SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 .
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM 01/01/03 TO 03/31/03
COMMISSION FILE NUMBER 0-23026
RAPTOR INVESTMENTS, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA 22-3261564
----------------------------------- ------------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) NO.)
105 N.W. 13 AVENUE, POMPANO BEACH, FLORIDA 33069
--------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
954-695-0195
(ISSUER'S TELEPHONE NUMBER INCLUDING AREA-CODE)
(FORMER NAME, FORMER ADDRESS AND
FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 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
APPLICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
STOCK AS OF THE LATEST PRACTICABLE DATE:
COMMON STOCK, $.01 PAR VALUE - 48,887,681 SHARES AS OF March 31, 2003.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES X NO
--- ---
RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF MARCH 31, 2003
RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES
CONTENTS
PAGE 1 CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2003
(UNAUDITED)
PAGE 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)
PAGE 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED)
PAGES 5 - 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 342,095
Restricted cash 262,724
Investments, net 1,000
Accounts receivable, net 927,187
Inventories 233,443
Due from stockholder 16,470
Other current assets 10,076
-----------
Total Current Assets 1,792,995
-----------
PROPERTY AND EQUIPMENT - NET 1,105,623
-----------
OTHER ASSET
Building option 500,000
Deposits 11,050
Goodwill 1,111,077
-----------
Total Other Assets 1,622,127
-----------
TOTAL ASSETS $ 4,520,745
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Cash overdraft $ 83,987
Accounts payable and accrued expenses 1,077,106
Loans payable - related parties 101,442
Capital lease - current 111,528
-----------
Total Current Liabilities 1,374,063
-----------
LONG-TERM LIABILITIES
Capital lease - non-current 428,190
Line of credit 2,825,000
Note payable 400,000
-----------
Total Long-Term Liabilities 3,653,190
-----------
TOTAL LIABILITIES 5,027,253
-----------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.01 par value,
5,000,000 shares authorized,
Class A, $.01 par value, 15 shares
issued and outstanding 1
Common stock, $.01 par value,
100,000,000 shares authorized,
48,887,681 shares issued and
outstanding 488,878
Additional paid-in capital 9,710,020
Note receivable - stockholder (1,580,404)
Treasury stock (49,107)
Other comprehensive loss (6,885)
Accumulated deficit (8,890,311)
Stock subscription receivable (178,700)
-----------
Total Stockholders' Deficiency (506,508)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 4,520,745
===========
See accompanying notes to condensed consolidated financial statements.
1
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months For the Three Months
Ended March 31, 2003 Ended March 31, 2002
-------------------- --------------------
REVENUE $ 2,664,208 $ --
COST OF GOODS SOLD 1,989,868 --
------------ ------------
GROSS PROFIT 674,340 --
------------ ------------
OPERATING EXPENSES
Selling expenses 188,230 --
Settlement of vendor payables (292,919) --
Other general and administrative 567,542 346,014
------------ ------------
Total Operating Expenses 462,853 346,014
------------ ------------
INCOME (LOSS) FROM OPERATIONS 211,487 (346,014)
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 95 15,684
Interest expense (138,821) (3,400)
------------ ------------
Total Other Income (Expense) (138,726) 12,284
------------ ------------
NET INCOME (LOSS) $ 72,761 $ (333,730)
============ ============
NET INCOME (LOSS) PER SHARE
Net income (loss) $ 72,761 $ (333,730)
Preferred stock dividends 45,000 --
------------ ------------
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 27,761 $ (333,730)
============ ============
Net income (loss) per common share -
basic and diluted $ -- $ --
============ ============
Weighted average number of
common shares outstanding - basic and diluted 48,887,681 40,794,124
============ ============
See accompanying notes to condensed consolidated financial statements
2
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months For the Three Months
Ended March 31, 2003 Ended March 31, 2002
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 72,761 $(333,730)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Stock issued for services 167,150 100,000
Depreciation 22,958 --
Non-cash gain on settlement of vendor payables (292,919) --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 23,939 8,496
Inventories (94,854) --
Accrued interest receivable -- (15,684)
Other current assets 3,900 1,400
Deposits (8,525) 3,870
Increase (decrease) in:
Cash overdraft 56,659 2,203
Accounts payable (26,767) 71,959
--------- ---------
Net Cash Used In Operating Activities (75,698) (161,486)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from contract receivable -- 39,900
Purchases of property and equipment (2,814) --
Restricted cash 92,911 --
--------- ---------
Net Cash Provided By Investing Activities 90,097 39,900
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on loan payable - related party (48,683) 5,000
Proceeds from note receivable - stockholder -- 13,000
Payments on capital lease (32,998) --
Proceeds from notes payable 400,000 --
--------- ---------
Net Cash Provided By Financing Activities 318,319 18,000
--------- ---------
NET INCREASE (DECREASE) IN CASH 322,718 (103,586)
CASH - BEGINNING OF PERIOD 9,377 105,134
--------- ---------
CASH - END OF PERIOD $ 342,095 $ 1,548
========= =========
SUPPLEMENTAL DISCLOSURE OF-CASH FLOW INFORMATION:
Cash paid for interest expense $ 138,821 $ --
========= =========
See accompanying notes to condensed consolidated financial statements.
3
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2003
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally
accepted in The United States of America and the rules and regulations
of the Securities and Exchange Commission for interim financial
information. Accordingly, they do not include all the information
necessary for a comprehensive presentation of financial position and
results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results for
the interim period are not necessarily indicative of the results to be
expected for the year.
For further information, refer to the financial statements and footnotes
for the year ended December 31, 2002 included in the Company's Form
10-KSB.
(B) USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.
(C) PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of
Raptor Investments, Inc. and its wholly owned subsidiaries LBI
Properties, Inc., LBI Eweb Communities, Inc., and J&B Wholesale Produce,
Inc., (from July 2, 2002, date of acquisition) (collectively, the
"Company"). All intercompany accounts and transactions have been
eliminated in consolidation.
NOTE 2 INVENTORIES
Inventories consist of purchased produce, fruit and vegetables and is
valued at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.
4
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2003
(UNAUDITED)
NOTE 3 NOTE PAYABLE
During 2003, the Company issued a 10% note payable of $800,000 due March
8, 2008 with interest only payments due monthly. The Company initially
received $400,000 for working capital and will receive the remaining
$400,000 to exercise its option on acquiring a cold storage facility.
The Company intends to close on the facility during the second quarter
of 2003. The note is secured by the assets of J&B Produce.
NOTE 4 STOCK ISSUANCES
(A) COMMON STOCK WARRANTS
During 2003, the Company issued 1,500,000 common stock warrants at an
exercise price of $.05 to consultants for services. Using the
Black-Scholes model, the warrants were valued at $167,150 using the
following assumptions; no annual dividend, volatility of 315%, risk-free
interest rate of return of 3.0% and a term of one year.
(B) PREFERRED STOCK DIVIDENDS
As of March 31, 2003, the Company has not paid accrued dividends of
$135,000 on the Class A preferred stock.
NOTE 5 COMMITMENTS AND CONTINGENCIES
(A) LAWSUITS
The Company is involved in various unresolved legal actions and
administrative claims related to the prior operations and management of
the Company. The Company has accrued $468,000 in legal fees at March 31,
2003 related to these legal matters. The Company is currently in
negotiations with an insurance company to recover a portion of this
amount. In addition, the Company's legal counsel is currently holding
approximately $243,000 of funds for settlement of the outstanding
liabilities.
During the first quarter of 2003, management determined that certain
amounts related to the prior operations and management of the Company
had been settled and the Company recorded a gain on the settlement of
vendor payables of $292,919.
5
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2003
(UNAUDITED)
(B) STOCK REPURCHASE
The Company entered into an agreement to repurchase certain outstanding
shares of common stock from two former officers and directors at a
tender price of $0.20 per share. The tender price offer is guaranteed by
the Company's President and Chief Financial Officer. The total shares
owned by the former officers and directors is approximately 1,691,000.
As of the date of this report, the Company is in default of the
agreement.
NOTE 6 SEGMENT INFORMATION
The Company operates in two business segments, Produce and Other. The
Company operates the Produce segment through its wholly owned subsidiary
J&B Wholesale Produce, Inc. ("J&B"). J&B receives its revenues from
selling produce wholesale to restaurants and stores. Raptor Investments,
Inc., LBI Properties, Inc. and LBI Eweb Communities, Inc. do not meet
the quantitative thresholds for a reportable segment and are therefore
included in the Other segment. The accounting policies of the segments
are the same as described in the summary of significant accounting
policies. The Company evaluates segment performance based on income from
operations. All intercompany transactions between segments have been
eliminated. As a result, the components of operating loss for one
segment may not be comparable to another segment. The following is a
summary of the Company's segment information for the period ended March
31:
2003 Produce Other Total
----------- ----------- -----------
Revenues $ 2,664,208 $ -- $ 2,664,208
Segment profit (loss) (5,948) 78,709 72,761
Total assets 3,845,051 675,694 4,520,745
Additions to long-lived assets 2,814 -- 2,814
Depreciation and amortization 22,958 -- 22,958
2002
Revenues $ -- $ -- $ --
Segment loss -- (333,730) (333,730)
Total assets -- 741,840 741,840
Additions to long-lived assets -- -- --
Depreciation and amortization -- -- --
NOTE 7 GOING CONCERN
As shown in the accompanying condensed consolidated financial
statements, the Company incurred a negative cash flow from operations of
$75,698, has an accumulated deficit of $8,890,311 and a stockholders'
deficiency of $506,508. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
6
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2003
(UNAUDITED)
Management's plan for the Company in regards to these matters is to
continue to grow the produce operations of the business through the J&B
Produce subsidiary, which management believes will provide the necessary
revenue and earnings to enhance shareholder value. Management intends to
focus the business on profitable core customers and reduce costs using
inventory controls. The Company is also actively seeking to refinance
its long-term line of credit on terms more favorable to the Company.
Management believes that the actions presently taken to reduce operating
costs and obtain refinancing provide for the Company to operate as a
going concern.
7
PART I ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
FORWARD LOOKING STATEMENTS
--------------------------
When used in this Quarterly Report, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimate", "projected",
"intends to" or similar expressions are intended to identify "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The Company's forward-looking statements reflect the company's best
judgment based on current information and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, these statements. Readers are cautioned that they
should not place undue reliance on any forward-looking statements because such
statements speak only as of the date they are made.
PLAN OF OPERATION
-----------------
The Company closed on the Acquisition of J&B Wholesale Produce, Inc. on July 2,
2002 and the Acquisition was reported on Form 8-K, which form is incorporated
herein and made a part hereof by reference.
8
The Company completed the acquisition of LBI E Web Communities, Inc. LBI E Web
is an Internet related holding company that currently owns the following five
domain names: FinanceItOnTheWeb.com (a financial services directory site),
Brassbulls.com (a public relations and financial information site),
MyEnumber.com (an online address book and one stop Rolodex), Homewaiter.com (a
food delivery and information site), and Mimesaro.com (a Spanish food delivery
and information site). The Brassbulls.com website was completed in April 2002
and is fully operational. LBI E Web plans to create a network of self-developed
websites covering a diverse universe of subjects.
The Company continues to pursue business consulting contracts from publicly
traded and privately held companies. The Company plans to provide consultation
in various areas including: mergers and acquisitions; venture capital; public
relations; restructuring and financing. The Company plans to market its services
to publicly traded and privately held companies through referrals and
advertising in various business publications.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had a stockholder's deficiency of $4,520,745.
As of March 31`, 2003 the Company incurred net profit of $72,761. The Company
plans to generate revenue in the future by retaining business consulting clients
in the private and public sector. In addition, the Company plans to seek the
acquisition of additional income producing assets such as J&B Wholesale Produce,
Inc.
Management feels that liquidity, cash available for operations, and business
conditions generally are favorable to the continued operations, and expansion,
of the company's J&B Wholesale Produce Operations. The material positive
changes in the financial condition of the company, from the like period in
fiscal 2002, are attributable to the acquisition of and operations of J&B
Wholesale Produce. J&B continues to pursue more, and higher yielding, produce
customers, which should improve long-term liquidity.
The company anticipates that a closing on the real property which houses J&B
Wholesale Produce, Inc. will take place within the second or third quarter of
2003. The funds to close on the property will be provided by the lender, Gelpid
Associates LLC. The loan for the closing funds has already been approved and
closed and the funds are readily available.
9
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-------------------------
The company included a full report of all litigation pending in it's annual
report for the period ending December 31, 2002. That report is incorporated
herein and made a part hereof by reference. Everything contained within this
quarterly report is subject to the information contained within that annual
report. In the opinion of management there are no outstanding litigation issues
which threaten the viability of the company as an ongoing concern.
From time to time, the Company is involved as plaintiff or defendant in various
legal proceedings arising in the normal course of its business. While the
ultimate outcome of these various legal proceedings cannot be predicted with
certainty, it is the opinion of management that the resolution of these legal
actions should not have a material effect on the Company's financial position,
results of operations or liquidity.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-------------------------------------------------
On June 27, 2002 the Company issued fifteen (15) shares of Preferred Stock,
Class A, to Mr. Christian T. Chiari in exchange for certain financial consulting
services provided to the Company by Mr. Chiari, including the acquisition by Mr.
Chiari of funding from Gelpid Associates, LLC in order that the Company could
close on it's acquisition of J&B Wholesale Produce, Inc. The acquisition of J&B
Wholesale Produce, Inc., and a description of the transaction between the
Company and Gelpid Associates LLC is contained within the 8-K filing of the
Company which is incorporated herein and made a part hereof by reference.
The Preferred Stock, Class A, has an annual dividend of $12,000 per share,
payable in equal quarterly installments beginning with the date of issue. The
Preferred Stock, Class A is convertible, in whole, but not in part, into so many
shares of the Common Stock of the Company as equals one half of one percent
(0.5%) of the total number of shares of issued and outstanding Common Stock of
the Company on the date of conversion. However, no shares of Preferred Stock,
Class A, is convertible into more than 375,000 Common shares.
10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
Not Applicable
ITEM 5. OTHER INFORMATION
The Company completed the acquisition of J&B Wholesale Produce, Inc. ("J&B") on
July 1, 2002. J&B is engaged in the wholesale produce business in Florida.
In order to effectuate the purchase, Raptor and J & B borrowed $2,825,000. from
Gelpid Associates LLC ("Gelpid") a Florida Limited Liability Company. A
promissory note ("Note") in the amount of $2,825,000. was executed. The Note has
a term of three years, and bears interest at the rate of LIBOR plus ten percent,
adjusted monthly. The minimum monthly payment due under the Note is accrued
interest only. There is no prepayment penalty under the Note.
The Note is secured by the machinery, equipment, furniture, fixtures, inventory,
accounts receivable, work in progress, , motor vehicles, computer hardware and
computer software of J & B. UCC-1 Financing Statements have been filed by Gelpid
and Gelpid has taken possession of the titles to all of the motor vehicles owned
by J&B as per the Terms of the Loan Agreement between Raptor and Gelpid.
Contemporaneously with the execution of the Note, Raptor and J & B entered into
a loan agreement with Gelpid which permits Gelpid to either appoint one member
to the Board of Directors of Raptor and J & B, or at the election of Gelpid to
appoint an observer to be present at the meetings of the Board of Directors of
Raptor and J & B. Upon the request of Gelpid, Mr. Don A. Paradiso of Pompano
Beach, Florida was appointed to the Board during the period. The qualifications
of Mr. Paradiso are contained with the annual report of the company for the
period ending December 31, 2003, which is incorporated herein and made a part
hereof by reference.
The loan agreement requires, in addition to the minimum monthly interest
payments under the Note, that the principal balance due under the Note be
reduced by an amount equal to the greater of $250,000. per annum or 50% of net
operating earnings of J & B per fiscal quarter.
11
ITEM 6. EXHIBITS
--------------------------
(a) EXHIBITS.
The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
(a) Financial Data Schedule
--------------------
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
RAPTOR INVESTMENTS, INC.
DATED: March 31, 2003
BY: /S/ PAUL LOVITO
------------------
PAUL LOVITO,
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
BY: /S/ MATTEW LOVITO
-----------------------
MATTHEW LOVITO,
TREASURER AND CHIEF FINANCIAL OFFICER
(PRINCIPAL ACCOUNTING OFFICER)
12
CERITIFCATIONS
I, Paul F. Lovito Jr., certify that:
1. I have review this Annual Report on form 10KSB of Raptor Investments,
Inc.
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and of, the periods presented in
this Annual Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Annual Report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with in 90 days prior to the filing date
of this Annual Report (the "Evaluation Date"); and
c. Presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this Annual Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2003
PAUL F. LOVITO JR.
------------------------
CHAIRMAN, PRESIDENT, CHIEF
EXECUTIVE OFFICER
AND DIRECTOR
CERITIFCATIONS
I, Matthew J. Lovito, certify that:
1. I have review this Annual Report on form 10KSB of Raptor Investments,
Inc.
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and of, the periods presented in
this Annual Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Annual Report is
being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with in 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and
c. Presented in this Annual Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 14, 2003
MATTHEW J. LOVITO
----------------------
CHIEF FINANCIAL OFFICER,
TREASURER AND DIRECTOR
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)