2012.~~on InDecember ~~accordance~~28, ~~with~~2014, ~~ASC 915~~ the Company ~~will~~deconsolidated beMAB-C, ~~reporting~~a ~~and~~VIE ~~disclosing~~due ~~additional information in addition~~ to ~~reporting~~the ~~and~~fact ~~disclosure~~that ~~requirements otherwise prepared in accordance with U.S. generally accepted accounting principles (GAAP). In accordance with ASU 2014-10 (see Recent Accounting Pronouncements),~~ the Company ~~has~~no ~~early~~longer ~~adopted~~has the ~~provisions~~power to ~~remove~~direct ~~all~~the ~~exploration~~activities ~~stage~~that ~~company~~most ~~disclosures~~significantly ~~and~~impact ~~amounts~~MAB-C’s ~~effective~~economic ~~with the period ended June 30, 2014~~performance.

As a result of the deconsolidation, the Company exited the exploration stage and became a development stage company.

With the March 30, 2015 the SPA whereby the transfer of performing assets by Fonon Technologies into the Company valued at $10,401,030 allows the Company to focus operational efforts in the laser material processing and consumables business. The Company’s business of 3D Laser Metal Printing, an emerging additive metal nano powder manufacturing technology with a presence in numerous industries with diverse applications, including the manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics. 3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal nano powders into 3D objects. Metal powder is supplied to each customer as a consumable item after acquiring a Laser 3D Metal System.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its 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.

Mabwe Minerals Inc. on July 18, 2012, acquired a 49% interest in Mabwe Minerals Zimbabwe (PVT) LTD (MAB-Z) through the issuance of 25,000 shares of Raptor Resources Holdings Inc. Series B Preferred Convertible Stock.

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 1 year holding period. The remaining 51% ownership in MAB-Z is held by a Director of the Company, a Zimbabwe resident, Tapiwa Gurupira (4150%) with the remaining portion owned by Asswell Gurupira (101%). 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.

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Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Principles of Consolidation (Continued)

AsOn aNovember ~~result~~7, 2012 the principals of MAB-Z received approval from the ~~investment~~Government ~~by Mabwe~~of ~~Minerals~~Zimbabwe ~~Inc.~~to ~~funded~~form bya ~~Preferred~~new ~~Convertible~~parent ~~Series~~holding Bcorporation ~~Stock~~for the purpose of ~~Raptor~~holding ~~Resources~~MAB-Z ~~Holdings~~and ~~Inc~~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, which as of October 1, 2014, has been ~~identified~~returned byto ~~the~~Kinsey, ~~Company~~ as afully ~~VIE~~described in Note 3. The ~~value~~Company ofowns a 49% stake in MAB-C the ~~Series~~newly Bformed ~~Preferred~~corporation; ~~Convertible~~the ~~Stock~~remaining is51% ~~$25~~ownership in MAB-C held by a former director of the Company,~~000,~~ ~~which~~Zimbabwean isresident, ~~reflected~~Tapiwa asGurupira ~~Goodwill~~(50% onownership), with the ~~condensed~~remaining ~~consolidated~~portion ~~balance~~owned ~~sheet~~by ~~at September~~Asswell 30Gurupira (1% ownership). MAB-C up through December 28, 2014, was the operating arm of Mabwe Minerals Inc., with the Company being the primary beneficiary of all the activities of MAB-C.

~~On November 7, 2012 the principals of~~ MAB-ZC ~~received~~was ~~approval from the Government of Zimbabwe to form~~ a ~~new~~Variable ~~parent~~Interest ~~holding~~Entity ~~corporation for the purpose of holding MAB-Z and its percentage investment stake in WGB Kinsey & Company~~ (~~“Kinsey”.~~VIE) ~~Accordingly,~~ wewith ~~formed~~respect ~~Mabwe~~to ~~Corporation~~guidance ~~(PVT)~~under ~~LTD~~ASC ~~(“MAB~~810-~~C”.) The new corporation owns 100% of MAB~~10-Z5 and ~~25%~~was oftherefore ~~Kinsey~~consolidated. The Company owns a 49% stake in MAB-C with the remaining 51% ownership in MAB-C held by two individuals, one a director of the Company, Zimbabwean resident, Tapiwa Gurupira (41% ownership), and the second Asswell Gurupira (10% ownership).

~~MAB-C~~As isfully ~~the~~described ~~operating~~in ~~arm~~Note of3, ~~Mabwe~~on ~~Minerals~~December ~~Inc.~~28, ~~with~~2014, the Company ~~being~~deconsolidated ~~the~~MAB-C, ~~primary~~a ~~beneficiary~~VIE ofdue ~~all~~to the ~~activities~~fact ofthat ~~MAB-C.~~the ~~MAB-C~~Company isno alonger ~~Variable~~has ~~Interest~~the ~~Entity~~power ~~(VIE)~~to ~~with~~direct ~~respect~~the toactivities ~~guidance~~that ~~under~~most ~~ASC~~significantly ~~810~~impact MAB-~~10-5~~C’s ~~and~~economic ~~is therefore consolidated~~performance.

~~Noncontrolling~~Pursuant ~~Interests~~to the March 30, 2015 SPA whereby the simultaneous asset purchase, the transfer of prior Company assets and liabilities to a company controlled by Al Pietrangelo and the Company’s direction to engage in the business of 3D Metal Laser Printing as well as the effective upon the closing date of the SPA, Al Pietrangelo, former President and CEO and sole director, resigned, and prior to such resignation appointed Dmitriy Nikitin to be the sole member of its Board there is no subsidiary parent arrangement. The transferred assets of Fonon Technologies valued at $10,401,030 allow the Company to focus operational efforts in the laser material processing business.

InBusiness accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated 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 30, 2013. There was no activity from December 2, 2011 through June 28, 2012 in MAB-Z, the Company’s majority-owned subsidiary.Combination

On March 30, 2015, the Company, entered into a Share Purchase and Asset Sale Agreement (the “SPA”) among Mabwe Minerals, Fonon Technologies, Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 325,241,608 shares of its common stock, to give Fonon Technologies 65% ownership of Mabwe’s capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $10,401,030 which Fonon Technologies used in its laser material processing and consumables business.

The Company has reviewed the SPA for consideration as a business combination and for the application of pushdown accounting, In is review of this transaction the Company considered ASU No. 2014-17, “Business Combination” and ASC 805-50 “Business Combinations: Related Issues” sections 25 “Recognition” and 30 “Initial Management”. As prescribed in ASC 805-50-25-1 initial recognition of the purchase of assets for equity interest consideration shall be measured at the date of acquisition. The entities of the transaction were not under common control.

The Company has considered ASC 805-50-30 “Business Combinations: Related Issues - Initial Management” assets purchased rather than a business. Under this provision the assets purchased are recognized at the cost to the acquiring entity. In this case, the consideration of non-cash equity interest which was given in exchange for the assets is based upon the fair value of the assets acquired because it is more reliability measured. This reliability is based on the uncertainty of true stock value subsequent to planned reverse spilt and the issuance of an additional 65,000,000 post-split shares of common stock to Fonon Technologies, Inc.

F-11

Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Business Combination (Continued)

In November 2014, the FASB issued ASU No. 2014-17, “Business Combination.” The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements. Under the SPA the acquirees’ acquisition was of a group of performing assets and not a disparate company. As a result of the deconsolidation on December 28, 2014, the basis of account prior to and subsequently are not materially different. As result of the SPA, the Company, Fonon Corporation will focus on the business of 3D Laser Metal Printing. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Significant estimates made by management include the recoverability of long-lived assets, the valuation of stock-based compensation and the valuation allowance of the deferred tax asset. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are recorded at ~~cost~~fair value at the time of the SPA and are presented less accumulated depreciation. Depreciation is computed using the straight-line method over the assets estimated useful lives ~~as follows: computer equipment, furniture and fixtures and testing equipment are depreciated over three years and office equipment is depreciated over five years~~. ~~Scientific~~ ~~and measurement equipment is recorded with a useful life of seven years.~~ 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.

~~F-7~~Revenue Recognition

Prior 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 recognized revenue from distribution sales when all contingencies were satisfied and upon persuasive evidence of a sale to end users until such time that historical sell through ratios had been developed. Payments received before all of the relevant criteria for revenue recognition were satisfied were recorded as deferred revenue in the accompanying balance sheets. Revenues and costs of revenues from consulting contracts were recognized during the period in which the service was performed. All revenues were reported net of any sales discounts or taxes.

Since the Company entered the Exploration Stage and most recently, the Development Stage, no revenues have been recorded.

F-12

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Prior 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.

Since the Company entered the Exploration Stage, no revenues have been recorded.

Unearned Revenue

AsPrior anto ~~Exploration~~deconsolidation ~~Stage~~as ~~company~~discussed in Note 3, when the Company ~~has~~was in the Exploration Stage, MAB-Z had 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 ~~earnings~~earning process on the purchase order that was submitted by Steinbock in the third quarter of 2013. A second purchase order was issued by Steinbock in December of 2013 for 10,000 tons of barite but has not been billed by ~~the Company~~MAB-Z. This delay iswas due to ~~the Company~~MAB-Z’s desire to refine the current mineral extraction to a sufficiently high grade of barite to obtain a higher market price. Further delaying the process and adding cost to the process iswas the search and testing of equipment necessary for this further refinement. Under the terms of the initial purchase order, Steinbock isagreed to pay half of the face value upon delivery of the invoice. As of ~~September~~ 30December 31, ~~2014~~2013, the first 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~~was expected to be recorded in MAB-Z as revenue once the initial 2,000 tons of minerals ~~are~~were delivered to the buyer. The second purchase order ~~requires~~required ~~the~~MAB-Z ~~Company~~ to successfully ~~ship~~produce the ordered quantity of an additional 10,000 tons ofafter ~~barite~~the tojigging beoperations ~~paid~~were into ~~two~~have ~~installments,~~been ~~the~~completed ~~first installment~~ to bereceive ~~paid after~~ the ~~jigging~~first ~~operations~~half ~~have~~of ~~been~~the ~~completed~~payment, and the second half ~~of the payment~~ to be ~~made~~paid upon a vessel being loaded in Beira. In addition, MAB-Z had recorded $3,740 of unearned revenue in December 2014 for stockpile inventory yet to be delivered to the customer.

Inventory

~~Inventories~~Prior to deconsolidation as discussed in Note 3, of MAB-C, inventories, including stockpiles and mineralized material ~~are~~were carried at the lower of cost or net realizable value. Cost iswas comprised of production costs for mineralized material produced and processed. Production costs ~~include~~included 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.

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.

Finished Goods Inventories - Finished goods inventories include minerals that are certified in quantifiable lots 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.

FWork in process inventory (Fonon Corporation) -8 Work in process inventory consists of inventory purchased under the SPA that was partially manufactured or not fully assembled as of the report date. This equipment, machines, parts, frames, lasers or assemblies are items not ready for use or resale. Costs are accumulated as work in process until sales ready items are compete when it is moved to finished goods inventory. Amounts in this account represent items at various stages of completion at the report date.

Finished goods inventory (Fonon Corporation) - Finished goods inventory consists of inventory purchased under the SPA that were fully manufactured, assembled or in salable condition, Finished good inventory is comprised of items that are complete and ready for commercial application without further cost other that delivery and setup. Finished goods inventory includes solar and other equipment, lasers, software, machines, parts or assemblies.

F-13

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Inventory (continued)

Stockpile reserves

Prior to deconsolidation as discussed in Note 3, for MAB-C, Stockpiles ~~represent~~represented mineralized material that ~~has~~had been extracted from the mine and is available for further processing. Stockpiles ~~are~~were measured by estimating the number of tons added and removed from the stockpile. Stockpile tonnages ~~are~~were verified by periodic surveys. Costs ~~are~~were 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. AsThrough ~~of September~~December 3028, 2014, weMAB-Z, had approximately 5 4,000 tons of barite in stockpile. We ~~believe~~believed that based on several factors that the associated extraction costs would best be reflected in the financial statements as representing no certain future net realizable value.

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

Site Development Cost

~~Site~~Prior to deconsolidation as discussed in Note 3, for MAB-C, site development costs ~~consist~~consisted 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.

Extraction Cost

~~Extraction~~Prior to deconsolidation as discussed in Note 3, for MAB-C, extraction costs ~~consist~~consisted of the direct expenses of mineral removal from the established site. These costs ~~include~~included drilling, blasting, the loading, hauling and management of stockpiles and waste by-product, mineral refinement and excavation. These direct costs ~~are~~were directly associated with the production of saleable material and the increase of stockpile reserves.

Compensated Absences

The Company does not currently have a policy concerning due to the fact that no full time employees exist under a time based compensation agreement.

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 ~~September~~ ~~30,~~March ~~2014 and December~~ 31, ~~2013~~2015.

F-914

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

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 September 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 September 30, 2014 and December 31, 2013, respectively, are included in Asset Retirement Obligation-Mining Rights.

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.

F-10

Table of Contents

MABWE MINERALS INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Earnings or Loss per Common Share

Basic earnings or loss per share is computed by dividing the net income or loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded when there is a loss as the effect is anti-dilutive. As a result, for the three and nine months ended September 30, 2014 basic and diluted earnings per share were the same.

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 years for 2011 to 2013 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year.

Fair Value of Financial Instruments

~~Unless~~The ~~otherwise~~Company ~~indicated~~adopted ASC 820, ~~the~~“Fair ~~fair~~Value ~~value~~Measurements ofand ~~all~~Disclosures” ~~reported~~(“ASC 820”), for assets and liabilities ~~which~~measured ~~represent~~at ~~financial~~fair ~~instruments~~value ~~(none~~on ofa ~~which~~recurring ~~are~~basis. ~~held~~ASC 820 establishes a common definition for ~~trading~~fair ~~purposes)~~value ~~approximate~~to ~~the~~be ~~carrying~~applied ~~values~~to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such ~~instruments~~fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

F-15

Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments (Continued)

These inputs are prioritized below:

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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 nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively. ~~The only common stock equivalents issued by the Company in 2013 were warrants issued with common stock in an equity financing. The warrants have equity classification.~~

~~F-11~~Earnings or Loss per Common Share

Basic earnings or loss per share is computed by dividing the net income or loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded as their effect is anti-dilutive. For the three months ended March 31, 2015 and 2014 basic and diluted earnings per share were the same as the Company has a loss.

F-16

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies (Continued)

Goodwill

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 resulted in the Company recording Goodwill as part of the purchase transaction. 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 ~~assesses~~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 September 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company.

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.

Recent Accounting Pronouncements

In ~~August~~November 2014, the FASB issued ASU No. 2014-1517, “~~Presentation~~Business ~~of Financial Statements—Going Concern~~Combination.” The provisions of ASU No. 2014-1517 require management to ~~assess~~determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s ~~ability~~accounting toand ~~continue~~reporting asbasis a(pushdown ~~going~~accounting) ~~concern~~in byits ~~incorporating~~separate ~~and~~financial ~~expanding~~statements. This update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon ~~certain~~occurrence ~~principles~~of ~~that~~an ~~are~~event ~~currently~~in which an acquirer obtains control of the acquired entity in ~~U.S.~~the ~~auditing~~reporting ~~standards.~~period ~~Specifically,~~in which the ~~amendments~~change-in-control ~~(1)~~event ~~provide~~occurs. aAn ~~definition~~acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the ~~term~~acquired ~~substantial~~entity. ~~doubt,~~If ~~(2)~~pushdown ~~require~~accounting anis ~~evaluation~~not ~~every~~applied in the reporting period ~~including~~in ~~interim~~which ~~periods~~the change-in-control event occurs, ~~(3)~~an ~~provide~~acquired ~~principles~~entity ~~for~~will ~~considering~~have the ~~mitigating~~option ~~effect~~to ofelect ~~management~~to apply pushdown accounting in a subsequent reporting period to the acquired entity’s ~~plans,~~most ~~(4)~~recent ~~require~~change-in-control ~~certain~~event. ~~disclosures~~An ~~when~~election ~~substantial~~to ~~doubt~~apply is2 ~~alleviated~~pushdown asaccounting in a ~~result~~reporting ofperiod ~~consideration~~after ofthe ~~management’s~~reporting ~~plans,~~period ~~(5)~~in ~~require~~which anthe ~~express~~change-in-control ~~statement~~event ~~and~~occurred ~~other~~should ~~disclosures~~be ~~when~~considered ~~substantial~~a ~~doubt~~change isin ~~not~~accounting ~~alleviated~~principle in accordance with Topic 250, ~~and~~Accounting ~~(6)~~Changes ~~require~~and anError ~~assessment~~Corrections. ~~for~~If apushdown ~~period~~accounting ofis ~~one~~applied ~~year~~to ~~after~~an ~~the~~individual ~~date~~change-in-control event, that ~~the~~election ~~financial~~is ~~statements~~irrevocable. ~~are~~If ~~issued~~an ~~(or~~acquired ~~available~~entity toelects bethe ~~issued).~~option ~~The~~to ~~amendments~~apply pushdown accounting in ~~this~~its ~~ASU~~separate ~~are~~financial ~~effective~~statements, ~~for~~it should disclose information in the ~~annual~~current reporting period ~~ending~~that ~~after~~enables ~~December~~users ~~15,~~of ~~2016,~~financial ~~and~~statements ~~for~~to ~~annual~~evaluate ~~periods~~the ~~and~~effect ~~interim~~of ~~periods~~pushdown ~~thereafter~~accounting. The Company is currently assessing the impact of this ASU on the Company’s ~~consolidated~~ financial statements.

F-17

Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Recent Accounting Pronouncements (Continued)

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s financial statements.

In June 2014, the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, for the interim period ending June 30, 2014. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10.

In July 2012, the FASB issued ASU 2012-02, “Intangibles Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment”, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.

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 consolidated financial statements.

~~F-12~~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

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

NOTES TO CONDENSED ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

(UNAUDITED)

3. ~~Related~~ Deconsolidation ~~Party~~of ~~Transactions~~MAB-C and MAB-Z and Equity Investment

~~With~~The ~~the~~Company ~~acquisition~~had ofaccounted ~~MAB-Z,~~for the ~~chief~~49% ~~revenue~~investment ~~producing~~in ~~asset (the mining rights of the Dodge Mine Blocks 1~~MAB-6C ~~and~~under ~~the~~ASC ~~associated note payable) was transferred from TAG Minerals Zimbabwe PVT Ltd. ("TAG~~810-~~Z"), a fully~~10-~~consolidated subsidiary of Raptor Resources Holdings Inc.~~5, toas ~~MAB-Z,~~ a ~~fully-consolidated~~ variable interest entity ~~of the Company, which is a majority-owned subsidiary of Raptor Resources Holdings Inc~~(VIE). The value transferred to MAB-Z for the mining rights has a book value of $433,000 offset by a note payable of $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. Though the balance in the related party payable is nearly identical to that of the Dodge Mine Blocks Net asset there have been several invoices flow through the account in either direction. The balance of related party payable balance of $448,980 consists chiefly of a loan by Tag Minerals Inc., a wholly owned subsidiary of RRHI, to MAB-Z to fund operations in the amount of $414,000. ~~Additional~~There ~~amounts~~are ~~constitute~~two ~~payment~~primary ~~for legal,~~models ~~accounting and other administrative charges paid by the Company on behalf of Raptor Resources Holdings Inc. The value of the Note Payable~~ for ~~the~~determining ~~Dodge~~whether ~~Mines~~consolidation ~~at December 31, 2013 was $0. Included in this related party activity~~ is ~~the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc~~appropriate. toThese ~~acquire~~two ~~MAB-Z.~~models ~~This~~are ~~transaction resulted in the 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 Company is~~ the ~~ultimate~~voting ~~beneficiary~~interest ofmodel; ~~that payment. Further consideration was exchanged but no other asset was created. Management performed an evaluation of the goodwill at September 30, 2014~~ and ~~December~~b) ~~31, 2013, and determined that no impairment adjustment was necessary at this time. In addition,~~ the ~~Company~~variable ~~has~~interest ~~recorded a $5,000 liability due to an officer of the Company for an advance made to a non-related third party under a land lease agreement~~model.

OnUnder ~~November~~the 27variable interest model, ~~2013~~a controlling financial interest is assessed differently than under the ~~Company~~voting ~~paid~~interest ~~$30,000~~model. asThis difference in assessment is required because a ~~year-end~~controlling ~~bonus~~financial tointerest ~~Lion~~may ~~Capital~~be ~~Group~~achieved ~~LLC~~other ~~(“LION”),~~than aby ~~Wyoming~~ownership ~~LLC~~of shares or voting interests. ~~Lion~~A iscontrolling ~~equally~~financial ~~owned~~interest byin ~~Tapiwa~~the ~~Gurupira,~~VIE Alrequires ~~Pietrangelo,~~BOTH ~~Dean~~of ~~Harrison~~the following: a) the power to direct the activities that most significantly impact the VIE’s economic performance; and J.b) ~~Louis~~the ~~Schlegel~~obligation IVto ~~all~~absorb losses of ~~whom~~the ~~are~~VIE ~~directors~~that ~~and~~could potentially be significant to the VIE or ~~officers~~the ofright to receive benefits from the ~~Company~~VIE that could potentially be significant to the VIE.

~~Effective~~Corporations ~~July~~established 19under Zimbabwean law, ~~2013~~must ~~majority~~have ~~owner~~a ~~Raptor~~controlling ~~Resources~~ownership ~~Holdings~~interest ~~Inc~~held by domestic parties. ~~issued~~As 75a result of this statute,~~000~~ ~~Preferred~~51% ~~Series~~of BMAB-C towas ~~LION~~owned by Tapiwa and Asswell Gurupira (domestic residents of Zimbabwe), and the remaining 49% was held by the Company. ~~This~~MAB-C owned 100% of MAB-Z, a domestic Zimbabwe corporation. MAB-Z was ~~awarded~~the ~~for~~owner of the ~~milestone~~majority ~~achievement~~of the Company’s assets and obligor of ~~obtaining~~a majority of the ~~EIA~~Company’s ~~license~~liabilities ~~which~~on ~~provided~~a ~~for~~consolidated basis. In late 2013, the ~~commencement~~ownership of the mining ~~operations~~rights aton the Dodge Mines was challenged through litigation against MAB-Z. Despite holding legal certificates of ownership of the Dodge Mines claims that MAB-Z had, the legal system in Zimbabwe was not as clear cut as to the ownership. Several of these lawsuits were heard, with MAB-Z being victorious on each and every count. However, appeals continued to be filed, and the outcome of these appeals was not known, and with the Dodge Mine claims being in question, it delayed exploration and future revenue streams from the barite that was the subject of those claims. When the Company entered into the mining industry in Zimbabwe with the clear title to these Dodge Mine claims, both the economic conditions in Zimbabwe as well as the relationship between the Company and the Gurupiras, was better than at the end of the first quarter of 2015. Tapiwa Gurupira was, until December 28, 2014, a director of the Company.

FIn 2012, despite not having voting control of MAB-13C, the entire five member board of directors of MAB-C were acting as a cohesive unit in the best interest of the Company, and the Company had met both conditions of the VIE model, and therefore recognized MAB-C as a VIE and consolidated MAB-C into the Company’s financial statements under ASC 810. During late 2014, culminating on December 28, 2014, it became evident to the Company, that the relationship with the board members located in Africa and the board members located in the USA for MAB-C had soured. The cohesiveness that embodied the prior two years was not there, and the funding of the operations in Africa had stopped. Essentially, the power to direct the activities that most significantly impact MAB-C’s economic performance had terminated. As of December 28, 2014, the Company had considered that the investment of MAB-C was no longer a VIE, and thus would be considered an equity investment under ASC 970-323.

On December 28, 2014, the Company deconsolidated MAB-C, a VIE due to the fact that the Company no longer hac the power to direct the activities that most significantly impacted MAB-C’s economic performance. The following table presents the assets and liabilities of the former VIE controlled company on the date of deconsolidation:

F-19

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

43. ~~Loans~~ Deconsolidation ~~Payable~~of –MAB-C ~~Related~~and ~~Party~~MAB-Z and Equity Investment (Continued)

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.

Assets
Cash	$	12,138
Prepaid expenses		24,902
Fixed assets		4,713
Mining rights		433,000
Goodwill		25,000
Asset retirement obligation		83,350
Total assets	$	583.103

Liabilities
Accounts payable and accrued liabilities	$	222,301
Payable to Mabwe Minerals, Inc.		1,956,036
Due to related parties		426,456
Unearned revenue		108,740
Asset retirement obligation		83,350
Loans payable		129,500
Securitized loan/overdraft default (a)		413,489
Total liabilities	$	(3,339,872	)

OnAs ~~April~~of 5December 28, 2014 ~~the Company~~, ~~through its affiliate MAB-Z, received confirmation of its registration and acceptance of terms for~~ the ~~loan~~date ~~from OTF in the amount~~ of ~~$40~~deconsolidation,~~000~~ ~~and~~MAB-C’s 8%net ~~per~~liabilities ~~annum~~totaled ~~due in 360 days. As of September 30, 2014 the balance with interest and fees was~~ $482,~~184 ($8~~756,~~184 of accrued interest which is included in accounts payable and accrued expenses~~769.)

On(a) ~~April~~In 28addition, ~~2014~~MAB-Z ~~Woolmoon~~the ~~Investments~~wholly-owned ~~advanced~~subsidiary of MAB-ZC entered into a securitized loan with a financial institution in May 2013 in the amount of $10420,000. ~~for~~Payments ~~current~~were ~~working~~being ~~capital~~made atin aaccordance ~~rate~~with ~~12%~~the ~~per~~term ~~annum. During~~of ~~July~~the agreement, ~~2014~~however, ~~Woolmoon~~the ~~Investments~~financial ~~advanced~~institution automatically withdrew funds from MAB-Z’s $1bank accounts as payments were due,~~000~~ despite the fact that available funds were not in the account causing significant overdrafts. As The overdrawn account as of ~~September~~December 3028, 2014 ~~the~~amounted ~~balance~~to ~~with~~$378,489. MAB-Z recorded all of the default interest and fees ~~was~~related ~~$11~~to this loan,~~526~~ (and carried the $~~526~~35,000 balance of ~~accrued~~the ~~interest~~loan as a liability. Since the security on the loan agreement called for unlimited guarantees to the shareholders, which iswas ~~included~~MAB-C as it owned 100% of MAB-Z, by virtue of the 49% investment, the Company recognized the $413,489 as a liability on its balance sheet as guarantor in ~~accounts~~accordance ~~payable~~with ~~and~~ASC ~~accrued~~460-10. ~~expenses~~The Company believes that the other guarantees of this debt will be sufficient to cover any outstanding obligation prior to the financial institution coming after the shareholders of MAB-Z, however has recorded the liability.)

5As a result of the deconsolidation, the Company will treat their 49% investment in accordance with ASC 970-323 as an equity method investment. ~~Loan~~ ~~Payable~~Investments ~~–Other~~in less than 50% interest in the voting securities of the investee company are accounted for using the equity method of accounting. Investment in equity investee is increased by additional investments and earnings and decreased by dividends and losses. The Company reviews such investment in equity investee for impairment whenever events and circumstances indicate a decline in the recoverability of its carrying value.

OnEffective ~~May~~December 228, 2014, the Company’s deconsolidated MAB-ZC ~~entered~~as ~~into~~a anresult ~~open~~of ~~ended~~no ~~loan~~longer ~~agreement~~having ~~with~~the ~~Gary~~power ~~Booth~~to direct the activities that most significantly impact MAB-C’s economic performance. The Company’s ~~received~~retained annon-controlling ~~advance~~investment in MAB-C at fair value at the date of deconsolidation amounted to $102,~~000~~756,769, ~~for~~net ~~working~~of ~~capital~~the loss related to the write-off of $1,965,036 and ~~short~~the recognition of liabilities related to the guarantee of the debt of MAB-~~term~~C ~~cash~~in ~~requirement~~the amount of $413,489, which ~~carries~~nets anto ~~interest~~a ~~rate~~gain of ~~12%~~$387,244. AsThe Company’s share of ~~September~~the ~~30,~~earnings ~~2014~~or losses of the ~~balance~~equity ~~due~~investee ~~was~~is ~~$10~~reflected in the caption “Gain on deconsolidation,~~503~~ ~~reflected~~net of impairment of loan from MAB-C” in ~~Accounts~~ ~~payable~~the ~~and~~statements ~~accrued~~of ~~expenses~~operations. Upon the transfer of the 49% ownership in MAB-C to another entity, the guaranty of debt transferred along with this. As a result, the $413,489 was converted to equity.

~~On July 31, 2014 MAB~~F-~~Z entered into and open ended loan agreement with Antony Kinsey and Kevin Hegarty. The Company received an advance of $~~20,000 for working capital and short-term cash requirement which carries an interest rate of 12%. As of September 30, 2014 the balance due was $20,396 reflected in Accounts payable and accrued expenses.

In July 2014 advance payments were made by Graham Roberts on behalf of MAB-Z in the amount of $6,000. This loan is currently undocumented but is expected to be formalized in Q4. The balance due without accrued interest was $6,000 reflected in Accounts payable and accrued expenses.

F-14

Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

63. Deconsolidation of MAB-C and MAB-Z and Equity Investment (Continued)

OnThe ~~October~~following ~~29,~~table ~~2012,~~sets ~~the~~forth ~~Company,~~certain ~~MAB-C,~~information ~~and~~about ~~WGB Kinsey & Company (“Kinsey”) entered into an Equity Exchange Agreement (“Equity Exchange Agreement”). In accordance with~~ the ~~Equity Exchange Agreement, the~~ Company’s ~~issued~~Investment ~~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, the Company 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.:

Kinsey, based in Zimbabwe, Africa, has operated since 1955 in the mining and construction industry. They own their own mining equipment, including a fleet of articulated dump trucks, front and wheeled loaders, excavators, dozers and graders. With both open pit and open cast mining experience ranging from chrome to platinum to gold, they possess all the experience necessary to efficiently perform all the mining operations at the Dodge Mines.

	% of Outstanding Shares		Carrying Amount of Investment

MAB-C at December 31, 2014	49	%	$	-

~~The~~Gain ~~investment~~on ~~has been accounted for as an equity investment under ASC 323. In accordance with the ASC~~deconsolidation, ~~the investment will be maintained at fair value, and increased or decreased based upon the~~ net ~~income or loss~~ of ~~Kinsey~~impairment ~~as well as any contributions made and dividends paid. The Company’s investment decreased $12,367 to $0 as a result~~ of ~~the~~loan ~~incremental~~from ~~loss of Kinsey for the nine months ended September 30, 2014 at 25% ownership by~~ MAB-C.

7. Fair Value Disclosures

	Years Ended December 31,
	2014		2013

MAB-C	$	387,244	$	-

The Company recorded its share of MAB-C’s net gain using the equity method of accounting and such investment has been reduced to zero. Under ASC ~~820~~323-10-35 ~~establishes~~“Investments a– ~~fair~~Equity ~~value~~Method”, ~~hierarchy~~the ~~that~~equity ~~prioritizes~~method investor shall discontinue applying the ~~inputs~~equity tomethod ~~valuation~~when ~~techniques~~the ~~used~~investment has been reduced to ~~measure~~zero ~~fair~~and ~~value. The~~shall ~~hierarchy~~not ~~gives~~provide for additional losses, unless the ~~highest~~equity ~~priority~~method investor provides or commits to ~~unadjusted~~provide ~~quoted~~additional ~~prices~~funds into ~~active~~the ~~markets~~investee, ~~for~~has ~~identical~~guaranteed ~~assets~~obligations of the investee, or ~~liabilities~~is ~~(Level~~otherwise 1committed ~~measurements)~~to ~~and~~provide further financial support to the ~~lowest~~investee. ~~priority~~The Company is not obligated or committed to ~~unobservable~~provide ~~inputs~~additional ~~(Level~~funds 3or ~~measurements). The~~further ~~three~~financial ~~levels~~support ofto MAB-C and as such the ~~fair~~Company ~~value~~shall ~~hierarchy~~not ~~under~~record ~~ASC~~additional ~~820~~share of losses of MAB-10C ~~are~~upon ~~described~~reducing ~~below:~~such investment to zero. There was no gain recognized during the three months ended March 31, 2014.

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

4. Discontinued Operations – MAB-C

~~The~~On ~~following~~March ~~tables~~30, ~~set~~2015 ~~forth~~the Company transferred its 49% interest in MAB-C to Mabwe Minerals Inc., a South Dakota corporation. As a result of this this transfer the Company’s ~~financial~~is now reflecting the formerly stated assets, liabilities, revenue, expenses, gains and ~~liabilities~~losses ~~measured~~as atresults ~~fair~~from ~~value~~discontinued byoperations. At ~~level~~December ~~within~~31, 2014, as a result of the ~~fair~~December ~~value~~28, ~~hierarchy~~2014 deconsolidation the Company had no assets or liabilities as a result of discontinued operations. AsThe ~~required~~Company byhad ~~ASC~~not, ~~820-10~~since inception, ~~assets~~recognized ~~and~~any ~~liabilities~~revenue ~~are~~from ~~classified~~these indiscontinued ~~their~~operations. Expenses ~~entirety~~from ~~based~~discontinued onoperations were the ~~lowest~~result ~~level~~ of ~~input~~cost ~~that~~associated iswith ~~significant~~site todevelopment activities as well as legal fees and court costs associated with the ~~fair~~Company’s ~~value~~49% ~~measurement~~investment in MAB-C.

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Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

74. ~~Fair~~ Discontinued ~~Value~~Operations ~~Disclosures~~– MAB-C (Continued)

MABWE MINERALS INC.

DBA FONON CORPORATION

STATEMENTS OF DISCONTINUED OPERATIONS

~~The table below sets forth a summary of the fair values of the Company’s financial assets and liabilities as of September 30, 2014:~~(UNAUDITED)

	Total		Level 1			Level 2			Level 3
	For the Three Months Ended March 31,
2014
	2015		2014			Change ($)			Change (%)
ASSETS:
REVENUE, NET	$	-		-			-			0	%
Investment-Equity Method	$	-	$	-		$	-		$	-
COST OF SALES		-		-			-			0	%
Mining Development Cost		83,350		-			-			83,350
GROSS PROFIT		-		-			-			0	%
TOTAL:		83,350		-			-			83,350
OPERATING EXPENSES
LIABILITIES:
Salary expense and salary related costs		-		-			-			0	%
Securitized Loans		140,000		-			-			140,000
Professional, consulting and marketing fees		-		12,418			(12,418	)		-100	%
Loan Payable -Related Party		51,000		-			-			51,000
Extraction Cost		-		130,738			(130,738	)		-100	%
Loan Payable -Other		36,000		-			-			36,000
Site Development Cost		-		16,996			(16,996	)		-100	%
Asset Retirement Obligation		83,350		-			-			83,350
Selling, General and administrative		-		17,749			(17,749	)		-100	%
Total	$	274,350	$	-		$	-		$	274,350
Depreciation		-		199			(199	)		-100	%
Total operating expenses		-		178,100			(178,100	)		-100	%
Loss from operations		-		(178,100	)		178,100			-100	%
OTHER INCOME (EXPENSE)
Interest Income (Expense)		-		(15,818	)		15,818			-100	%
Loss on Investment - W.G.B. Kinsey - Equity Method		-		(12,367	)		12,367			-100	%
Gain on deconsolidation, net of impairment of loan from MAB-C		-		-
Total other income (expense)		-		(28,185	)		28,185			-100	%
Income (loss) before income taxes		-		(206,285	)		206,285			-100	%
Income tax benefit		-		-			-			0	%
NET INCOME (LOSS)	$	-	$	(206,285	)		206,285			-100	%

MABWE MINERALS INC.

(DBA FONON CORPORATION)

~~8. Warrants~~BALANCE SHEETS FROM DISCONTINUED OPERATIONS

Warrants granted to investors, brokers and other service providers are summarized as follows:

	(UNAUDITED)
	March 31, 2015	December 31, 2014

Assets of discontinued operations	-	-

Liabilities of discontinued operations	-	-

Warrants		Exercise Price		Date Issued	Term
	1,505,000		$0.15	Feb - Mar 2013	2 Years
	1,600,000		$0.15	Apr - May 2013	2 Years
	Total: 3,105,000

F-22

OnTable ~~February 5, 2014, MBMI extended the expiration date~~ of ~~the 3,105,000 warrants issued in the first and second quarters of 2013 to expire February-March and April-May 2015.~~Contents

9MABWE MINERALS INC. ~~Acquisition~~

~~Effective July 18, 2012, the Company acquired a 49% interest of Mabwe Minerals Zimbabwe~~ (~~PVT)~~DBA ~~LTD~~FONON ~~(MAB-Z~~CORPORATION) for 25,000 shares of Series B Convertible Preferred Stock of Raptor Resources Holdings Inc. The value of this transaction was $25,000. Management performed an evaluation of the goodwill at December 31, 2013, and determined that no impairment adjustment was necessary at this time.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

5. Equity Investment - Kinsey

On October 29, 2012, the Company, MAB-C, and 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. 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, the Company 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.

The investment has been accounted for as an equity investment under ASC 323. In accordance with the ASC, the investment will be maintained at fair value, 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 $542,908 to $12,367 as a result of the incremental loss of Kinsey for the year ended December 31, 2013 at 25% ownership by MAB-C, and then reduced by $12,367 during the year ended December 31, 2014.

The Kinsey investment was treated as an equity investment under ASC 970-323. In accordance with ASC 970-323 as an equity method investment, investments in less than 50% interest in the voting securities of the investee company in which the Company has significant influence are accounted for using the equity method of accounting. Investment in equity investee is increased by additional investments and earnings and decreased by dividends and losses. The Company reviews such Investment in equity investee for impairment whenever events and circumstances indicate a decline in the recoverability of its carrying value. As there was no value in this investment, and the Company had built up extensive accrued costs related to the exploration of the Dodge Mines and Kinsey’s business was failing due to the economic condition in Africa, effective October 1, 2014, MAB-C and Kinsey agreed to exchange the 25% ownership in Kinsey back to Kinsey in exchange for the accrued exploration costs (net of prepaid withholding fees) in the amount of $478,014. In this transaction, Kinsey gets to keep the 5,000,000 shares of the Company. As a result of the transaction, Kinsey is no longer an investment on the books of MAB-C.

6. Related Party Transactions

With the acquisition of MAB-Z, the chief revenue producing asset (the mining rights of the Dodge Mine Blocks 1-6 and the associated note payable) was transferred from a fully-consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z, at the time of the transfer, a fully-consolidated variable interest entity of the Company, which is a majority-owned subsidiary of Raptor Resources Holdings Inc. The value transferred to MAB-Z for the mining rights had a book value of $433,000 offset by a note payable of $57,000 at the time of transfer. This value of $376,000 in related party loans was further offset by net payment of expenses incurred by and paid on behalf of consolidating parent Raptor Resources Holdings Inc. Though the balance in the related party payable is nearly identical to that of the Dodge Mine Blocks Net asset there have been several invoices flow through the account in either direction. Subsequent to this initial transaction, there have been several transactions flowing through MAB-Z and MAB-C to and from Raptor Resources Holdings Inc. and there subsidiary TAG Minerals and TAG-Z. On December 28, 2014, the date of deconsolidation, $426,456 was due to these related entities by MAB-C/MAB-Z.

Additionally, the Company has a payable due to Raptor Resources Holdings Inc. of $26,228 as of December 31, 2014 for various expenses paid on behalf of the Company by Raptor Resources Holdings Inc.

On November 27, 2013 the Company paid $30,000 as a year-end bonus to Lion Capital Group LLC (“LION”), a Wyoming LLC. Lion is equally owned by Tapiwa Gurupira, Al Pietrangelo, Dean Harrison and J. Louis Schlegel IV, all of whom were directors and/or officers of MAB-C.

F-23

Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

6. Related Party Transactions (Continued)

Effective July 19, 2013 majority owner Raptor Resources Holdings Inc. issued 75,000 Preferred Series B to LION. This was awarded for the milestone achievement of obtaining the EIA license which provided for the commencement of mining operations at Dodge Mines.

7. Loan Payable – Related Party

Prior to deconsolidation as discussed in Note 3, for MAB-C, 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 former director of MAB-C 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.

On April 5, 2014, MAB-Z, received confirmation 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 December 31, 2014 the balance with interest and fees was $48,990 ($8,990 of accrued interest) and is included in MAB-C’s records.

On April 28, 2014 Woolmoon Investments advanced MAB-Z $10,000 for current working capital at a rate 12% per annum. During July, 2014 Woolmoon Investments advanced MAB-Z $1,000. As of December 31, 2014 the balance with interest and fees was $11,859 ($859 of accrued interest) and is included in MAB-C’s records.

8. Loan Payable – Other

Prior to deconsolidation as discussed in Note 3, for MAB-C, on May 2, 2014 MAB-Z entered into an open ended loan agreement with Gary Booth. The Company received an advance of $10,000 for working capital and short-term cash requirement which carries an interest rate of 12%. As of December 31, 2014 the balance due was $10,810 and is included in MAB-C’s records.

On July 31, 2014 MAB-Z entered into and open ended loan agreement with Antony Kinsey and Kevin Hegarty. The Company received an advance of $20,000 for working capital and short-term cash requirement which carries an interest rate of 12%. As of December 31, 2014 the balance due was $21,027 and was included in MAB-C’s records.

In July 2014 advance payments were made by Graham Roberts on behalf of MAB-Z in the amount of $6,000. This loan is currently undocumented. Interest was being accrued at an annual rate of 12%. The balance due without accrued interest was $6,000 and was included in MAB-C’s records.

In October 2014, MAB-Z, was advanced $2,500 from a group known as the Advisory Board. This loan was due on demand and was accruing interest at an annual rate of 12%. The balance at December 31, 2014 was $2,549 and was included in MAB-C’s records.

On December 10, 2014, MAB-Z, received an advance of $40,000 from Wimfair Investments (PVT) Ltd. t/a Derbyshire Stone. This loan was due on demand and was accruing interest at an annual rate of 12%. The balance at December 31, 2014 was $40,015 and wass included in MAB-Z’s records.

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MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

9. Warrants

Warrants granted to investors and to former CEO, Al Pietrangelo, under terms of the asset purchase and change of control are summarized as follows:

Warrants		Exercise Price		Date Issued		Term
1,600,000		$0.15		Apr - Jun 2013		2 Years

Total: 1,600,000*

This total does not include the 12,500,000 warrants issued to Al Pietrangelo in the acquisition agreement with Fonon Technologies as the warrants are only issued upon the effective date of the intended reverse stock split. Those warrants have an exercise price of $0.001 and have an exercise period of two years.

The warrants do not meet conditions for equity classification and are required to be carried as a derivative liability, at fair value. Management estimated the fair value of the warrants on March 30, 2015, as this is the date the warrants were reclassified to liability classification, and subsequently at each reporting period, using the Lattice option-pricing model, adjusted for dilution, because that technique embodies all assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to determine the fair value of freestanding warrants. This valuation resulted in a derivative liability on the balance sheet in the amount of $0 at March 30, 2015 (initial classification) and March 31, 2015 (end of reporting period), respectively. Significant inputs in calculating this valuation using the Lattice option-pricing model are as follows:

	March 31, 2015	March 30, 2015

Expected volatility	677%	677%
Expected term	.25 Years	0.25 Years
Risk-free interest rate	0.04%	0.04%
Expected dividend yield	0%	0%

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Table of Contents

MABWE MINERALS INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

10. Acquisition

Prior to deconsolidation as discussed in Note 3, for MAB-C, effective July 18, 2012, the Company 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.

Net Assets Purchased
Goodwill	$	25,000

Purchase Price	$	25,000

FAs fully described in Note 3, on December 28, 2014, the Company deconsolidated MAB-16C, a VIE due to the fact that the Company no longer had the power to direct the activities that most significantly impacted MAB-C’s economic performance.

Fonon Asset purchase

On March 30, 2015, the Company, entered into a Share Purchase and Asset Sale Agreement (the “SPA”) among Mabwe Minerals, Fonon Technologies, Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 325,241,608 shares of its common stock, to give Fonon Technologies 65% ownership of all of Mabwe’s capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $10,401,030 which Fonon Technologies used in its laser material processing and consumables business.

The Company intends to focus on the business of 3D Laser Metal Printing, an emerging additive metal nano powder manufacturing technology with a presence in numerous industries including medical, aerospace and defense. 3D Laser Metal Printing has diverse applications, including the manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics. 3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal nano powders into 3D objects. Metal powder is supplied to each customer as a consumable item after acquiring a Laser 3D Metal System.

Fonon Technologies, Inc. asset purchase for MBMI stock

Finish goods and work in process	$	1,220,642
Fixed assets - demo and trade show equipment		1,439,273
Fixed assets - office furniture		92,789
Software - infrastructure, operational and web development		364,042
Software for machines for resale		1,176,284
Other intangibles - customer database		676,000
Other intangibles - trademarks		35,000
Other intangibles - design and documentation		5,397,000
Total non-cash asset purchase		10,401,030

Stock issued for purchase of assets from Fonon Technologies, Inc. (at par)	$	325,242
Value of warrants issued to Al Pietrangeo		374,957
Additional paid in capital		9,700,831
Total non-cash consideration	$	10,401,030

As part of the SPA, former CEO, Al Pietrangelo, was granted 12,500,000 warrants exercisable for two years at an exercise price of $0.001 per share. These warrants will be granted upon the effective reverse stock split, however, they have been included in the Fonon Technologies acquisition price.

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MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1011. Mining ~~Rights~~rights

AsAfter to deconsolidation as discussed in Note 3, for MAB-C, as of ~~September~~ 30March 31, ~~2014~~2015 and December 31, ~~2013~~2014, the Company had ~~the~~ ~~following~~no value in ~~Mining~~mining ~~Rights:~~rights.

	September 30, 2014		December 31, 2013
Dodge Mines	$	433,000	$	433,000
Mining Development Cost		83,350
Less amortization and accretion expense		-		-
Total Mining Rights	$	516,350	$	433,000

12. Asset Retirement Obligations

OnPrior ~~January~~to 6deconsolidation as discussed in Note 3, as of December 31, 2014, MAB-Z ~~completed~~had recognized the ~~process~~following toasset ~~acquire~~and ~~the~~liability ~~mineral~~for ~~and~~reclamation ~~metal~~relative ~~rights~~ to ~~110~~the ~~hectares~~mining ~~(272~~activities ~~acres)~~at ~~contiguous~~the ~~with~~ Dodge ~~Mines.~~Mine:

~~11. Asset~~Long-Term Reclamation Liability and Retirement ~~Obligations~~Obligation Asset

AsFollowing ofis ~~September~~a ~~30,~~reconciliation ~~2014~~of ~~and December 31, 2013,~~ the ~~Company~~aggregate ~~had~~reclamation ~~the~~liability ~~following~~(ARO) ~~asset~~associated ~~and~~with ~~liability~~MAB-Z's ~~position~~reclamation ~~recorded~~plan for ~~reclamation~~our ~~relative to~~ mining ~~activities at the Dodge Mine~~projects:

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

	December 31,		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	$	-

Long-Term Reclamation Liability and Retirement Obligation Asset Following is a reconciliation of the aggregate reclamation liability associated with our reclamation plan for our mining projects:

	September 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:

	September 30,		December 31,
	December 31,		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	$	-

FAs fully described in Note 3, on December 28, 2014, the Company deconsolidated MAB-17C, a VIE due to the fact that the Company no longer has the power to direct the activities that most significantly impact MAB-C’s economic performance. As of March 31, 2015, there is no change to the value of the ARO on the Company’s financial statements.

13. Stockholders’ Equity (Deficit)

Preferred Convertible Series B Stock (RRHI)

As of March 31, 2015, Raptor Resources Holdings Inc. (“RRHI”) had 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 MBMI common stock in addition to 25 shares of its own common stock. Prior to the SPA RRHI held a majority of the Company’s outstanding and issued common shares on a fully diluted basis.

During the three months ended March 31, 2015, there were no sales of RRHI Preferred Convertible Series B Stock.

During the three months ended March 31, 2015, no shares of RRHI Preferred Convertible Series B Stock were converted to shares of common stock in MBMI.

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MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1213. Stockholders’ Equity (Deficit) (Continued)

Preferred Convertible Series B Stock (RRHI) (Continued)

As of March 31, 2015, RRHI had 1,372,000 shares of RRHI Preferred Convertible Series B Stock issued and outstanding which if converted would result in the issuance of 34,300,000 common shares of MBMI. There have been no conversions RRHI Preferred Convertible Series B Stock as of March 31, 2015.

Common Stock

The Company’s 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.

During the three months ended ~~September~~March 3031, ~~2014~~2015 the Company issued 325,241,608 noshares of common stock ~~was~~to bring the total issued byand ~~the~~outstanding ~~Company~~shares to 465,700,000.

~~During~~The ~~the~~potential ~~three~~conversion ~~months~~of ~~ended~~all ~~June~~outstanding 30warrants and convertible Preferred Series B shares of Raptor Resources Holdings, ~~2014~~Inc., in the ~~Company~~amount ~~issued~~of 2035,900,000 ~~shares~~would ofput ~~common~~the ~~stock~~Company ~~for~~in ~~accounting~~an ~~services~~oversubscribed ~~rendered~~position atresulting in a ~~value~~potential over issuance where the total number of $shares issued and outstanding would be are 501,600,000, which is 1,600,000 ~~($.05/share.) The~~shares ~~Company~~greater ~~also~~than ~~sold~~the ~~through~~authorized ~~private~~limit ~~placement~~of ~~100~~500,000,000. As a result of the common ~~shares~~stock ~~for~~equivalents aexceeding ~~cash~~the ~~price~~authorized oflimit, $5the 1,600,000 ($warrants have become a derivative liability as they do not meet the requirements for equity classification.~~05/share.)~~ The ~~controlling~~Company ~~interest~~is willing to cover the issuance of ~~Raptor~~shares ~~Resources~~from ~~Holdings~~stock previously issued to Fonon Technologies, Inc. ~~was~~under ~~diluted~~the March 30, 2015 SPA to ~~64.13%~~ ~~based~~fulfill onthis ~~new~~obligation ~~issuances~~if ofthere ~~common~~were ~~stock~~not ~~that~~enough ~~quarter~~shares authorized to avoid any securities violations.

During the ~~three~~year ~~months~~ ended ~~March~~December 31, 2014, the Company issued 90 110,000 shares of common stock for investor relations and accounting services rendered and to be rendered at a value of $67,300. The Company also sold through private placement 100,000 common shares for a cash price of $5,000 ($.0705/share.) The controlling interest of Raptor Resources Holdings Inc. was diluted to 64.1813% based on new issuances of common stock that ~~quarter~~year.

During the year ended December 31, 2013, the Company issued 6,677,642 shares of stock through private ~~placements~~placement for cash in the amount of $880,500. 3,105,000 warrants were issued with these placements, exercisable for 1 year at a price of $.15 per share. The Company also issued 1,590,000 shares of its common stock for accounting, promotional and public relation services rendered and to be rendered at a value of $187,487. 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, ~~Mabwe~~the ~~Minerals~~Company ~~Inc.~~ issued: 5,000,000 shares of common stock through private placement for cash in the ~~following~~amount ~~shares:~~ of $250,000; 5,000,000 shares of common stock valued at $500,000 to purchase for MAB-C ~~(variable interest entity of Mabwe Minerals Inc.)~~, 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 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. The controlling interest percentage of Raptor Resources Holdings Inc, was 68.25%.

5During 2012,~~000,000~~ the Company executed a 1:10 reverse stock split where every ten (10) shares of ~~common~~ stock was converted to one (1) share. No fractional shares were issued ~~for~~resulting ~~cash~~in ofa ~~$250,000;~~negligible increase to the total outstanding shares on a post-split basis. All shares are reflected on a post-split basis unless indicated.

~~6,590,000 shares of common stock valued at $152,375 were issued for services rendered and to be rendered;~~F-28

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.;

During 2012, the Company executed a 1:10 reverse stock split where every ten (10) shares of stock were converted to one (1) share. No fractional shares were issued resulting in a negligible increase to the total outstanding shares on a post-split basis. All shares are reflected on a post-split basis unless indicated; and

On June 28, 2012, the Company successfully amended its charter which enabled it to increase the authorized shares to 500,000,000 and then the Company issued 79,078,817 shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and simultaneously issued 13,510,752shares of the Company stock to CCE in consideration for the conversion of the convertible notes outstanding to common stock. During 2011, the Company issued 10,992,831 shares of common stock (on a post-split basis) to Raptor Resources Holdings Inc.(f/k/a Lantis Laser Inc.) representing 55.52% of the Company. The transaction was treated as an equity transaction, and Raptor Resources Holdings Inc. issued 5,000,000 shares of their stock to CCE in exchange for the conversion of their debt to common stock of the Company.

There were no shares of common stock issued during 2011.

As of September 30, 2014, the Company has 140,458,392 shares issued and outstanding.

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MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

13. ~~Income~~ Stockholders’ ~~Taxes~~Equity (Deficit) (Continued)

Common Stock

On June 29, 2012, the Company issued 79,078,817 shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and simultaneously issued 13,510,752 shares of common stock to CCE in consideration for the conversion of the convertible notes outstanding to common stock. During 2011, the Company issued 10,992,831 shares of common stock (on a post-split basis) to Raptor Resources Holdings Inc.(f/k/a Lantis Laser Inc.) representing 55% of the Company. The transaction was treated as an equity transaction, and Raptor Resources Holdings Inc. issued 5,000,000 shares of their common stock to CCE in exchange for the guaranty to convert their debt to common stock of the Company post-split, upon the Company’s successful amendment to their charter which enabled them to increase the authorized shares to 500,000,000 allowing the issuance to CCE of 13,510,752 shares of the Company’s stock.

As of March 31, 2015, the Company has 465,700,000 shares issued and outstanding.

14. Income Taxes

The Company computes and records taxes payable based upon determination of taxable income which is different from pre-tax financial statement income. Such differences arise from the reporting of financial statement amounts in different periods for tax purposes. The timing differences are a result of different accounting methods being used for financial and tax reporting.

The Company’s total deferred tax assets and deferred tax liabilities were as follows at ~~September~~ 30March 31, ~~2014~~ 2015 and December 31, ~~2013~~2014:

	September 30, 2014			December 31, 2013
	March 31, 2015			December 31, 2014
Deferred tax assets:
Non-benefited tax losses and credits	$	2728,~~964~~038,~~283~~325		$	2728,~~738~~024,~~000~~755
Total deferred tax assets		2728,~~964~~038,~~283~~325			2728,~~738~~024,~~000~~755
Deferred tax liabilities		-			-
Net book value of assets		-			-
Total deferred tax liabilities		-			-
Total net deferred tax assets		2728,~~964~~038,~~283~~325			2728,~~738~~024,~~000~~755
Valuation allowance		(2728,~~964~~038,~~283~~325	)		(2728,~~738~~024,~~000~~755	)
Net deferred tax assets	$	-		$	-

A valuation allowance has been established against the realization of the deferred tax assets since the Company has determined that the operating loss carryforwards may not be realized. The Company has federal and state net operating loss carryforwards of approximately $46,150,704 and $46,137,134, respectively expiring between 2026 and 2035, respectively.

~~The~~Internal ~~Company~~Revenue ~~has~~Code ~~federal~~Section ~~and~~382 ~~state~~imposes limitation on our ability to utilize net operating ~~loss~~losses ~~carryforwards~~if ofwe ~~approximately $46,137,134~~experience an ownership change and ~~$45,430,000,~~ ~~respectively~~for ~~expiring~~the ~~between 2033~~NOL’s ~~and~~acquired ~~2026,~~in ~~respectively~~the ~~for September~~acquisitions ~~30,~~of ~~2014~~subsidiaries. An ~~and~~ownership ~~December~~change 31may result from transactions increasing the ownership percentage of 5% or greater stockholders in the stock of the corporation by more than 50 percentage points over a three-year period. The value of the stock at the time of an ownership change is multiplied by the applicable long-term tax exempt interest rate to calculate the annual limitation. Any unused annual limitation may be carried over to later years. The Company in June 2012 experienced a greater than 50% ownership change, ~~2013~~so the rules of IRC section 382 apply.

~~Internal~~At ~~Revenue~~March ~~Code~~31, ~~Section~~2015 ~~382 imposes limitations on our ability to utilize net operating losses if we experience an ownership change~~ and ~~for~~December ~~the~~31, ~~NOL’s~~2014, ~~acquired in~~ the ~~acquisitions~~amount of ~~subsidiaries. An~~gross ~~ownership~~unrecognized ~~change~~tax ~~may~~benefits ~~result~~before ~~from~~valuation ~~transactions~~allowances ~~increasing~~and the ~~ownership~~amount ~~percentage~~that ofwould 5%favorably oraffect ~~greater stockholders in~~ the ~~stock~~effective ofincome ~~the corporation by more than 50 percentage points over a three-year period. The value of the stock at the time of an ownership change is multiplied by the applicable long-term~~ tax ~~exempt interest~~ rate ~~to calculate the annual limitation. Any unused annual limitation may be carried over to later years. The Company~~ in ~~June~~future ~~2012,~~periods ~~experienced~~after avaluation ~~greater~~allowances ~~than~~were ~~50% ownership change, so the rules of IRC section 382 apply~~zero.

At September 30, 2014 and December 31, 2013, the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably affect the effective income tax rate in future periods after valuation allowances were zero.F-29

The Company files income tax returns in U.S. federal and various state jurisdictions. The Company is beyond the statute of limitations subjecting it to U.S. federal and state income tax examinations by tax authorities for years before 2011. 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.

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Table of Contents

MABWE MINERALS INC. ~~AND SUBSIDIARY~~

~~NOTES~~(DBA TOFONON ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1415. Commitments

Current Litigation

From 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.

Mabwe Minerals 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 activities 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.

Mabwe Minerals v. Base Minerals & The Mining Commissioner (case HC1414/14) – On February 13, 2014 a tribute agreement was filed by Base Mineral Zimbabwe against Chiroswa Syndicate. This agreement expired in 2011 and Chiroswa had since sold the underlying Mine Blocks 1-6 at Dodge Mines to MAB-Z. We believe that MAB-Z is the rightful owner of these mine blocks on the basis that they were purchased under a lawful sale and for which we hold the actual certificates of ownership. We believe that this is a nuisance claim and are seeking to nullify the filing of this agreement. We further believe that no impairment is necessary as of September 30, 2014.

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. This case was heard before the High Court of Zimbabwe and was dismissed with cost as of October 16, 2014. As we believed this suit to be a nuisance claim from the beginning we still maintain that the facts of the case were rightly determined. This case is under appeal with the Supreme Court under case SC/517-14 with a hearing date of November 24, 2014. We believe this appeal to be baseless and that no impairment is necessary as of September 30, 2014.

Land Lease Agreement

OnPrior to deconsolidation as discussed in Note 3, 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 ~~possessed~~possessing surface rights to the property on which the claims were located under this agreement ~~and~~ 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 ~~the~~MAB-Z ~~Company~~ 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 ~~the~~MAB-Z ~~Company~~ 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~~were to be made in quarterly installments of $17,500 (or $70,000 per year). The agreement ~~has~~had a total value of $1,400,000. ~~As of September 30, 2014 the quarterly payments that were not paid but were accrued totals $30,615. The Company is currently in discussions to renegotiate this contractual obligation.~~

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MABWE MINERALS INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

14. Commitments

Letter of Credit

OnPrior to deconsolidation as discussed in Note 3, 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 ~~was~~must to be made between December 1, 2013 and March 1, 2014. ~~The~~ ~~Company~~MAB-Z iswas 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. No update on these discussions is available as of the date of this filing.

1516. Securitized ~~Loan~~Loans

~~Effective~~Prior to deconsolidation as discussed in Note 3, 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, further guaranteed by the shareholders of MAB-Z. The loan originally was to be paid in monthly installments commencing in December 2013 in the amount of $35,000 plus interest expiring on June 30, 2014 upon which time all monies were due and payable in full. The interest rate on the loan iswas 15% per year. Upon funding of this loan a 3% establishment fee was charged and deducted from the proceeds. ~~The~~MAB-Z ~~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.

This agreement was subsequently modified in January 2014 to adjust the payment schedule whereby payments of $35,000 per month plus full to date interest is due and payable commencing February 2014 and will continue each month there after including interest with the last payment due January 31, 2015.

Subsequent to the restructuring, the account was over-drafted due to withdrawal of timely interest and principal payments as well as miscellaneous bank fees. The overdraft position as provided for in the agreement carries the banks minimum lending rate plus a 12% margin agreed to on the original loan upon acceptance. Additionally, as provided in our agreement this overdraft position not being previously agreed and authorized ~~carries~~carried a penalty interest rate of an additional 10%. Additionally the bank ~~reserves~~reserved the right to increase or change the minimum rate during the term of this line at its sole discretion. Currently the bank has assigned an additional premium of 3%. This rate is a floating rate and is assigned at the discretion of the bank. The Company is currently trying to renegotiate the terms of this loan.

~~As of September~~ F-30, 2014, the entire amount is reflected in current liabilities. The Company has expensed $84,359 for interest on this loan and the associated overdraft line of credit including $18,932 and $50,888 in the three and nine months ended September 30, 2014, respectively. The interest charged on the loan in the amount of $84,359 consists of $70,204 of standard loan interest and $14,155 of overdraft interest. The Company paid $71,417 in interest during the nine months ended September 30, 2014, leaving an interest payable balance of $12,942.

At September 30, 2014 this loan had a balance of $140,000 and the accompanying overdraft line of credit had a balance of $239,975.

16. Subsequent Events

On October 16, 2014 the High Court of Zimbabwe ruled in favor of the defendant in Peter Valentine v. Mabwe Minerals (case HC 4112/13) ruling that that MAB-Z is the lawful, free and clear owner of Dodge Mine Blocks 1-6. This case was dismissed with cost. This case is under appeal with the Supreme Court under case SC/517-14 with a hearing date of November 24, 2014. We believe this appeal to be baseless and that no impairment is necessary as of September 30, 2014.

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~~2. Management’s~~MABWE ~~Discussion~~MINERALS ~~and Analysis of Financial Condition and Results of Operations~~INC.

(DBA FONON CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

16. Securitized Loans (Continued)

Currently the bank has assigned an additional premium of 3%. This rate was a floating rate and was assigned at the discretion of the bank. MAB-Z continued to try to renegotiate the terms of this loan.

As of December 31, 2014, MAB-Z reflected the entire amount in current liabilities. MAB-Z expensed $110,862 for interest on this loan and the associated overdraft line of credit for the year ended December 31, 2014. The interest charged on the loan in the amount of $110,862 consisted of $74,652 of standard loan interest and $36,210 of overdraft interest. MAB-Z paid $104,870 in interest during the year ended December 31, 2014, most of which was reclassified as overdraft, leaving an interest payable balance of $5,991.

The overdrawn account as of December 28, 2014 amounted to $378,489. MAB-Z recorded all of the default interest and fees related to this loan as described above, and carry the $35,000 balance of the loan as a liability. Since the security on the loan agreement called for unlimited guarantees by the shareholders, which was MAB-C as it owned 100% of MAB-Z, by virtue of the 49% investment the Company had recognized the $413,489 as a liability on their balance sheet as guarantor in accordance with ASC 460-10. The Company believed that the other guarantors of this debt would be sufficient to cover any outstanding obligation prior to the financial institution asserting any claims for the debt owed by the shareholders of MAB-Z. As a result of the transfer of the 49% interest in MAB-C to another company, the $413,489 guaranty was converted to equity as the Company no longer guaranteed the repayment of any debt associated with the securitized loan.

This current overdraft position puts MAB-Z in default of that obligation which it continued to aggressively renegotiate.

17. Subsequent Events

On April 15, 2015 20,000 shares of Raptor Resources Holdings Inc. (RRHI) Preferred Convertible Series B Stock were converted. This stock is convertible into 50 shares of RRHI common stock and 25 shares of Mabwe Minerals Inc. common stock after a one year holding period is met. The issuance of these 500,000 shares of the Company’s common stock are pending issuance by the transfer agent and have yet to be issued and are not reflected in any of the issued and outstanding figures in this report. As a result of this conversion the issued and outstanding shares of Company stock would be 466,200,000.

Effective April 16, 2015 the Company received approval from the State of Wyoming for a trade name change to do business as "Fonon Corporation".

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: this report contains forward-looking statements, including statements concerning future conditions in the network switching industry, our future business, financial condition, operating strategies and operational and legal risks. These forward-looking statements generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance, and can generally be identified by the use of the words “plan,” “estimate,” “expect,” “believe,” “should,” “would,” “could,” “anticipate,” “may,” “forecast,” “project,” “pro forma,” “goal,” “continues,” “intend,” “seek” or variations of those terms and other similar expressions, including their use in the negative. The forward-looking statements and associated risks may include, relate to or be qualified by other important factors, including, without limitation:

	●	our inability to continue as a going concern,
	●	our inability to raise additional capital,
	●	lower sales and revenues than forecast,
	●	our inability to carry out our marketing and sales plans,
	●	unexpected costs and operating deficits,
	●	our failure to establish relationships with and capitalize upon access to new customers,
	●	litigation and administrative proceedings involving us or our products,
	●	adverse publicity and news coverage,
	●	adverse economic conditions,
	●	entry of new and stronger competitors,
	●	changes in interest rates and inflationary factors, and
	●	other specific risks that may be referred to in this report or in other reports that we have issued.

These forward-looking statements necessarily depend upon assumptions and estimates that may prove to be incorrect. Although we believe that the assumptions and estimates reflected in the forward-looking statements are reasonable, we cannot guarantee that we will achieve our plans, intentions or expectations. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ in significant ways from any future results expressed or implied by the forward-looking statements. Except as required by law, we undertake no duty to update any forward-looking statement after the date of this report, either to conform any statement to reflect actual results or to reflect the occurrence of unanticipated events.

Any of the factors described above, elsewhere in this report, or in the “Risk Factors” section of our most recent annual report on Form 10-K could cause our financial results, including our net income (loss) or growth in net income (loss) to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially.

Overview

We were organized under the laws of the State of Colorado on January 22, 2001 under the name Pacific InterMedia, Inc. We originally were engaged in the business of offering EDGAR filing services to companies outsourcing the formatting and electronic filing of registration statements, periodic reports and other forms with the U. S. Securities and Exchange Commission (“SEC” or ~~the~~ “Commission”), but generated minimal revenues from these operations. On October 17, 2003, we completed a business combination transaction with Raptor Networks Technology, Inc., a California corporation (“Raptor”), whereby we acquired all of the issued and outstanding capital stock of Raptor in a cashless common stock share-for-share exchange in which Raptor became our wholly-owned subsidiary. Upon the completion of this acquisition transaction, we changed our name to Raptor Networks Technology, Inc. (the “Company”), terminated our EDGAR filing services operations and, by and through our subsidiary Raptor, became engaged in the data network switching industry.

Upon the completion of this acquisition transaction, we changed our name to Raptor Networks Technology, Inc., terminated our EDGAR filing services operations and, by and through our subsidiary Raptor, became engaged in the data network switching industry. At that time we focused on the design, production and sale of standards-based, proprietary high-speed network switching technologies. We financed the development of our technology through the sale of a series of convertible notes which matured prior to the time that we were able to generate sufficient revenues to pay the principal and accrued interest upon their maturity.

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AsOn ofJune ~~July 31~~17, 2011, ~~all~~Raptor ofAcquisition, ~~our convertible notes payable fully matured~~LLC, ~~representing~~ a ~~total~~wholly-owned ~~principal~~subsidiary ~~amount outstanding~~ of ~~$11,012,854~~California ~~and~~Capital ~~accrued interest of $1~~Equity,~~560,682~~ asLLC of(“CCE”) ~~June~~purchased ~~28,~~all ~~2012. As~~ of ~~June~~the ~~28,~~convertible ~~2012 all~~ notes ~~and~~payable ~~accrued~~from ~~interest were converted to common stock. When~~ the ~~Company~~previous ~~originally did not repay these amounts the~~ note holders ~~exercised~~in ~~their~~an ~~right~~outside as a secured lender against substantially all of the Company’s assets and held a public foreclosure sale of substantially all of the Company’s assets and acquired all of these assets at a price of $100,000, which was credited against the outstanding notes on August 1, 2011transaction. ~~As a result of the public sale on August 1, 2011, the Company retained no material assets with which to continue its former operations.~~

On ~~December~~July 5, 2011, ~~the~~we ~~Company~~ entered into aan ~~Stock~~agreement ~~Purchase~~with ~~Agreement~~CCE, dated ~~December~~effective 2,as ~~2011~~of ~~(“Stock~~July ~~Purchase~~1, ~~Agreement”)~~2011, ~~with~~whereby ~~Raptor~~the ~~Resources~~Company ~~Holdings~~granted ~~Inc.~~CCE ~~("Raptor~~an ~~Resources")~~exclusive, ~~(RRHI:QB)~~worldwide, ~~(formerly~~perpetual, ~~Lantis~~irrevocable, ~~Laser~~fully ~~Inc. (LLSR:QB)) pursuant to which we agreed to issue Raptor Resources 109~~paid,~~928,311~~ ~~shares~~transferrable ofand ~~our~~sublicensable ~~common~~right ~~stock or 55.52% of our issued~~ and ~~outstanding~~license ~~shares of common stock~~ in ~~exchange for 5,000,000 shares of unregistered Raptor Resources common stock. All officers~~ and ~~directors~~to ofall ~~Raptor Networks Technology, Inc. (“Raptor Networks”) resigned at the time~~ of ~~execution of~~ the ~~Stock~~Company’s ~~Purchase~~intellectual ~~Agreement.~~property, ~~Raptor~~including, ~~Networks~~but ~~effected~~not alimited ~~1:10 reverse stock split~~to, ~~with~~all ~~Raptor Resources receiving 80.14%~~ of the ~~fully diluted shares of Raptor Networks common stock on a post-split basis and the~~ Company’s ~~engaged~~registered inpatents ~~the exploration~~ and ~~mining~~patent ofapplications ~~industrial minerals and metals thereon ceasing any involvement with~~ (the ~~historical~~“IP ~~business of Raptor Networks~~License”). The WeIP ~~are~~License ~~now~~was aexclusive ~~majority~~even ~~owned~~as ~~subsidiary of Raptor Resources. The name change~~ to ~~Mabwe Minerals Inc. (formerly Raptor Networks) and~~ the ~~1:10 reverse split were effective upon approval by FINRA on June 28~~Company, ~~2012.~~such Inthat ~~accordance with~~ the ~~Stock~~Company ~~Purchase~~no ~~Agreement~~longer ~~all~~had ~~our~~any ~~former~~continuing ~~outstanding~~rights ~~convertible notes that were acquired by California Capital Equity, LLC ("CCE"), were converted to our shares of common stock~~ in ~~exchange~~or ~~for 5,000,000 shares of Raptor Resources Common Stock prior~~ to ~~our~~any ~~1:10 reverse split and 13,510,752 shares~~ of ~~common~~its ~~stock~~intellectual ~~of Mabwe Minerals Inc~~property. ~~on a post-split basis.~~

AsIn consideration of ~~June~~the ~~28,~~IP ~~2012~~License, wethe ~~have~~Company ~~transitioned~~received tofrom anCCE ~~"exploration~~a ~~stage~~one-time, ~~company"~~lump-sum ~~and~~cash ~~will~~payment ~~accordingly~~in ~~report~~the ~~and~~amount ~~disclose~~of ~~information~~$384,000 ~~prescribed~~(the in“Cash ~~ASC~~Payment”). Subject ~~915~~to ~~and~~any inconsents ~~accordance~~or ~~with~~approvals ~~accounting~~that ~~principles~~may ~~generally~~have ~~accepted~~been inrequired ~~the~~from ~~United~~CCE ~~States~~as holder of ~~America~~the ~~(“GAAP”.)~~Company’s ~~Following~~senior ~~the~~notes ~~shift~~(described ofbelow), ~~control~~the toCompany ~~Raptor~~employed ~~Resources~~the ~~Holdings~~Cash ~~under~~Payment over the ~~terms~~next oftwo ~~the~~or ~~Stock~~three ~~Purchase~~months ~~Agreement~~to ~~the~~settle ~~Company~~amounts ~~intends~~owing to ~~have~~certain asor ~~its~~all ~~core~~of ~~operations~~ the ~~mining~~Company’s junior creditors and ~~distribution~~to ofwind ~~non-gold~~down ~~metals~~the ~~and~~Company’s ~~minerals~~operations.

On July 186, ~~2012~~2011, weCCE, ~~acquired~~holder aof ~~49%~~all ~~stake~~of inthe ~~Mabwe~~Company’s ~~Minerals~~senior ~~Zimbabwe~~notes, ~~(PVT)~~provided ~~Limited~~the inCompany ~~exchange~~notice ~~for 25,000 shares~~ of ~~Raptor~~default ~~Resources~~under ~~Holdings~~the ~~Inc.~~senior ~~(RRHI)~~notes, ~~Preferred~~declaring ~~Convertible~~all ~~Series~~amounts Bthereunder ~~Stock.~~due ~~This~~and ~~stock~~payable isin ~~convertible~~full, ~~into~~and ~~50 shares~~ of ~~RRHI~~CCE’s ~~common~~intent ~~stock~~to ~~and~~exercise 25its ~~shares~~rights ofand ~~Mabwe~~remedies ~~Minerals~~as ~~Inc.~~a ~~common~~secured ~~stock~~lender ~~following~~against athe ~~one~~Company’s ~~year holding period~~assets.

~~Effective~~On August 1, ~~2012~~2011, ~~Dodge~~CCE, ~~Mine~~in ~~Blocks~~its ~~1-6~~capacity ~~and~~as ~~associated~~a ~~debt~~secured ~~was~~lender, ~~transferred~~held ~~from~~a ~~TAG~~public ~~Minerals~~foreclosure –sale ~~Zimbabwe~~(the “Public Sale”) of substantially all of the Company’s assets, including, but not limited to, ~~Mabwe~~the ~~Minerals~~Company’s ~~Zimbabwe~~inventory, equipment, machinery, intellectual property, accounts receivable and other intangibles (~~PVT~~collectively, the “Assets”). CCE ~~Limited~~was the only bidder at the Public Sale, acquiring all of the Assets for a credit bid in ~~support~~the ~~core~~amount ~~operations~~of ~~and~~$100,000. The ~~expected~~remaining ~~future~~balance ~~revenue~~of ~~streams~~the ~~resultant~~senior ~~from~~notes ~~industrial~~in ~~mineral~~the ~~mining~~amount of approximately $11,300,000 remains as an outstanding obligation of the Company.

~~Effective~~On ~~September~~August 281, ~~2012~~2011, ~~Tapiwa~~the ~~Gurupira,~~Company ~~41%~~terminated ~~stakeholder~~the lease of ~~Mabwe~~its ~~Minerals~~existing ~~Zimbabwe~~facility ~~(PVT)~~effective ~~LTD~~August ~~was~~31, ~~appointed as a Director board member to Mabwe Minerals Inc~~2011.

OnAs ~~November~~a 7,result ~~2012 the principals~~ of ~~MAB-Z received approval from~~ the ~~Government~~Public ofSale, ~~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”.)~~retained ~~The~~no ~~new~~material ~~company~~assets ~~was~~with ~~Mabwe~~which ~~Corporation~~to ~~(PVT)~~continue ~~LTD~~its ~~(“MAB-C”~~operations.) The ~~new~~Company ~~corporation~~continued ~~owns~~to ~~100%~~wind ofdown ~~MAB-Z~~over ~~and~~the ~~25%~~next ~~of Kinsey~~month. Also ~~The~~as ~~Company~~disclosed ~~owns a 49% stake~~ in ~~MAB-C~~ the ~~newly~~Prior ~~formed~~Report, ~~corporation; the remaining 51% ownership~~ in ~~MAB-C~~addition ~~held~~to byfacilitating ~~a director of~~ the Company,’s ~~Zimbabwean~~wind-down ~~resident~~efforts, ~~Tapiwa~~and ~~Gurupira~~again ~~(41%~~subject ~~ownership),~~to ~~with~~any ~~the~~consents ~~remaining~~or ~~portion~~approvals ~~owned~~that bymay ~~Asswell~~be ~~Gurupira~~required ~~(10%~~from ~~ownership).~~CCE ~~MAB-C~~as ~~will~~holder beof the ~~operating~~Company’s ~~arm~~senior ~~of Mabwe Minerals Inc.~~notes, ~~with~~ the Company ~~being~~was ~~the~~seeking ~~primary~~companies ~~beneficiary~~or ofbusinesses ~~all the activities of MAB-C. MAB-C is a Variable Interest Entity (VIE)~~ with ~~respect~~an tointerest ~~guidance~~in ~~under~~utilizing ~~ASC~~the ~~810-10-5~~Company ~~and~~as isa ~~therefore~~“public ~~consolidated~~shell” vehicle.

On August 19, 2011 the Company signed a non-binding letter of intent for a merger transaction with Lantis Laser Inc.

On December 5, 2011, the Company entered into a Stock Purchase Agreement, dated effective as of December 2, 2011 (the “Agreement”), with Lantis Laser Inc. (LLSR.PK) (“Lantis”) pursuant to which the Company agreed to issue Lantis 109,928,311 shares of the Company’s common stock (“Company Shares”) in exchange for 5,000,000 shares of unregistered Lantis common stock. Upon issuance, the Company Shares represented approximately 55% of the Company’s total issued and outstanding common stock.

The Agreement was part of a series of contemplated transactions whereby, after issuance of the Company Shares, Lantis and the Company effected a 1:10 reverse stock split of the Company’s common stock and subsequently the Company issued Lantis additional shares of the Company’s common stock so that after the reverse stock split Lantis owned approximately 80% of the Company’s total issued and outstanding shares of common stock.

Among other terms of the Agreement, the Company’s officers, Thomas Wittenschlaeger (President and CEO) and Bab Van Leyen (CFO) and directors, Thomas Wittenschlaeger (Chairman), Ken Bramlett and Larry L. Enterline (including all members of all committees of the Board), resigned on December 16, 2011 upon closing of the Agreement and were replaced by Al Pietrangelo, the sole Lantis appointee to the Board who also served as the sole executive officer of the Company. In addition, we changed our domicile from the State of Colorado to the State of Wyoming and changed our name to Mabwe Minerals Inc. We increased our authorized shares of common stock from 200 million to 500 million.

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On ~~July~~March 3130, ~~2013~~2015, ~~the~~we ~~Company~~ entered into a ~~Master~~Share ~~Distributer~~Purchase and Asset Sale Agreement (the “~~MDA~~SPA”) ~~with~~among ~~Steinbock~~Mabwe Minerals, ~~Ltd~~Fonon Technologies, Inc. (~~“Steinbock”~~"Fonon"), Raptor Resources Holdings Inc. ~~Steinbock~~ and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 325,241,608 ~~together~~shares ~~with~~of its ~~affiliate~~common ~~Yasheya~~stock, ~~Ltd.~~to ~~(“Yasheya”),~~give isFonon ~~engaged~~65% ownership of all issued and ~~specializes~~outstanding shares of Mabwes' capital stock on a fully diluted basis in ~~the~~exchange ~~worldwide~~for ~~marketing,~~certain ~~distribution~~assets of Fonon valued at approximately $10 million that Fonon uses in its laser material processing business. The potential conversion of all outstanding warrants and ~~sale~~convertible Preferred Series B shares of ~~industrial~~Raptor ~~minerals~~Resources Holdings, ~~including~~Inc., ~~but~~in ~~not~~the ~~limited~~amount toof 35,900,000 ~~all~~would ~~barite~~put ~~grade~~the ~~types~~Company in an oversubscribed position resulting in a potential over issuance where the total number of shares issued and ~~talc~~outstanding would be are 501,600,000, which is 1,600,000 shares greater than the authorized limit of 500,000,000. ~~Steinbock~~ Since ~~and~~the ~~Yasheya~~warrant ~~were~~exercise ~~granted~~prices exceed the ~~exclusive~~current ~~right~~price toof ~~market~~the Company's share price this is an unlikely event but, ~~sell~~to avoid any potential breach of contract as a result of the common stock equivalents exceeding the authorized limit, ~~distribute~~the 1,600,000 ~~ship~~warrants ~~and~~have ~~deliver~~become ~~Dodge~~a ~~Mine~~derivative ~~barite~~liability as they do not meet the requirements for equity classification. The Company is willing to ~~their~~cover ~~customer~~the ~~base~~issuance of shares from stock previously issued to Fonon Technologies, Inc. ~~This~~ ~~agreement~~under ~~remains~~the inMarch ~~effect~~30, ~~until~~2015 ~~cancelled~~SPA byto ~~either~~fulfill ~~party~~this ~~upon~~obligation ~~six~~if ~~months~~there ~~written~~were ~~notice~~not enough shares authorized to avoid any contractual violations.

OnFonon ~~January~~intends 6for the Company to focus on the business of 3D FUSION™ or 3D Laser Metal Sintering ("3D Laser Metal Printing"), ~~2014~~an emerging additive metal nano powder manufacturing technology with a presence in numerous industries including medical, ~~MAB-Z~~aerospace ~~completed~~and ~~the~~defense. 3D ~~process~~Laser toMetal ~~acquire~~Printing has diverse applications, including the ~~mineral~~manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics. 3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal ~~rights~~nano powders into 3D objects. Metal powder is supplied to ~~110~~each ~~hectares~~customer ~~(272~~as ~~acres)~~a ~~contiguous~~consumable ~~with~~item ~~Dodge~~after ~~Mines~~acquiring a Laser 3D Metal System.

At closing, Mabwe transferred all of its assets and liabilities to a company controlled by Al Pietrangelo so the Company will now engage in the business of Fonon. Effective upon the closing date of the SPA, Al Pietrangelo, former President and CEO and sole director, resigned, and prior to such resignation appointed Dmitriy Nikitin to be the sole member of its Board. We now intend to initiate a 1:10 reverse stock split, issue to Fonon an additional 65,000,000 shares of our Common Stock to achieve ownership by Fonon of 97,524,161 shares or 85% of our 115,000,000 post-split issued and outstanding shares of capital stock, which includes a warrant issued to Al Pietrangelo, former President of Mabwe, to purchase 12,500,000 shares of the Company's common stock for a period of two years at an exercise price of .001 per share.

The Company's executive offices are now at 400 Rinehart Road, #1000, Lake Mary, FL 32746.

Going Concern Qualification

The accompanying ~~condensed consolidated~~ financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. There is an accumulated deficit of $88,~~508~~339,~~006~~776. The Company ~~has~~had no revenues as of ~~September~~March 3031, ~~2014~~2015. The Company entered the exploration stage on June 29, 2012. In light of these factors, management believes that with the investment in Kinsey and production commencement in the third quarter of 2013 on the Dodge Mines, the Company will be well positioned to succeed. The Company may in the future obtain funding through securitizations, private placement stock issuances and/or other attempts to raise capital until cash flow operations are self-sustaining in the support of continuing operations.

~~These~~ On ~~conditions~~December 28, ~~among others~~2014, ~~raise~~the ~~substantial~~Company ~~doubt~~deconsolidated ~~about~~MAB-C, ~~our ability to continue as~~ a ~~going~~VIE ~~concern~~due ~~and our independent registered public accounting firm has qualified their opinions with respect~~ to ~~our~~the ~~condensed~~fact ~~consolidated~~that ~~financial~~the ~~statements~~Company tono ~~include~~longer anhas ~~explanatory~~the ~~paragraph~~power ~~related~~ to ~~our~~direct ~~ability to continue as a going concern in their report for~~ the ~~year~~activities ~~ended~~that ~~December~~most ~~31,~~significantly ~~2013.~~impact ~~The~~MAB-C’s ~~accompanying~~economic ~~financial statements do not reflect any adjustments which might be necessary if we are unable to continue as a going concern~~performance.

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The Company believes that through the effectuation of these assets as well as the ability to in the future obtain funding through securitizations, private placement stock issuances and/or other attempts to raise capital until cash flow operations are self-sustaining in the support of continuing operations.

As a result of the deconsolidation, the Company exited the exploration stage and became a development stage company.

CRITICAL ACCOUNTING POLICIES

Critical Accounting Estimates and Judgments

Our condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of our financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our estimates on historical experience and 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 values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The significant accounting policies that are believed to be the most critical to aid in fully understanding and evaluating the reported financial results include the valuation of derivative financial instruments and stock-based compensation and the recoverability of deferred income tax assets.

Principles of Consolidation

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

-As fully described in Note 3, on December 28, 2014, the Company deconsolidated MAB-C, a VIE due to the fact that the Company no longer has the power to direct the activities that most significantly impact MAB-C’s economic performance.

~~Table~~Pursuant to the March 30, 2015 SPA whereby the simultaneous asset purchase, the transfer of ~~Contents~~prior Company assets and liabilities to a company controlled by Al Pietrangelo and the Company’s direction to engage in the business of 3D Metal Laser Printing as well as the effective upon the closing date of the SPA, Al Pietrangelo, former President and CEO and sole director, resigned, and prior to such resignation appointed Dmitriy Nikitin to be the sole member of its Board there is no subsidiary parent arrangement. The transferred assets of Fonon Technologies valued at $10,401,030 allow the Company to focus operational efforts in the laser material processing business.

Exploration Stage Company

As of June 29, 2012 the Company moved from an Operating Stage Company to an Exploration Stage Company as a result of the execution of the change in ownership control to the majority controlling interest by Raptor Resources Holdings Inc. This transaction was deemed effective June 28, 2012, by FINRA and exploration stage activities commenced on June 29, 2012. In accordance with ASC 915 the Company will be reporting and disclosing additional information in addition to reporting and disclosure requirements otherwise prepared in accordance with U.S. generally accepted accounting principles (GAAP.)

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As a result of the deconsolidation, the Company exited the exploration stage and became a development stage company.

Revenue Recognition

Prior 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.

Inventory

In-process Inventories - In-process inventories represent mineralized materials that ~~are~~were 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 iswas measured based on assays of the material fed into the process and the projected recoveries of material. In-process inventories ~~are~~were 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.

Finished Goods Inventories - Finished goods inventories ~~include~~included minerals that ~~are~~were certified in quantifiable lots 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~~were valued per lot at the average cost of their production.

Work in process inventory (Fonon Corporation) – Work in process inventory consists of inventory purchased under the SPA that was partially manufactured or not fully assembled as of the report date. This equipment, machines, parts, frames, lasers or assemblies are items not ready for use or resale. Costs were accumulated as work in process until sales ready items were complete when it was moved to finished goods inventory. Amounts in this account represented items at various stages of completion at the report date.

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Stockpile reserves

Prior to deconsolidation as discussed in Note 3, for MAB-C, Stockpiles ~~represent~~represented mineralized material that ~~has~~had been extracted from the mine and iswere available for further processing. Stockpiles ~~are~~were measured by estimating the number of tons added and removed from the stockpile. Stockpile tonnages ~~are~~were verified by periodic surveys. Costs ~~are~~were 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. Through December 28, 2014, MAB-Z, had approximately 4,000 tons of barite in stockpile. We believed that based on several factors that the associated extraction costs would best be reflected in the financial statements as representing no certain future net realizable value.

MAB-Z was extracting API grade barite from the Dodge Mine site and as requested and desired by its master distributor. MAB-Z was actively in the process of trying to obtain necessary equipment to 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 involved the process of jigging which separates particles in the raw barite based on specific gravity. This additional step in the process involved a large outlay of capital to acquire additional machinery to further refine the extraction and sift out unwanted minerals.

Site Development Cost

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Extraction Cost

Impairment or Disposal of Long-Lived Assets

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company.

Asset Retirement Obligation

~~The~~Prior ~~Company’s mining and exploration activities are subject~~ to ~~the~~deconsolidation ~~laws~~as ~~and~~discussed ~~regulations of the nation of Zimbabwe~~ in ~~respect~~Note to3, ~~governing~~as ~~the protection and restoration~~ of ~~the~~December ~~environment.~~31, ~~These laws and regulations are subject to change~~2014, ~~possibly~~MAB-Z ~~resulting~~had inrecognized ~~more restrictive measures. The Company conducts its operations so as to protect~~ the ~~public~~an ~~health~~asset and ~~environment~~liability ~~and~~for ~~believes~~reclamation ~~its~~relative ~~operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects~~ to ~~make in~~ the ~~future,~~mining ~~expenditures~~activities toat ~~comply with such laws and regulations, but cannot predict~~ the ~~full~~Dodge ~~amount of such future expenditures~~Mine.

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The Company’s mining and exploration activities were 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.

~~Estimated~~Due ~~future~~to ~~reclamation~~the ~~costs~~transfer ~~are~~of ~~based~~the ~~principally~~Company’s oninterest ~~traditional~~there ~~estimates~~will tobe ~~comply~~no ~~with~~future ~~legal~~reclamation ~~and regulatory requirements.~~ costs At ~~September 30~~March 31, ~~2014~~2015 and December 31, ~~2013~~2014, $~~83,350 and $~~0, ~~respectively~~was ~~were~~ recognized ~~were~~and 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 September 30, 2014 and December 31, 2013, respectively, are included in Asset Retirement Obligation-Mining Rights.~~

RESULTS OF OPERATIONS

Comparison of Results of Operations for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014

The following table sets forth selected financial data regarding our ~~financial~~operating ~~position~~results ~~and~~for ~~operating~~our ~~results~~continuing operating for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014. This data should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in this report.

MABWE MINERALS INC.

(DBA FONON CORPORATION)

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2014			2013			Change ($)			Change (%)			2014			2013			Change ($)			Change (%)
	2015			2014			Change ($)			Change (%)
REVENUE, NET	$	-			-			-			0	%	$	-			-			-			0	%
COST OF SALES		-			-			-			0	%		-			-			-			0	%
GROSS PROFIT		-			-			-			0	%		-			-			-			0	%
OPERATING EXPENSES
Salary expense and salary related costs		-			-			-			0	%		-			-			-			0	%
Professional, consulting and marketing fees		7429,~~924~~870			~~169~~63,~~181~~275			(9433,~~257~~405	)		-5653	%		~~207,493~~			~~333,360~~			~~(125,867~~	)		~~-38~~	%
Extraction Cost		~~78,500~~-			~~230,578~~-			~~(152,078~~-	)		~~-66~~0	%		~~287,790~~			~~230,578~~			~~57,212~~			25	%
Site Development Cost		~~17,900~~-			~~379,861~~-			~~(361,961~~-	)		~~-95~~0	%		~~64,496~~			~~458,926~~			~~(394,430~~	)		~~-86~~	%
Selling, General and administrative		249,~~990~~480			4923,~~356~~600			(2414,~~366~~120	)		-4960	%		~~83,226~~			~~163,338~~			~~(80,112~~	)		~~-49~~	%
Depreciation		~~200~~3,055			-			~~200~~3,055			0	%		~~598~~			-			~~598~~			0	%
Total operating expenses		~~196~~42,~~514~~405			~~828~~86,~~976~~875			(~~632~~44,~~462~~470	)		-7651	%		~~643,603~~			~~1,186,202~~			~~(542,599~~	)		~~-46~~	%
Loss from operations		(~~196~~42,~~514~~405	)		(~~828~~86,~~976~~875	)		~~632~~44,~~462~~470			-7651	%		~~(643,603~~	)		~~(1,186,202~~	)		~~542,599~~			~~-46~~	%
OTHER INCOME (EXPENSE)
Interest Income (Expense)		(22,808	)		(17,750	)		(5,058	)		28	%		(51,165	)		(23,337	)		(27,828	)		119	%
Other Income (Expense)		-			-			-			0	%
Gain on Investment - W.G.B. Kinsey - Equity Method		-			(13,923	)		13,923			-100	%		(12,367	)		(213,356	)		200,989			-94	%
Total other income (expense)		-			-			-			0	%
Total other income (expense)		(22,808	)		(31,673	)		8,865			-28	%		(63,532	)		(236,693	)		173,161			-73	%
Income (loss) before income taxes		(42,405	)		(86,875	)		44,470			-51	%
Income (loss) before income taxes		(219,322	)		(860,649	)		641,327			-75	%		(707,135	)		(1,422,895	)		715,760			-50	%
Income tax benefit		-			-			-			0	%
Income tax benefit		-			-			-			0	%		-			-			-			0	%
NET INCOME (LOSS)	$	(42,405	)	$	(86,875	)		44,470			-51	%
NET INCOME (LOSS)	$	(219,322	)		(860,649	)		641,327			-75	%	$	(707,135	)		(1,422,895	)		715,760			-50	%

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Net Revenues

There were no revenues from operations for the three ~~and nine~~ ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014. As ~~The~~a result of the deconsolidation, fully described in Note 3, MAB-C was deconsolidated as a VIE due to the fact that the Company no longer has ~~commenced~~the ~~mining~~power ~~operations~~to indirect the ~~third~~activities ~~quarter~~that ofmost ~~2013. The~~significantly ~~Company~~impact ~~remains~~MAB-C’s ineconomic performance whereby the Company exited the exploration stage and ~~will~~became ~~continue~~a ~~until~~development ~~such~~stage ~~time~~company. ~~that~~During itthe ~~achieves~~three ~~significant~~months ended March 31, 2015 and 2014 the Company did not recognize any revenue from ~~mining~~discontinued operations.

Gross Profit

There was no gross profit from operations for the three months ended March 31, 2015 and ~~nine~~2014. There was no gross profit from discounted operations for the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014.

Operating Expenses

The decrease in operating expenses for the three ~~months~~ ended ~~September~~March 3031, ~~2014~~2015 compared to the same period of ~~2013~~2014 was $~~632~~44,~~462~~470. The decreased expense resulted from lower professional, ~~administrative~~ and ~~site~~general ~~development~~administrative ~~and~~costs ~~extraction~~having ~~costs~~to do with ~~the~~decreased ~~site~~expenditures ~~having~~as ~~minimal~~a ~~costs~~result inof ~~the~~lower ~~current~~support ~~year~~of ~~where~~ the ~~same~~Company’s ~~period~~support inof ~~the~~its ~~prior~~investment ~~year~~in ~~marked~~MAB-C ~~the~~as ~~commencement~~well ofas ~~mining~~investor relations activities.

The ~~decrease~~breakdown inof ~~operating~~ expenses ~~for the nine months ended September 30, 2014 compared to the same period~~ of ~~2013~~ ~~was $542,599. The decreased expense resulted from minimal site development and extraction costs for~~ the ~~current~~Company ~~year~~are ~~where~~broken ~~the~~down ~~same period in the prior year was marked by the commencement of mining activities~~ as ~~well as lower professional, administrative costs as compared to the same period last year.~~follows:

As the Company prepares to enter the production stage costs increase as broken down as follows:

Salary Expenses

There were no salary and salary-related expenses from continuing operations for the three months ended March 31, 2015 and ~~nine~~2014. There were no salary and salary-related expenses from discontinued operations for the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014.

~~Extraction~~Professional, ~~Cost~~consulting and marketing fees

~~The~~Professional, ~~Company~~consulting ~~incurred~~and ~~extraction~~marketing ~~costs~~fees offrom ~~$78,500~~continuing ~~and~~operations decreased $~~287~~33,~~790~~405 into ~~the three and nine months ended September 30~~$29,870 ~~2014~~from ~~versus~~ $~~230~~63,~~578~~275 ~~for~~due ~~the~~largely ~~same periods~~ in ~~the~~investor ~~prior~~relations ~~year. These extraction costs represent costs for prior periods~~ and ~~are~~consulting ~~not~~fees ~~necessarily~~no ~~representative~~being ~~of future periods~~incurred. ~~These~~ The ~~quarterly~~expenses ~~costs~~incurred ~~will~~in ~~vary~~the ~~based~~quarter onwere ~~several~~primarily ~~factors~~legal ~~including location of drilling, stage of drilling at a specific area as well as type, quality~~ and ~~accessibility~~accounting ~~of material being mined~~fees.

Site Development Cost

Site development expenses from continuing operations decreased to $17,900 and $64,496 from $379,861 and $458,926 for the three and nine months ended September 30, 2014 and 2013, respectively. This decrease was primarily due to the inactivity at the mine as well as the site being largely developed at the current site of extraction. The Company has not recognized an expense for reclamation for the three and nine months ended September 30, 2014. This expense will be recognized in accordance with the matching principle once revenue is recognized based on the unit of production method. As the commencement of operations at Dodge Mines has begun site development should remain constant where ongoing extraction remains in effect.

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Selling, General and Administrative

Selling, general and administrative expenses (SG&A) from continuing operations decreased $2414,~~366~~120 to $249,~~990~~480 from $4923,~~356~~600 due largely to a reduction of travel and meals expense, ~~web~~commensurate ~~development and expense control~~ with ~~inactivity~~loss ~~at Dodge Mine. The nine months ended September 30, 2014 decrease $80,112 to $83,226 from $163,338 due largely to a reduction~~ of ~~travel and meals expense, web development and expense~~ control ~~with~~over ~~inactivity at Dodge Mine~~MAB-C.

Net Other Expense

~~Net~~There ~~other~~were ~~expense~~no innet ~~2014~~other ~~was~~expense ~~$22,808~~from ~~and~~continuing ~~$63,532~~operations for the three ~~and nine~~ months ended ~~September~~March ~~30, 2014 compared to a net other expense of $~~31,~~673~~ 2015 and ~~$236,693 respectively for the same periods in 2013~~2014. ~~This change resulted from the following:~~

● For the three and nine months ended September 30, 2014, the loss was primarily due to the interest cost which increased from $17,750 to $22,808 for the three months ended September 30, 2014 and increased from $23,337 to $51,165 for the nine months ended September 30, 2014. The marginal increase for the three months ended September 30, 2014 was due to the higher interest rate on the overdraft balance of the CBZ line of credit and the increase for the nine months ended September 30, 2014 was due to the CBZ secured loan was established in the second quarter of 2013 where 2014 had a full nine months of interest expense. Additionally, the decrease in fair value of our investment in WGB Kinsey & Co was reduced to $0 with a realized expense of $0 and $12,367 for the three and nine months ended September 30, 2014 compared to an expense of $13,923 and $213,356 for the prior year.-8-

Liquidity and Capital Resources

Our independent registered public accounting firm has qualified their opinion with respect to our condensed consolidated financial statements to include an explanatory paragraph related to our ability to continue as a going concern in their report for the year ended December 31, 2013. Reports of independent registered public accounting firms questioning a company's ability to continue as a going concern generally are viewed very unfavorably by analysts and investors. There are a number of risks and challenges associated with such a qualified report including, but not limited to, a significant impediment to our ability to raise additional capital or seek financing from entities that will not conduct such transactions in the face of such increased level of risk of insolvency and loss, increased difficulty in attracting talent and the diversion of the attention of executive officers and other key employees to raising capital or financing rather than devoting time to the day-to-day operations of our business. We urge potential investors to review the report of our independent registered public accounting firm included in the Company’s annual report on Form 10-K for the year ended December 31, 2013 and our condensed consolidated financial statements and related notes included in this Report, the cautionary statements included in the “Risk Factors” section under Item 1A of our Form 10-K for the year ended December 31, 2013 this Report and to seek independent advice concerning the substantial risks related thereto before making a decision to invest in us, or to maintain an investment in us.

Since our inception we have realized no revenues and have financed our operations almost exclusively from cash on hand raised through the sale of our securities and borrowings. As of September 30, 2014, we had a deficit in working capital of $1,646,228.

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Liquidity and Capital Resources

Our independent registered public accounting firm has qualified their opinion with respect to our financial statements to include an explanatory paragraph related to our ability to continue as a going concern in their report for the year ended December 31, 2014. Reports of independent registered public accounting firms questioning a company's ability to continue as a going concern generally are viewed very unfavorably by analysts and investors. There are a number of risks and challenges associated with such a qualified report including, but not limited to, a significant impediment to our ability to raise additional capital or seek financing from entities that will not conduct such transactions in the face of such increased level of risk of insolvency and loss, increased difficulty in attracting talent and the diversion of the attention of executive officers and other key employees to raising capital or financing rather than devoting time to the day-to-day operations of our business. We urge potential investors to review the report of our independent registered public accounting firm included in the Company’s annual report on Form 10-K for the year ended December 31, 2014 and our condensed financial statements and related notes included in this Report, the cautionary statements included in the “Risk Factors” section under Item 1A of our Form 10-K for the year ended December 31, 2014 this Report and to seek independent advice concerning the substantial risks related thereto before making a decision to invest in us, or to maintain an investment in us.

Since our inception we have realized no revenues and have financed our operations almost exclusively from cash on hand raised through the sale of our securities and borrowings. As of March 31, 2015, we had a deficit in working capital of $1,220,642.

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 the 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 the lender is in default of the loan.

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On April 5, 2014 the Company, through its affiliate MAB-Z, received confirmation 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.

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 originally was to be paid in monthly installments commencing in December 2013 in the amount of $35,000 plus 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. 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.

On May 2, 2014 MAB-Z entered into an open ended loan agreement with Gary Booth. The Company received an advance of $10,000 for working capital and short-term cash requirement which carries an interest rate of 12%. As of September 30, 2014 the balance due was $10,503 reflected in Accounts payable and accrued expenses.

On July 31, 2014 MAB-Z entered into an open ended loan agreement with Antony Kinsey and Kevin Hegarty. The Company was advanced $20,000 for working capital and short-term cash requirements which carries an interest rate of 12%. As of September 30, 2014 the balance due was $20,396 reflected in Accounts payable and accrued expenses.

WeOn ~~had~~March 30, 2015, the Company, entered into a ~~cash~~Share ~~balance~~Purchase ofand ~~$14~~Asset Sale Agreement (the “SPA”) among Mabwe Minerals,~~389~~ atFonon ~~September~~Technologies, 30Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 325,241,608 ~~2014~~shares ~~compared~~of its common stock, to give Fonon Technologies 65% ownership of Mambwe’s' capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $5510,~~563~~401,030 atwhich ~~December~~Fonon ~~31,~~Technologies ~~2013~~used in its laser material processing and consumables business. As a result of the purchase the Company believes that they are well positioned to be successful and remove doubt as a going concern.

~~Our~~We ~~cash~~had ~~used~~a in operating activities significantly decreased to $545,886 for the nine months ended September 30, 2014 from $1,073,098 for the same period in 2013. The major offsetting variances related to the decrease in cash ~~used~~balance ~~in operating activities are: a decreased net loss~~ of $~~728,144~~0 ~~for~~at ~~the~~March ~~period as well as $175~~31,~~187~~ ~~less~~2015 incompared ~~common~~to ~~stock issued as compensation in 2013, offset by a decrease in the depletion of prepaid items of~~ $~~203,851~~840 ~~and~~at aDecember ~~$200~~31,~~989~~ ~~lesser fair value reduction adjustment in~~ 2014.

~~-8-~~Our cash used in operating activities significantly decreased to $840 for the three months ended March 31, 2015 from $493,600 for the same period in 2014. The major reason for this was the result of the transfer of all liabilities to RRHI in accordance with the SPA dated March 30, 2015. All debts incurred prior to the SPA have been transferred away from the Company as of March 30, 2015.

We had no cash flows from investing activities for the three months ended March 31, 2015 and 2014.

Our cash flows provided by financing activities for the three months ended March 31, 2015 were $0 compared to $459,144 for the same period in 2014, the result of related party proceeds of $459,144.

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We had no cash flows from investing activities for the nine months ended September 30, 2014 compared to $20,340 for the acquisition of fixed assets for the same period in the prior year.

Our cash flows provided by financing activities for the nine months ended September 30, 2014 were $504,622 compared to $1,201,771 for the same period in 2013, largely the result of proceeds from private placement common stock issuance in the prior year of $860,500.

We expect to recognize revenues from our mining operations in 2014 as we have commenced mining operations as of September 30, 2013. We will seek financing to support our operations until we are revenue neutral as a result of continuing operations. There is no certainty that revenues will be generated sufficient to fund operations or that we will be able to raise the necessary debt or equity financing to sustain our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

None

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 the 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. During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer and our Chief Financial Officer ~~(who are the same person~~, ~~Al Pietrangelo)~~ 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.

Item 1a. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number					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

* Filed Herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MABWE MINERALS INC.
	MABWE MINERALS INC. (DBA FONON CORPORATION)
Date November 14, 2014	By:	/s/ Al Pietrangelo
Date May 12, 2015	By:	/s/ Dmitriy Nikitin
		Al Pietrangelo, Chief Executive Officer, (principal executive officer), Chief Financial Officer (principal financial and accounting officer)
		Dmitriy Nikitin, Chief Executive Officer, (principal executive officer), /s/Carlos Gonzalez
		Carlos Gonzalez, Chief Financial Officer (principal financial and accounting officer)

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