Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 13 - Stockholders' Equity (Deficit)

Preferred Convertible Series B Stock (RRHI)

As of March 31, 2015, Raptor Resources Holdings Inc. (“RRHI”) had authorized 2,500,000 shares of Preferred Convertible Series B Stock. Each share of Preferred Convertible Series B Stock is convertible into 50 shares of MBMI common stock in addition to 25 shares of its own common stock.  Prior to the SPA RRHI held a majority of the Company’s outstanding and issued common shares on a fully diluted basis.

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

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

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

Common Stock

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

During the three months ended March 31, 2015 the Company issued 325,241,608 shares of common stock to bring the total issued and outstanding shares to 465,700,000.

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

During the year ended December 31, 2014 the Company issued 110,000 shares of common stock for investor relations and accounting services rendered and to be rendered at a value of $7,300.  The Company also sold through private placement 100,000 common shares for a cash price of $5,000 ($.05/share.) The controlling interest of Raptor Resources Holdings Inc. was diluted to 64.13% based on new issuances of common stock that year.

During the year ended December 31, 2013, the Company issued 6,677,642 shares of stock through private placement for cash in the amount of $880,500. 3,105,000 warrants were issued with these placements, exercisable for 1 year at a price of $.15 per share. The Company also issued 1,590,000 shares of its common stock for accounting, promotional and public relation services rendered and to be rendered at a value of $187,487. The controlling interest of Raptor Resources Holdings Inc. was diluted to 64.22% based on new issuances of common stock that year.

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

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

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

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