QUARTERLY REPORT 6/30/03
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 JUNE 30, 2003 .
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM 04/01/03 TO 06/30/03
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 JUNE 30, 2003.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES X NO
--- ---
RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES
CONTENTS
PAGE 1 CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2003
(UNAUDITED)
PAGE 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED
JUNE 30, 2003 AND 2002 (UNAUDITED)
PAGE 3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
PAGES 4 - 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 164,301
Investments, net 4,000
Accounts receivable, net 943,189
Inventories 259,874
Due from stockholder 16,470
Other current assets 1,808
-----------
Total Current Assets 1,389,642
-----------
PROPERTY AND EQUIPMENT - NET 1,094,965
-----------
OTHER ASSETS
Building option 500,000
Other receivables 66,533
Deposits 8,525
Goodwill 1,111,077
-----------
Total Other Assets 1,686,135
-----------
TOTAL ASSETS $ 4,170,742
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Cash overdraft $ 10,524
Accounts payable and accrued expenses 767,203
Loans payable - related parties 100,000
Capital lease - current 114,033
-----------
Total Current Liabilities 991,760
-----------
LONG-TERM LIABILITIES
Capital lease - non-current 400,510
Line of credit 2,808,000
Note payable 400,000
-----------
Total Long-Term Liabilities 3,608,510
-----------
TOTAL LIABILITIES 4,600,270
-----------
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 9,705,020
Note receivable - stockholder (1,580,404)
Treasury stock (49,107)
Other comprehensive loss (3,885)
Accumulated deficit (8,811,331)
Stock subscription receivable (178,700)
-----------
Total Stockholders' Deficiency (429,528)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 4,170,742
===========
See accompanying notes to condensed consolidated financial statements.
1
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
REVENUE $ 2,907,752 $ 30,000 $ 5,571,960 $ 30,000
COST OF GOODS SOLD 2,275,623 -- 4,265,491 --
------------ ------------ ------------ ------------
GROSS PROFIT 632,129 30,000 1,306,469 30,000
------------ ------------ ------------ ------------
OPERATING EXPENSES
Stock compensation -- -- 167,150 --
Selling expenses 202,373 -- 390,603 --
Settlement of vendor payables (329,999) -- (622,918) --
Other general and administrative 627,989 322,315 1,028,381 668,329
------------ ------------ ------------ ------------
Total Operating Expenses 500,363 322,315 963,216 668,329
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS 131,766 (292,315) 343,253 (638,329)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest income 293 85,351 388 101,035
Interest expense (53,079) (5,000) (191,900) (8,400)
------------ ------------ ------------ ------------
Total Other Income (Expense) (52,786) 80,351 (191,512) 92,635
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 78,980 $ (211,964) $ 151,741 $ (545,694)
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE
Net income (loss) $ 78,980 $ (211,964) $ 151,741 $ (545,694)
Preferred stock dividends (45,000) (45,000) (90,000) (45,000)
------------ ------------ ------------ ------------
NET INCOME (LOSS) AVAILABLE
TO COMMON SHAREHOLDERS $ 33,980 $ (256,964) $ 61,741 $ (590,694)
============ ============ ============ ============
Net income (loss) per common share
- basic and diluted $ 0.00 $ (0.00) $ 0.00 $ (0.01)
============ ============ ============ ============
Weighted average number of common
shares outstanding
- basic and diluted 48,887,681 47,579,989 48,887,681 44,205,802
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
2
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six For the Six
Months Ended June Months Ended June
30, 2003 30, 2002
--------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 151,741 $(545,694)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Stock issued for services 167,150 483,998
Depreciation 46,986 --
Non-cash gain on settlement of vendor payables (622,918) --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 7,937 (414)
Inventories (121,285) --
Royalty receivable -- 8,491
Stock subscription receivable -- 6,500
Other assets (54,365) 3,735
Deposits (6,000) (16,470)
Increase (decrease) in:
Cash overdraft (16,804) --
Accounts payable (6,671) (20,548)
Deferred revenue -- 20,000
--------- ---------
Net Cash Used In Operating Activities (454,229) (60,402)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from contract receivable -- 135,971
Proceeds from note receivable - stockholder -- 14,500
Proceeds from loan receivable -- (14,400)
Proceeds on due from shareholder -- 3,070
Purchases of property and equipment (16,184) --
Restricted cash 355,635 --
--------- ---------
Net Cash Provided By Investing Activities 339,451 139,141
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit (17,000) --
Proceeds from loan payable - related party -- 4,000
Payments on loan payable - related party (50,125) (153,736)
Proceeds from note receivable - stockholder -- 1,400
Payments on capital lease (58,173) --
Proceeds from notes payable 400,000 --
Dividend payment on preferred stock (5,000) --
--------- ---------
Net Cash Provided By (Used in) Financing Activities 269,702 (148,336)
--------- ---------
NET INCREASE (DECREASE) IN CASH 154,924 (69,597)
CASH - BEGINNING OF PERIOD 9,377 105,135
--------- ---------
CASH - END OF PERIOD $ 164,301 $ 35,538
========= =========
SUPPLEMENTAL DISCLOSURE OF-CASH FLOW INFORMATION:
Cash paid for interest expense $ 191,900 $ 8,400
========= =========
See accompanying notes to condensed consolidated financial statements.
3
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 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 JUNE 30, 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
note is secured by the assets of J&B Produce (See Note 9).
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
During the three months ended June 30, 2003, the Company paid cash
dividends of $5,000 on the Class A preferred stock. As of June 30, 2003,
the Company has accrued dividends of $175,000 due on the Class A
preferred stock.
NOTE 5 COMMITMENTS AND CONTINGENCIES
(A) LAWSUITS
As of June 30, 2003, the Company and its insurance company have come to
an agreement to settle all unresolved legal fees related to the prior
operations and management of the Company. The Company has recorded a gain
on the settlement of vendor payables of $622,918.
(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. The
former officers and directors have withheld insurance proceeds of $66,533
until the Company and the former officers and directors can reach an
agreement.
5
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
(UNAUDITED)
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 June 30:
2003 Produce Other Total
------------ ---------- ------------
Revenues $ 5,571,960 $ - $ 5,571,960
Segment profit (loss) (159,907) 311,648 151,741
Total assets 3,902,550 268,192 4,170,742
Additions to long-lived assets 1,184 15,000 16,184
Depreciation and amortization 45,916 1,070 46,986
2002
Revenues $ - $ 30,000 $ 30,000
Segment loss - (545,694) (545,694)
Total assets - 693,829 693,829
Additions to long-lived assets - - -
Depreciation and amortization - - -
NOTE 7 COMPREHENSIVE INCOME (LOSS)
The Company follows SFAS No. 130, "Reporting Comprehensive Income". This
statement establishes standards for reporting and displaying
comprehensive income (loss) and its components.
6
RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
(UNAUDITED)
The components of other comprehensive income (loss) are as follows:
For the Six Months
Ended June 30, For the Six Months
2003 Ended June 30, 2002
------------------ -------------------
Net Income (loss) $ 151,741 $ (545,694)
Change in Net Unrealized gain on
Securities 3,000 -
---------------- -------------
Comprehensive Income (loss) $ 154,741 $ (545,694)
================ =============
NOTE 8 GOING CONCERN
As shown in the accompanying condensed consolidated financial statements,
the Company incurred a negative cash flow from operations of $454,229,
has an accumulated deficit of $8,811,331 and a stockholders' deficiency
of $429,528. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
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.
NOTE 9 SUBSEQUENT EVENT
(A) NOTE PAYABLE
On July 2, 2003, the Company received the remaining $400,000 of note
payable proceeds to exercise its option on the cold storage facility. The
Company acquired the cold storage facility on July 2, 2003.
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.
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.
8
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, the Company had a stockholder's deficiency of $429,528. As
of June 30, 2003 the Company incurred net profit of $151,741. 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,
and from the first fiscal quarter of 2003 to the second fiscal quarter of 2003,
are attributable to the acquisition of and operations of J&B Wholesale Produce.
The management of J&B continues to pursue more higher yielding produce
customers, which should improve long-term liquidity. In addition, management has
set minimum daily order amounts, and sought to limit the number of smaller,
unprofitable or less profitable accounts which it services, to further expand
the business and maximize profit while limiting the cost per delivery of the
company. Management continues to streamline the day-to-day operations of J&B,
has moved most back-office activities away from the produce warehouse facility,
and has upgraded the computers of the company.
The company closed on the real property which houses J&B Wholesale Produce, Inc.
The funds to close on the property were provided by the lender, Gelpid
Associates LLC.
Management feels that the company has adequate disclosure controls and
procedures in place to insure the accurate and timely reporting of the financial
condition of the company to it's auditors, and to the public.
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.
9
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.
On July 15, 2003 the company entered into a loan extension agreement with it's
lender, Gelpid Associates LLC. Under the express terms of the 2002 loan to the
company in the amount of $2,825,000, the company was obligated to make a minimum
payment to reduce the principal balance of the loan of $250,000 by July 1, 2003.
Under the express terms of the loan extension agreement, the lender waived the
requirement of payment of the unpaid sums due for principal reduction under the
2002 loan until July 2, 2004.
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.
10
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.
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: July 29, 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)
11
CERTIFICATIONS
I, Paul F. Lovito Jr., certify that:
1. I have review this Quarterly Report on form 10QSB of Raptor
Investments, Inc.
2. Based on my knowledge, this Quarterly 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 Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly 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 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 Quarterly
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 Quarterly Report (the "Evaluation Date"); and
c. Presented in this Quarterly 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 Quarterly 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: July 29, 2003
PAUL F. LOVITO JR.
------------------------
CHAIRMAN, PRESIDENT, CHIEF
EXECUTIVE OFFICER
AND DIRECTOR
12
CERITIFCATIONS
I, Matthew J. Lovito, certify that:
1. I have review this Quarterly Report on form 10QSB of Raptor
Investments, Inc.
2. Based on my knowledge, this Quarterly 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 Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly 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 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 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 Report (the "Evaluation Date"); and
c. Presented in this Quarterly 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 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: July 29, 2003
MATTHEW J. LOVITO
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CHIEF FINANCIAL OFFICER,
TREASURER AND DIRECTOR
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
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