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Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2015
Notes to Financial Statements  
Note 1 - Organization and Basis of Presentation

1.    Organization and Basis of Presentation

 

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

 

These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. On July 29, 2015 the Company’s board of directors authorized a 1:10 reverse split.  All shares herein are reflected post-split in accordance with the Staff Accounting Bulletin (“SAB”) Topic 4C.

 

The Company was incorporated under the laws of the state of Colorado on January 22, 2001 under the name Pacific InterMedia, Inc. (“Pacific”).

 

On October 17, 2003, Pacific completed a business combination transaction with Raptor Networks Technology, Inc. (“Raptor”), a closely-held California corporation, through acquisition of all of the issued and outstanding common stock of Raptor in exchange for authorized but previously unissued restricted common stock of Pacific.  Immediately prior to completion of the acquisition transaction, Pacific had a total of 403,400 post reverse split adjusted shares of its common stock issued and outstanding comprised of 103,400 registered shares held by approximately 25 stockholders and 300,000 shares of restricted stock held by Pacific’s founder and sole officer and director.

 

As a material aspect of the acquisition, Pacific re-acquired and cancelled the 300,000 restricted shares as consideration for transfer of its remaining assets consisting of cash and office equipment to the officer and director, leaving only the registered common stock, 103,400 shares, as all of its issued and outstanding capital stock prior to completion of the Raptor acquisition.

 

Pursuant to terms of the acquisition agreement, all of the issued and outstanding common stock of Raptor, 1,916,126 post reverse split adjusted shares, was acquired by Pacific, share-for-share, in exchange for its authorized but previously unissued common stock.  Upon completion of the acquisition, Raptor became a wholly owned subsidiary of Pacific and the Raptor shareholders became shareholders of Pacific.  Unless otherwise indicated, all references in these financial statements to “the Company” include Pacific and its wholly owned subsidiary, Raptor.  All intercompany transactions have been eliminated in consolidation.  On December 3, 2003, Pacific changed its name to Raptor Networks Technology, Inc.  

 

The acquisition transaction was treated as a reverse merger, with Raptor considered the accounting acquirer.

 

The Company was a provider of integrated high-speed Ethernet switching systems which enabled new emerging high bandwidth critical applications.  The data network market areas that the Company was targeting included video, storage, and Internet Protocol telephony and technology refresh.

 

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

 

In September 2008, the Company shifted its principal operating model from product sales to licensing enabling a reduction in headcount, footprint and infrastructure that reduced operating expense run rates substantially.  This shift in business model was not successful as the Company had not generated any revenues from licensing agreements until July 5, 2011, at which time the Company entered into an agreement with California Capital Equity, LLC (“CCE”) granting CCE an exclusive license (even as to the Company) leaving the Company without any continuing rights in or to its intellectual property.  In addition, on August 1, 2011, all of the Company’s remaining assets were sold during a public foreclosure sale.  For further details on these transactions, see the disclosures in the Forms 8-K filed by the Company on July 11, 2011 and August 4, 2011.  As a result of the above transactions, the Company classified all of its operations as discontinued operations, except certain general and administrative expenses related to the public shell company, such as EDGAR fees, audit fees and legal expenses related to review of public filings and amounts related to the Company’s convertible debt.

 

All of the convertible notes payable of the Company had matured and the Company did not pay the principal balances and accrued interest at maturity or thereafter.  The note holders exercised their right as a secured lender against the Company’s assets and held a public foreclosure sale of substantially all of the Company’s assets and acquired all of these assets at a price of $100,000, which price was credited against the outstanding notes on August 1, 2011.  As a result of the public sale on August 1, 2011, the Company retained no material assets with which to continue its operations.  The Company was seeking companies or businesses with an interest in utilizing the Company as a public shell vehicle and in August 2011 signed a non-binding Letter of Intent with an interested party for a possible merger.  This transaction was completed in December 2011, when Raptor Resources Holdings Inc. (formerly Lantis Laser Inc.) acquired an 80.14% controlling equity stake in the Company. In addition to Raptor Resources Holdings Inc. issuing 5,000,000 shares of their common stock to CCE, they were issued 10,992,831 shares in the Company to attain a 55% ownership as of December 31, 2011. The Company filed a Form 14C to amend its charter to increase the authorized shares of common stock of the Company to 5,0000,000 shares, and the Company then issued an additional, 7,907,882 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 1,351,075 shares of common stock to CCE in consideration for the conversion of the convertible notes outstanding to common stock on a post-split basis. The convertible notes previously issued by Raptor Networks Technology, Inc. were converted after the Company then engaged in a 1:10 reverse stock split. Former shareholders of Raptor Networks Technology, Inc. (“RPTN”) were reissued 1 share of Mabwe Minerals Inc. for each 10 shares of RPTN. No fractional shares were issued resulting in a negligible increase to the total outstanding shares on a post-split basis. Then again, on July 29, 2015 the Company’s board of directors authorized a 1:10 reverse split.  All shares herein are reflected on a post-split basis in accordance with the SAB Topic 4C.

 

Effective with the change in control and conversion of notes and liabilities to equity, the Company entered the exploration stage on June 29, 2012. 

 

On July 18, 2012 Mabwe Minerals Inc. acquired a 49% interest in Mabwe Minerals Zimbabwe (PVT) LTD ("MAB-Z") with the issuance of 25,000 shares of Raptor Resources Holdings Inc. Series B Preferred Convertible Stock ("Series B Preferred Stock"). Each share of Series B Preferred Stock is convertible into 50 common shares of Raptor Resources Holdings Inc. and 2.5 common shares of Mabwe Minerals Inc. for every share of Series B Preferred Stock post reverse split adjusted, both subject to a one year holding period. The remaining 51% ownership in MAB-Z is held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (50% ownership), with the remaining portion owned by Asswell Gurupira (1% ownership). MAB-Z will be the operating arm of Mabwe Minerals Inc., with the Company being the primary beneficiary of all the activities of MAB-Z. MAB-Z is a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and is therefore consolidated.  

 

The Company formally, on September 30, 2012, appointed Tapiwa Gurupira, a 50% stakeholder of MAB-Z as a Director of Mabwe Minerals Inc.

 

On November 7, 2012 the principals of MAB-Z received approval from the Government of Zimbabwe to form a new parent holding corporation for the purpose of holding MAB-Z and its percentage investment stake in WGB Kinsey & Company (“Kinsey”.) The new company was Mabwe Corporation (PVT) LTD (“MAB-C”.) The new corporation owns 100% of MAB-Z and 25% of Kinsey. The Company owns a 49% stake in MAB-C the newly formed corporation; the remaining 51% ownership in MAB-C held by a director of the Company, Zimbabwean resident, Tapiwa Gurupira (50% ownership), with the remaining portion owned by Asswell Gurupira (1% ownership). MAB-C became the operating arm of Mabwe Minerals Inc., with the Company being the primary beneficiary of all the activities of MAB-C. At that time, the Company determined that MAB-C would be a Variable Interest Entity (VIE) with respect to guidance under ASC 810-10-5 and therefore consolidated the results of that entity into the Company’s financial statements.

 

On January 6, 2014, MAB-Z completed the process to acquire the mineral and metal rights to 110 hectares (272 acres) contiguous with Dodge Mines.

 

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

 

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

 

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

 

On March 30, 2015, the Company, entered into a Share Purchase and Asset Sale Agreement (the “SPA”) among Mabwe Minerals, Fonon Technologies, Inc. ("Fonon Technologies"), Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 32,524,161 shares of its common stock, to give Fonon Technologies 65% ownership of Mambwe’s' capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $10,401,030 which Fonon Technologies used in its laser material processing and consumables business. On July 29, 2015 the Company’s board of directors authorized a 1:10 reverse split.  All shares herein are reflected post-split in accordance with SAB Topic 4C.

 

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

 

On May 7, 2015 our Board of Directors approved and, on June 10, 2015, the holders of a majority of our voting capital stock approved a change of name of the Company to Fonon Corporation, a change of the Company's domicile from Wyoming to Delaware and adoption of a new Certificate of Incorporation, effective August 20, 2015.

  

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

 

At closing, Mabwe transferred all of its assets and liabilities including the 49% ownership interest in MAB-C and all accounts payable and related party payables to Raptor Resources Holdings Inc. to a company controlled by Al Pietrangelo so the Company will now engage in the business of 3D Laser Metal Printing.  As a result of this transfer, Mabwe was left with no assets or liabilities other than the assets acquired in the Fonon Technologies acquisition. Effective upon the closing date of the SPA, Al Pietrangelo, former President and CEO and sole director, resigned, and prior to such resignation appointed Dmitriy Nikitin to be the sole member of its Board.  Effective July 29, 2015 the Company executed 1:10 reverse stock split, and intends to issue Fonon Technologies an additional 65,000,000 shares of Mabwe Common Stock to achieve ownership by Fonon Technologies of 97,524,161 shares or 85% of Mabwe's 115,000,000 post-split issued and outstanding shares of capital stock, which includes a warrant issued to Al Pietrangelo, former President of Mabwe, to purchase 12,500,000 shares of the Company's common stock for a period of two years at an exercise price of .001 per share. The 12,500,000 warrants were calculated as part of the purchase price, however will not be issued until the reverse stock split becomes effective. As a result of the March 30, 2015 transaction with Fonon Technologies, all operations related to the exploration stage business of Mabwe have been reflected as discontinued operations.

 

Presentation as a Going Concern

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has a loss from continuing operations of $362,310 and $487,812 for the six months ended June 30, 2015 and 2014, respectively.  The Company also has an accumulated deficit of $88,659,681 and a working capital surplus of $1,179,520 at June 30, 2015 due to the acquisition of the inventory.

 

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

  

On August 1, 2011 CCE exercised its right as a secured lender against the Company’s assets since the Company was unable to pay its outstanding notes that were due and payable and held a public foreclosure sale of substantially all of the Company’s assets. CCE acquired all of these assets at a price of $100,000, which price was credited against the outstanding notes.  As a result of the public sale on August 1, 2011, the Company retained no material assets with which to continue its operations.  The Company sought companies or businesses with an interest in utilizing the Company as a public shell vehicle and in August 2011 signed a non-binding Letter of Intent with Raptor Resources Holdings Inc. (formerly Lantis Laser Inc. (OTCQB: RRHI) which on June 28, 2012 consummated the acquisition of an 80.14% controlling equity interest in the Company. Raptor Resources Holdings Inc. issued 500,000 post reverse split adjusted shares of their common stock to CCE and itself received 1,099,283 (post reverse split adjusted) shares in the Company to attain a 55.52% ownership as of June 28, 2012. The Company filed a Schedule 14C that was effective June 28, 2012 to amend its charter to increase the authorized shares of common stock of the Company to 500,00,000 shares. The Company issued 7,907,882 additional shares of common stock to Raptor Resources Holdings Inc. to bring the total percentage equity owned by Raptor Resources Holdings Inc. to 80.14%, and issued 1,351,075 shares of common stock to CCE in consideration of the conversion of the convertible notes outstanding to CCE. These convertible notes previously issued to CCE by Raptor Networks Technology, Inc. were converted after the Company engaged in a 1:10 reverse stock split.  On July 29, 2015 the Company’s board of directors authorized a 1:10 reverse split.  All shares herein are reflected post-split in accordance with SAB Topic 4c.

 

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

 

Prior to deconsolidation, the Company had classified all of the expenses associated with extraction as period expenses.  MAB-Z never made a shipment of barite and incurred significant cost relative to a startup mining company. Additionally, the incremental expense of either hiring an additional staff member or contracting with an outside party to have our lots certified and qualified in lots and specific grades of materials would have been significant and cost prohibitive. No one in the MAB-Z received a regular salary and was not in the position to bring on a staff member or incur the expense of routinely contracting with a qualified geologist or an otherwise expert in the field of classification and certification of barite as related to certain grades of qualities. Overall capital investment was substantial and MABZ  was  minimizing  its  cash  expenditures  prior  to  generating positive operational cash flow it is the intent of management to minimize cash outflow to only critical expenditures.

 

Additionally, the grade of mineral that MAB-Z currently had stockpiled was not the desired grade of Steinbock, Mab-Z's master distributer. Although management believed that the mineral in the form to be a saleable grade of the commodity MAB-Z neither had the current capacity to further refine the mineral to an acceptable grade nor the ability to find another buyer for it.

  

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

 

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

 

On December 28, 2014, the Company deconsolidated MAB-C, a VIE, on the basis that the Company no longer had the power to direct the activities that most significantly impacted MAB-C’s economic performance.

 

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