UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) ~~OFTHE~~OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2012~~

September 30, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-53585

RAPTOR RESOURCES HOLDINGS INC.

(Exact Name Of Registrant As Specified In Its Charter)

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

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

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

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

Large accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer ¨

Smaller reporting company x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: On ~~September~~November 58, 2012, the registrant had 382,606,456 shares of common stock issued and outstanding.

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION

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

	PART II - OTHER INFORMATION

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 (unaudited)

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page(s)
CONDENSED Consolidated Balance SheetS as of JUNE 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011	F-2
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011	F-2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)	F-3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER, 2012 AND 2011 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)	F-3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH JUNE 30, 2012	F-4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH SEPTEMBER 30, 2012	F-4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)	F-5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION) (UNAUDITED)	F-5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012 (UNAUDITED) AND 2011	F-6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2012 (UNAUDITED) AND 2011	F-6

F-1

RAPTOR RESOURCES HOLDINGS INC.

(FORMERLY LANTIS LASER INC.) (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED BALANCE SHEETS

(ASEPTEMBER ~~DEVELOPMENT~~30, ~~STAGE~~2012 ~~COMPANY~~(UNAUDITED) AND DECEMBER 31, 2011

CONDENSED CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30,			DECEMBER 31,
ASSETS	2012			2011
Current Assets:	(UNAUDITED)
Cash and cash equivalents	$	98,014		$	15,072
Prepaid expenses		118,881			-
Investment		150,000			150,000

Total Current Assets		366,895			165,072

Fixed assets, net of depreciation		6,894			9,028

Other Asset:
Mineral rights		433,000			433,000

INTANGIBLE ASSETS
Goodwill		25,000			-
Total Intangible Assets		25,000			-


TOTAL ASSETS	$	831,789		$	607,100

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
Accrued interest - convertible notes	$	209,175		$	178,519
Accounts payable and accrued expenses		945,799			656,633
Loan Payable - Other		41,608
Note payable - Dodge Mines		30,000			283,000
Related party payable		50			27,150
Convertible promissory note - related parties		150,000			150,000
Convertible notes payable, net of discount and beneficial conversion feature		409,500			409,500

Total Current Liabilities		1,786,132			1,704,802

Total Liabilities		1,786,132			1,704,802

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 Par Value; 10,000,000 shares authorized

Preferred Series A Stock 3,000,000 shares authorized 1,000,000 issued and outstanding		1,000			-

Preferred Convertible Series B Stock; 2,500,000 shares authorized 1,092,000 issued and outstanding		1,092			-

Common stock, $.001 Par Value; 990,000,000 shares authorized and 382,481,456 and 378,205,600 shares issued and outstanding		382,606			378,205
Additional paid-in capital		10,123,913			8,639,808
Additional paid-in capital - warrants		1,294,347			1,268,787
Deferred compensation		(630,000	)		-
Deficits accumulated during the development stage		(12,142,388	)		(11,384,502	)

Total Stockholders’ Equity (Deficit) - Raptor Resources Holdings Inc.		(969,430	)		(1,097,702	)

Noncontrolling interest in subsidiary		15,087			-

Total Stockholders’ Equity (Deficit)		(954,343	)		(1,097,702	)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	831,789		$	607,100

JUNE 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011

	JUNE 30,			DECEMBER 31,
ASSETS	2012			2011
Current Assets:	(UNAUDITED)
Cash and cash equivalents	$	53,465		$	15,072
Prepaid expenses		5,500			-
Investment		150,000			150,000
Total Current Assets		208,965			165,072
Fixed assets, net of depreciation		7,606			9,028
Other Asset:
Mineral rights		433,000			433,000
TOTAL ASSETS	$	649,571		$	607,100
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities:
Accrued interest - convertible notes	$	198,882		$	178,519
Accounts payable and accrued expenses		915,105			656,633
Note payable - Dodge Mines		57,000			283,000
Related party payable		5,220			27,150
Convertible promissory note - related parties		150,000			150,000
Convertible notes payable, net of discount and beneficial conversion feature		409,500			409,500
Total Current Liabilities		1,735,707			1,704,802
Total Liabilities		1,735,707			1,704,802
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 Par Value; 10,000,000 shares authorized
Preferred Series A Stock 3,000,000 shares authorized
1,000,000 issued and outstanding		1,000			-
Preferred Convertible Series B Stock ; 2,500,000 shares authorized
210,000 issued and outstanding		210			-
Common stock, $.001 Par Value; 990,000,000 shares authorized
and 382,481,456 and 378,205,600 shares issued and outstanding		382,481			378,205
Additional paid-in capital		8,908,484			8,639,808
Additional paid-in capital - warrants		1,294,347			1,268,787
Deficits accumulated during the development stage		(11,665,871	)		(11,384,502	)
Total Stockholders’ Equity (Deficit) - Raptor Resources Holdings Inc.		(1,079,349	)		(1,097,702	)
Noncontrolling interest in subsidiary		(6,787	)		-
Total Stockholders’ Equity (Deficit)		(1,086,136	)		(1,097,702	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	649,571		$	607,100

F-2

RAPTOR RESOURCES HOLDINGS INC.

(FORMERLY LANTIS LASER INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2012 AND 2011

WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION)

													CUMULATIVE
													TOTALS SINCE
	THREE MONTHS ENDED						~~SIX~~NINE MONTHS ENDED						INCEPTION
	JUNE 30,						JUNE 30,						JANUARY 14,
	SEPTEMBER 30,						SEPTEMBER 30,						JANUARY 14,
	2012			2011			2012			2011			1998
OPERATING REVENUES
Sales	$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES
Research and development		-99,219			-			-99,219			-			2,~~129~~229,~~906~~125
Exploration costs		-			-3,000			-			-3,000			3,000
Wages and wage related expenses		82312,~~200~~300			3275,~~055~~000			~~164~~476,~~400~~700			32107,055			1,~~326~~638,~~436~~736
Professional, consulting and marketing fees		6142,~~160~~102			4022,~~815~~127			~~139~~181,~~017~~119			4972,~~953~~080			4,~~939~~981,~~385~~487
Value of stock issued to secure puchase of Raptor		-			-			-			-			155,000
Other general and administrative expenses		5451,~~530~~602			2329,~~531~~409			89140,~~088~~690			2757,~~851~~260			~~834~~855,~~361~~963
Depreciation		~~1,083~~711			5,~~621~~744			12,~~423~~134			1116,~~241~~985			~~137~~138,~~881~~592
Total Operating Expenses		~~198~~505,~~973~~934			~~102~~135,~~022~~280			~~393~~899,~~928~~862			~~121~~256,~~100~~380			910,~~525~~031,~~969~~903
LOSS BEFORE OTHER INCOME (EXPENSE)		(~~198~~505,~~973~~934	)		(~~102~~135,~~022~~280	)		(~~393~~899,~~928~~862	)		(~~121~~256,~~100~~380	)		(910,~~525~~031,~~969~~903	)
OTHER INCOME (LOSS)
Amortization of debt issuance costs		-			-			-			-			(287,571	)
Loss in investment under equity method		-			-			-			-			(167,664	)
Gain on conversion of interest		-			~~524~~-			-			524			524
Forgiveness of debt on conversion of debt to equity		~~132,917~~			-			132,917			-			132,917
Gain on sale of equipment		-			-			-			-			1,066
Interest expense - debt discount		-			-			-			-			(1,017,246	)
Interest income (expense), net		(1011,~~179~~901	)		(2310,~~417~~322	)		(2032,~~358~~259	)		(6171,~~200~~522	)		(~~801~~813,~~928~~829	)
Total Other Income (Expense)		~~122~~(11,~~738~~901	)		(2210,~~893~~322	)		~~112~~100,~~559~~658			(6070,~~676~~998	)		(2,~~139~~151,~~902~~803	)
NET LOSS BEFORE PROVISION FOR INCOME TAXES		(76,235	)		(124,915	)		(281,369	)		(181,776	)		(11,665,871	)
COMBINED NET LOSS BEFORE PROVISION FOR INCOME TAXES		(517,835	)		(145,602	)		(799,204	)		(327,378	)		(12,183,706	)
LESS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		(41,318	)			-		(41,318	)		-			(41,318	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF RAPTOR RESOURCES HOLDINGS INC BEFORE PROVISION FOR INCOME TAXES		(476,517	)		(145,602	)		(757,886	)		(327,378	)		(12,142,388	)
Provision for Income Taxes		-			-			-			-			-
NET LOSS APPLICABLE TO COMMON SHARES	$	(76476,~~235~~517	)	$	(~~124~~145,~~915~~602	)	$	(~~281~~757,~~369~~886	)	$	(~~181~~327,~~776~~378	)	$	(1112,~~665~~142,~~871~~388	)
NET LOSS PER BASIC AND DILUTED SHARES		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.1615	)
WEIGHTED AVERAGE NUMBER OF COMMON
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		382,583,358			352,645,550			381,479,578			252,394,175			78,797,730
SHARES OUTSTANDING		382,228,108			259,774,806			380,921,623			201,437,676			72,472,806

F-3

RAPTOR RESOURCES HOLDINGS INC.

(FORMERLY LANTIS LASER INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH ~~JUNE~~SEPTEMBER 30, 2012

																	Deficits
	Preferred Stock				Common Stock						Additional Paid-			Additional Paid-in Capital-			Deferred			Deficits Accumulated During the Development			Noncontrolling
														Additional			Accumulated
	Shares		Amount		Shares			Amount			inCapital			Warrants			Compensation			Stage			Interest			Total
											Additional			Paid-in			During the
Balance - January 14, 1998		-	$	-		-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
	Preferred Stock				Common Stock						Paid-in			Capital-			Development			Noncontrolling
Shares issued to founders		-		-		200			200			87			-			-			-			-			287
	Shares		Amount		Shares			Amount			Capital			Warrants			Stage			Interest			Total
Net loss for the period January 14, 1998
Balance - January 14, 1998		-	$	-		-		$	-		$	-		$	-		$	-		$	-		$	-
through December 31, 2003		-		-		-			-			-			-			-			(408,404	)		-			(408,404	)
Shares issued to founders		-		-		200			200			87			-			-			-			287
Balance January 1, 2004		-		-		200			200			87			-			-			(408,404	)		-			(408,117	)
Net loss for the period January 14, 1998
Shares issued in reverse merger		-		-		81,788,563			81,589			(81,876	)		-			-			-			-			(287	)
through December 31, 2003		-		-		-			-			-			-			(408,404	)		-			(408,404	)
Shares issued in conversion of notes		-		-		3,211,250			3,211			256,318			-			-			-			-			259,529
Balance January 1, 2004		-		-		200			200			87			-			(408,404	)		-			(408,117	)
Net loss for the year		-		-											-			-			(251,734	)		-			(251,734	)
Shares issued in reverse merger		-		-		81,788,563			81,589			(81,876	)		-			-			-			(287	)
Balance December 31, 2004		-		-		85,000,013			85,000			174,529			-			-			(660,138	)		-			(400,609	)
Shares issued in conversion of notes		-		-		3,211,250			3,211			256,318			-			-			-			259,529
Net loss for the year		-		-		-			-			-			-			-			(347,397	)		-			(347,397	)
Net loss for the year		-		-											-			(251,734	)		-			(251,734	)
Balance December 31, 2005		-		-		85,000,013			85,000			174,529			-			-			(1,007,535	)		-			(748,006	)
Balance December 31, 2004		-		-		85,000,013			85,000			174,529			-			(660,138	)		-			(400,609	)
Shares and warrants issued in private
Net loss for the year		-		-		-			-			-			-			(347,397	)		-			(347,397	)
placement, net of placement fees		-		-		5,850,000			5,850			307,507			208,143			-			-			-			521,500
Balance December 31, 2005		-		-		85,000,013			85,000			174,529			-			(1,007,535	)		-			(748,006	)
Shares issued for services rendered		-		-		1,500,000			1,500			148,500			-			-			-			-			150,000
Shares and warrants issued in private
Warrants issued to former
placement, net of placement fees		-		-		5,850,000			5,850			307,507			208,143			-			-			521,500
noteholders		-		-		-			-			-			159,610			-			-			-			159,610
Shares issued for services rendered		-		-		1,500,000			1,500			148,500			-			-			-			150,000
Warrants issued to consultant in
Warrants issued to former
private placement		-		-		-			-			-			17,769			-			-			-			17,769
noteholders		-		-		-			-			-			159,610			-			-			159,610
Adjust fair value of warrants issued
Warrants issued to consultant in
in private placement		-		-		-			-			-			114,930			-			-			-			-
private placement		-		-		-			-			-			17,769			-			-			17,769
Royalty fees forgiven by Lawrence
Adjust fair value of warrants issued
Livermore		-		-		-			-			380,000			-			-			-			-			380,000
in private placement		-		-		-			-			-			114,930			-			-			-
Net loss for the year ended December 31, 2006
Royalty fees forgiven by Lawrence
as previously reported		-		-		-			-			-			-			-			(771,352	)		-			(771,352	)
Livermore		-		-		-			-			380,000			-			-			-			380,000
Prior period adjustment - correction of an error see Note 10		-		-		-			-			-			(114,930	)		-			114,930			-			-
Net loss for the year ended December 31, 2006 as previously reported		-		-		-			-			-			-			(771,352	)		-			(771,352	)
Net loss for the year ended December 31, 2006 as restated		-		-		-			-			-			-			-			(656,422	)		-			(656,422	)
Prior period adjustment - correction of an error see Note 10		-		-		-			-			-			(114,930	)		114,930			-			-
Balance December 31, 2006		-		-		92,350,013			92,350			1,010,536			385,522			-			(1,663,957	)		-			(175,549	)
Net loss for the year ended December 31, 2006 as restated		-		-		-			-			-			-			(656,422	)		-			(656,422	)
Warrants issued to placement agent		-		-		-			-			-			292,518			-			-			-			292,518
Balance December 31, 2006		-		-		92,350,013			92,350			1,010,536			385,522			(1,663,957	)		-			(175,549	)
Warrants issued to convertible
Warrants issued to placement agent		-		-		-			-			-			292,518			-			-			292,518
noteholders		-		-		-			-			-			513,132			-			-			-			513,132
Warrants issued to convertible
Beneficial conversion feature on convertible notes		-		-		-			-			505,300			-			-			-			-			505,300
noteholders		-		-		-			-			-			513,132			-			-			513,132
Shares issued for services rendered (including prepaid services)		-		-		6,460,000			6,460			2,528,090			-			-			-			-			2,534,550
Beneficial conversion feature on convertible notes		-		-		-			-			505,300			-			-			-			505,300
Exercise of warrants		-		-		163,375			163			40,584			(16,241	)		-			-			-			24,506
Shares issued for services rendered (including prepaid services)		-		-		6,460,000			6,460			2,528,090			-			-			-			2,534,550
Net loss for the year ended December 31, 2007		-		-		-			-			-			-			-			(2,174,069	)		-			(2,174,069	)
Exercise of warrants		-		-		163,375			163			40,584			(16,241	)		-			-			24,506
Balance December 31, 2007		-		-		98,973,388			98,973			4,084,510			1,174,931			-			(3,838,026	)		-			1,520,388
Net loss for the year ended December 31, 2007		-		-		-			-			-			-			(2,174,069	)		-			(2,174,069	)
Exercise of warrants		-		-		69,850			70			17,352			(6,944	)		-			-			-			10,478
Balance December 31, 2007		-		-		98,973,388			98,973			4,084,510			1,174,931			(3,838,026	)		-			1,520,388
Shares issued for services rendered (including prepaid services)		-		-		1,075,000			1,075			228,425			-			-			-			-			229,500
Exercise of warrants		-		-		69,850			70			17,352			(6,944	)		-			-			10,478
Net loss for the year ended December 31, 2008		-		-		-			-			-			-			-			(4,572,358	)		-			(4,572,358	)
Shares issued for services rendered (including prepaid services)		-		-		1,075,000			1,075			228,425			-			-			-			229,500
Balance December 31, 2008		-		-		100,118,238			100,118			4,330,287			1,167,987			-			(8,410,384	)		-			(2,811,992	)
Net loss for the year ended December 31, 2008		-		-		-			-			-			-			(4,572,358	)		-			(4,572,358	)
Exercise of warrants		-		-		-			-			-			-			-			-			-			-
Balance December 31, 2008		-		-		100,118,238			100,118			4,330,287			1,167,987			(8,410,384	)		-			(2,811,992	)
Shares returned to treasury and retired						(3,000,000	)		(3,000	)		3,000			-			-			-			-			-
Exercise of warrants		-		-		-			-			-			-			-			-			-
Shares issued upon conversion from note payable						833,334			833			111,049			-			-			-			-			111,882
Shares returned to treasury and retired						(3,000,000	)		(3,000	)		3,000			-			-			-			-
Shares issued for services rendered (including prepaid services)		-		-		2,250,000			2,250			160,250			-			-			-			-			162,500
Shares issued upon conversion from note payable						833,334			833			111,049			-			-			-			111,882
Net loss for the year ended December 31, 2009		-		-		-			-			-			-			-			(1,375,669	)		-			(1,375,669	)
Shares issued for services rendered (including prepaid services)		-		-		2,250,000			2,250			160,250			-			-			-			162,500
Balance December 31, 2009		-	$	-		100,201,572		$	100,201		$	4,604,586		$	1,167,987		$	-		$	(9,786,053	)	$	-		$	(3,913,279	)
Net loss for the year ended December 31, 2009		-		-		-			-			-			-			(1,375,669	)		-			(1,375,669	)
Shares issued for services rendered (including prepaid services)		-		-		500,000			500			19,500			-			-			-			-			20,000
Balance December 31, 2009		-	$	-		100,201,572		$	100,201		$	4,604,586		$	1,167,987		$	(9,786,053	)	$	-		$	(3,913,279	)
Shares issued upon conversion from note payable		-		-		39,173,333			39,173			2,289,514			-			-			-			-			2,328,687
Shares issued for services rendered (including prepaid services)		-		-		500,000			500			19,500			-			-			-			20,000
Beneficial conversion feature on convertible notes		-		-		-			-			36,207			-			-			-			-			36,207
Shares issued upon conversion from note payable		-		-		39,173,333			39,173			2,289,514			-			-			-			2,328,687
Net loss for the year ended December 31, 2010		-		-		-			-			-			-			-			(621,397	)		-			(621,397	)
Beneficial conversion feature on convertible notes		-		-		-			-			36,207			-			-			-			36,207
Balance December 31, 2010		-	$	-		139,874,905		$	139,874		$	6,949,807		$	1,167,987		$	-		$	(10,407,450	)	$	-		$	(2,149,782	)
Net loss for the year ended December 31, 2010		-		-		-			-			-			-			(621,397	)		-			(621,397	)
Shares issued for services rendered		-		-		11,150,000			11,150			186,068			-			-			-			-			197,218
Balance December 31, 2010		-	$	-		139,874,905		$	139,874		$	6,949,807		$	1,167,987		$	(10,407,450	)	$	-		$	(2,149,782	)
Shares issued upon conversion from note payable and accrued interest		-		-		35,535,397			35,535			164,191			-			-			-			-			199,726
Shares issued for services rendered		-		-		11,150,000			11,150			186,068			-			-			-			197,218
Shares issued for acquisition of Ontage Resources		-		-		5,000,000			5,000			145,000			-			-			-			-			150,000
Shares issued upon conversion from note payable and accrued interest		-		-		35,535,397			35,535			164,191			-			-			-			199,726
Recapitalization due to reverse merger with TAG Minerals Inc.		-		-		165,000,000			165,000			(200,278	)														(35,278	)
Shares issued for acquisition of Ontage Resources		-		-		5,000,000			5,000			145,000			-			-			-			150,000
Conversion of notes payable and accrued interest to warrants		-		-		-			-			921,666			100,800			-			-			-			1,022,466
Recapitalization due to reverse merger with TAG Minerals Inc.		-		-		165,000,000			165,000			(200,278	)											(35,278	)
Shares issued for cash		-		-		16,645,298			16,646			323,354			-			-			-			-			340,000
Conversion of notes payable and accrued interest to warrants		-		-		-			-			921,666			100,800			-			-			1,022,466
Shares issued to lender of Raptor		-		-		5,000,000			5,000			150,000			-			-			-			-			155,000
Shares issued for cash		-		-		16,645,298			16,646			323,354			-			-			-			340,000
Net loss for the year ended December 31, 2011		-		-		-			-			-			-			-			(977,052	)		-			(977,052	)
Shares issued to lender of Raptor		-		-		5,000,000			5,000			150,000			-			-			-			155,000
Balance December 31, 2011		-	$	-		378,205,600		$	378,205		$	8,639,808		$	1,268,787		$	-		$	(11,384,502	)	$	-		$	(1,097,702	)
Net loss for the year ended December 31, 2011		-		-		-			-			-			-			(977,052	)		-			(977,052	)
Shares issued for services rendered		1,000,000		1,000		-			-			-			-			-			-			-			1,000
Balance December 31, 2011		-	$	-		378,205,600		$	378,205		$	8,639,808		$	1,268,787		$	(11,384,502	)	$	-		$	(1,097,702	)
Shares issued for services rendered		-		-		200,000			200			5,800			-			-			-			-			6,000
Shares issued for services rendered		1,000,000		1,000		-			-			-			-			-			-			1,000
Shares issued for cash		-		-		2,175,333			2,175			39,061			19,764			-			-			-			61,000
Shares issued for services rendered		-		-		200,000			200			5,800			-			-			-			6,000
Net loss for the three months ended March 31, 2012		-		-		-			-			-			-			-			(205,134	)		-			(205,134	)
Shares issued for cash		-		-		2,175,333			2,175			39,061			19,764			-			-			61,000
Balance March 31, 2012		1,000,000	$	1,000		380,580,933		$	380,580		$	8,684,669		$	1,288,551		$	-		$	(11,589,636	)	$	-		$	(1,234,836	)
Net loss for the three months ended March 31, 2012		-		-		-			-			-			-			(205,134	)		-			(205,134	)
Shares issued for services rendered		-		-		675,000			675			13,700			-			-			-			-			14,375
Balance March 31, 2012		1,000,000	$	1,000		380,580,933		$	380,580		$	8,684,669		$	1,288,551		$	(11,589,636	)	$	-		$	(1,234,836	)
Shares issued for conversion of debt		45,000		45		-			-			44,955			-			-			-			-			45,000
Shares issued for services rendered		-		-		675,000			675			13,700			-			-			-			14,375
Shares issued for cash		165,000		165		-			-			164,835			-			-			-			-			165,000
Shares issued for conversion of debt		45,000		45		-			-			44,955			-			-			-			45,000
Shares issued for cash		-		-		1,225,523			1,226			27,478			5,796			-			-			-			34,500
Shares issued for cash		165,000		165		-			-			164,835			-			-			-			165,000
Acquisition of 80% of Mabwe Minerals Inc.		-		-		-			-			-			-			-			-			(33,940	)		(33,940	)
Shares issued for cash		-		-		1,225,523			1,226			27,478			5,796			-			-			34,500
Net loss for the three months ended June 30, 2012		-		-		-			-			-			-			-			(76,235	)		-			(76,235	)
Acquisition of 80% of Mabwe Minerals Inc.		-		-		-			-			(27,153	)		-			-			(6,787	)		(33,940	)
Balance June 30, 2012		1,210,000	$	1,210		382,481,456		$	382,481		$	8,935,637		$	1,294,347		$	-		$	(11,665,871	)	$	(33,940	)	$	(1,086,136	)
Net loss for the three months ended June 30, 2012		-		-		-			-			-			-			(76,235	)		-			(76,235	)
Shares issued for services rendered		840,000		840		125,000			125			840,785			-			(630,000	)		-			-			211,750
Balance June 30, 2012		1,210,000	$	1,210		382,481,456		$	382,481		$	8,908,484		$	1,294,347		$	(11,665,871	)	$	(6,787	)	$	(1,086,136	)
Shares issued for cash		17,000		17		-			-			16,983			-			-			-			-			17,000
Shares Issued in Equity Exchange - Mabwe Minerals Zimbabwe (PVT) LTD		25,000		25		-			-			24,975			-			-			-			-			25,000
Share of capital for Mabwe Minerals share issuances		-		-		-			-			305,270			-			-			-			-			305,270
Change in noncontrolling interest																								49,027			49,027
Net loss for the three months ended September 30, 2012 attributable to Raptor Resources Holdings Inc		-		-					-			-			-			-			(476,517	)		-			(476,517	)
Balance September 30, 2012		2,092,000	$	2,092		382,606,456		$	382,606		$	10,123,650		$	1,294,347		$	(630,000	)	$	(12,142,388	)	$	15,087		$	(954,606	)

F-4

RAPTOR RESOURCES HOLDINGS INC.

(FORMERLY LANTIS LASER INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2012 AND 2011

WITH CUMULATIVE TOTALS SINCE JANUARY 14, 1998 (INCEPTION)

							CUMULATIVE
	SIX MONTHS ENDED						TOTALS SINCE
	NINE MONTHS ENDED						TOTALS SINCE
	JUNE 30,						INCEPTION
	SEPTEMBER 30,						INCEPTION
	2012			2011			JANUARY 14, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~281~~757,~~369~~886	)	$	(~~181~~327,~~776~~378	)	$	(1112,~~665~~142,~~871~~388	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		12,~~422~~134			1116,~~241~~985			~~137~~138,~~880~~592
Noncontrolling interest adjustment		~~(33~~35,~~940~~590	)		-			~~(33~~35,~~940~~590	)
Amortization of debt issuance costs		-			-			287,571
Interest expense - debt discount		-			-			504,606
Interest expense - beneficial conversion feature		-			20,382			533,023
Gain on conversion of interest		-			(524	)		(524	)
Gain on sale of equipment		-			-			(1,066	)
Forgiveness of debt on conversion of debt to equity		(132,917	)					(132,917	)
Loss on investment under equity method		-			-			167,664
License fees payable for research and development		-			-			605,000
Warrants issued to former noteholders and consultants		-			-			469,897
Common stock issued to secure acquisition of Raptor		-			-			155,000
Common stock issued for consulting services		20127,~~375~~155			20,468			1,~~096~~203,~~643~~423
Preferred stock issued for consulting services		1211,000			-			1211,000
Cash flow effect of reverse merger		-			(35,~~279~~278	)		(35,279	)
Changes in assets and liabilities
Decrease (increase) in prepaid expenses		(5118,~~500~~881	)		-(6,000	)		2,~~199~~086,~~500~~119
Increase (decrease) in accounts payable and
Increase (decrease) in accounts payable and and accrued expenses		289,166			144,1446			2,138,460
and accrued expenses		258,472			59,917			2,107,766
Accrued interest on convertible notes		30,656			33,299			540,066
Accrued interest on convertible notes		20,363			22,977			529,773
Total adjustments		443,903			190,778			8,906,225
Total adjustments		129,275			99,182			8,591,597
Net cash used in operating activities		(313,983	)		(136,600	)		3,236,163	)
Net cash used in operating activities		(152,094	)		(82,594	)		(3,074,274	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of fixed assets, net of disposals		-			(29,~~476~~276	)		(144,420	)
Investment under equity method		-			-			(167,664	)
Net cash used in investing activities		-			(29,~~476~~276	)		(312,084	)
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from notes payable		-			80,000			277,000
Proceeds from notes payable - other		41,608			80,000			318,608
Repayments made on note payable for Dodge Mines		(4875,083	)		-			(~~198~~225,083	)
Proceeds from exercise of warrants		-			-			34,984
Increase (decrease) in bank overdraft		-			-			-
Proceeds from convertible notes and warrants,
Proceeds from convertible notes and warrants, net of debt issuance costs		-			-			2,284,310
net of debt issuance costs		-			-			2,284,310
Payments of license fee payable		-			-			(225,000	)
Proceeds from private placement, net of fees (including cash
Proceeds from private placement, net of fees (including cash received for shares to be issued) - preferred and common stock		457,500			276,250			1,319,000
received for shares to be issued) - preferred and common stock		260,500			-			1,122,000
Proceeds (payments) from related parties		(27,100	)		5,350			139,442
Proceeds (payments) from related parties		(21,930	)		5,100			144,612
Net cash provided by financing activities		396,925			361,600			3,646,261
Net cash provided by financing activities		190,487			85,100			3,439,823
NET INCREASE IN CASH AND CASH EQUIVALENTS		82,942			215,724			98,014
NET INCREASE IN
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		15,072			9,382			-
CASH AND CASH EQUIVALENTS		38,393			30			53,465
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	98,014		$	225,106		$	98,014
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD		15,072			9,382			-
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	53,465		$	9,412		$	53,465
CASH PAID DURING THE PERIOD FOR:
Income taxes	$	-		$	-		$	-
Interest expense	$	-		$	-		$	93,517
SUPPLEMENTAL NONCASH INFORMATION:
Conversion of notes and interest for common stock,
Conversion of notes and interest for common stock, net of discounts and issuance costs	$	-		$	199,726		$	2,936,031
net of discounts and issuance costs	$	-		$	199,726		$	2,936,031
Acquisition of Dodge Mines for Note Payable	$	-		$	-		$	433,000
Conversion of license fee payable into capital	$	-		$	-		$	380,000
Common stock issued to secure acquisition of Raptor	$	-		$	-		$	155,000
Common stock issued for consulting services	$	20127,~~375~~155		$	20,468		$	1,~~096~~203,~~643~~423
Preferred stock issued for consulting services	$	1,~~000~~810		$	-		$	1,000
Preferred stock issued for goodwill	$	25,000		$	-		$	25,000
Warrants issued to former noteholders and consultants	$	-		$	-		$	469,897
Common stock issued for acquistion	$	-		$	150,000		$	150,000
Common stock issued for prepaid expenses	$	-		$	-		$	2,205,000
Conversion of accrued expenses for note payable-related parties	$	-		$	-		$	960,000
Conversion of note payable-related parties and accrued interest
Conversion of note payable-related parties and accrued interest to warrants	$	-		$	1,022,466		$	1,022,466
to warrants	$	-		$	1,022,466		$	1,022,466
Noncontrolling interest - Mabwe Minerals, Inc.	$	35,590		$	-		$	35,590
Noncontrolling interest - Mabwe Minerals, Inc.	$	33,940		$	-		$	33,940
Conversion of Dodge Mines Note Payable for Preferred Stock	$	45,000		$	-		$	45,000
Forgiveness of debt on conversion of debt to equity	$	132,917		$	-		$	132,917
Effect of reverse merger with TAG Minerals, Inc.
Cash	$	-		$	24,771		$	24,771
Accounts payable and accrued expenses		-			(50	)		(50	)
Effect on retained earnings		-			(60,000	)		(60,000	)
Cash flow effect from reverse merger	$	-		$	(35,279	)	$	(35,279	)

F-5

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated financial statements and notes thereto. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting 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 condensed consolidated financial statements be read in conjunction with the December 31, 2011 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented.

Lantis Laser, Inc. (the “Company”) was incorporated in the State of New Jersey on January 14, 1998. On November 3, 2004, the Company was acquired by Hypervelocity, Inc., a Nevada corporation.

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

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

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

F-6

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30~~SEPTEMBER30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

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

On July 9, 2008, the Company entered into an exclusive license agreement for the field of dentistry for a patent pending technology known as Near Infrared Transillumination Imaging (NIR). The Company paid the initial licensing fee of $10,000. This technology is synergistic with the OCT technology and the Company intends to sell it in a combination OCT/NIR platform and also as a standalone product.

Management of the Company has extensive experience in the dental industry, including technology, development, marketing and distribution, clinical and research dentistry.

OCT is a diagnostic imaging technology that is based on advanced photonics and fiber optics. It enables the capture of cross-sectional images of tissue with an axial resolution of up to ten times that of x-ray, providing tissue characterization and images that cannot be obtained by any other means, including x-ray. Information is captured by shining a near- infrared light through a single optical fiber only .006” diameter deep into the internal structures of the subject tissue.

When the light becomes scattered in the dense biological tissue, a certain component of the reflected light remains unscattered and thus contains good quantitative and structural image information. The OCT technology maps the changing intensities of reflections from the tissue to form an image of the subject area. This image, displayed on a monitor in real time, has an unprecedented amount of diagnostic information and can be manipulated, printed out and stored in a digital format.

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

F-7

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

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

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

At the time of the Merger, the Board of Directors approved the conversion of an outstanding note for each officer totaling $960,000 plus accrued interest of $62,466 into 14,400,000 cashless warrants. The warrants have a term of five-years, with an exercise price of $0.075. The Company performed a black-scholes calculation to ~~determine~~establish ~~the value of the warrants, and they were determined to have~~ a value of $100,800 for the warrants.

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

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

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). Slashwood Mining is a registered percentage owner of ~~eight~~8 custom gold milling centers across various locations in Zimbabwe, along with ownership of 30 mining claims ~~encompassing~~ encompassing approximately 2,000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. Slashwood Mining has 200 employees and is forging a path of expansion into mining projects.

F-8

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

On December 2, 2011, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Mabwe Minerals Inc. (~~formerly~~ f/k/a/Raptor Networks Technology, Inc.) (MBMI: OTCQB) (“Mabwe”) under which the Company issued 5,000,000 shares of its common stock to the lender of certain convertible notes of Mabwe, as incentive to convert their promissory notes into shares of common stock. As a result of this transaction, Mabwe issued 55% of the issued and outstanding shares of common stock to the Company, and thus Mabwe became a majority owned subsidiary of the Company, and under the terms of the Agreement, the officers and directors of Mabwe ~~will resign~~resigned. Al Pietrangelo, President and CEO of the Company, ~~will~~became ~~become~~ President and CEO of Mabwe and be the sole member of the Board of Directors. Mabwe ~~has~~conducted ~~commenced making the required filings with the Financial Industry Regulatory Authority (“Finra”) and the SEC to amend its charter, conduct~~ a reverse split and ~~issue~~issued additional shares of its common stock to allow the Company to hold 80% of its issued and outstanding ~~shares~~ of common ~~stock~~shares on a post-split basis. ~~As of June 28 , 2012, the transaction was completed upon final approval by the authorities, and the Company now owns 80% of Mabwe.~~

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

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

On June 28, 2012 ~~FINRA approved~~ the ~~14c filed by~~charter of Mabwe. ~~The~~increased ~~charter~~the ~~was~~number ~~amended~~of toauthorized ~~allow~~shares ~~for the issuance~~ of ~~additional~~common stock. ~~and~~Mabwe ~~stock was~~ issued to the Company inan ~~the~~additional ~~amount of~~ 79,078,817 shares of its common stock (post 1:10 reverse split) giving the Company anat that time ownership of 80% ~~interest~~of inthe issued and outstanding shares of Mabwe common stock.

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

F-9

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

Going Concern

As shown in the accompanying condensed consolidated financial statements the Company has incurred attributable recurring losses of $~~281~~757,~~369~~886 and $~~181~~327,~~776~~378 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively, and has incurred aan attributable cumulative loss of $1112,~~665~~142,~~871~~ 388 since inception (January 14, 1998). The Company has a working capital deficit in the amount of $1,~~526~~419,~~742~~237 as of ~~June~~September 30, 2012. The Company is currently in the development stage and has ~~recently~~ merged the gold mining business of TAG and the mining and distribution of non-gold metals and minerals of Mabwe into ~~their~~the Company in addition to the OCT and NIR technology for which they currently hold exclusive licenses for dental applications.

With high gold prices and the contacts for mining rights that the principals of the Company maintain in Zimbabwe, the Company remains positive about the future.

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

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

F-10

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915. The Company had previously devoted substantially all of its efforts to the development of ~~their~~ its OCT technology. The Company is currently devoting a majority of its time to the exploration of gold and other minerals.

Principles of Consolidation

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

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

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

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

The Company as of September 30, 2012 owns 8073% of Mabwe Minerals Inc. The 2027% noncontrolling interest is reflected in the condensed consolidated financial statements. This dilution was due to the private placement sale of common stock by its subsidiary, Mabwe Minerals Inc., and stock issued for services rendered and to be rendered. Mabwe issued 11,525,000 shares of common stock diluting the interest of Raptor Resources Holdings Inc. from 80% last quarter to 73% this quarter.

Noncontrolling Interests

In accordance with ASC 810-10-45, ~~Noncontrolling~~ 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 ~~June~~September 30, 2012. There was no activity from December 2, 2011 through June 30, 2012 in Mabwe, the Company’s majority-owned subsidiary. The Company’s controlling interest was reduced this quarter due to sale of stock through private placement and the issuance of stock for services rendered and to be rendered, The noncontrolling interest on a percentage basis increased by 7.45% to 27.31% of Mabwe Minerals Inc. The noncontrolling interest thus increased to balance of $15,087, The net asset share of the noncontrolling interest of $56,405 was offset by attributable losses of $41,318 compared to a June 30, 2012 net asset share (deficit) of ($6,787) with no attributable losses.

F-11

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

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

Cash and Cash Equivalents

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

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

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

Research and Development

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

Revenue Recognition

The Company has not recognized revenues to date. The Company anticipates recognizing revenue in accordance with the contracts it enters into for the distribution of the products that are currently in development for the dental technology, and the contracts they enter into for their gold mining business.

F-12

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

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

Uncertainty in Income Taxes

Under ASC 740-10-25 recognition and measurement of uncertain income tax positions is required using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis and has determined that as of June 30, 2012 no additional accrual for income taxes is necessary.

Advertising Costs

The Company expenses the costs associated with advertising as incurred. Advertising expenses for the six months ended June 30, 2012 and 2011 are included in professional, consulting and marketing fees in the consolidated statements of operations.

Fixed Assets

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

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

Impairment of Long-Lived Assets

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

F-13

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Segment Information

The Company follows the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company, effective May 23, 2011, operates in two reporting segments. The segments are dental technology and mining activities.

(Loss) Per Share ofAttributable to Common ~~Stock~~Shareholders of The Company

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

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

[PLEASE PROVIDE TABLE]

		September 30, 2012			September 30, 2011			Cumulative Totals since January 14, 1998 (Inception)
Net loss Attributable to Common Shareholders of The Company	$	(757,886	)	$	(327,378	)	$	(12,142,388	)

Weighted-average common shares Outstanding (Basic)		381,479,578			252,394,175			78,797,730

Weighted-average common stock Equivalents

Convertible Notes		10,190,000			10,190,000			10,190,000
Preferred stock (Series B)		54,600,000			-			54,600,000
Warrants		30,457,900			28,886,066			30,457,900

Weighted-average commons shares
Outstanding (Diluted)		476,727,478			291,470,241			174,045,630

F-14

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

In 2006, the Company adopted the provisions of ASC 718-10 “Share Based Payments”. The adoption of this principle had no effect on the Company’s operations.

ASC 718-10 requires recognition of stock-based compensation expense for all share-based payments based on fair value. Prior to January 1, 2006, the Company measured compensation expense for all of its share-based compensation using the intrinsic value method.

The Company has elected to use the modified-prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.

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

Debt Issuance Costs

Debt issuance costs relate to the fees paid in connection with the Convertible Notes. These fees are being amortized over the life of the Convertible Notes which is three years. Should the notes be converted prior to the maturity date of three years, then the debt issuance costs will be amortized sooner.

F-15

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Beneficial Conversion Features

ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.

Recent Accounting Pronouncements

In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.

In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Company’s results of operations, cash flows or financial position.

In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first 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. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Company’s results of operations, cash flows or financial position.

F-16

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

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.

NOTE 3 -

FIXED ASSETS AND MINING RIGHTS

Fixed Assets:

Fixed assets as of ~~June~~September 30, 2012 (unaudited) ~~and~~ and December 31, 2011 were as follows:

	Estimated		(Unaudited)
	Estimated Useful Lives (Years)		(Unaudited) September 30, 2012			December 31, 2011
	Useful Lives		June 30,			December 31
	(Years)		2012			2011
Computer and medical equipment		3-5	$	2,476		$	2,476
Machinery		5		6,800			6,800
Software		3		-			-
				9,276			9,276
Total				9,276			9,276
Less: accumulated depreciation				(12,~~670~~382	)		(248	)
Fixed assets, net			$	76,~~606~~894		$	9,028

There was $12,~~422~~134 and $1116,~~241charged~~985 charged to operations for depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. In October 2011, the Company sold ~~equipment~~ equipment that had a net book value of $2,109 for $3,175 resulting in a gain of $1,066.

Mining Rights:

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

On January 9, 2012, TAG-Z expanded the property along the hydrothermal mountain range adding an additional 500 hectares bringing the total Dodge Mine property size to 623 hectares. The only cost expended was the acquisition of a prospecting license to determine feasibility of claim development recorded as exploration cost.

F-17

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 3 -

FIXED ASSETS AND MINING RIGHTS (CONTINUED)

On June 1, 2012 entered into a contract renegotiation with the owner of Dodge Mines Blocks 1-6 , Chiroswa Syndicate, related to the previous agreement for the $433,000 in installment payments of the Dodge Mine blocks 1-6, located in Zimbabwe. Under ~~the~~amended ~~new~~ terms of ~~this~~the ~~deal~~contract Chiroswa ~~has~~ accepted 45,000 shares of the Company's Preferred Convertible Series B stock (each share is convertible into 50 shares of Common Stock of Raptor Resources Holdings Inc. (RRHI) and 25 shares Common Stock of majority owned Mabwe Minerals Inc (MBMI)). The deal was secured with a $3,000 down payment with $27,000 due upon the retitling of the Dodge Mine blocks 1-6 into the Name of Mabwe Minerals Zimbabwe (PVT) Limited(Mabwe-Z). An additional $30,000 will be paid in five equal monthly installments commencing October 1, 2012. This ~~deal~~transaction resulted in the forgiveness of $132,917 of the debt owed. Further upon completion of the retitling of the asset into the name of Mabwe-Z the asset of the Mine blocks ($433,000) and the remaining liability ($57,000) will be transferred to Mabwe-Z to support continuing operations and revenue generating activities.

With the acquisition of MAB-Z the chief revenue producing asset of mining rights of the Dodge Mine Blocks 1-6 and the associated note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z a fully consolidated variable interest entity of Mabwe Minerals Inc., majority owned subsidiary of Raptor Resources Holdings Inc., The value transferred to MAB-Z for the Mining rights of Dodge Mine blocks 1-6 has a book value of $433,000 offset by a note payable $57,000 at the time of transfer. This value of $376,000 in related party loans is further offset by net payment of expenses incurred by and paid on behalf of consolidating parent Raptor Resources Holdings Inc. 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 they nearly zero out. The value of the Note Payable for the Dodge Mines at September 30, 2012 was $30,000, as the Company paid $27,000 during the quarter ended September 30, 2012. Also in this related party activity is the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc.to acquire MAB-Z. This transaction has also resulted in recording of Goodwill on the books of MAB-Z, as the value of the 25,000 shares of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc. has a value of $25,000.

NOTE 4 -

CONVERTIBLE NOTES

Original Noteholders

In April and May 2007, the Company issued 5% Senior Convertible 3 Year Notes to investors in the amount of $2,526,500, which equaled the gross proceeds raised by the Company (the “Convertible Notes”). The Convertible Notes are convertible to shares of the Company’s common stock anytime in the three-year period at a fixed conversion price of $.15. The Convertible Notes will convert into 16,843,333 shares of the Company’s common stock. In May 2009, convertible notes of $125,000 were converted, at a fixed conversion rate of $.15 per share, into 833,334 shares of common stock. This conversion reduced the outstanding principal to a balance of $2,401,500. In an effort to reduce the liabilities of the Company, on July 1, 2010 the Company offered noteholders the opportunity to convert their Notes to common stock at $0.05 per share including any and all outstanding interest that has been accrued from the original $0.15 conversion price.

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

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

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

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

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

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

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

Interest expense on the Original Noteholders Convertible Notes for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 was $2031,~~358~~191 and $2253,~~108~~681, respectively and $~~198~~209,~~882~~ 175 is accrued at ~~June~~September 30, 2012. A total of $404,413 of accrued interest was converted into common stock at the time of the note conversions in 2010 and 2011.

F-18

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 4 -

CONVERTIBLE NOTES (CONTINUED)

Original Noteholders (Continued)

As a result of the Company’s failure to timely pay the interest in May 2009, the convertible notes are in technical default. Therefore, the Company has reclassified the debt to current liabilities. The summary of the Convertible Notes is as follows at ~~June~~September 30, 2012:

$409,500 Convertible Notes at 10% interest per annum due on demand

409,500

Asher Enterprises

In August 2010, the Company entered into a Convertible Promissory Note with Asher Enterprises Inc. in the amount of $50,000. The Convertible Note was convertible to shares of the Company’s common stock anytime in the nine-month period at a variable conversion price meaning 58% multiplied by the market price, the average of the lowest three trading prices. The Company had recorded a discount of $36,207 as the value of the beneficial conversion option. In the year ended December 31, 2011, the Company converted $50,000 of the note (the entire principal portion) into 16,440,977 shares of stock. Additionally, 689,655 shares of common stock were issued to convert $2,000 of interest.

Interest expense on the Asher Enterprise Convertible Note for the three and ~~six~~nine months ended ~~June~~September 30, 2012 was $0 and $869. The Asher Enterprise Convertible Note has $0 remaining principal balance.

NOTE 5 -

CONVERTIBLE NOTES – RELATED PARTIES

In May 2011, the Company converted two 5% interest bearing notes with the former Directors of the Company, and now officers of the dental technology subsidiary in the amount of $149,017 into new Convertible Notes totaling $150,000. The $983 variance was recorded by the Company as an expense.

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

As of ~~June~~September 30, 2012, the remaining principal balance is $150,000.

NOTE 6 -

RELATED PARTY LOANS

The Company has unsecured loans with two of its directors. There was $149,017 outstanding in May 2011. These loans were made to fund the Company with working capital during the development stage. The loans are accruing interest at a rate of 5% per annum. Interest expense during the ~~six~~nine months ended ~~June~~September 30, 2012 was $0 and $3,375. These loans were converted into Convertible Notes (see Note 5).

F-19

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 6 -

RELATED PARTY LOANS (CONTINUED)

The Company had entered into employment agreements with its two senior officers through December 31, 2009. The agreements obligated the Company to pay these officers $200,000 per year through December 31, 2009. Total commitment for the Company was $960,000. The amount is due December 31, 2012, however, there is no prepayment penalty. Concurrent with the Merger, the Directors who are owed the $960,000 plus $62,466 in accrued interest that remained outstanding agreed to convert these amounts into 14,400,000 warrants.

The warrants have a term of five-years, with an exercise price of $0.075. The Company performed a black-scholes calculation to determine the value of the warrants, and they were determined to have a value of $100,800. The gain on the conversion of the related party debt to warrants of $921,666 is reflected in additional paid-in capital.

~~NOTE~~With 7the acquisition of MAB-Z the ~~NOTE~~chief ~~PAYABLE~~revenue –producing ~~DODGE~~asset ~~MINES~~of mining rights of the Dodge Mine Blocks 1-6 and the associated note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z a fully consolidated variable interest entity of Mabwe Minerals Inc., majority owned subsidiary of Raptor Resources Holdings Inc., The value transferred to MAB-Z for the Mining rights of Dodge Mine blocks 1-6 has a book value of $433,000 offset by a note payable $57,000 at the time of transfer. This value of $376,000 in related party loans is further offset by net payment of expenses incurred by and paid on behalf of consolidating parent Raptor Resources Holdings Inc. 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 they nearly zero out. The value of the Note Payable for the Dodge Mines at September 30, 2012 was $30,000, as the Company paid $27,000 during the quarter ended September 30, 2012. Also in this related party activity is the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc.to acquire MAB-Z. This transaction has also resulted in recording of Goodwill on the books of MAB-Z, as the value of the 25,000 shares of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc. has a value of $25,000.

NOTE 7 -

NOTE PAYABLE – OTHER

Effective July 26, 2012 Mabwe Minerals Zimbabwe (PVT) LTD entered into a one year financing short term loan agreement with Overseas Trade and Financing Limited for a line of $40,000 with accrued interest at the rate of 12% . The balance with interest and fees of $41,608 at September 30, 2012 must be 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. As MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore reflected on consolidated financial statements.

NOTE 8 -

NOTE PAYABLE – DODGE MINES

As of June 1, 2012, this transaction ~~deal~~ has been restructured. Under the new terms of this ~~deal~~transaction the prior owner of Chiroswa Syndicate accepted 45,000 shares of Preferred Convertible Series B stock (each share is convertible into 50 shares of ~~Common~~common ~~Stock~~stock of the Company ~~(RRHI)~~ and 25 shares of ~~Common~~common ~~Stock~~stock of majority owned Mabwe Minerals Inc (MBMI)). The ~~deal~~transaction was secured with a $3,000 down payment with $27,000 due upon the retitling of the Dodge Mine Blocks 1-6 into the name of Mabwe Minerals Zimbabwe (PVT) Limited. An additional $30,000 will be paid in five equal monthly installments commencing October 1 2012. This ~~deal~~transaction resulted in the forgiveness of $132,917 of the debt owed.

AsWith the acquisition of ~~June~~MAB-Z the chief revenue producing asset of mining rights of the Dodge Mine Blocks 1-6 and the associated note payable were transferred from fully consolidated subsidiary of Raptor Resources Holdings Inc. TAG-Z to MAB-Z a fully consolidated variable interest entity of Mabwe Minerals Inc., majority owned subsidiary of Raptor Resources Holdings Inc. The value transferred to MAB-Z for the mining rights of Dodge Mine blocks 1-6 has a book value of $433,000 offset by a note payable $57,000 at the time of transfer. This value of $376,000 in related party loans is further offset by net payment of expenses incurred by and paid on behalf of consolidating parent Raptor Resources Holdings Inc. 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 they nearly zero out. The value of the Note Payable for the Dodge Mines at September 30, 2012 was $30,000, ~~there~~as isthe Company paid $5727,000 ~~outstanding~~during the quarter ended ~~under~~September 30, 2012. Also in this ~~note~~related party activity is the charge for the 25,000 shares of stock that were issued by Raptor Resources Holdings Inc.to acquire MAB-Z. This transaction has also resulted in recording of Goodwill on the books of MAB-Z, as the value of the 25,000 shares of Series B Preferred Convertible Stock of Raptor Resources Holdings Inc. has a value of $25,000.

NOTE 89 - LICENSE AND ROYALTY FEES

Lawrence Livermore

The Company on September 14, 2001, entered into a Limited Exclusive Patent License Agreement for Optical Coherence Tomography for Human and Animal Dentistry with The Regents of the University of California (Lawrence Livermore National Laboratories). Pursuant to this license agreement, the Company entered into an installment note with Lawrence Livermore National Laboratories. In the license agreement, the Company agreed to pay to Lawrence Livermore a total of $175,000 in installments commencing September 2001. The $175,000 note did not include annual minimum royalty fees or interest. The first installment was a license issue fee of $15,000 which was paid by the Company. The second installment of $50,000 was the second part of the issue fee that was to be paid in nine monthly installments commencing April 2003 was partially paid by the Company ($26,000). The last installment was originally due December 31, 2005 but it was extended by Lawrence Livermore to October 1, 2006 in the amount of $110,000. The total due under the license agreement was $134,000, prior to a payment made by the Company in October 2006 of $50,000.

F-20

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 89 - LICENSE AND ROYALTY FEES (CONTINUD)

Lawrence Livermore (Continued)

Upon payment of this amount, the parties agreed to amend the agreement they had for payment of the balance of $84,000 along with the unpaid royalty fees of $380,000 for 2003, 2004 and 2005 as noted below. The Company incurred $10,000 of maintenance fees in February 2007 and paid these on February 28, 2007.

In addition to the license fee, the Company agreed to pay minimum royalties to Lawrence Livermore beginning in 2004. The Company prior to the amendment to the agreement had not paid any of the royalties to Lawrence Livermore.

The royalties due were for 2003 $30,000, for 2004 $100,000 and for 2005 $250,000. These fees were to be paid February 28 of each year for the prior calendar year. The royalties due were $380,000.

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

On January 1, 2008, the Company paid minimum annual royalty fees of $20,000 for 2008.

On February 18, 2009, the Company and Lawrence Livermore entered into an Amended License Agreement, which has been amended nine times, most recently in Amendment Nine dated June 23, 2011 whereby, the Lawrence Livermore extended the due dates of the minimum royalty fees for 2009 ($20,000), 2010 ($20,000), 2011 ($20,000) and 2012 ($20,000) until June 30, 2012 and The remaining minimum royalty fees for 2013 and thereafter are due as follows: 2013 ($60,000) due February 28, 2013; 2014 ($100,000) due February 28, 2014; and 2015 and thereafter for the life of the Agreement ($250,000) due February 28, 2015, and February 28 of each year thereafter for the life of the Agreement.

The $80,000 that remains outstanding to Lawrence Livermore is accrued for as of ~~June~~September 30, 2012.

F-21

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 89 - LICENSE AND ROYALTY FEES (CONTINUED)

LightLab

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

The License Agreement had an original term of 5 years, commencing two years after the original agreement date, which would expire August 8, 2008, and the license could be renewed. The minimum royalty requirements were based on Net Sales by the Company. Since the Company generated no sales in the periods, there were no amounts due. On December 19, 2006, the Company and LightLab Imaging, Inc. negotiated an amendment whereby the new term of the agreement is, unless terminated by either party to remain in effect for three years following whichever of the following events occurs first: i) the Company’s release of a licensed product; ii) the Company’s first commercial sale of a licensed product, or; iii) July 1, 2007 (July 1, 2010). The Company on September 18, 2007 paid LightLab Imaging, LLC $50,000. This Agreement has terminated and will not be renewed as the main scanning patent licensed in this Agreement expires in 2011, before the Company intends to introduce its OCT product into the market.

There were no amounts outstanding to LightLab as of ~~June~~September 30, 2012.

University of Florida

On May 31, 2007, the Company entered into an exclusive licensing agreement for the field of dentistry with The University of Florida Research Foundation for novel technology relevant to the imaging probe of its Dental Imaging System. The Agreement carries a $1,000 initial licensing fee with royalty payments to commence in 2008.

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

University of California – San Francisco

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

The Company has amended this agreement six times, most recently on December 8, 2011, whereby milestones were updated to provide adequate time for the Company to complete development, obtain FDA clearance and transition to marketing and manufacturing. Minimum royalties are required as follows:

F-22

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 89 - LICENSE AND ROYALTY FEES (CONTINUED)

University of California – San Francisco (Continued)

First year of sales, or no later than 2012	$	10,000
Second year		50,000
Third year		100,000
Fourth year		150,000
Fifth and subsequent years		200,000

The latest amendment deferred payment of the annual license maintenance fees due July 9, 2009, July 9, 2010 and July 9, 2011 ($5,000 per year for a total of $15,000) until May 31, 2012 and are included in accrued expenses.

NOTE 910 - COMMITMENTS

AXSUN

In June 2008, the Company entered into a strategic agreement with AXSUN Technologies, Inc. (“AXSUN”) whereby AXSUN will manufacture and supply the integrated OCT engine for the OCT System. Under the terms of the agreement, the Company had exclusive rights to the OCT engine for use in diagnostic imaging of teeth and soft tissue in human and animal dentistry. The exclusivity was subject to the Company’s purchasing a minimum number of OCT engines in each year, commencing in 2009. The agreement was terminated in May 2010 for nonperformance by the Company.

NOTE 1011 - STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock and Preferred Stock

As of ~~June~~September 30, 2012, the Company has 990,000,000 shares of common stock authorized with a par value of $.001. On December 9, 2004, Lantis Laser Inc. increased the authorized shares from 250,000,000 to 990,000,000. Lantis Laser Inc. also removed the 1,000,000 shares of preferred stock from its charter, and on January 23, 2007, amended its articles of incorporation to create a class of preferred stock, and authorized the issuance of 10,000,000 shares of preferred stock at $.001 par value. On January 24, 2012, the Company amended its articles of incorporation to authorize the issuance of 3,000,000 shares of Series A preferred stock, par value $.001. Each share of Series A preferred stock tohas ~~have~~ 300 votes and tovotes ~~vote~~ with the holders of common stock on all matters which require a vote of the shareholders. 1,000,000 shares of Series A preferred stock has been issued for services in the ~~six~~nine months ended ~~June~~September 30, 2012.

F-23

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1011 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock and Preferred Stock

As of ~~June~~September 30, 2012, the Company has authorized 2,500,000 shares of Preferred Convertible Series B stock. Each share is convertible into 50 shares of ~~Common~~common stock ~~Stock~~ of the Company (RRHI) and 25 shares of ~~Common~~common ~~Stock~~stock of majority owned Mabwe Minerals Inc (MBMI)). On June 26, 2012 the Company issued 210,000 shares of this Preferred Convertible Series B stock for cash, including the 45,000 shares of stock that were issued in conjunction with the Dodge Mine Blocks 1-6 contract restructuring.

The Company has ~~the~~382,606,456 ~~following~~shares of common stock issued and outstanding ~~shares~~ ~~of its capital stock~~ as of ~~June~~September 30, 2012:; ~~382,481,456 shares of common stock,~~ 1,000,000 shares of Series A preferred stock and ~~210~~1,092,000 shares of Preferred Convertible Series B Stock issued and outstanding as of September 30, 2012.

During the ~~six~~nine months ended September ~~June~~ 30, 2012, the Company issued:

3,400,856 shares of common stock for $95,500 at prices ranging between $0.022 and $0.03 for an average of $.028 per share. In addition to these shares, the Company issued 1,571,834 warrants to these investors.

~~The Company also issued 875~~1,000,000 shares of common stock for services valued at $2022,~~375~~125.

1,000,000 shares of Series A Preferred Stock for services rendered valued at $1,000 and 840,000 shares of Series B Preferred Stock for compensation valued at $840,000. The compensation is to be earned for the period July 1, 2012 through June 30, 2013, and therefore as of September 30, 2012, $630,000 remains as deferred compensation with the balance of $210,000 expensed in the nine months ended September 30, 2012.

On 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, and was recorded as goodwill.

On June 26, 2012 the Company issued 210,000 shares of this Preferred Convertible Series B stock for cash, including the 45,000 shares of stock that was issued in conjunction with the Dodge Mine Blocks 1-6 contract restructuring.

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

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

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

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

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

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

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

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

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

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

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

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

F-24

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1011 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock and Preferred Stock (Continued)

During the year ended December 31, 2009:

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

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

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

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

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

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

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

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

F-25

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1011 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Warrants

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

The Company granted 1,605,625 warrants to former noteholders that had previously converted their notes into shares of common stock in 2004. The Company valued these warrants utilizing the Black-Scholes method and expensed them in their consolidated statements of operations. The warrants have a fair value of $159,610. Two of these former noteholders who received these warrants exercised their warrants at $.15 per share in 2008 and 2007 for a cash value paid to the Company of $34,984.

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

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

The Company granted 2,947,583 warrants to the placement agent who managed the issuance of the 5% Senior Convertible Note. The Company valued these warrants utilizing the Black-Scholes method and expensed them in their consolidated statements of operations. The warrants have a fair value of $292,518.

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

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

In February 2012, the Company granted a total of 1,088,000 warrants along with shares of common stock in exchange for cash, and in April 2012, the Company granted 483,834 warrants along with shares of common stock in exchange for cash.

F-26

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1011 - STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Warrants (Continued)

The following is a breakdown of the warrants:

Warrants	Exercise Price	Date Issued	Term
3,250,000	$0.075	9/28/2006	8 Years
1,372,400	$0.075	9/28/2006	8 Years
178,750	$0.075	9/28/2006	8 Years
6,737,333	$0.075	5/1/2007	8 Years
2,947,583	$0.075	5/17/2007	8 Years
14,400,000	$0.075	5/23/2011	5 Years
1,088,000	$0.075	2/7/2012	2 Years
483,834	$0.075	4/10/2012	2 Years

Total: 30,457,900

The warrant agreements contain no clauses regarding adjustments to exercise price, net settlement provisions, and registration rights or liquidated damages clauses.

NOTE 1112 - PROVISION FOR INCOME TAXES

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

At ~~June~~September 30, 2012, deferred tax assets consist of of the following:

Net operating losses	$	3,~~708~~870,~~493~~509
Valuation allowance		(3,~~708~~870,~~493~~509	)
	$	-

F-27

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1112 - PROVISION FOR INCOME TAXES (CONTINUED)

At ~~June~~September 30, 2012, the Company had a net operating loss carryforward in the amount of $1011,~~907~~383,~~331~~849 available to offset future taxable income through 2032. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended ~~June~~September 30, 2012 and 2011 is summarized as follows:

	2012			2011

Federal statutory rate		(34.0	)%		(34.0	)%

State income taxes, net of federal benefits		3.3			3.3

Valuation allowance		30.7			30.7

		0	%		0	%

NOTE 1213 - INVESTMENT

TAG Z acquired Ontage in July 2011. The only activity in Ontage is a 10% interest in Slashwood Mining. The value of the 10% ownership is valued at $150,000, which is the value of the 5,000,000 shares of common stock that the Company issued to acquire Ontage.

NOTE 1314 - FAIR VALUE MEASUREMENTS

The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The Company determines the fair value of its liabilities, on a recurring basis using significant observable inputs. The fair value measurement of these liabilities is consistent with ASC 820, "Fair Value Measurements" ASC 820 did not have an impact on the consolidated financial position or results of operations; however, the required disclosure for the nine months ended September 30, 2011 is as follows:

ASC 820 classifies these inputs into the following hierarchy:

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

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

Level 3 inputs: Instruments with primarily unobservable value drivers.

F-28

RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED)

NOTE 1314 - FAIR VALUE MEASUREMENTS (CONTINUED)

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of ~~March~~September 31, 2012:

	Level 1		Level 2		Level 3		Total

Investment		-		150,000		-		150,000
Convertible notes		-		-		559,500		559,500

NOTE 1415 - ~~RELATED PARTY ADVANCES~~ACQUISITION

~~The~~Effective July 18, 2012, the Company’s ~~was~~acquired ~~advanced~~a ~~$5,150,~~49% ~~net~~interest of ~~repayments through~~Mabwe ~~June~~Minerals ~~30,~~Zimbabwe ~~2012~~(PVT) ~~from~~LTD ~~its~~(MAB-Z) ~~CEO.~~for ~~These~~25,000 ~~unsecured~~shares ~~advances~~of ~~have~~Series noB ~~terms~~Convertible Preferred Stock of ~~repayment,~~Raptor ~~are~~Resources ~~interest~~Holdings ~~free~~Inc. ~~and~~The ~~due~~value onof ~~demand~~this transaction was $25,000.

~~NOTE~~MAB 15– Z was essentially a newly formed entity. The $25,000 was recorded as goodwill. As MAB-Z ~~SUBSEQUENT~~is ~~EVENTS~~a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore reflected on consolidated financial statements.

On July 31, 2012 Chiroswa Syndicate entered into a deal to transfer mineral rights, Dodge Mine blocks 1-6, where the rights were restructured to be the basis of industrial mineral mining operations as the core operating business line of majority owned subsidiary Mabwe Minerals Inc. The deal will result in the transfer of a $376,000 net asset from the Company to Mabwe Z currently stated as Land Dodge Mines (mining rights) and the related liability.

Net Assets Purchased
Goodwill		25,000
Purchase Price	$	25,000

OnNOTE ~~August~~16 ~~15,~~- ~~2012,~~SUBSEQUENT ~~17,000 shares of Series B Convertible Preferred stock of the Company were issued for cash to two shareholders in equal amounts.~~EVENTS

~~The~~On ~~Company~~October ~~entered into an Exchange Agreement dated August 16~~26, 2012, ~~pursuant to which they purchased through its~~ majority- owned subsidiary, Mabwe Minerals ~~Inc.,~~secured ~~49%~~a oflong ~~Mabwe~~term ~~Minerals Zimbabwe~~Barite ~~(Private)~~Master ~~Limited~~Supplier ~~(“Mabwe~~Agreement Z”(MSA) ~~for~~with ~~25,000~~a ~~restricted~~major ~~shares~~gas of& ~~the~~oilfield ~~Company’s Series B Convertible Preferred~~services ~~Stock.~~provider ~~The~~for ~~Company’s purchase of Mabwe Z meets~~ the ~~Zimbabwe~~delivery ~~Indigenous Law requiring 51% local Zimbabwe ownership~~ of ~~companies in~~3 ~~companies~~million ~~jointly~~metric ~~owned~~tons ~~with foreign persons. The Company intends to have Mabwe Z conduct mining and commercial sales~~ of ~~industrial minerals~~American ~~and~~Petroleum ~~metals~~Institute in(API) ~~Zimbabwe,~~grade ~~with~~barite ~~the~~at ~~initial~~a ~~focus~~rate ~~being Barite. Despite holding only 49%~~ of ~~Mabwe Z~~220,000 ~~the Company will consolidate~~metric ~~the~~tons ~~financial~~per statements as Mabwe Z is considered to be a variable interest entity, as the 51% owner is an officer and director of both the Company and the majority owned subsidiary Mabwe, and the Company influences financial decision making for Mabwe Zyear.

On ~~July~~October 129, 2012, ~~the~~majority owned ~~Company~~subsidiary ~~issued~~Mabwe toMinerals ~~four~~acquired ~~individuals, 210,000~~25% ~~shares~~ of ~~Series~~Zimbabwe's Bmost ~~Convertible~~experienced ~~Preferred~~mining ~~Stock~~and ~~each.~~construction ~~These~~company, ~~shares~~WGB ~~were~~Kinsey ~~issued~~& toCompany and ~~these~~completes ~~individuals~~organizational ~~for~~structure ~~services~~of toits beZimbabwe ~~rendered~~ operations for ~~the period July 1~~5, ~~2012 through June 30~~000,000 ~~2013. The~~ shares ~~may~~of ~~not be converted until July 1, 2013 into~~ common ~~shares~~stock of ~~the Company (50:1) and~~ Mabwe ~~(25:1).~~Minerals ~~The~~recognized by ~~Company~~both ~~will~~parties ~~record~~to ~~this~~have asa ~~deferred~~value ~~compensation~~of ~~and~~$5,000,000. ~~expense~~This ~~over~~issuance ~~the~~had ~~twelve~~a ~~month~~dilutive ~~period. The~~effect ~~value~~on of the ~~Series~~parents Bcontrolling ~~Convertible~~interest ~~Preferred~~thus ~~Stock~~reducing it isby $12.82% ~~per~~to ~~share,~~a ~~total~~controlling interest of ~~$840,000~~69.87%.

On ~~July~~October 1831, 2012, ~~the~~majority owned ~~Company~~subsidiary Mabwe Minerals Inc. issued ~~125~~30,000 shares of ~~it’s~~ of common stock for accounting services rendered. inThis ~~the~~issuance ~~third~~had ~~quarter of 2012 at~~ a negligible ~~stated~~dilutive ~~value~~effect ~~of $1,750 based~~ on the ~~closing trading~~parent’s ~~price~~controlling ~~at the time of issuance~~interest.

F-29

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

Forward-Looking Statements; Market Data

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

Overview

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

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

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

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

We now conduct our gold and other industrial mineral exploration and mining business through TAG and the dental technology business through our other wholly-owned subsidiary, Lantis Laser, Inc. Concurrent with the Merger Agreement, our former Chief Executive Officer and Executive Vice President Clinical Affairs and a former Director of our Company resigned on May 6, 2011. We retained the former executives to continue to head up our dental technology subsidiary. These two executives received employment contracts dated May 23, 2011.

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

In July 2011, TAG-Z, acquired 100% of the capital stock of Ontage Resources (Private) Limited (“Ontage”). Ontage holds a 10% stake in an existing operating gold mining producer, Slashwood Mining (Private) Limited (“Slashwood Mining”). Slashwood Mining is a registered percentage owner of 8 custom gold milling centers across various locations in Zimbabwe, along with ownership of 30 mining claims encompassing approximately 2,000 acres. All of the gold milling centers and mining claims are completely outfitted with mining equipment; to include gold-ore crushers, excavators, generators and dump trucks. Slashwood Mining has 200 employees and is forging a path of expansion into mining projects.

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

~~Three~~Results ~~and~~of ~~Six Months Ended June 30, 2012 Compared to Three and Six Months Ended June 30, 2011.~~Operations

~~The~~Three ~~following is derived from,~~ and ~~should be~~Nine ~~read~~Months inEnded ~~conjunction with~~September 30, ~~our~~2012 ~~condensed~~Compared ~~consolidated~~to ~~financial~~Three ~~statements,~~ and ~~related~~Nine ~~notes~~Months ~~for~~Ended ~~the~~September ~~three and six months ended June~~ 30, ~~2012 and~~ 2011.

~~Operating~~The ~~revenues.~~following Weis ~~are~~derived ~~a development stage company. To date~~from, weand ~~have~~should be ~~not~~read ~~generated~~in ~~any~~conjunction ~~operating revenues~~with, ~~nor have we generated operating revenues since~~ our ~~inception in~~condensed ~~February~~consolidated ~~1998.~~financial ~~Development~~statements, ~~of our OCT~~ and ~~NIR~~related ~~dental~~notes ~~imaging~~for ~~products~~the bythree ~~our wholly owned subsidiary, Lantis Laser, Inc., can only recommence upon adequate funding being found to complete development~~ and ~~after~~six ~~receiving~~months ~~FDA clearance to market them. Our~~ended ~~other~~June ~~wholly owned subsidiary~~30, ~~TAG~~2012 ~~Minerals Inc. has not yet commenced its own mining activities~~ and ~~it has not yet received any revenue from its 10% ownership of Slashwood Mining acquisition~~2011. ~~Operating revenues are expected to be recognized in the first quarter of 2013 as a result of operations of our majority owned subsidiary, Mabwe Minerals Inc.~~

~~Net~~Operating ~~loss from operations~~revenues. ~~For~~We ~~the~~are a ~~three~~development ~~months~~stage ~~ended~~company. ~~June~~To 30date, ~~2012,~~we ~~our~~have ~~net~~not ~~loss~~generated ~~from~~any ~~operations~~operating ~~was $198~~revenues,~~973~~ ~~compared~~nor tohave ~~$102,022~~we ~~for~~generated ~~the~~operating ~~same~~revenues since ~~period~~our inception in ~~the~~February ~~prior year,~~1998. ~~representing~~Development anof ~~increased~~our ~~loss~~OCT ofand ~~$96~~NIR dental imaging products by our wholly owned subsidiary,~~951~~ Lantis orLaser, ~~95%~~Inc., ~~The~~can ~~increase~~only inrecommence ~~our~~upon ~~loss~~adequate ~~from~~funding ~~operations~~being ~~was~~found ~~mainly~~to ~~due~~complete todevelopment ~~the~~and ~~accrual of~~after ~~compensation~~receiving FDA clearance to ~~individuals~~market. inOur ~~accordance~~other ~~with~~wholly ~~their~~subsidiary, ~~employment~~TAG ~~agreements~~Minerals ~~and~~Inc. ~~increased~~has ~~professional~~not ~~fees,~~yet ~~travel~~commenced ~~expense~~its mining activities and it has ~~other~~not ~~administrative~~yet ~~expenses~~received ~~due~~any torevenue ~~business~~from ~~development~~its ~~trips~~100% toacquisition ~~Zimbabwe~~of ~~and~~Ontage ~~corporate~~Resources ~~restructuring~~Inc. ~~Professional,~~resulting ~~consulting~~from its 10% interest in Slashwood ~~and~~Mining. ~~marketing~~Operating ~~fees~~revenues ~~increased~~are expected to ~~$61,160~~be recognized in the ~~three~~first ~~months~~quarter ~~ended~~of ~~June~~2013 ~~30, 2012~~ as ~~compared~~a toresult ~~$40,815~~of inoperations ~~the~~of ~~same~~majority owned ~~period~~Mabwe ~~last year~~Minerals Inc.

Net loss from operations. For the three ~~six~~ months ended ~~June~~September 30, 2012, our consolidated net loss from operations prior to elimination of non-controlling interest was $~~393~~505,~~928~~934 compared to $~~121~~135,~~100~~280 for the same period in the prior year, representing an ~~increase~~ increased loss of $~~272~~370,~~828~~654 or ~~125~~374%. The increase in our loss from operations was mainly due to ~~the~~increased ~~accrual~~compensation ofexpense ~~compensation~~for tokey ~~individuals~~individual incontributors ~~accordance~~who received ~~with~~Preferred ~~their~~Series ~~employment~~B ~~agreements~~Convertible ~~and~~Stock ~~increased~~in ~~professional~~this ~~fees,~~quarter ~~travel~~for ~~expense~~services ~~and~~rendered ~~other~~resulting ~~administrative~~in ~~expense~~compensation ~~due~~of to$210,000. ~~business development~~Also ~~trips~~start toup costs ~~Zimbabwe~~incurred ~~and~~for ~~corporate~~MAB-Z ~~restructuring~~were $99,219. Professional, consulting and marketing fees increased to $~~139~~42,~~017~~102 in the ~~six~~three months ended September ~~June~~ 30, 2012 as compared to $4922,~~953~~127 in the same period last year.

~~Total~~For ~~other~~the ~~expenses~~nine ~~(income). Other~~months ~~income~~ended September 30, 2012, our consolidated net loss from operations prior to elimination of non-controlling interest was $~~122~~899,~~738~~862 compared to $256,380 for the ~~three~~same ~~months~~period ~~ended~~in ~~June~~the 30prior year, ~~2012~~representing an increase of $643,482 ~~compared~~or 351%. The increase in our loss from operations was mainly due to ~~other~~the accrual of compensation to individuals in accordance with their employment agreements, increased compensation expense in the form of ~~$22~~stock. Also,~~893~~ as the Company begins to prepare to start operations losses it expects to have increased research and development costs, professional fees, travel expenses and other administrative expense. Stock compensation for services for the three and nine months ended ~~June~~ ~~30,~~was ~~2011~~$210,000. ~~This~~Research ~~income~~and ~~was~~development ~~due~~costs tofor the ~~gain~~three ofand nine months ended were $~~132~~99.219. Professional,~~917~~ ~~related~~consulting and marketing fees increased to $181,119 in the ~~restructuring~~nine ofmonths ~~the~~ended ~~Chiroswa~~September ~~Syndicate~~30, ~~Dodge~~2012 ~~Mine~~as ~~Blocks~~compared ~~1-6~~to ~~contract~~$72,080 in the same period last year.

~~Other~~Total other expenses(income). Other expense was $~~112~~11,~~559~~901 for the ~~six~~three months ended ~~June~~September 30, 2012, compared to other expense of $6010,~~676~~322 for the ~~six~~three months ended September ~~June~~ 30, 2011. ~~This~~Expense ~~income~~is ~~was~~attributable ~~due~~ to ~~the~~accrued ~~gain of~~interest ~~$132,917~~for ~~related to~~ the ~~restructuring~~convertible ~~of the Chiroswa Syndicate Dodge Mine Blocks 1-6 contract~~notes.

~~Net~~Other ~~loss.~~income Wewas ~~had a net loss applicable to common shares of~~ $76100,~~235,~~658 ~~or $0.00 per share,~~ for the ~~three~~ nine months ended ~~June~~September 30, 2012, compared to a ~~net~~other ~~loss~~expense ~~applicable to common shares~~ of $~~124~~70,~~915~~998 ~~or $0.00 per share,~~ for the ~~same~~nine ~~period~~months inended ~~the~~September ~~prior~~30, ~~year~~2011. ~~The~~ ~~decrease~~This ~~in the net loss~~ income was ~~principally~~ due to the gain of $132,917 related to the ~~restructuring~~forgiveness of ~~the~~debt ~~Chiroswa~~related ~~Syndicate~~to ~~Dodge~~the ~~Mine~~conversion ~~Blocks~~of ~~1-6~~debt ~~contract~~to equity.

Net loss. We had a net loss ~~applicable~~ attributable to common shares of $~~281~~476,~~369~~517, or $0.00 per share, for the ~~six~~three months ended ~~June~~September 30, 2012, compared to a net loss ~~applicable~~ attributable to common shares of $~~181~~145,~~776~~602 or $0.00 per share, for the same period in the prior year. ~~The~~Theincrease ~~increase~~ in the net loss ~~was~~is ~~principally~~mainly ~~due~~related to the ~~gain~~fact ofwe ~~$132,917~~have ~~related~~yet to commence operations and the ~~restructuring~~expenses are accelerating ahead of commencement of operations. Additionally the ~~Chiroswa~~consolidation ~~Syndicate~~of ~~Dodge~~Mabwe ~~Mine~~Minerals ~~Blocks~~and ~~1-6~~the ~~contract~~acquisition of Mabwe Minerals Zimbabwe have resulted in further loss. The accrual of compensation to individuals in accordance with their employment agreements, ~~offset~~increased bycompensation expense in the form of stock ~~increase~~accounted infor ~~professional~~an increased loss of $210,000. Research and Development Costs for the three and nine months ended were $99.219. Professional, consulting and marketing fees ~~related~~increased to $181,119 in the ~~corporate~~nine ~~resturcturing~~months ended September 30, 2012 as compared to $72,080 in the same period last year.

5 We had a net loss applicable to common shares of $757,886, or $0.00 per share, for the nine months ended September 30, 2012, compared to a net loss applicable to common shares of $327,378 or $0.00 per share, for the same period in the prior year. The increase in the net loss was principally due to the fact we have yet to commence operations and the expenses are accelerating ahead of commencement of operations. Additionally the consolidation of Mabwe Minerals and the acquisition of Mabwe Minerals Zimbabwe have resulted in further loss. The accrual of compensation to individuals in accordance with their employment agreements, increased compensation expense in the form of stock accounted for an increased loss of $210,000. Also as the Company begins to prepare to start operations losses are observed in increased research and development costs, professional fees, travel expense and other administrative expense due to corporate restructurings. Research and Development Costs for the three and nine months ended were $99.219. Professional, consulting and marketing fees increased to $181,119 in the nine months ended September 30, 2012 as compared to $72,080 in the same period last year.

~~Liquidity and Capital Resources~~5

~~Total~~Liquidity assets. On June 30, 2012, we had total assets of $649,571, compared to $607,100 on December 31, 2011. Included in current assets is an investment of $150,000 representing the acquisition of 10% of Ontage. We had cash and ~~cash~~Capital equivalents of $53,465 on June 30, 2012 compared to $15,072 at December 31, 2011. Our fixed assets, which did not change significantly, were $7,606 on June 30, 2012, compared to $9,028 on December 31, 2011.Resources

Total ~~liabilities~~assets. WeOn September 30, 2012, we had total ~~liabilities~~ assets of $1831,~~735~~789,~~707~~ ~~on June 30, 2012~~ compared to $1607,~~704,802~~100 ~~for~~on ~~the period ended~~ December 31, 2011,. Included ~~due~~in ~~primarily~~current toassets ~~increased interest~~is ~~expense,~~an ~~travel~~investment of $150,000 ~~legal~~representing the ~~and~~acquisition ~~general~~of ~~and~~10% ~~administrative~~of ~~expenses~~Slashwood inMining ~~connection~~held ~~with~~in ~~business~~Ontage. ~~development~~We ~~trips~~had tocash ~~Zimbabwe~~ and ~~corporate~~cash ~~restructuring~~equivalents ~~offset~~of by$98,014 ~~the~~on ~~reduction~~September in30, ~~liability~~2012 ~~resulting~~compared to ~~from~~$15,072 ~~Dodge~~at ~~Mines~~December ~~Blocks~~31, ~~1-6~~2011. ~~contract~~Our ~~restructure.~~fixed ~~Accrued interest~~assets, onwhich ~~convertible~~did ~~notes~~not change significantly, were $6,984 on ~~June~~September 30, 2012 ~~was $198~~,~~882~~ compared to $~~178~~9,~~519~~028 aton December 31, 2011. AtPrepaid ~~June~~expense increased to $118,881on September 30, 2012 from $0 on December 31, we2011. ~~had~~This change awas ~~negative~~largely ~~working~~due ~~capital~~to of $157,~~526,742~~525 ~~compared~~was torecorded aas ~~negative~~deferred ~~working~~compensation ~~capital~~as ofa ~~$1,539,730~~result onof ~~December~~Mabwe ~~31,~~Minerals ~~2011~~Zimbabwe ~~due~~(PVT) toLTD ~~increased~~stock distributed ~~interest~~for ~~expense,~~stock ~~travel,~~to ~~legal~~be ~~and~~rendered. ~~general~~Goodwill ~~and~~was ~~administrative~~recorded ~~expenses~~as ina ~~connection~~result ~~with~~of ~~corporate~~related ~~restructuring~~party ~~offset~~activity byis the ~~reduction~~ incharge ~~liability~~for ~~resultant~~the ~~from~~25,000 ~~Dodge~~shares ~~Mines~~of ~~Blocks~~stock that ~~1-6~~were ~~contract~~issued ~~restructure.~~by ~~There~~Raptor isResources noHoldings ~~guarantee~~Inc.to ~~that~~acquire weMAB-Z. ~~will~~This betransaction ~~able~~has ~~to raise~~also ~~enough~~resulted ~~capital~~in orrecording ~~generate~~of ~~revenues~~Goodwill on tothe ~~sustain~~books ~~our~~of ~~operations.~~MAB-Z, ~~These~~as ~~conditions~~the ~~raise~~value ~~substantial~~of ~~doubt~~the ~~about~~25,000 ~~our~~shares ~~ability to~~of ~~continue~~our asSeries aB ~~going~~Preferred ~~concern~~Convertible ~~within~~Stock ~~the~~has ~~next~~a 12value ~~months~~of $25,000.

~~Cash~~Total ~~flow~~liabilities. We had total liabilities of $1,786,132, on September 30, 2012 compared to $1,704,802 for the period ended December 31, 2011, due primarily to increased interest expense, travel, legal and general and administrative expenses in connection with corporate restructuring offset by the reduction in liability resultant from ~~operations~~Dodge Mines Blocks 1-6 contract restructure. ~~During~~Accrued interest on convertible notes ~~the~~on ~~six~~September ~~months~~30, ~~ended~~2012 ~~June~~was $209,175 compared to $178,519 at December 31, 2011. At September 30, 2012, we had a negative ~~cash~~working capital ~~flow from operations~~ of $~~152~~1,~~094~~419,237 compared to a negative ~~cash~~working ~~flow from~~capital ~~operations~~ of $821,~~594~~539,730 ~~during~~on ~~the~~December ~~same~~31, ~~period~~2011 due to increased interest expense, travel, legal and general and administrative expenses in connection with corporate restructuring offset by the ~~prior~~reduction ~~year~~in liability resultant from Dodge Mines Blocks 1-6 contract restructure. ~~Our~~There ~~higher~~is ~~negative~~no ~~cash~~guarantee ~~flow~~that ~~from~~we ~~operations~~will ~~was~~be ~~mainly~~able ~~due~~to raise enough capital or generate revenues to ~~the~~sustain ~~increase~~our inoperations. ~~accrued~~These ~~expenses,~~conditions ~~principally~~raise ~~legal~~substantial ~~fees~~doubt about our ability to continue as a going concern within the next 12 months.

6Cash flow from operations. During the six months ended September 30, 2012, we had a negative cash flow from operations of $313,983 compared to negative cash flow from operations of $82,594 during the same period in the prior year. Our higher negative cash flow from operations was mainly due to increased outlay of cash as we incur development and start-up costs in our majority owned subsidiary and the increase in accrued expenses, principally legal fees.

~~Cash flow from investing activities. We had no investing activities in equipment during the six month period ended June 30, 2012.~~6

Cash flow from ~~financing~~investing activities. ~~During~~We ~~the~~had ~~six~~no ~~months~~investing ~~ended June 30, 2012, we received $190,487 net cash from financing~~ activities ~~from~~in ~~compared~~equipment toduring ~~$85,100 in~~ the ~~same~~six month period inended ~~2011.~~September ~~We received $260~~30,~~500~~ ~~proceeds from a private placement of our preferred convertible series B and common stock, net of fees, compared to $0 received in the same period in 2011~~2012.

~~ITEM~~Cash 3flow from financing activities. During ~~QUANTITATIVE~~the ~~AND~~nine ~~QUALITATIVE~~months ~~DISCLOSURES~~ended September 30, 2012, we received $396,925 net cash from financing activities from compared ~~ABOUT~~to ~~MARKET~~$85,100 ~~RISK~~in the same period in 2011. We received $277,500 proceeds from a private placement of our preferred convertible series B and common stock, net of fees, compared to $0 received in the same period in 2011. There was also the sale of 5,000,000 shares of common stock by way of private placement by our majority owned subsidiary, Mabwe Minerals. The total issuance raised $250,000 in cash.

~~Not~~ITEM ~~applicable~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 4applicable. ~~CONTROLS AND PROCEDURES~~

~~Evaluation~~ITEM ~~of Disclosure Controls and Procedures~~4. ~~Our~~ ~~Chief~~CONTROLS ~~Executive~~AND Officer and our Chief Financial Officer (currently the same person), after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are not effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 on the basis that we have not been funded sufficiently for us to employ an additional person to serve as our Chief Financial Officer.PROCEDURES

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control~~Controls ~~over Financial~~and ~~Reporting~~Procedures. ~~There~~Our ~~were~~Chief noExecutive ~~changes~~Officer inand our ~~internal~~Chief ~~control~~Financial ~~over~~Officer ~~financial~~(currently ~~reporting~~the ~~identified~~same person), after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in ~~connection~~the ~~with~~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 (db) of Exchange Act Rules 13a-15 or 15d-15 ~~that~~on ~~occurred~~the ~~during~~basis ~~our last fiscal quarter~~ that we have ~~materially~~not ~~affected,~~been orfunded ~~are~~sufficiently ~~reasonably~~for ~~likely~~us to ~~materially~~employ ~~affect,~~an ~~our~~additional person ~~internal~~to ~~control~~serve ~~over~~as ~~financial~~our ~~reporting~~Chief Financial Officer.

~~Inherent~~Changes ~~Limitations~~in onInternal ~~Effectiveness of~~Control ~~Controls. Our~~over ~~management, including our Chief Executive Officer and our Chief~~ Financial ~~Officer, does~~ ~~not~~Reporting. There ~~expect~~were ~~that~~no ~~our~~changes ~~disclosure~~in ~~controls or~~ our internal control over financial reporting ~~will~~identified ~~prevent~~in ~~all~~connection ~~errors and all fraud.~~with ~~A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that~~ the ~~objectives of~~evaluation ~~the~~required ~~control~~by ~~system are met. Further, the design~~ paragraph (d) of aExchange ~~control~~Act ~~system~~Rules 13a-15 ~~must~~or ~~reflect~~15d-15 ~~the fact~~ that ~~there~~occurred ~~are~~during ~~resource~~our ~~constraints, and~~last ~~the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,~~fiscal noquarter ~~evaluation of controls can provide absolute assurance~~ that ~~all control issues and instances of fraud, if any, within the Company~~ have ~~been~~materially ~~detected. These inherent limitations include the realities that judgments in decision-making can be faulty~~affected, ~~and that breakdowns can occur because of a simple error~~ or ~~mistake.~~are ~~Additionally,~~reasonably ~~controls~~likely ~~can~~to bematerially ~~circumvented by the individual acts of some persons~~affect, byour ~~collusion~~internal ofcontrol 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,~~financial ~~controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate~~reporting. ~~Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~

7Inherent Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~PART II - OTHER INFORMATION~~7

~~ITEM~~PART 1.II ~~LEGAL~~- ~~PROCEEDINGS~~OTHER INFORMATION

~~None~~ITEM 1. LEGAL PROCEEDINGS

~~ITEM 1A~~None. ~~RISK FACTORS~~

~~Not~~ITEM ~~applicable~~1A. RISK FACTORS

~~ITEM~~Not 2applicable. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~None~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 3~~None. ~~DEFAULTS UPON SENIOR SECURITIES~~

InITEM March, April and May 2007, the Company issued 5% senior convertible three year notes to investors in the amount of $2,526,500, which equaled the gross proceeds raised by the Company (the “Convertible Notes”)3. DEFAULTS ~~The~~UPON ~~Convertible~~SENIOR Notes are convertible to shares of the Company’s common stock anytime in the three-year period at a fixed conversion price of $.15. In May 2009, convertible notes in the principal amount of $125,000 were converted, at a fixed conversion rate of $.15 per share, into 833,334 shares of common stock. This conversion reduced the outstanding principal to a balance of $2,401,500. In an effort to reduce the liabilities of the Company, on July 1, 2010, the Company offered the Note holders the opportunity to convert their Notes to common stock at a price of $0.05 (originally a $0.15 conversion price), including any and all outstanding interest. In addition, the Company offered to reset the exercise price of the warrants attached to the Notes to $0.075 from $0.15, and to extend the warrants for a further three years from the original date for all warrant holders. Approximately 90% of note holders have agreed to accept the terms of the conversion. Through March 31, 2010, convertible notes in the principal amount of $2,117,000, including $404,413 of accrued interest, were converted to 42,340,000 shares of common stock. This conversion reduced the outstanding principal balance of the notes to $409,500.SECURITIES

~~The~~In ~~Notes~~March, ~~were~~April ~~issued~~and inMay ~~four~~2007, ~~closings~~the Company issued 5% senior convertible three year notes to investors in ~~2007:~~the amount of $12,~~722~~526,500, onwhich ~~March~~equaled ~~31;~~the gross proceeds raised by the Company (the “Convertible Notes”). The Convertible Notes are convertible to shares of the Company’s common stock anytime in the three-year period at a fixed conversion price of $~~407~~.15. In May 2009,~~000~~ onconvertible ~~April~~notes ~~20;~~of ~~315~~$125,000 onwere ~~April 30~~converted, at ~~and~~a fixed conversion rate of $82.15 per share,~~000~~ oninto ~~May~~833,334 17shares of common stock. ~~The~~This ~~Company~~conversion isreduced inthe ~~default~~outstanding principal to a balance of $2,401,500. In an effort to reduce the liabilities of the Company, on July 1, 2010, the Company offered the noteholders the ~~redemption~~opportunity to convert their Notes to common stock at a price of $0.05 (originally a $0.15 conversion price), including any and all ~~these~~outstanding interest. In addition, the Company offered to reset the exercise price of the warrants attached to the Notes to ~~which~~$0.075 ~~were~~from ~~due~~$0.15, and to beextend ~~redeemed~~the warrants for a further three years ~~after~~from the original date for all warrant holders. Approximately 90% of ~~issue~~noteholders have agreed to accept the terms of the conversion. Through March 31, ~~and~~2010, ~~payment~~convertible notes of $2,117,000, including $404,413 of accrued interest was converted to 42,340,000 ~~due~~shares of common stock. This conversion reduced the outstanding toprincipal ~~lack~~balance of ~~sufficient~~the ~~cash~~notes ~~resources~~to $409,500.

~~ITEM~~The 4Notes were issued in four closings in 2007: $1,722,500 on March 31; $407,000 on April 20; 315,000 on April 30, and $82,000 on May 17. ~~MINES~~ ~~SAFETY~~The ~~DISCLOSURES~~Company is in default on the redemption of all these Notes which were due to be redeemed three years after the date of issue, and payment of interest, due to lack of sufficient cash resources.

~~Not~~ITEM ~~Applicable~~4. MINES SAFETY DISCLOSURES

~~ITEM~~Not 5Applicable. ~~OTHER INFORMATION~~

~~None~~ITEM 5. OTHER INFORMATION

8None.

~~ITEM 6. EXHIBITS~~8

~~(a)~~ITEM ~~The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein~~6. ~~Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.~~ EXHIBITS

Exhibit No.		Description
31		Certification of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

Exhibit No.		Description
31		Certification of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~SIGNATURES~~9

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

~~Date:~~Pursuant ~~September~~to 7the requirements of the Securities Exchange Act of 1934, ~~2012~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

~~/s/~~Date: AlNovember ~~Pietrangelo Al Pietrangelo~~13, ~~CEO and CFO~~2012

10/s/ Al Pietrangelo Al Pietrangelo, CEO and CFO

Filing Compare · RAPTOR RESOURCES HOLDINGS INC.