Raptor Resources Holdings,Inc. (RRHI)

 Do your own DD and come to your own conclusions.
No board poster is acting as a licensed investment advisor or broker.

Raptor Resources Holdings, Inc. $RRHI
 

RRHI is a holdings company meaning it has several independently operating subsidiaries underneath one parent entity Raptor Resource Holdings, Inc. (RRHI). Let's examine those operating subsidiaries: TAG Minerals Inc.,  Mabwe Minerals Inc. and Lantis Laser, Inc.

NEW WEBSITE: http:// raptorresourcesholdings.com/


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TAG Minerals is a U.S. based (incorporated in Wyoming) mineral resource acquisition, exploration and development company, with operations conducted through its operating affiliate, TAG Minerals Zimbabwe (Private) Limited. TAG Minerals is augmented by independent financial, geological, and mining professionals who advise the company on its mining and exploration projects throughout Zimbabwe, Africa.
 

Watakai Riverbed Project<-Cancelled, NO gold
 
The Watakai Riverbed Project is located in the Mazowe Region which is one of the most sought after regions in the country for mining.  The company applied for a Special Grant with the Ministry of Mines during the 3rd Qtr 2011 after completing months of bulk sample testing with the company's HPC-10 exploratory units.  The grams/ton data yielded impressive results including purity levels greater than 95%. The area represents 173 hectares of riverbed along the Watakai and Murodzi Rivers.  The grant approval cycle is nearing completion with expectations the company can begin gold production with HPC-30 units as early as the 2nd Qtr. 2012.
 


Hippo Pools Riverbed Project   <-Cancelled, NO gold 

 

A Special Grant was issued by the Ministry of Mines during the 4th Qtr 2011 along a 4 kilometer stretch of the Runde River near Ngundu, Zimbabwe. Included with the Special Grant is a permit to dredge the river. The company will continue bulk sampling along the river at set intervals during the 2nd Qtr 2012 with one of the company's HPC-10 exploratory units and is ready to begin production once sample testing is completed. For decades, hippos frolicked in the now silted water pools, hence the name Hippo Pools. By dredging the river and rehabilitating this area, the wildlife will once again have access to larger sections of this river and will lead to tourism growth in the region.

 

As of December 17, 2012, Lantis Laser is no longer a part of RRHI.   Raptor Resources transferred the assets of Lantis Laser, Inc., its subsidiary engaged in the dental business, to an entity established by Stanley B. Baron and Dr. Craig Gimbel, the former officers and founders of Lantis Laser, Inc. and issued to Messrs. Baron and Gimbel a total of 3,000,000 shares of Mabwe Minerals Inc. 

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Warning Signs and Red Flags

The CEO's qualifications and experience have been listed in several places including PRs, SEC filings and the new website.  At first glance they seem pretty impressive but after digging a little deeper, it appears that at least some of the CEO's listed qualifications are misleading - His "Qualifications and Experience" that he gave are quoted below. Below that is the REAL story.

"Mr. Pietrangelo has served as President, CEO and Chairman of the Board of Directors of TAG since 2010. From 2006 to 2010 Mr. Pietrangelo was CEO and Director of Rock of Angels Capital Corp., Rock of Angels Acquisition Corp. and Rock of Angels Holdings Inc. "

Rock of Angels was incorporated as a WY shelf company in 2006 and was dormant on the shelf until early 2011. Although the filing was "active", the company existed on paper only, it was completely inactive, there were no operations. He had himself slotted in as CEO and Director of the "paper" company. In late 2010, Rock of Angels changed its name to ...... TAG Minerals! TAG Minerals continued to be completely inactive until early 2011.

So he was CEO and Chairman of the Board, but of what?  A couple of sheets of paper!  What was he really doing from 2006 to 2010?  I'm sure being CEO of company that only existed on paper didn't take that much of his time.

Is presenting false "Bona Fides" illegal?  No.  Is it an honest and acceptable practice?  Decide for yourself.

References:  
https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=115035153208054104241139126116144216254177152027
Tag Minerals filing - shows Old Name - Rock of Angels, Date of change - 10/19/2010, Initial Filing (as Rock of Angels) - 12/26/2006

https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=171058118072117042139071198178052070133134004137
Rock of Angels filing - shows original filing date - 12/26/2006

http://sec.gov/Archives/edgar/data/1413299/000114420411057763/filename1.htm
Letter from CEO to SEC - Last paragraph of page 8 which states…..

"TAG Minerals Inc. was incorporated on December 26, 2006 as Rock of Angels Acquisition Corp., a Wyoming Corporation. This entity was completely inactive (other than an initial share issuance to the founders) from incorporation until January 2011"
 

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December 21, 2011 - PR
 
Lantis Laser Acquired an 80% Controlling Equity Stake in Raptor Networks, Inc [RPTN] from CCE in exchange for 5,000,000 shares of Lantis Laser, Inc [LLSR] and 13,510,752 (post-split basis) shares of RPTN.
 
Raptor Networks had no assets at the time and was in default on its notes to CCE.  CCE had foreclosed on the notes, taking all of the Company's assets earlier, including the patents and rights to all technology.  CCE had ordered management to seek a buyer for the shell.  After months of trying and shortly before the deadline date, this was the best they could do.
 
No clear reasoning was given for the acquisition other than, "LLSR expects to utilize the Raptor accumulated losses to off-set future taxable income from our gold and other mining and minerals endeavors".
 
This reasoning is highly questionable.  First, it seems to put the cart before the horse as LLSR has never shown any taxable income and already has a large Net Operating Loss of it own.  Second, LLSR does not intend to continue RPTN's historic business (network switches) and could not even if it wanted to, as CCE owns all of RPTN's intellectual property and all other assets that remained.  Because LLSR will not continue the historic business, the "Continuty of Business" Rule of Sec. 382 of the Internal Revenue Code disallows any deduction of the historic NOL.
 
Those facts cause one to suspect the credibility of the reasons given in the PR.


References:
http://sec.gov/Archives/edgar/data/1163300/000114420412022029/v309297_10k.htm
Raptor Networks Annual Report

http://sec.gov/Archives/edgar/data/1413299/000114420412022026/v309300_10k.htm
Raptor Resources Holdings Annual Report

http://macabacus.com/taxes/attributes
Tax Attributes of a Target



January 17, 2012

As the first order of business, the Company (RPTN) notified stockholders of actions to be taken by the new majority ownership (LLSR)

> Effecting a reverse stock split of the common stock, $.001 par value, of the Company by a ratio of one-for-ten.

> Increasing the number of authorized shares of Common Stock from 200,000,000 to 500,000,000 shares.

> Changing the name of the Company to Mabwe Minerals Inc.

> Chaging the domicile of the Company from Colorado to Wyoming.


 

One might suspect from the large increase in authorized shares that a large share sale is planned.

Perhaps this is the true reason for the acquisition?

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February 14, 2010
 
LLSR announced the purchase  of the mineral assets of Dodge mine blocks blocks 1-6 located in Zimbabwe in exchange for $433,000 to be paid in installments through November 30, 2012.  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.
 
The drilling and reports mentioned above, were done in 1966 so it's not a "new discovery".  No one showed any interest previously.  Not Halliburton, none of the many South African mining companies, none of the Zimbabwean mining companies, including the company they bought it from.
 
Further, the "exploration" consists of only 5 partial drill holes done in 1966.  "Reserve" numbers were given in a PR but interestingly, were left out of the 8K filed with the SEC.  According to independent sources, "Before reserves of this size can be confirmed with any degree of confidence, hundreds of drill holes must be completed first."  The SEC has cracked down on mining companies that claimed "proven reserves" without adequate exploration in the past. 


According to an independent source.....

They clearly do not have "proven reserves" as they have not met the legal requirements for proven reserves.

Let me give you an example of an SEC Comment Letter sent to another non-compliant exploration-stage company that illegally claimed to have "proven reserves".

"We note your consulting geologist provided reserve estimates. Please note that mineral reserves for a mineral property may not be designated unless:

• Competent professional engineers conduct a detailed engineering and economic study, and the "bankable" or "final" feasibility study demonstrates that a mineral deposit can be mined profitably at a commercial rate.
• Historic three-year average commodity price is used in any reserve or cash flow analysis used to designate reserves.
• The company has demonstrated that the mineral property will receive its governmental permits, and the primary environmental document has been filed with the appropriate governmental authorities.

Please revise your disclosure accordingly. In addition, please revise your disclosure throughout this document to ensure you do not prematurely indicate mining operations on mining properties before a proper feasibility study and economic viability determination has been conducted."

A bankable feasibility study is not a minor thing. The size and complexity varies by the size and type of deposit, but typically it requires years of work by numerous experts conducting an enormous amount of work (not only exploration to define the resource and grade, but also metallurgical/processing studies to determine the most efficient and cost-effective mining and processing methods, mine design and related engineering studies, environmental studies, including hydrology and animal studies, reclamation studies and plans, just to name a few). And millions and millions of dollars to pay for all the studies that go into a bankable feasibility. Once all of that is taken into consideration, a final feasibility study is a pretty weighty document - hundreds of pages long.

Needless to say, drilling 5 holes and calling it a "proven reserve" is a bad joke.

 
The company as of 5/7/2012 has, however,announced a gravity mapping program on the Dodge Mine.
 
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WARNING

The use of "stock" photos on a company website depicting assets, equipment and operations that the company does not possess might be misleading.   If you can't tell what's real and what's not, how can you trust any of it? 

Note - Some of the pictures on the company website have NOTHING to do with the company. They could mislead some into thinking they are pictures of acutal RRHI mining operations and/or production.  Decide for yourself.

References:
Company website: http://raptorresourcesholdings.com/ 

http://www.istockphoto.com/stock-photo-17788441-giant-bucket-wheel-excavator-at-night.php
Bucket wheel excavator - actually belonging to a German coal mining company and located in Nordheim, Germany - Used as wallpaper on RRHI website

http://www.grindingmachine.org/images/sbm/rocksand-grinding-machine.jpg
Picture of ore piles and elevator - actually advertising image from a Shanghai, China equipment company - Used in slide show on RRHI website, Home page

Picture of smelted gold bars and gold dust used in RRHI website Image Gallery - To date, the company has not produced any gold.


Now they've put up some impressive pictures of an open pit mine in the home page slide show and, because they're so proud of it, in the Image Gallery also.

Is it the Dodge mine? ...... NO

Is it anything they're even remotely connected with? ..... Again, NO

The pictures are of the Bingaham Kennecott copper mine near Salt Lake City, Utah!

http://www.123rf.com/photo_7626384_close-up-of-bingham-kennecott-copper-mine-open-pit-excavation.html

Apparently the company believes that if your equipment and assets are not very impressive and your operations are laughable, it's OK to use pictures of someone else's equipment, assets and operations.

If you know you can't believe some of it and you're not sure about the rest of it, how can you believe any of it?

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According to FINRA, the SEC, and other independent sources, no industry is immune to investment scams, including Mining. There's a long and sordid history of mining investment scams. Investors are urged to never rely solely on information in press releases. Always confirm mining claims using third party, respected sources.

FINRA Investor Alert - "Gold" Stocks-Some Investments Mine Your Pocketbook - http://www.finra.org/Investors/ProtectYourself/InvestorAlerts/FraudsAndScams/P124119

"Mining Investment Scams" - http://www.fraudguides.com/investment-mining-scams.asp

"iHub Mining Company Research Board" - http://investorshub.advfn.com/boards/board.aspx?board_id=21803