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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended June 30,
2012



OR



| |  ̈ | 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 5, 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   





2







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 30, 2012 (unaudited)



3







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 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    
|                                                                                                                                                                                |        
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD JANUARY 14, 1998 (INCEPTION) THROUGH JUNE 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    
|                                                                                                                                                                                |        
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 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

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





|                                                                             |  | JUNE 30,    |             |   | DECEMBER 31, |  
|---------------------------------------------------------------------------- |  | ----------- | ----------- | - | ------------ | -
|ASSETS                                                                       |  | 2012        |             |   | 2011         |  
|Current Assets:                                                              |  | (UNAUDITED) |             |   |              |  
|Cash and cash equivalents                                                    |  | $           | 53,465      |   |              | $
|Prepaid expenses                                                             |  |             | 5,500       |   |              |  
|Investment                                                                   |  |             | 150,000     |   |              |  
|                                                                             |  |             |             |   |              |  
|Total Current Assets                                                         |  |             | 208,965     |   |              |  
|                                                                             |  |             |             |   |              |  
|Fixed assets, net of depreciation                                            |  |             | 7,606       |   |              |  
|                                                                             |  |             |             |   |              |  
|Other Asset:                                                                 |  |             |             |   |              |  
|Mineral rights                                                               |  |             | 433,000     |   |              |  
|                                                                             |  |             |             |   |              |  
|                                                                             |  |             |             |   |              |  
|TOTAL ASSETS                                                                 |  | $           | 649,571     |   |              | $
|                                                                             |  |             |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                               |  |             |             |   |              |  
|                                                                             |  |             |             |   |              |  
|LIABILITIES                                                                  |  |             |             |   |              |  
|Current Liabilities:                                                         |  |             |             |   |              |  
|Accrued interest - convertible notes                                         |  | $           | 198,882     |   |              | $
|Accounts payable and accrued expenses                                        |  |             | 915,105     |   |              |  
|Note payable - Dodge Mines                                                   |  |             | 57,000      |   |              |  
|Related party payable                                                        |  |             | 5,220       |   |              |  
|Convertible promissory note - related parties                                |  |             | 150,000     |   |              |  
|Convertible notes payable, net of discount and beneficial conversion feature |  |             | 409,500     |   |              |  
|                                                                             |  |             |             |   |              |  
|Total Current Liabilities                                                    |  |             | 1,735,707   |   |              |  
|                                                                             |  |             |             |   |              |  
|Total Liabilities                                                            |  |             | 1,735,707   |   |              |  
|                                                                             |  |             |             |   |              |  
|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     |   |              |  
|Additional paid-in capital                                                   |  |             | 8,908,484   |   |              |  
|Additional paid-in capital - warrants                                        |  |             | 1,294,347   |   |              |  
|Deficits accumulated during the development stage                            |  |             | (11,665,871 | ) |              |  
|                                                                             |  |             |             |   |              |  
|Total Stockholders’ Equity (Deficit) - Raptor Resources Holdings Inc.        |  |             | (1,079,349  | ) |              |  
|                                                                             |  |             |             |   |              |  
|Noncontrolling interest in subsidiary                                        |  |             | (6,787      | ) |              |  
|                                                                             |  |             |             |   |              |  
|Total Stockholders’ Equity (Deficit)                                         |  |             | (1,086,136  | ) |              |  
|                                                                             |  |             |             |   |              |  
|                                                                             |  |             |             |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                         |  | $           | 649,571     |   |              | $





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 MONTHS ENDED JUNE
30, 2012 AND 2011

WITH CUMULATIVE TOTALS SINCE JANUARY
14, 1998 (INCEPTION)





|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  | CUMULATIVE   |            
|--------------------------------------------------- |  | ------------------ | ----------- | - | ---------------- | - | ----------- | ----------- |  | - | ----------- | - |  | ------------ | -----------
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  | TOTALS SINCE |            
|                                                    |  | THREE MONTHS ENDED |             |   | SIX MONTHS ENDED |   |             | INCEPTION   | 
|                                                    |  | JUNE 30,           |             |   | JUNE 30,         |   |             | JANUARY 14, | 
|                                                    |  | 2012               |             |   | 2011             |   |             | 2012        |  |   | 2011        |   |  | 1998         |            
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|OPERATING REVENUES                                  |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|Sales                                               |  | $                  | -           |   |                  | $ | -           |             |  | $ | -           |   |  | $            | -          
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|OPERATING EXPENSES                                  |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|Research and development                            |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Exploration costs                                   |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Wages and wage related expenses                     |  |                    | 82,200      |   |                  |   | 32,055      |             |  |   | 164,400     |   |  |              | 32,055     
|Professional, consulting and marketing fees         |  |                    | 61,160      |   |                  |   | 40,815      |             |  |   | 139,017     |   |  |              | 49,953     
|Value of stock issued to secure puchase of Raptor   |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Other general and administrative expenses           |  |                    | 54,530      |   |                  |   | 23,531      |             |  |   | 89,088      |   |  |              | 27,851     
|Depreciation                                        |  |                    | 1,083       |   |                  |   | 5,621       |             |  |   | 1,423       |   |  |              | 11,241     
|Total Operating Expenses                            |  |                    | 198,973     |   |                  |   | 102,022     |             |  |   | 393,928     |   |  |              | 121,100    
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|LOSS BEFORE OTHER INCOME (EXPENSE)                  |  |                    | (198,973    | ) |                  |   | (102,022    | )           |  |   | (393,928    | ) |  |              | (121,100   
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|OTHER INCOME (LOSS)                                 |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|Amortization of debt issuance costs                 |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Loss in investment under equity method              |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Gain on conversion of interest                      |  |                    | -           |   |                  |   | 524         |             |  |   | -           |   |  |              | 524        
|Forgiveness of debt on conversion of debt to equity |  |                    | 132,917     |   |                  |   | -           |             |  |   | 132,917     |   |  |              | -          
|Gain on sale of equipment                           |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Interest expense - debt discount                    |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|Interest income (expense), net                      |  |                    | (10,179     | ) |                  |   | (23,417     | )           |  |   | (20,358     | ) |  |              | (61,200    
|Total Other Income (Expense)                        |  |                    | 122,738     |   |                  |   | (22,893     | )           |  |   | 112,559     |   |  |              | (60,676    
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|NET LOSS BEFORE PROVISION FOR INCOME TAXES          |  |                    | (76,235     | ) |                  |   | (124,915    | )           |  |   | (281,369    | ) |  |              | (181,776   
|Provision for Income Taxes                          |  |                    | -           |   |                  |   | -           |             |  |   | -           |   |  |              | -          
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|NET LOSS APPLICABLE TO COMMON SHARES                |  | $                  | (76,235     | ) |                  | $ | (124,915    | )           |  | $ | (281,369    | ) |  | $            | (181,776   
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|NET LOSS PER BASIC AND DILUTED SHARES               |  |                    | (0.00       | ) |                  |   | (0.00       | )           |  |   | (0.00       | ) |  |              | (0.00      
|                                                    |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|WEIGHTED AVERAGE NUMBER OF COMMON                   |  |                    |             |   |                  |   |             |             |  |   |             |   |  |              |            
|SHARES OUTSTANDING                                  |  |                    | 382,228,108 |   |                  |   | 259,774,806 |             |  |   | 380,921,623 |   |  |              | 201,437,676





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 30, 2012





|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           | Deficits    |  |   |           |   |  |       |            
|------------------------------------------------------------------------ |  | --------------- | --------- |  | ------------ | - | ----- | ------- |  |  | ----------- | - |  | ----------- | ------- | - | -------------- | - | --------- | ----------- |  | - | --------- | - |  | ----- | -----------
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   | Additional     |   |           | Accumulated |  |   |           |   |  |       |            
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  | Additional  |         |   | Paid-in        |   |           | During the  |  |   |           |   |  |       |            
|                                                                         |  | Preferred Stock |           |  | Common Stock |   |       | Paid-in |  |  | Capital-    |   |  | Development |         |   | Noncontrolling |   |           |             | 
|                                                                         |  | Shares          |           |  | Amount       |   |       | Shares  |  |  | Amount      |   |  | Capital     |         |   | Warrants       |   |           | Stage       |  |   | Interest  |   |  | Total |            
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance - January 14, 1998                                               |  |                 | -         |  |              | $ | -     |         |  |  | -           |   |  | $           | -       |   |                | $ | -         |             |  | $ | -         |   |  | $     | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued
    to founders                                            |  |                 | -         |  |              |   | -     |         |  |  | 200         |   |  |             | 200     |   |                |   | 87        |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss for the period January 14, 1998                                 |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|through December
    31, 2003                                            |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (408,404   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance January 1, 2004                                                  |  |                 | -         |  |              |   | -     |         |  |  | 200         |   |  |             | 200     |   |                |   | 87        |             |  |   | -         |   |  |       | (408,404   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued in reverse merger                                          |  |                 | -         |  |              |   | -     |         |  |  | 81,788,563  |   |  |             | 81,589  |   |                |   | (81,876   | )           |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued in conversion
    of notes                                 |  |                 | -         |  |              |   | -     |         |  |  | 3,211,250   |   |  |             | 3,211   |   |                |   | 256,318   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year                                                |  |                 | -         |  |              |   | -     |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   | -         |   |  |       | (251,734   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2004                                                |  |                 | -         |  |              |   | -     |         |  |  | 85,000,013  |   |  |             | 85,000  |   |                |   | 174,529   |             |  |   | -         |   |  |       | (660,138   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year                                                |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (347,397   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2005                                                |  |                 | -         |  |              |   | -     |         |  |  | 85,000,013  |   |  |             | 85,000  |   |                |   | 174,529   |             |  |   | -         |   |  |       | (1,007,535 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares and warrants issued
    in private                                |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|placement, net of placement
    fees                                     |  |                 | -         |  |              |   | -     |         |  |  | 5,850,000   |   |  |             | 5,850   |   |                |   | 307,507   |             |  |   | 208,143   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered                                  |  |                 | -         |  |              |   | -     |         |  |  | 1,500,000   |   |  |             | 1,500   |   |                |   | 148,500   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Warrants issued to former                                                |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|noteholders                                                              |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | 159,610   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Warrants issued to consultant
    in                                     |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|private placement                                                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | 17,769    |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Adjust fair value of warrants
    issued                                 |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|in private placement                                                     |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | 114,930   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Royalty fees forgiven by Lawrence                                        |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Livermore                                                                |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | 380,000   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss for the year ended
    December 31, 2006as previously reported  |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (771,352   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Prior
    period adjustment - correction of an error see Note 10         |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | (114,930  | ) |  |       | 114,930    
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2006 as restated            |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (656,422   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2006                                                |  |                 | -         |  |              |   | -     |         |  |  | 92,350,013  |   |  |             | 92,350  |   |                |   | 1,010,536 |             |  |   | 385,522   |   |  |       | (1,663,957 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Warrants issued to placement
    agent                                   |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | 292,518   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Warrants issued to convertible                                           |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|noteholders                                                              |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | 513,132   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Beneficial conversion feature
    on convertible notes                   |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | 505,300   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered (including prepaid services)     |  |                 | -         |  |              |   | -     |         |  |  | 6,460,000   |   |  |             | 6,460   |   |                |   | 2,528,090 |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Exercise of warrants                                                     |  |                 | -         |  |              |   | -     |         |  |  | 163,375     |   |  |             | 163     |   |                |   | 40,584    |             |  |   | (16,241   | ) |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2007                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (2,174,069 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2007                                                |  |                 | -         |  |              |   | -     |         |  |  | 98,973,388  |   |  |             | 98,973  |   |                |   | 4,084,510 |             |  |   | 1,174,931 |   |  |       | (3,838,026 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Exercise of warrants                                                     |  |                 | -         |  |              |   | -     |         |  |  | 69,850      |   |  |             | 70      |   |                |   | 17,352    |             |  |   | (6,944    | ) |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered (including prepaid services)     |  |                 | -         |  |              |   | -     |         |  |  | 1,075,000   |   |  |             | 1,075   |   |                |   | 228,425   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2008                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (4,572,358 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2008                                                |  |                 | -         |  |              |   | -     |         |  |  | 100,118,238 |   |  |             | 100,118 |   |                |   | 4,330,287 |             |  |   | 1,167,987 |   |  |       | (8,410,384 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Exercise of warrants                                                     |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares returned to treasury
    and retired                              |  |                 |           |  |              |   |       |         |  |  | (3,000,000  | ) |  |             | (3,000  | ) |                |   | 3,000     |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued upon conversion
    from note payable                      |  |                 |           |  |              |   |       |         |  |  | 833,334     |   |  |             | 833     |   |                |   | 111,049   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered (including prepaid services)     |  |                 | -         |  |              |   | -     |         |  |  | 2,250,000   |   |  |             | 2,250   |   |                |   | 160,250   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2009                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (1,375,669 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2009                                                |  |                 | -         |  |              | $ | -     |         |  |  | 100,201,572 |   |  | $           | 100,201 |   |                | $ | 4,604,586 |             |  | $ | 1,167,987 |   |  | $     | (9,786,053 
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered (including prepaid services)     |  |                 | -         |  |              |   | -     |         |  |  | 500,000     |   |  |             | 500     |   |                |   | 19,500    |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued upon conversion
    from note payable                      |  |                 | -         |  |              |   | -     |         |  |  | 39,173,333  |   |  |             | 39,173  |   |                |   | 2,289,514 |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Beneficial conversion feature
    on convertible notes                   |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | 36,207    |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2010                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (621,397   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2010                                                |  |                 | -         |  |              | $ | -     |         |  |  | 139,874,905 |   |  | $           | 139,874 |   |                | $ | 6,949,807 |             |  | $ | 1,167,987 |   |  | $     | (10,407,450
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered                                  |  |                 | -         |  |              |   | -     |         |  |  | 11,150,000  |   |  |             | 11,150  |   |                |   | 186,068   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued upon conversion
    from note payable and accrued interest |  |                 | -         |  |              |   | -     |         |  |  | 35,535,397  |   |  |             | 35,535  |   |                |   | 164,191   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for acquisition
    of Ontage Resources                    |  |                 | -         |  |              |   | -     |         |  |  | 5,000,000   |   |  |             | 5,000   |   |                |   | 145,000   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Recapitalization due to reverse
    merger with TAG Minerals Inc.        |  |                 | -         |  |              |   | -     |         |  |  | 165,000,000 |   |  |             | 165,000 |   |                |   | (200,278  | )           |  |   |           |   |  |       |            
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Conversion of notes payable
    and accrued interest to warrants         |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | 921,666   |             |  |   | 100,800   |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for cash                                                   |  |                 | -         |  |              |   | -     |         |  |  | 16,645,298  |   |  |             | 16,646  |   |                |   | 323,354   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued to lender of
    Raptor                                    |  |                 | -         |  |              |   | -     |         |  |  | 5,000,000   |   |  |             | 5,000   |   |                |   | 150,000   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss
    for the year ended December 31, 2011                        |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (977,052   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance December 31, 2011                                                |  |                 | -         |  |              | $ | -     |         |  |  | 378,205,600 |   |  | $           | 378,205 |   |                | $ | 8,639,808 |             |  | $ | 1,268,787 |   |  | $     | (11,384,502
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered                                  |  |                 | 1,000,000 |  |              |   | 1,000 |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered                                  |  |                 | -         |  |              |   | -     |         |  |  | 200,000     |   |  |             | 200     |   |                |   | 5,800     |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for cash                                                   |  |                 | -         |  |              |   | -     |         |  |  | 2,175,333   |   |  |             | 2,175   |   |                |   | 39,061    |             |  |   | 19,764    |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss for the three months ended March 31,
    2012                   |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (205,134   
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance March 31, 2012                                                   |  |                 | 1,000,000 |  |              | $ | 1,000 |         |  |  | 380,580,933 |   |  | $           | 380,580 |   |                | $ | 8,684,669 |             |  | $ | 1,288,551 |   |  | $     | (11,589,636
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for services
    rendered                                  |  |                 | -         |  |              |   | -     |         |  |  | 675,000     |   |  |             | 675     |   |                |   | 13,700    |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for conversion
    of debt                                 |  |                 | 45,000    |  |              |   | 45    |         |  |  | -           |   |  |             | -       |   |                |   | 44,955    |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for cash                                                   |  |                 | 165,000   |  |              |   | 165   |         |  |  | -           |   |  |             | -       |   |                |   | 164,835   |             |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Shares issued for cash                                                   |  |                 | -         |  |              |   | -     |         |  |  | 1,225,523   |   |  |             | 1,226   |   |                |   | 27,478    |             |  |   | 5,796     |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Acquisition of 80% of Mabwe
    Minerals Inc.                            |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | (27,153   | )           |  |   | -         |   |  |       | -          
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Net loss for the three months ended June 30,
    2012                    |  |                 | -         |  |              |   | -     |         |  |  | -           |   |  |             | -       |   |                |   | -         |             |  |   | -         |   |  |       | (76,235    
|                                                                         |  |                 |           |  |              |   |       |         |  |  |             |   |  |             |         |   |                |   |           |             |  |   |           |   |  |       |            
|Balance June 30, 2012                                                    |  |                 | 1,210,000 |  |              | $ | 1,210 |         |  |  | 382,481,456 |   |  | $           | 382,481 |   |                | $ | 8,908,484 |             |  | $ | 1,294,347 |   |  | $     | (11,665,871





F-4









RAPTOR RESOURCES HOLDINGS INC.

(FORMERLY LANTIS LASER INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2012
AND 2011

WITH CUMULATIVE TOTALS SINCE JANUARY
14, 1998 (INCEPTION)





|                                                                |  |                  |          |   |              |   |           | CUMULATIVE       | 
|--------------------------------------------------------------- |  | ---------------- | -------- | - | ------------ | - | --------- | ---------------- | 
|                                                                |  | SIX MONTHS ENDED |          |   | TOTALS SINCE |  
|                                                                |  | JUNE 30,         |          |   | INCEPTION    |  
|                                                                |  | 2012             |          |   | 2011         |   |           | JANUARY 14, 1998 | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH FLOWS FROM OPERATING ACTIVITIES                            |  |                  |          |   |              |   |           |                  | 
|Net loss                                                        |  | $                | (281,369 | ) |              | $ | (181,776  | )                | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Adjustments to reconcile net loss to net cash                   |  |                  |          |   |              |   |           |                  | 
|used in operating activities:                                   |  |                  |          |   |              |   |           |                  | 
|Depreciation                                                    |  |                  | 1,422    |   |              |   | 11,241    |                  | 
|Noncontrolling interest adjustment                              |  |                  | (33,940  | ) |              |   | -         |                  | 
|Amortization of debt issuance costs                             |  |                  | -        |   |              |   | -         |                  | 
|Interest expense - debt discount                                |  |                  | -        |   |              |   | -         |                  | 
|Interest expense - beneficial conversion feature                |  |                  | -        |   |              |   | 20,382    |                  | 
|Gain on conversion of interest                                  |  |                  | -        |   |              |   | (524      | )                | 
|Gain on sale of equipment                                       |  |                  | -        |   |              |   | -         |                  | 
|Forgiveness of debt on conversion of debt to equity             |  |                  | (132,917 | ) |              |   |           |                  | 
|Loss on investment under equity method                          |  |                  | -        |   |              |   | -         |                  | 
|License fees payable for research and development               |  |                  | -        |   |              |   | -         |                  | 
|Warrants issued to former noteholders and consultants           |  |                  | -        |   |              |   | -         |                  | 
|Common stock issued to secure acquisition of Raptor             |  |                  | -        |   |              |   | -         |                  | 
|Common stock issued for consulting services                     |  |                  | 20,375   |   |              |   | 20,468    |                  | 
|Preferred stock issued for consulting services                  |  |                  | 1,000    |   |              |   | -         |                  | 
|Cash flow effect of reverse merger                              |  |                  | -        |   |              |   | (35,279   | )                | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Changes in assets and liabilities                               |  |                  |          |   |              |   |           |                  | 
|Decrease (increase) in prepaid expenses                         |  |                  | (5,500   | ) |              |   | -         |                  | 
|Increase (decrease) in accounts payable and                     |  |                  |          |   |              |   |           |                  | 
|and accrued expenses                                            |  |                  | 258,472  |   |              |   | 59,917    |                  | 
|Accrued interest on convertible notes                           |  |                  | 20,363   |   |              |   | 22,977    |                  | 
|Total adjustments                                               |  |                  | 129,275  |   |              |   | 99,182    |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Net cash used in operating activities                           |  |                  | (152,094 | ) |              |   | (82,594   | )                | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH FLOWS FROM INVESTING ACTIVITIES                            |  |                  |          |   |              |   |           |                  | 
|Acquisitions of fixed assets, net of disposals                  |  |                  | -        |   |              |   | (2,476    | )                | 
|Investment under equity method                                  |  |                  | -        |   |              |   | -         |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Net cash used in investing activities                           |  |                  | -        |   |              |   | (2,476    | )                | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH FLOWS FROM FINANCING ACTIVITES                             |  |                  |          |   |              |   |           |                  | 
|Proceeds from notes payable                                     |  |                  | -        |   |              |   | 80,000    |                  | 
|Repayments made on note payable for Dodge Mines                 |  |                  | (48,083  | ) |              |   | -         |                  | 
|Proceeds from exercise of warrants                              |  |                  | -        |   |              |   | -         |                  | 
|Increase (decrease) in bank overdraft                           |  |                  | -        |   |              |   | -         |                  | 
|Proceeds from convertible notes and warrants,                   |  |                  |          |   |              |   |           |                  | 
|net of debt issuance costs                                      |  |                  | -        |   |              |   | -         |                  | 
|Payments of license fee payable                                 |  |                  | -        |   |              |   | -         |                  | 
|Proceeds from private placement, net of fees (including cash    |  |                  |          |   |              |   |           |                  | 
|received for shares to be issued) - preferred and common stock  |  |                  | 260,500  |   |              |   | -         |                  | 
|Proceeds (payments) from related parties                        |  |                  | (21,930  | ) |              |   | 5,100     |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Net cash provided by financing activities                       |  |                  | 190,487  |   |              |   | 85,100    |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|NET INCREASE IN                                                 |  |                  |          |   |              |   |           |                  | 
|CASH AND CASH EQUIVALENTS                                       |  |                  | 38,393   |   |              |   | 30        |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH AND CASH EQUIVALENTS -                                     |  |                  |          |   |              |   |           |                  | 
|BEGINNING OF PERIOD                                             |  |                  | 15,072   |   |              |   | 9,382     |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH AND CASH EQUIVALENTS - END OF PERIOD                       |  | $                | 53,465   |   |              | $ | 9,412     |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|CASH PAID DURING THE PERIOD FOR:                                |  |                  |          |   |              |   |           |                  | 
|Income taxes                                                    |  | $                | -        |   |              | $ | -         |                  | 
|Interest expense                                                |  | $                | -        |   |              | $ | -         |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|SUPPLEMENTAL NONCASH INFORMATION:                               |  |                  |          |   |              |   |           |                  | 
|                                                                |  |                  |          |   |              |   |           |                  | 
|Conversion of notes and interest for common stock,              |  |                  |          |   |              |   |           |                  | 
|net of discounts and issuance costs                             |  | $                | -        |   |              | $ | 199,726   |                  | 
|Acquisition of Dodge Mines for Note Payable                     |  | $                | -        |   |              | $ | -         |                  | 
|Conversion of license fee payable into capital                  |  | $                | -        |   |              | $ | -         |                  | 
|Common stock issued to secure acquisition of Raptor             |  | $                | -        |   |              | $ | -         |                  | 
|Common stock issued for consulting services                     |  | $                | 20,375   |   |              | $ | 20,468    |                  | 
|Preferred stock issued for consulting services                  |  | $                | 1,000    |   |              | $ | -         |                  | 
|Warrants issued to former noteholders and consultants           |  | $                | -        |   |              | $ | -         |                  | 
|Common stock issued for acquistion                              |  | $                | -        |   |              | $ | 150,000   |                  | 
|Common stock issued for prepaid expenses                        |  | $                | -        |   |              | $ | -         |                  | 
|Conversion of accrued expenses for note payable-related parties |  | $                | -        |   |              | $ | -         |                  | 
|Conversion of note payable-related parties and accrued interest |  |                  |          |   |              |   |           |                  | 
|to warrants                                                     |  | $                | -        |   |              | $ | 1,022,466 |                  | 
|Noncontrolling interest - Mabwe Minerals, Inc.                  |  | $                | 33,940   |   |              | $ | -         |                  | 
|Conversion of Dodge Mines Note Payable for Preferred Stock      |  | $                | 45,000   |   |              | $ | -         |                  | 
|Forgiveness of debt on conversion of debt to equity             |  | $                | 132,917  |   |              | $ | -         |                  | 
|Effect of reverse merger with TAG Minerals, Inc.                |  |                  |          |   |              |   |           |                  | 
|Cash                                                            |  | $                | -        |   |              | $ | 24,771    |                  | 
|Accounts payable and accrued expenses                           |  |                  | -        |   |              |   | (50       | )                | 
|Effect on retained earnings                                     |  |                  | -        |   |              |   | (60,000   | )                | 
|Cash flow effect from reverse merger                            |  | $                | -        |   |              | $ | (35,279   | )                | 





F-5









RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 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, 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 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 the value of the warrants, and they were determined to have a value of $100,800.



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



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 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.

F-8







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 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 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. Al Pietrangelo, President
and CEO of the Company, will become President and CEO of Mabwe and be the sole member of the Board of Directors. Mabwe has 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 additional shares of its common stock to allow the Company to hold 80% of its issued and outstanding
shares of common stock 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 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 of the Dodge Mine blocks 1-6, located in Zimbabwe. Under the new terms of this deal Chiroswa has
accepted 45,000 shares of Preferred Convertible Series B stock (each share is convertible into 50 shares of Common Stock of Raptor
Resources Holdings Inc. (RRHI) and 25 shares of Common Stock of majority owned Mabwe Minerals Inc (MBMI)). The 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 beginning October 1, 2012. This
deal 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 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
Mabwe. The charter was amended to allow for the issuance of additional stock and stock was issued to the Company in the amount
of 79,078,817 shares (post 1:10 reverse split) giving the Company an 80% interest in Mabwe.



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 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 recurring losses of $281,369 and $181,776 for the six months ended June 30, 2012
and 2011, respectively, and has incurred a cumulative loss of $11,665,871 since inception (January 14, 1998). The Company has a
working capital deficit in the amount of $1,526,742 as of June 30, 2012. The Company is currently in the development stage and
has recently merged the gold mining business of TAG and Mabwe into their 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 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 devoted substantially all of its efforts to the development of their 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 the Company being the primary beneficiary of all the activities of its subsidiary, TAG, and their 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 owns 80% of Mabwe Minerals Inc. The 20%
noncontrolling interest is reflected in the condensed consolidated financial statements.



Noncontrolling Interests



In accordance with ASC 810-10-45, Noncontrolling
Interests in Consolidated Financial Statements,the Company classifies controlling interests as a component of equity within
the balance sheets. The Company has retroactively applied the provisions in ASC 810-10-45 to the financial information for the
period ended June 30, 2012. There was no activity from December 2, 2011 through June 30, 2012 in Mabwe, the Company’s majority-owned
subsidiary.

F-11







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 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 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 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 of Common Stock



Basic net (loss) per common share is computed using
the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution
from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. 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]



F-14







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 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 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 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 30, 2012 (unaudited) and
December 31, 2011 were as follows:



|                               |  | Estimated    |     |  | (Unaudited) |   |        |             | 
|------------------------------ |  | ------------ | --- |  | ----------- | - | ------ | ----------- | 
|                               |  | Useful Lives |     |  | June 30,    |   |        | December 31 | 
|                               |  | (Years)      |     |  | 2012        |   |        | 2011        | 
|Computer and medical equipment |  |              | 3-5 |  |             | $ | 2,476  |             | 
|Machinery                      |  |              | 5   |  |             |   | 6,800  |             | 
|Software                       |  |              | 3   |  |             |   | -      |             | 
|                               |  |              |     |  |             |   | 9,276  |             | 
|Less: accumulated depreciation |  |              |     |  |             |   | (1,670 | )           | 
|Fixed assets, net              |  |              |     |  |             | $ | 7,606  |             | 



There was $1,422 and $11,241charged to operations
for depreciation expense for the six months ended June 30, 2012 and 2011, respectively. In October 2011, the Company sold 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 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 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 new terms of this deal Chiroswa has accepted 45,000 shares
of 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 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.





|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 months ended June 30, 2012 was $20,358 and $22,108, respectively and $198,882 is accrued at June 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 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 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 months ended June 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 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 months ended June 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 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 7 - | NOTE PAYABLE – DODGE MINES
|-------- | --------------------------



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.



As of June 1, 2012, this deal has been restructured.
Under the new terms of this deal 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 Stock of the Company (RRHI) and 25 shares of 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. An additional $30,000 will be paid in five equal monthly
installments commencing October 1 2012. This deal resulted in the forgiveness of $132,917 of the debt owed.



As of June 30, 2012, there is $57,000 outstanding
under this note.





|NOTE 8 - | 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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 8 - | 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 30, 2012.

F-21







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 30, 2012 AND 2011 (UNAUDITED)



|NOTE 8 - | 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 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 30, 2012. The Company 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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 8 - | 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 9 - | 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 10 - | STOCKHOLDERS’ EQUITY (DEFICIT)
|--------- | ------------------------------



Common Stock and Preferred Stock



As of June 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 to have 300
votes and to 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 months ended June 30, 2012.

F-23







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 30, 2012 AND 2011 (UNAUDITED)



|NOTE 10 - | STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
|--------- | ------------------------------------------



Common Stock and Preferred Stock



As of June 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 Stock of the Company (RRHI)
and 25 shares of Common 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 following issued and outstanding
shares of its capital stock as of June 30, 2012: 382,481,456 shares of common stock, 1,000,000 shares of Series A preferred stock
and 210,000 shares of Preferred Convertible Series B Stock.



During the six months ended 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 875,000 shares of common stock
for services valued at $20,375.



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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 10 - | 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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 10 - | 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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 10 - | 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, registration rights or liquidated damages clauses.



|NOTE 11 - | 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 30, 2012, deferred tax assets consist of
the following:



|Net operating losses |  | $ | 3,708,493  |  
|-------------------- |  | - | ---------- | -
|                     |  |   |            |  
|Valuation allowance  |  |   | (3,708,493 | )
|                     |  |   |            |  
|                     |  | $ | -          |  





F-27







RAPTOR RESOURCES HOLDINGS INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY LANTIS LASER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

JUNE 30, 2012 AND 2011 (UNAUDITED)



|NOTE 11 - | PROVISION FOR INCOME TAXES (CONTINUED)
|--------- | --------------------------------------



At June 30, 2012, the Company had a net operating
loss carryforward in the amount of $10,907,331 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 30, 2012 and 2011 is summarized as follows:



|                                            |  | 2012 |       |    | 2011 | 
|------------------------------------------- |  | ---- | ----- | -- | ---- | 
|                                            |  |      |       |    |      | 
|Federal statutory rate                      |  |      | (34.0 | )% |      | 
|                                            |  |      |       |    |      | 
|State income taxes, net of federal benefits |  |      | 3.3   |    |      | 
|                                            |  |      |       |    |      | 
|Valuation allowance                         |  |      | 30.7  |    |      | 
|                                            |  |      |       |    |      | 
|                                            |  |      | 0     | %  |      | 



|NOTE 12 - | 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 13 - | 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 30, 2012 AND 2011 (UNAUDITED)



|NOTE 13 - | 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 31, 2012:



|                  |  | Level 1 |   |  | Level 2 |  |         | Level 3 |  |  | Total   | 
|----------------- |  | ------- | - |  | ------- |  | ------- | ------- |  |  | ------- | 
|                  |  |         |   |  |         |  |         |         |  |  |         | 
|Investment        |  |         | - |  |         |  | 150,000 |         |  |  | -       | 
|Convertible notes |  |         | - |  |         |  | -       |         |  |  | 559,500 | 



|NOTE 14 - | RELATED PARTY ADVANCES
|--------- | ----------------------



The Company was advanced $5,150, net of repayments
through June 30, 2012 from its CEO. These unsecured advances have no terms of repayment, are interest free and due on demand.



|NOTE 15 - | SUBSEQUENT EVENTS
|--------- | -----------------



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.



On August 15, 2012, 17,000 shares of Series B Convertible
Preferred stock of the Company were issued for cash to two shareholders in equal amounts.



The Company entered into an Exchange Agreement dated
August 16, 2012, pursuant to which they purchased through its majority-owned subsidiary, Mabwe Minerals Inc., 49% of Mabwe Minerals
Zimbabwe (Private) Limited (“Mabwe Z”) for 25,000 restricted shares of the Company’s Series B Convertible Preferred
Stock. The Company’s purchase of Mabwe Z meets the Zimbabwe Indigenous Law requiring 51% local Zimbabwe ownership of companies
in companies jointly owned with foreign persons. The Company intends to have Mabwe Z conduct mining and commercial sales of industrial
minerals and metals in Zimbabwe, with the initial focus being Barite. Despite holding only 49% of Mabwe Z, the Company will consolidate
the financial 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 Z.



On July 1, 2012, the Company issued to four individuals,
210,000 shares of Series B Convertible Preferred Stock each. These shares were issued to these individuals for services to be rendered
for the period July 1, 2012 through June 30, 2013. The shares may not be converted until July 1, 2013 into common shares of the
Company (50:1) and Mabwe (25:1). The Company will record this as deferred compensation and expense over the twelve month period.
The value of the Series B Convertible Preferred Stock is $1 per share, total of $840,000.



On July 18, 2012, the Company issued 125,000 shares
of it’s of common stock for services rendered in the third quarter of 2012 at a stated value of $1,750 based on the closing
trading price at the time of issuance.

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.



4







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 of Operations



Three and Six Months Ended June 30,
2012 Compared to Three and Six Months Ended June 30, 2011.



The following is derived from, and should
be read in conjunction with, our condensed consolidated financial statements, and related notes for the three and six months ended
June 30, 2012 and 2011.



Operating revenues. We are a development
stage company. To date, we have not generated any operating revenues, nor have we generated operating revenues since our inception
in February 1998. Development of our OCT and NIR dental imaging products by our wholly owned subsidiary, Lantis Laser, Inc., can
only recommence upon adequate funding being found to complete development and after receiving FDA clearance to market them. Our
other wholly owned subsidiary, TAG 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. 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 loss from operations. For the
three months ended June 30, 2012, our net loss from operations was $198,973 compared to $102,022 for the same period in the prior
year, representing an increased loss of $96,951 or 95%. The increase in our loss from operations was mainly due to the accrual
of compensation to individuals in accordance with their employment agreements and increased professional fees, travel expense and
other administrative expenses due to business development trips to Zimbabwe and corporate restructuring. Professional, consulting
and marketing fees increased to $61,160 in the three months ended June 30, 2012 as compared to $40,815 in the same period last
year.



For the six months ended June 30, 2012,
our net loss from operations was $393,928 compared to $121,100 for the same period in the prior year, representing an increase
of $272,828 or 125%. The increase in our loss from operations was mainly due to the accrual of compensation to individuals in accordance
with their employment agreements and increased professional fees, travel expense and other administrative expense due to business
development trips to Zimbabwe and corporate restructuring. Professional, consulting and marketing fees increased to $139,017 in
the six months ended June 30, 2012 as compared to $49,953 in the same period last year.



Total other expenses (income).Other
income was $122,738 for the three months ended June 30, 2012, compared to other expense of $22,893 for the three months ended
June 30, 2011. This income was due to the gain of $132,917 related to the restructuring of the Chiroswa Syndicate Dodge Mine
Blocks 1-6 contract.



Other income was $112,559 for the six months
ended June 30, 2012, compared to other expense of $60,676 for the six months ended June 30, 2011. This income was due to the gain
of $132,917 related to the restructuring of the Chiroswa Syndicate Dodge Mine Blocks 1-6 contract.



Net loss.We had a net loss applicable
to common shares of $76,235, or $0.00 per share, for the three months ended June 30, 2012, compared to a net loss applicable
to common shares of $124,915 or $0.00 per share, for the same period in the prior year. The decrease in the net loss was principally
due to the gain of $132,917 related to the restructuring of the Chiroswa Syndicate Dodge Mine Blocks 1-6 contract.



We had a net loss applicable to common
shares of $281,369, or $0.00 per share, for the six months ended June 30, 2012, compared to a net loss applicable to common
shares of $181,776 or $0.00 per share, for the same period in the prior year. The increase in the net loss was principally
due to the gain of $132,917 related to the restructuring of the Chiroswa Syndicate Dodge Mine Blocks 1-6 contract, offset by the
increase in professional fees related to the corporate resturcturing.

5







Liquidity and Capital Resources



Total 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 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.



Total liabilities. We had total
liabilities of $1,735,707 on June 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 business development trips to Zimbabwe
and corporate restructuring offset by the reduction in liability resulting from Dodge Mines Blocks 1-6 contract restructure. Accrued
interest on convertible notes on June 30, 2012 was $198,882 compared to $178,519 at December 31, 2011. At June 30, 2012, we had
a negative working capital of $1,526,742 compared to a negative working capital of $1,539,730 on December 31, 2011 due to increased
interest expense, travel, legal and general and administrative expenses in connection with corporate restructuring offset by the
reduction in liability resultant from Dodge Mines Blocks 1-6 contract restructure. There is no guarantee that we will be able to
raise enough capital or generate revenues to sustain our operations. These conditions raise substantial doubt about our ability
to continue as a going concern within the next 12 months.



Cash flow from operations.During
the six months ended June 30, 2012, we had a negative cash flow from operations of $152,094 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 the increase in accrued expenses, principally legal fees.

6







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



Cash flow from financing activities.During the six months ended June 30, 2012, we received $190,487 net cash from financing activities from compared to $85,100
in the same period in 2011. We received $260,500 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.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



Not applicable.



ITEM 4. CONTROLS AND PROCEDURES



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



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



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

7







PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None.



ITEM 1A. RISK FACTORS



Not applicable.



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



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



In March, April and May 2007, the Company
issued 5% senior convertible three year notes to investors in the amount of $2,526,500, which equaled the gross proceeds raised
by the Company (the “Convertible Notes”). 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. 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.



The Notes 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. The 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.



ITEM 4. MINES SAFETY DISCLOSURES



Not Applicable.



ITEM 5. OTHER INFORMATION



None.

8







ITEM 6. EXHIBITS



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



|Exhibit No. |  | Description                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|31          |  | 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.              





9







SIGNATURES



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



Date: September 7, 2012



| | /s/ Al Pietrangelo         
| | ---------------------------
| | Al Pietrangelo, CEO and CFO







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