Edgar Filing: RAPTOR INVESTMENTS INC

ANNUAL REPORT 12/31/03

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF

1934 For the fiscal year ended
December 31, 2003.

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER 0-23026

RAPTOR INVESTMENTS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Florida 22-3261564
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

105 NW 13th Street
Pompano Beach, Florida 33069
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(Address of principal (Zip Code)
executive offices)

Registrant's telephone number including area code: (954) 346-5799
--------------

SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:

COMMON STOCK
(Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this Form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. Yes X No

The issuer's revenues for the fiscal year ended December 31, 2003 were
$ 11,135,407.

As of December 31, 2003, there were 48,887,681 shares of Common Stock
outstanding. Based on the average high and low bid prices of the Common Stock on
December 31, 2003, the approximate aggregate market value of Common Stock held
by non-affiliates was $ 591,663.(1)

DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits are incorporated by reference to the Registrant's Registration
Statement on Form SB-2 and the amendments thereto, and the Registrant's Annual
Reports on Form 10-KSB for the fiscal years ended December 31, 1995, December
31, 1996, December 31, 1997, December 31, 1998, December 31, 1999, December 31,
2000 December 31, 2001 and December 31, 2002 as listed in response to
Item 13(a)(2).

Transitional Small Business Disclosure Format (check one): Yes No X
--- ---

(1) The aggregate dollar value of the voting stock set forth equals the number
of shares of the Company's Common Stock outstanding, reduced by the amount of
Common Stock held by officers, directors and shareholders owning in excess of
10% of the Company's Common Stock, multiplied by the average of the high and low
bid prices for the Company's Common Stock on December 31, 2003. The information
provided shall in no way be construed as an admission that any officer, director
or 10% stockholder in the Company may or may not be deemed an affiliate of the
Company, or that he/it is the beneficial owner of the shares reported as being
held by him/it, and any such inference is hereby disclaimed. The information
provided herein is included solely for record keeping purposes of the Securities
and Exchange Commission.

PART I

ITEM 1. BUSINESS

FORWARD LOOKING STATEMENTS

When used in this Annual 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. Such
statements are subject to certain risks and uncertainties, including but not
limited to the Company's history of losses and cash flow deficit; lack of
liquidity; volatility of market price of common stock and warrants; possible
adverse effect of penny stock rules and liquidity of the Company's securities;
dividend policy; and control by directors and executive officers, that could
cause the Company's actual results to differ materially from historical earnings
and those presently anticipated or projected. Such factors, which are discussed
in Risk Factors, Business and Management's Discussion and Analysis of Financial
Condition and Results of Operations and the notes to consolidated financial
statements, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods expressed in the
Annual Report. As a result, potential investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. See Risk Factors Business and Management's Discussion and Analysis of
Financial Condition and Results of Operations.

GENERAL

For a discussion of certain factors, which should be considered in evaluating
the Company and its business, see Risk Factors.

Raptor Investments, Inc., formerly Paramark Enterprises, Inc., (the Company), a
Florida corporation, was originally formed in December 1985 , under the name
T.J. Cinnamons, Inc., as a franchiser of specialty retail bakeries. Previous
management acquired the Company from its founders in 1992, sold the retail
bakeries and franchise system in 1996 to Triarc Restaurant Group, and
subsequently developed the Company into a wholesale manufacturer and distributor
of specialty bakery products. The majority of the wholesale bakery operations
were sold to Rich Products Manufacturing Group in December 2000 with the
remaining assets sold to Brooks Street Companies, Inc. in October 2000. In
August 2001, the Company completed the sale of 500,000 shares of the Company's
common stock in a privately negotiated transaction for a purchase price of
$30,000. The shares were sold to a group of investors. Pursuant to the
transaction, the former officers and directors resigned and were replaced by the
investors. In December 2001, the Company entered into agreements to acquire LBI
Properties, Inc., a development stage real estate holding company, and LBI E Web
Communities, Inc., an internet-related holding company. The acquisition of these
companies was closed on January 7, 2002. These companies were held by the
current management prior to their acquisition by the Company. In October 2001
the Company changed its name to Raptor Investments, Inc. and changed its trading
symbol to RAPT. The Company's Common Stock is publicly traded on the OTC
Bulletin Board under the symbol RAPT.

In August 2001, the Company completed and closed upon the sale of
500,000 shares of the Company's common stock in a privately negotiated
transaction for a purchase price of $30,000 to investors, Paul, Matthew and Marc
Lovito (the "Lovitos"). Pursuant to the Agreement, on September 22, 2001, the
Company's officers and directors, Charles Loccisano, Alan Gottlich,
Philip Friedman and Paul Begun, resigned and were replaced by the Lovitos on the
board. In addition, on September 26, 2001, Paul Lovito became the Chairman,
President and Chief Executive Officer replacing Alan Gottlich and Charles
Loccisano. Marc Lovito became Vice President and Secretary replacing Alan
Gottlich, and Matthew Lovito became the Company's Treasurer and Chief Financial
Officer replacing Alan Gottlich.

This transaction is referred to as the "Lovito Transaction" and is described in
full in the Company's previous reports. Reference is made to Form 10-KSB for the
period ended December 31, 2002 which is incorporated herein and made a part
hereof by reference.

LBI Properties, Inc. Transaction. In December 2001, the Company entered into an
Acquisition Agreement with LBI Properties, Inc., a Florida corporation, and the
shareholders of LBI Properties. The shareholders of LBI Properties include the
Company's Chairman, President and CEO Paul F. Lovito,Jr., the Company's CFO and
Treasurer Matthew J. Lovito and the Company's Vice President and Director Marc
A. Lovito, officers and directors of the Company. Pursuant to the Acquisition
Agreement, the Company effected the stock exchange at the rate of 1:5. The
Company acquired all of the issued and outstanding shares of the Common Stock of
LBI Properties in exchange for the issuance of 19,974,298 shares of the Common
Stock of the Company to be delivered to the LBI Properties shareholders on a
pro-rata basis. This acquisition closed on January 7, 2002.

LBI E Web Communities, Inc. Transaction. In December 2001, the Company entered
into a Stock Acquisition Agreement with the Company's Chairman, President and
CEO Paul F. Lovito, Jr., the Company's CFO and Treasurer Matthew J. Lovito,
Company's Vice President and Director Marc A. Lovito, Darrin Lovito and LBI
Capital Partners, L.P., a limited partnership in which the Company's Chairman,
President and CEO is a general partner, as shareholders of LBI E Web
Communities, Inc., a Florida corporation. Pursuant to the Stock Agreement, the
Company effected the stock exchange at the rate of 1:3. The Company acquired all
of the issued and outstanding shares of the Common Stock of LBI E Web in
exchange for the issuance of 19,800,000 shares of the Common Stock of the
Company to be delivered to the LBI E Web shareholders on a pro-rata basis. This
acquisition closed on January 7, 2002. 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).

Raptor Merger Transaction. In December 2001., current management and the
majority shareholders approved and effected a corporate reorganization, the
principal feature of which was to transfer the Company's legal domicile from
Delaware to Florida pursuant to an Agreement and Plan of Merger between the
Company and its wholly-owned subsidiary, Raptor Investments, Inc., a Florida
corporation, wherein the Florida corporation was the surviving corporation.

The J&B Wholesale Produce, Inc. transaction. Effective July 2, 2002 Raptor
acquired 100% of the issued and outstanding stock of J&B Wholesale Produce,
Inc., from Gennaro Mugnano, in exchange for $2,325,000., as described in the 8-K
document filed with the SEC on July 2, 2002. Raptor and J&B borrowed $2,825,000.
from Gelpid Associates, LLC, a Florida Limited Liability Company, in order to
complete the acquisition. A true and correct copy of the Stock Purchase
Agreement is included in the 8-K filing and is incorporated herein by reference.
The loan to Raptor by Gelpid Associates LLC was personally guaranteed by the
President of Raptor, Mr. Paul Lovito. J&B is engaged in the wholesale produce
industry. Pursuant to the Stock Purchase Agreement, Raptor acquired 1000 shares
of J&B common Stock, par value $0.01, and J&B became a wholly-owned subsidiary
of Raptor. J&B was incorporated in Florida as a for-profit corporation on May
16, 1994. The loan from Gelpid Associates is evidenced by a note, which has a
term of three years and bears interest at the rate of LIBOR plus ten percent per
annum. 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, works
in progress, motor vehicles, and computer hardware and software of J&B. Raptor
has received an additional loan from Gelpid in the amount of $800,000. With
which Raptor (1) closed on the purchase of the cold storage warehouse housing
J&B located in Pompano Beach, Florida in the amount of $400,000., and (2)
utilized approximately $400,000. to expand J&B as a retail seller of fruits,
vegatables, dairy products and prepared foods.

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.

The foregoing summaries of the Lovito Agreement, the LBI Properties, Inc.
Agreement, the LBI E Web Agreement, the J&B Wholesale Produce, Inc. agreement
and the Raptor Merger are only a brief description of the agreements and are
qualified in their entirety by the detailed provisions of the agreements which
were filed as exhibits to the Company's Current Report on Form 8-K filed on
August 23, 2001 (Lovito Transaction), Schedule 14C filed on December 3,
2001(Raptor Merger) and Form 8-K filed on January 7, 2002 (LBI Properties, Inc.
and LBI E Web Communities, Inc. Transaction) and the Form 8-K filed on July 2,
2003 (J&B transaction) are incorporated herein by reference.

The Factoring Arrangement.

The Company has entered into a factoring arrangement with American Millennium
Investment Corporation. Commencing on October 6, 2003, the Company has received
a line of credit against pledged receivables in the total amount of $1,100,000.
As of December 31, 2003 the Company had drawn down $805,000. under the factoring
agreement. Gelpid Associates LLC, the Company's principal lender, agreed to
subordinate it's first perfected lien position on the Company's receivables in
order to make the factoring arrangement possible. Gelpid Associates LLC and
American Millennium Investment Corporation are related entities.

Management believes that the factoring arrangement will allow the Company to
expand at a faster rate, and more broadly, than would have been possible without
factoring. The factoring arrangement has allowed the Company to compete for
larger, national chain restaurant accounts which frequently require terms as
long as sixty days for payment. Also, the Company can pursue large accounts such
as cruise lines and tourist facilities which would otherwise be out of the reach
of the Company.

Risk Factors

In addition to the other information in this report, the following information
should be considered carefully by investors in evaluating the Company and its
business.

(a) History of Operating Losses; Operating Cash Flow Deficit. The Company has
had net operating losses since 1988. For the fiscal year ended December 31,
2003, the Company's net operating income on a going concern basis was $ 49,911.
See Management's Discussion and Analysis of Financial Conditions and Results
of Operations.

(b) Lack of Liquidity; Volatility of Market Price of Common Stock. The Common
Stock of the Company was delisted from the Nasdaq SmallCap Market on January 7,
1998 and is presently quoted and traded on the OTC Bulletin Board. As a result,
the purchaser of the Company's securities may find it more difficult to dispose
of, or to obtain accurate quotations as to the market value of the Common Stock.
Consequently, there can be no assurance that an active and liquid market for the
Common Stock or the uniform quotation of prices for the Common Stock can be
sustained. The market price for the Company's Common Stock may also be
significantly affected by such factors as the introduction of new products by
the Company or its competitors. Additionally, in recent years, the stock market
has experienced a high level of price and volume volatility, and market prices
for many companies, particularly small and emerging growth companies, the
securities of which trade in the over-the-counter market, have experienced wide
price fluctuations not necessarily related to the operating performance of such
companies. The market price and liquidity of the Company's Common Stock may also
be significantly affected by the general business condition of the Company.

As a result of the delisting of the Company's securities from the Nasdaq
SmallCap Market, sales of the Company's securities are within the scope of
Securities and Exchange Commission rules that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other that
their established customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with a net worth in excess of
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by that rule, the broker-dealer
must make a special suitability determination with respect to each purchaser,
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
the Company's securities and also may affect the ability of current shareholders
to sell their securities in the secondary market. There can be no assurance that
trading of the Company's securities will not be adversely affected by the
Company's failure to comply with these or other regulations that could adversely
effect the market for such securities.

(c) Effect of Penny Stock Rules on Liquidity for the Company's Securities. The
Securities and Exchange Commission (the Commission) regulations define a penny
stock to be an equity security not registered on a national securities exchange,
or for which quotation information is disseminated on the Nasdaq SmallCap Market
that has a market price (as therein defined) of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exemptions. For
any transaction involving a penny stock, unless exempt, the rules require
delivery, prior to a transaction in a penny stock, of a disclosure schedule
prepared by the Commission relating to the penny stock market. Disclosure is
also required to be made about commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.
Finally, monthly statements are required to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.

The foregoing required penny stock restrictions apply to the Company's
securities if such securities continue to be listed on the OTC Bulletin Board,
and have certain price and volume information provided on a current and
continuing basis or meet certain minimum net tangible assets or average return
criteria. In any event, even if the Company's securities were exempt from such
restrictions, the Company would remain subject to Section 15(b)(6) of the
Securities Exchange Act of 1934, as amended, which gives the Commission the
authority to prohibit any person that is engaged in unlawful conduct while
participating in a distribution of a penny stock from associating with a
broker-dealer or participating in a distribution of a penny stock, if the
Commission finds that such a restriction would be in the public interest. Since
the Company's securities are subject to the rules on penny stocks, the market
liquidity for the Company's securities could be materially and adversely
affected. Any disruption in the liquid market of the Company's Common Stock
could limit the Company's access to the equity markets in the future, and could
have a materially adverse effect on the Company's business, financial conditions
and results of operations.

(d) Dividend Policy. To date, the Company has not paid any dividends on its
Common Stock. The Board of Directors does not anticipate declaring any cash
dividends on its Common Stock in the foreseeable future. Future dividends, if
any, will be dependent upon the results of operations and financial condition of
the Company, tax considerations, industry standards, economic conditions,
general business practices and other factors.

The company has an obligation to pay dividends on it's preferred stock, Class A,
as noted below.

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, had an annual dividend of $12,000 per share,
payable in equal quarterly installments beginning with the date of issue. The
Preferred Stock, Class A was 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, were convertible into more than 375,000 Common shares.

On August 1, 2003, the Company, in agreement with the holder thereof, altered
the terms of payment on the Class A Preferred Stock. Each share of Class A
Preferred Stock, par value $0.01 features an annual dividend of $6000.00 per
share, payable in equal monthly installments beginning August 1, 2003; said
dividend ($7500.00 per month in total) to increase by a total of $2500.00 per
month beginning in the first full calendar month after the Company reaches $15
million per annum in gross revenues, and thereafter by a total of $2500.00 per
month for each $1 million in additional gross revenues, up to a maximum of $17
million in gross revenues, and each share of the Class A Preferred stock is
convertible into shares of the Common Capital stock of the Corporation using the
following ratio:

Each Class A Preferred share shall be convertible, in whole, but not in part, to
so many shares of the common capital stock of the Company as equals three
quarters of one percent (0.75%) of the total number of issued and outstanding
common capital shares of the Company as exist on the date of conversion.
Provided, however, that no Class A Preferred share is convertible into more
than 562,500 common capital shares. Upon conversion, the common capital stock
issued for the conversion shall enjoy all of the rights, including voting
rights, and dividends, as all of the common capital stock of the Company.

The management of the Company will not pay a dividend on the common stock until
and unless the dividends payable on the preferred stock are current. Mr.
Christian Chiari Transferred ownership of the Preferred Stock, Class A to
American Millennium Investment Corporation, which does not alter the Company's
obligations.

The Loan Extension Agreement.

(e) Control by Directors and Executive Officers. The directors, executive
officers and their affiliates own approximately 76% of the Company's outstanding
Common Stock and, therefore, are in a position to elect a majority of the
Company's directors who, in turn, elect all of the Company's executive officers.
The Company's lender has the right to appoint one member to the Board. Members
of management, if acting in concert, will have sufficient voting power to
control the outcome of all corporate matters submitted to the vote of
shareholders, including the election of directors, changes in the size and
composition of the Board of Directors, mergers, tender offers, and open-market
purchase programs that could give shareholders of the Company the opportunity to
realize a premium over the then-prevailing market price for their shares. In
addition, the concentration of ownership in several members of management could
have the effect of delaying or preventing a change in control of the Company and
may effect the market price of the Company's common stock.

The Company is in the process of an active search for one or more independent
Directors to serve on the Board.

ITEM 2. PROPERTIES

The corporate offices of Raptor Investments, Inc. are in Pompano Beach, Florida,
and consist of approximately 2000 square feet of office space located within the
cold storage facility of J&B Wholesale Produce, Inc.

ITEM 3. LEGAL PROCEEDINGS

All of the specific litigation items enumerated in the Company's Form 10-KSB for
the period ended December 31, 2002 have been settled or dismissed in a manner
favorable to the Company, with the following exception:

In May of 2002, the Company (through LBI Group, Inc.) was named as a Defendant
in a Civil Action brought by John Lary in the Circuit Court of Madison County,
Alabama. The suit alleged a violation under the Telephone Consumer Protection
Act of 1991, in that the Company, in concert with other individuals and
corporations, is alleged to have delivered an unsolicited facsimile
communication to one person. The management of the Company deems the amount in
controversy to be not material to the business of the Company.

In addition, the Company from time to time has been involved in routine
litigation, including litigation with various vendors and creditors. None of
these litigation matters in which the Company has been involved is material to
its financial condition or results of operations. The company has from time to
time placed collection matters into the hands of it's attorney concerning
delinquent accounts receivable in the J&B Wholesale Produce, Inc. segment.
The total amount placed for collection to date is less than $50,000.00. The
company from time to time sues delinquent accounts in small claims court.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Company's Common Stock is currently traded on the OTC Bulletin Board (OTC)
under the symbol RAPT. Prior to November 1, 2001, the Company's Common Stock was
traded on the OTC Bulletin Board (OTC) under the symbol TJCI.

The following table sets forth, for the periods indicated, the range of high and
low bid prices of the Common Stock as reported by OTC Bulletin Board for the
twelve months ended December 31, 2002 and December 31, 2003. These prices
reflect inter-dealer prices and do not include retail mark-ups, markdowns or
commissions, and do not necessarily represent actual transactions.

High Low
-----------------
Quarters Ending:
----------------
March 31, 2002 ...................... $ .10 $ .035
June 30, 2002 ....................... .12 .03
September 30, 2002 .................. .15 .09
December 31, 2002 ................... .12 .07

Quarters Ending:
----------------
March 31, 2003 ...................... $ .034 $ .034
June 30, 2003 ....................... .060 .051
September 30, 2003 .................. .033 .033
December 31, 2003 ................... .037 .039

The Company has not paid any dividends in the past. Declaration of dividends in
the future will remain within the discretion of the Company's Board of
Directors. Future dividends, if any, will be dependent upon the results of
operations and financial condition of the Company, tax considerations, industry
standards, economic conditions, general business practices, the position of the
company as regards it's obligations to the preferred shareholders, and other
factors.

SALES OF UNREGISTERED SECURITIES

The following sales of unregistered securities occurred during the Company's
fiscal years ended December 31, 2000, 2001, 2002 and 2003:

1. In 2000, the Company authorized the issuance of 50,000 shares of the
Company's Common Stock to Charles Loccisano, the Company's Chairman and Chief
Executive Officer. These shares were issued without an underwriter or placement
agent in consideration for providing the Company with a loan in the amount of
$150,000. The exemption from registration for the issuance was claimed pursuant
to Section 4(2) of the Securities Act of 1933, as amended, in reliance upon the
fact that such sale did not involve a public offering.

2. In 2000, the Company authorized the issuance of 150,000 shares of the
Company's Common Stock to Charles Loccisano, the Company's Chairman and Chief
Executive Officer. These shares were issued without an underwriter or placement
agent in consideration for providing the Company with a working line of credit
in the amount of $150,000. The exemption from registration for the issuance was
claimed pursuant to Section 4(2) of the Securities Act of 1933, as amended, in
reliance upon the fact that such sale did not involve a public offering.

3. In 2000, the Company authorized the issuance of 20,000 shares of the
Company's Common Stock to Gelt Financial Corporation. These shares were issued
without an underwriter or placement agent in consideration for providing the
Company with a working capital line of credit. The exemption from registration
for the issuance was claimed pursuant to Section 4(2) of the Securities Act of
1933, as amended, in reliance upon the fact that such sale did not involve a
public offering.

4. In 2001, the Company sold 500,000 shares of the Company's Common Stock to
Paul Lovito, Matthew Lovito and Marc Lovito for a total of $30,000. These shares
were sold without an underwriter or placement agent. The exemption from
registration for the issuance was claimed pursuant to Section 4(2) of the
Securities Act of 1933, as amended, in reliance upon the fact that such sale did
not involve a public offering.

5. 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.

On August 1, 2003, the Company, in agreement with the holder thereof, altered
the terms of payment on the Class A Preferred Stock. Each share of Class A
Preferred Stock, par value $0.01 features an annual dividend of $6000.00 per
share, payable in equal monthly installments beginning August 1, 2003; said
dividend ($7500.00 per month in total) to increase by a total of $2500.00 per
month beginning in the first full calendar month after the company reaches $15
million per annum in gross revenues, and thereafter by a total of $2500.00 per
month for each $1 million in additional gross revenues, up to a maximum of $17
million in gross revenues, and each share of the Class A Preferred stock is
convertible into shares of the Common Capital stock of the Corporation using the
following ratio:

Each Class A Preferred share shall be convertible, in whole, but not in part, to
so many shares of the common capital stock of the Company as equals three
quarters of one percent (0.75%) of the total number of issued and outstanding
common capital shares of the company as exist on the date of conversion.
Provided, however, that no Class A Preferred shares is convertible into more
than 562,500 common capital shares. Upon conversion, the common capital stock
issued for the conversion shall enjoy all of the rights, including voting
rights, and dividends, as all of the common capital stock of the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this report.
Except for historical information contained herein, certain statements herein
are forward-looking statements that are made pursuant to the safe harbor
provisions of the private securities litigation reform act of 1995.

Forward-looking statements involve estimates of the Company's financial
position, business strategy and other plans and objectives future operations.
Although the Company believes that these expectations are reasonable, there can
be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will have
the expected effects on its business or operations.

PLAN OF OPERATION

The Company's primary operations are centered in the J&B Wholesale Produce, Inc.
wholly-owned subsidiary. J&B is a regional provider of produce to restaurants in
Miami-Dade, Broward, Palm Beach, Martin and Monroe counties in southeast
Florida. Management expects 2004 gross sales in the J&B unit of $14 million.

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 fiscal 2002,
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,
and has upgraded the computers of the Company.

Management has taken steps to streamline the customer order process, to reduce
errors and to prevent theft and employee pilfering. Substantial improvements to
the product delivery line have greatly increased efficiency, reduced errors and
missed deliveries, and reduced product spoilage.

Three additional refrigerated trucks have been leased and added to the
Company's fleet in order to service new customers.

The Company has released all under-performing salespersons and is constantly
seeking and hiring new sales professionals, particularly in the fast-growing
northern and western suburbs of the service area. All employees have been placed
on a time clock and salaried employees have been changed over to hourly. The
Company no longer pays any employees in cash.

The Company is subject to market conditions in the fresh produce industry taken
as a whole. Fresh produce is subject to tremendous variations in quality and
consistency, as well as availability, and is the most highly perishable
agricultural commodity. On a daily basis, company employees have to visually
inspect hundreds of different products for size, shape, consistency, and visual
defects. The public is increasingly concerned with the use of pesticides,
herbicides, and genetically engineered foodstuffs. While cosmetically imperfect
produce is acceptable to enter the processed foods stream, it is not acceptable
to the fresh produce stream, and especially to the restaurants served by the
company. The Company's buyers have to make daily decisions on where to source
each item based on quality, availability, price and location. These factors can
change daily for each type of produce. Weather conditions or other factors can
effect the price of a major volume product, such as lettuce, potatoes, onions,
or tomatoes and have a significant impact on the company for the period. The
successful acquisition of produce at a competitive price and of the highest
quality will insure the continued success, and growth, of the company.

The Company operates primarily in Miami-Dade, Broward and Palm Beach counties in
southeast Florida. Many of the restaurants and other foodservice establishments
which the company serves are seasonal in nature. While few of these
establishments actually close during the summer months, many have a reduced
order volume in the range of up to 40%. The company is attempting to limit the
impact of the seasonal nature of the vacation industry in the region by
concentrating on restaurants in areas where year-round residents live,
particularly in the western suburbs of Miami, Fort Lauderdale and West Palm
Beach. Seasonal volume changes are much less pronounced in these "bedroom
communities". The entire tourism industry in Southeast Florida is dependant upon
favorable travel conditions for continued success. Terrorism, or a decline in
economic conditions, have a negative impact on tourism and could lead to reduced
sales both for the company and the restaurants it serves.

The Company has entered into a factoring arrangement with it's lender, American
Millennium Investment Corporation. Commencing on October 6, 2003, the company
has received a line of credit against pledged receivables in the total amount of
$1,100,000. As of December 31, 2003 the company had drawn down $805,000. under
the factoring agreement. Gelpid Associates LLC, the company's principal lender,
agreed to subordinate it's first perfected lien position on the company's
receivables in order to make the factoring arrangement possible. Gelpid
Associates LLC and American Millennium Investment Corporation are related
entities.

Management believes that the factoring arrangement will allow the Company to
expand at a faster rate, and more broadly, than would have been possible without
factoring. The factoring arrangement has allowed the company to compete for
larger, national chain restaurant accounts which frequently require terms as
long as sixty days for payment. Also, the company can pursue large accounts such
as cruise lines and tourist facilities which would otherwise be out of the reach
of the company.

OTHER ACTIVITIES

In addition to its consulting services, the Company plans to develop the Company
into a holding company through the acquisition of various business operations.
In December 2001, the Company entered into an agreement to acquire LBI
Properties, Inc. LBI Properties is an early stage real estate holding company.

In addition to the agreement to acquire LBI Properties, the Company entered into
an agreement in December 2001 to acquire 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). Brassbulls.com is operational.

RESULTS OF OPERATIONS.

Revenues for the fiscal year ended December 31, 2003 were $ 11,135,407, from
$ 5,129,759. in revenues for 2002. This increase in revenues was a result of
Increases in sales at the J&B Wholesale Produce, Inc. subsidiary of $ 6,058,648
and a decrease in consulting revenue of $ 53,000..

Cost of goods sold in 2003 was $ 9,345,202 compared with $ 3,931,640 in
2002. Our operating income for 2003 was $ 102,328.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003, the Company had a stockholder's deficit of $ 8,999,436.

As of December 2003 the Company had operating income of $ 16,053 . The
Company plans to continue to grow its wholesale Produce business in the
J&B subsidiary,. In addition, the Company plans to seek the acquisition
of income producing assets in exchange for its securities.

Due to the Company's shareholder's deficiency of $656,364, the Company's net
loss of $36,364, and the Company's negative cash flow from operations of
$853,518, our auditors, Webb & Company PA, have raised substantial doubt about
our Company's ability to continue as a going concern.

Management believes that the Company will derive sufficient cash flow from the
J&B Wholesale Produce, Inc. operations to continue as a going concern over the
next twelve months. The company was faced with unusual, one-time legal and
accounting fees during the integration of the produce company. These expenses
are not continuing in nature.

During 2003, downward pressure was exerted on our profit margins for wholesale
produce, and on our profitability as a whole, by several different factors which
can be enumerated. These factors were:

1. The price of diesel fuel to fuel our produce delivery trucks rose
substantially over the course of the year. A shortage of crude oil combined
with world political conditions have caused fuel charges to continue to rise.
We are constantly reviewing our truck routing to insure that we use fuel
efficiently.

2. Our workman's compensation insurance was retrospectively rated by our
insurance carrier, and our premiums for this coverage increased. In addition,
our carrier added several members of management to the payroll for purposes of
computing our premiums. We are in the process of disputing certain of these
charges.

3. A major customer, a restaurant chain, required us to upgrade the temperature
monitoring systems in our warehouse, which we did. This was a one-time expense
which is now behind us.

4. We incurred a one-time expense to upgrade the electrical service to our
produce warehouse.

5. We have felt downward pressure on our price structure for produce as a
result of considerable competition in the wholesale produce industry in south
Florida. As our company grows, larger produce distributors have challenged us
on price, and we have had to respond with lower prices. We do not sell any
goods to any customer at a loss. We continually seek out better prices for our
purchases so that we can continue to be competitive.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls subsequent to the
date on which they performed their evaluation.

On March 1, 2003 the Board of Directors appointed Matthew Lovito and Don A.
Paradiso to it's newly-formed audit committee.

The audit committee shall ensure compliance with the Sarbanes-Oxley Act of 2002;
address all issues of auditor independence; assess on a regular basis the
integrity of the Corporation's financial reporting structures; serve as a
conduit of communication between and among the Corporation, the Board, the
auditors and the management of the Corporation; appoint, terminate, compensate
and oversee the work of the auditors in connection with the annual audit report;
have authority to settle any dispute between the auditors and management
regarding financial reporting; analyze all of the work performed by the auditors
and eliminate any services done by the auditors which may pose a potential
conflict of interest; insure audit quality; determine the scope of any non-audit
services to be performed by the auditors; and arrange for tax planning advice
for the Corporation.

ITEM 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 4, 2002 the Company dismissed Amper, Politziner & Mattia ("AP&M)") as
its independent auditors. Such dismissal was approved by the Company's Board of
Directors. AP&M's report upon the Company's financial statements for its fiscal
years ended December 31, 2000 and 1999 did not contain an adverse opinion or a
disclaimer of opinion, nor was such report qualified or modified as to audit
scope or accounting principles. The report was prepared assuming that the
Company will continue as a going concern. During the Company's fiscal years
ended December 31, 2000 and 1999 to the date of AP&M's dismissal (the "Interim
Period"): (i) there were no disagreements (of the nature contemplated by Item
304 (a) (1) (iv) of Regulation S-K ("Disagreements") between the Company and AP
& M; and (ii) there were no reportable events of the nature contemplated by Item
304(a) (2) (i) - (ii) of Regulation S-K.

On March 6, 2002 the Company engaged Weinberg & Company, P.A. ("WC") as its
independent public accountants for the Company's fiscal year ended December 31,
2001. During the Company's two fiscal years ended December 31, 2002, the Interim
Period and the Second Interim Period, the Company did not consult with WC with
respect to any of the matters contemplated by Item 304 (a) (2) (i) - (ii) of
Regulation S-K.

At a meeting held on June 24, 2003, the Board of Directors of Raptor
Investments, Inc. (the "Company") approved the engagement of Webb & Company,
P.A. as independent auditors of the Company for the fiscal quarter ended June
30, 2003, to replace the firm of Weinberg & Company, P.A.., who were dismissed
as the Company's independent accountants effective June 24, 2003.

Webb & Company, P.A.
Derek M. Webb, CPA
1375 Gateway Boulevard
Boynton Beach, Florida 33426
(561) 752-1721

The audit report of Weinberg & Company, P.A. for the year ended December 31,
2002 and for the year ended December 31, 2001 contained a modification
expressing substantial doubt about the Company's ability to continue as a going
concern. The audit reports of Weinberg & Company, P.A. for December 31, 2002 and
December 31, 2001 did not contain any other adverse opinion or disclaimer of
opinion, or qualification, audit scope or accounting principles other than the
modification noted above.

In connection with the audits of the Company's consolidated financial
statements as of and for the years ended December 31, 2002 and December 31, 2001
and in the interim period from December 31, 2002 until June 23, 2003:

Weinberg & Company, P.A. did not, during the applicable periods, advise
the Company of any of the enumerated items described in Regulation SK, Item 304
(a)(1)v.

There were no disagreements with the former auditors on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of the former
auditors would cause them to make reference to the subject matter in their
report.

Reference is made to the audit report contained within the Company's
10KSB as of December 31, 2002 and the same is incorporated herein by reference.

Prior to the engagement of Webb & Company, P.A., the Company did not
consult with Webb & Company, P.A. regarding the application of accounting
principles to a specific transaction or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, and no written or
oral advice was provided by Webb & Company, P.A. that was a factor considered by
the Company in reaching a decision as to the accounting, auditing, or financial
reporting issues of the Company.

ITEM 8A. CONTROLS AND PROCEDURES

Paul F. Lovito, Jr., our Chief Executive Officer, and Matthew Lovito, our Chief
Financial Officer, performed an evaluation of the Company's disclosure controls
and procedures as of December 31, 2003. Based on their evaluation, they
concluded that the controls and procedures in place are sufficient to assure
that material information concerning the Company which could affect the
disclosures in the Company's quarterly and annual reports is made known to them
by the other officers and employees of the Company, and that communications
occur with promptness sufficient to assure the inclusion of the information in
the then-current report.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls subsequent to the
date on which Mr. Paul Lovito and Mr. Matthew Lovito made their evaluation.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company's executive officers and directors are as follows:

==============================================================================
Name Age Position with the Company Director Since
------------------------------------------------------------------------------
Paul F. Lovito Jr. 35 Chairman, President ,Chief 2001
Executive Officer
and Director
------------------------------------------------------------------------------
Matthew J. Lovito 31 Chief Financial Officer, 2001
Treasurer and Director
------------------------------------------------------------------------------
Marc A. Lovito 28 Vice President and 2001
Director
------------------------------------------------------------------------------
Don A. Paradiso, Esq. 46 Director 2003
==============================================================================

Paul F. Lovito Jr. has been the Chairman, President, Chief Executive Officer and
Director of the Company since September 2001. Mr. Lovito has been President and
Chairman of LBI Group, Inc., a business consulting company, since June 1994. Mr.
Lovito is Chairman and Chief Executive Officer of LBI Properties, Inc., a
development stage real estate holding company, a position he has held since
February 1998. He also serves as Chairman of LBI E Web Communities, Inc., an
internet holding company, a position he had held since June 2000. Mr. Lovito has
been the Chairman and President of LBI Asset Management, LP, a Delaware
partnership, which provides management, services to the related companies, a
position he had held since July 1998. Mr. Lovito is also the general partner in
LBI Capital Partners, LP, a hedge fund, a position he has held since July 1998.
All of the foregoing entities are located in Coral Springs, Florida.

Matthew J. Lovito has been the Chief Financial Officer, Treasurer and Director
of the Company since September 2001. He has been a Vice President with LBI
Group, Inc. since June 1994. In addition, Mr. Lovito is a Vice President of LBI
Properties, Inc. and LBI E Web Communities, Inc., positions he has held since
February 1998 and June 2000. Mr. Lovito is also a partner in LBI Asset
Management LP and LBI Capital Partners LP, positions he has held since July
1998.

Marc A. Lovito has been a Vice President and Director of the Company since
September 2001. He has been a Vice President with LBI Group, Inc., since June
1994. Mr. Lovito is President of LBI Properties, Inc., a position he has held
since February 1998, and Vice President of LBI E Web Communities, Inc. Mr.
Lovito is also a partner in LBI Asset Management LP and LBI Capital Partners LP,
positions he has held since July 1998.

Don A. Paradiso was elected as a Director of the company in 2003. Mr. Paradiso
has been a member of the State Bar of New York since 1983 and of Florida since
1993. Mr. Paradiso was Special Assistant United States Attorney for the Eastern
District of New York from 1983 until 1987. From 1987 until 1989, he was counsel
to Xerox Corporation. From 1989 until 1991, he was counsel to Globe Security
Systems. From 1992 until 1994, Mr. Paradiso was counsel to the National Workers
Compensation Insurance Reinsurance Pools. In 1994 he founded the law firm of Don
A. Paradiso, P.A. and is actively engaged in the practice of law in Pompano
Beach, Florida. Mr. Paradiso received a B.A. from Wake Forest University in 1979
and a J.D. from Pepperdine University School of Law in 1982.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act (Section 16(a)) requires the Company's
directors, executive officers, and persons who own more than 10% of a registered
class of the Company's equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than 10%
stockholders are required by the SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the fiscal year ended December 31, 2003, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the total annual compensation paid or accrued by
the Company for services in all capacities for the Chief Executive Officer and
each other officer who made in excess of $100,000 (salary plus bonuses) (the
Named Officers) for the fiscal years ended December 31, 2003, 2002 and 2001. No
other executive officers of the Company who were serving as such at the end of
such fiscal years received salary and bonus in excess of $100,000.

Long Term Compensation Awards

Annual Compensation Other
Name and Principal Annual Securities
Position Year Salary Bonus Comp.(1) Underlying Options

Paul Lovito, 2003 $123,450. $0 $0 -0-
Chairman, President and
Chief Executive Officer

Matthew Lovito, 2003 $72,800. $4500. $0 -0-
Chief Financial Officer
and Treasurer

Marc Lovito, 2003 $72,800. $4500. $0 -0-
Vice President

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The company granted 2,500,000 options to purchase one share per option of the
Company's common stock at the exercise price of $0.10 per share to Mr. Jose
Caraballo on February 14, 2002. The options were granted pursuant to a
consulting services agreement between Mr. Caraballo and the company dated
February 14, 2002.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of December 31, 2003 as to the
beneficial ownership of Common Stock (including shares which may be acquired
within sixty days pursuant to stock options) of each director of the Company and
the executive officers of the Company listed in the Summary Compensation Table
below, all directors and executive officers as a group and persons known by the
Company to beneficially own more than 5% of the Common Stock. Except as set
forth below, no person beneficially owns more than 5% of the Common Stock.

Number of Shares
Name and Address of of Common Stock Percent
Beneficial Owner (1) Beneficially Owned (2) Beneficially Owned
-------------------- ---------------------- ------------------
Paul Lovito (1) 27,959,600 57.19%
LBI Capital Partners, LP 7,900,000 16.16%
LBI Holdings, Inc. 3,420,000 7.00%
Matthew Lovito (2) 2,780,000 5.60%
Marc Lovito (3) 2,578,000 5.30%
Darrin Lovito 2,402,000 4.90%

All directors and executive
officers as a group 47,039,600 96.22%

(1) Includes 23,600 shares held by Mr. Lovito's daughter, 6,000 shares
held by a partnership in which Mr. Lovito is a general partner with
sole voting and dispositive power over the Raptor shares, 3,420,000
shares held by LBI Holdings, Inc., a corporation wholly owned by Mr.
Lovito, and 7,900,000 shares held by LBI Capital Partners, LP, a
limited partnership in which Mr. Lovito is a general partner with
sole voting and dispositive power over the Raptor shares. Mr. Lovito
expressly disclaims beneficial ownership of shares held by his
brothers.

(2) Mr. Lovito expressly disclaims beneficial ownership of shares held by
his brothers.
(3) Mr. Lovito expressly disclaims beneficial ownership of shares held by
his brothers.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

POLICY FOR RELATED PARTY TRANSACTIONS

The Company believes that all transactions with officers, directors, or
affiliates to date are on terms no less favorable than those available from
unaffiliated third parties.

THE LOVITO TRANSACTION

In August 2001, the Company completed the sale of 500,000 shares of the
Company's common stock in a privately negotiated transaction for a purchase
price of $30,000 to investors, Paul, Matthew and Marc Lovito (the "Lovitos").
Pursuant to the Agreement, on September 22, 2001, the Company's current officers
and directors, Charles Loccisano, Alan Gottlich, Philip Friedman and Paul Begun,
resigned and were replaced by the Lovitos on the board. In addition, on
September 26, 2001, Paul Lovito became the Chairman, President and Chief
Executive Officer replacing Alan Gottlich and Charles Loccisano. Marc Lovito
became Vice President and Secretary replacing Alan Gottlich, and Matthew Lovito
became the Company's Treasurer and Chief Financial Officer replacing Alan
Gottlich.

All of the obligations concerning the Lovito transaction have been fulfilled or
settled. For a complete description of the transaction refer to the Company's
Form 10-KSB for the period ended December 31, 2002.

LBI PROPERTIES, INC. TRANSACTION

In December 2001, the Company entered into an Acquisition Agreement with LBI
Properties, Inc., a Florida corporation, and the shareholders of LBI Properties.
The shareholders of LBI Properties include the Company's Chairman, President and
CEO Paul F. Lovito,Jr., the Company's CFO and Treasurer Matthew J. Lovito and
the Company's Vice President and Director Marc A. Lovito, officers and directors
of the Company. Pursuant to the Acquisition Agreement, the Company effected the
stock exchange at the rate of 1:5. The Company acquired all of the issued and
outstanding shares of the Common Stock of LBI Properties in exchange for the
issuance of 19,974,298 shares of the Common Stock of the Company to be delivered
to the LBI Properties shareholders on a pro-rata basis. This acquisition closed
on January 7, 2002.

LBI E WEB COMMUNITIES, INC. TRANSACTION

In December 2001, the Company entered into a Stock Acquisition Agreement with
the Company's Chairman, President and CEO Paul F. Lovito, Jr., the Company's CFO
and Treasurer Matthew J. Lovito, Company's Vice President and Director Marc A.
Lovito, Darrin Lovito and LBI Capital Partners, L.P., a limited partnership in
which the Company's Chairman, President and CEO is a general partner, as
shareholders of LBI E Web Communities, Inc., a Florida corporation. Pursuant to
the Stock Agreement, the Company effected the stock exchange at the rate of 1:3.
The Company acquired all of the issued and outstanding shares of the Common
Stock of LBI E Web in exchange for the issuance of 19,800,000 shares of the
Common Stock of the Company to be delivered to the LBI E Web shareholders on a
pro-rata basis. This acquisition closed on January 7, 2002.

PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

RAPTOR INVESTMENTS, INC.
AND SUBSIDIARIES

CONTENTS

PAGES 1 - 2 INDEPENDENT AUDITORS' REPORTS

PAGE 3 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003

PAGE 4 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002

PAGE 5 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIENCY FOR THE YEARS ENDEDDECEMBER 31, 2003 AND 2002

PAGE 6 - 7 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002

PAGES 8 - 19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Raptor Investments, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Raptor
Investments, Inc. and subsidiaries as of December 31, 2003 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. The financial statements of Raptor Investments, Inc. and
subsidiaries as of December 31, 2002 were audited by other auditors whose report
dated April 11, 2003 included a paragraph describing conditions that raised
substantial doubt about the Company's ability to continue as a going concern.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the consolidated financial position of Raptor Investments,
Inc. and subsidiaries as of December 31, 2003 and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 16 to
the financial statements, the Company has a net loss of $36,364, a negative cash
flow from operations of $853,518 and a stockholders deficiency of $656,643.
These factors raise substantial doubt about its ability to continue as a going
concern. Management's plans concerning this matter are also described in Note
16. The accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

/s/ WEBB & COMPANY, P.A.
------------------------
Boynton Beach, Florida
May 10, 2004

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Raptor Investments, Inc. and Subsidiaries

We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of Raptor Investments, Inc. and
subsidiaries (the "Company") for the period from August 20, 2002 (inception)
through December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the results of operations and cash flows of
Raptor Investments, Inc. and subsidiaries for the period from August 20, 2002
(inception) through December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company had a net loss of
$577,299 and a negative cash flow from operations of $419,734 for the period
from August 20, 2002 (inception) through December 31, 2002. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

WEINBERG & COMPANY, P.A.

/s/ WEINBERG & COMPANY, P.A.
----------------------------
Boca Raton, Florida
April 4, 2003

RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003

ASSETS
CURRENT ASSETS
Cash $ 285,214
Investments, net 4,385
Accounts receivable, net 1,322,881
Inventories 165,020
Due from shareholder 16,470
Deposits 8,775
-----------
Total Current Assets 1,802,745
-----------
PROPERTY AND EQUIPMENT, NET 2,021,630
-----------

OTHER ASSETS
Goodwill 1,111,077
-----------
Total Other Assets 1,111,077
-----------
TOTAL ASSETS $ 4,935,452
===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued expenses 620,841
Due to factor 807,790
Line of credit 250,000
Loans payable - related party 80,000
Capital lease payable - current portion 127,136
-----------
Total Current Liabilities 1,885,767
-----------

LONG-TERM LIABILITIES
Capital lease payable - long-term portion 542,100
Line of credit 2,364,228
Loan payable - long-term portion 800,000
-----------
Total Long-Term Liabilities 3,706,328
-----------

TOTAL LIABILITIES 5,592,095
-----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $.01 par value, 5,000,000 shares
authorized Series A Preferred stock, 15 shares
authorized, 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 9,675,020
Subscription receivable (178,700)
Other comprehensive loss (12,895)
Note receivable - stockholder (1,580,404)
Treasury stock (49,107)
Accumulated deficit (8,999,436)
-----------
Total Stockholders' Deficiency (656,643)
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 4,935,452
===========

See accompanying notes to consolidated financial statements.

RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,

2003 2002
------------ ------------

REVENUE
Sales $ 11,135,407 $ 5,076,759
Consulting income -- 53,000
------------ ------------
Total Revenue 11,135,407 5,129,759
------------ ------------

COST OF GOODS SOLD 9,345,202 3,931,640
------------ ------------

GROSS PROFIT 1,790,205 1,198,119
------------ ------------

OPERATING EXPENSES
Selling expense 542,550 269,723
Professional fees 313,393 942,705
Other general and administrative expense 918,209 1,160,278
------------ ------------
Total Operating Expenses 1,774,152 2,372,706
------------ ------------

INCOME (LOSS) FROM OPERATIONS 16,053 (1,174,587)
------------ ------------

OTHER INCOME (EXPENSE)
Loss on settlement of note receivable 556,385 (13,901)
Gain on sale of property (89,226) --
Realized loss on investments (1,375) --
Interest expense (518,792) (261,034)
Interest income 591 143,904
------------ ------------
Total Other Expense (52,417) (131,031)
------------ ------------

NET LOSS $ (36,364) $ (1,305,618)
============ ============
LOSS PER SHARE
Net loss (36,364) (1,305,618)
Less: preferred stock dividends 150,000 90,000
------------ ------------

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (186,364) $ (1,395,618)
============ ============

LOSS PER SHARE - BASIC AND DILUTED $ -- $ (0.03)
============ ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 48,887,681 47,328,777
============ ============

See accompanying notes to consolidated financial statements.

RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Additional Note
Preferred Stock Common Stock Subscription Paid-In Receivable
Shares Amount Shares Amount Receivable Capital Stockholder
----------- ----------- ----------- ----------- ----------- ----------- -----------

Balance, December 31, 2001 -- $ -- 43,887,681 $ 438,878 $ (185,200) $ 8,788,739 $(1,451,000)

Issuance of common
stock for services -- -- 2,000,000 20,000 -- 180,000 --

Issuance of preferred
stock for cash 15 1 -- -- -- 89,999 --

Issuance of options for
services -- -- -- -- -- 364,132 --

Exercise of options -- -- 3,000,000 30,000 6,500 120,000 --

Cash received on note
receivable, net of
interest income -- -- -- -- -- -- (129,404)

Other comprehensive loss -- -- -- -- -- -- --

Net loss, 2002 -- -- -- -- -- -- --

Total comprehensive loss -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------

Balance, December 31, 2002 15 1 48,887,681 488,878 (178,700) 9,542,870 (1,580,404)

Issuance of options for
services -- -- -- -- -- 167,150 --

Payment of preferred
dividends -- -- -- -- -- (35,000) --

Other comprehensive loss -- -- -- -- -- -- --

Net loss, 2003 -- -- -- -- -- -- --

Total comprehensive loss -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------

BALANCE,
DECEMBER 31, 2003 15 $ 1 48,887,681 $ 488,878 $ (178,700) $ 9,675,020 $(1,580,404)
=========== =========== =========== =========== =========== =========== ===========

Other
Treasury Stock Comprehensive Accumulated
Shares Amount Loss Deficit Total
----------- ----------- ----------- ----------- -----------

Balance, December 31, 2001 3,040,800 $ (49,107) $ -- $(7,657,454) $ (115,144)

Issuance of common
stock for services -- -- -- -- 200,000

Issuance of preferred
stock for cash -- -- -- -- 90,000

Issuance of options for
services -- -- -- -- 364,132

Exercise of options -- -- -- -- 156,500

Cash received on note
receivable, net of
interest income -- -- -- -- (129,404)

Other comprehensive loss -- -- (6,885) -- (6,885)

Net loss, 2002 -- -- -- (1,305,618) (1,305,618)
-----------

Total comprehensive loss -- -- -- -- (1,312,503)
----------- ----------- ----------- ----------- ===========

Balance, December 31, 2002 3,040,800 (49,107) (6,885) (8,963,072) (746,419)

Issuance of options for
services -- -- -- -- 167,150

Payment of preferred
dividends -- -- -- -- (35,000)

Other comprehensive loss -- -- (6,010) -- (6,010)

Net loss, 2003 -- -- -- (36,364) (36,364)
-----------

Total comprehensive loss -- -- -- -- (42,374)
----------- ----------- ----------- ----------- ===========

BALANCE,
DECEMBER 31, 2003 3,040,800 $ (49,107) $ (12,895) $(8,999,436) $ (656,643)
=========== =========== =========== =========== ===========

See accompanying notes to consolidated financial statements.

RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,

2003 2002
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (36,364) $(1,305,618)
Adjustments to reconcile net loss to net
cash used in operating activities:
Loss on disposal of property and equipment 89,226 --
Allowance for doubtful accounts 52,012 18,387
Depreciation 118,834 45,793
Common stock and options issued for services 167,150 564,132
Loss on sale of investments 1,375 --
Settlement of vendor payables (556,385) --
Interest income accrued -- (143,904)
Contract receivable settlement -- 13,901
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (423,767) (339,431)
Inventories (26,431) (51,106)
Royalty receivable -- 29,280
Other current assets 7,726 (7,006)
Increase (decrease) in:
Accounts payable (219,566) 792,132
Accrued interest expense -- 54,405
Cash overdraft (27,328) 27,328
----------- -----------
Net Cash Used In Operating Activities (853,518) (301,707)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (18,845) (7,885)
Sale of investments 8,075 --
Purchase of property and equipment (399,331) --
Proceeds from sale of property and equipment 13,178 --
Restricted cash 355,635 (355,635)
Building purchase option -- (500,000)
Acquisition of subsidiary -- (2,325,000)
Proceeds from notes receivable -- 277,320
Due from stockholder -- 1,400
----------- -----------
Net Cash Used In Investing Activities (41,288) (2,909,800)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (payments) from line of credit (210,772) 2,825,000
Payments on loans payable - related party (70,125) --
Payments on capital leases (121,250) (56,808)
Dividend payments to preferred stockholders (35,000) --
Proceeds from note payable 800,000 --
Due to factor 807,790 --
Proceeds from notes receivable - stockholder -- 14,500
Proceeds from loan payable - related party -- 100,000
Proceeds from loan payable - former officers -- (13,442)
Proceeds from sale of common and preferred stock -- 246,500
----------- -----------
Net Cash Provided By Financing Activities 1,170,643 3,115,750
----------- -----------

NET INCREASE (DECREASE) IN CASH 275,837 (95,757)

CASH - BEGINNING OF YEAR 9,377 105,134
----------- -----------

CASH - END OF YEAR $ 285,214 $ 9,377
=========== ===========

See accompanying notes to consolidated financial statements.

2003 2002
--------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest expense $ 496,059 $ 206,629
========= =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:

Property acquired under capital lease $ 217,770 $ 68,553
========= =========

Exercise of building purchase option $ 500,000 $ --
========= =========

Exchange of contract receivable for accrued expenses $ -- $ 393,730
======== =========

See accompanying notes to consolidated financial statements.

RAPTOR INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) ORGANIZATION AND NATURE OF OPERATIONS

Raptor Investments, Inc. formerly Paramark Enterprises, Inc. (Delaware),
a Delaware corporation was merged with and into Raptor Investments, Inc.,
a Florida corporation on December 24, 2002. Upon completion of the
merger, the Delaware corporation ceased existence as of the date of the
merger and Raptor Investments, Inc. became the reporting entity.

Effective January 7, 2002, Raptor Investments, Inc. acquired LBI
Properties, Inc. and LBI Eweb Communities, Inc. by issuing 19,974,298 and
19,800,000 shares, respectively of its common stock for all of the
outstanding common stock of LBI Properties, Inc. and LBI Eweb
Communities, Inc., respectively. LBI Properties, Inc. operations include
acquiring, managing and developing real estate properties. LBI Eweb
Communities, Inc. operates various information websites for investors.
The merger has been accounted for as a business combination of entities
under common control because all of the entities had common ownership
interests, and accordingly, the consolidated financial statements have
been prepared to include the combined results of operations, financial
position and cash flows of Raptor Investments, Inc. and its subsidiaries
for all the period presented (See Note 10(A)).

On July 2, 2002, Raptor Investments, Inc. acquired 100% of the issued and
outstanding common stock of J&B Produce, Inc. in exchange for cash of
$2,325,000. The acquisition was recorded under the purchase method of
accounting. J&B Produce, Inc.'s operations consist of produce sales to
restaurants in South Florida (See Note 10(B)).

(B) PRINCIPLES OF CONSOLIDATION

The 2003 financial statements include the accounts of Raptor Investments,
Inc. and its wholly owned subsidiaries LBI Properties, Inc., LBI EWeb
Communities, Inc., J&B Produce, Inc. and 105 NW Avenue Holdings
Corporation (from March 10, 2003, date of formation) All intercompany
accounts have been eliminated in the consolidation.

The 2002 financial statements include the accounts of Raptor Investments,
Inc. and its wholly owned subsidiaries LBI Properties, Inc. and LBI EWeb
Communities, Inc. and J&B Produce, Inc. (from July 2, 2002, date of
acquisition). All intercompany accounts have been eliminated in the
consolidation.

Raptor Investments, Inc. and its subsidiaries LBI Properties, Inc., LBI
EWeb Communities, Inc., 105 NW 13 Avenue Holding Corporation and J&B
Produce, Inc. are hereafter referred to as the "Company".

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.

(D) CASH

The Company maintains cash at financial institutions. The Company, at
times maintains cash in banks in excess of FDIC insurance limits. At
December 31, 2003, the Company had cash of approximately $155,000 in
excess of FDIC insurance limits.

(E) INVESTMENTS

The Company's investments are comprised of marketable equity securities,
all classified as available-for-sale. These investments are carried at
their fair value.

(F) INVENTORY

Inventory consists 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.

(G) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the
estimated useful life of the assets from three to thirty nine years.

(H) LONG-LIVED ASSETS, GOODWILL AND INTANGIBLE ASSETS

In accordance with SFAS 142 and 144, long-lived assets, goodwill and
certain identifiable intangible assets held and used by the Company are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. For
purposes of evaluating the recoverability of long-lived assets, goodwill
and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.

(I) INCOME TAXES

The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date.

(J) STOCK-BASED COMPENSATION

In accordance with Statement of Financial Accounting Standards No. 123
("SFAS No. 123"), the Company has elected to account for stock options
issued to employees under Accounting Principles Board Opinion No. 25
("APB Opinion No. 25") and related interpretations.

(K) REVENUE RECOGNITION AND DEFERRED REVENUE

The Company recognizes revenue at the time of delivery and acceptance of
produce products by its customers. The Company recognizes revenue from
service contracts over the life of the services. The Company recognizes
royalty income upon receipt.

(L) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments", requires disclosures of information
about the fair value of certain financial instruments for which it is
practicable to estimate the value. For purposes of this disclosure, the
fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties other than in a forced sale or liquidation.

The carrying amounts of the Company's marketable securities, notes
payable and capital leases, approximates fair value due to the relatively
short period to maturity for these instruments.

(M) BUSINESS SEGMENTS

The Company's operations are classified into two reportable segments,
Produce and Other.

(N) LOSS PER SHARE

Net loss per common share for the period ended December 31, 2003 and 2002
is required to be computed based on the weighted average common stock and
dilutive common stock equivalents outstanding during the year as defined
by Statement of Financial Accounting Standards, No. 128; "Earnings Per
Share". The effect of common stock equivalents was not used since the
effect was antidilutive.

(O) NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board ("FASB") issued
FIN No. 46, "Consolidation of Variable Interest Entities, and
Interpretation of ARB 51". FIN No. 46 provides guidance on the
identification of entities of which control is achieved through means
other than voting rights ("variable interest entities" or "VIE's") and
how to determine when and which business enterprise should consolidate
the VIE (the "Primary Beneficiary"). In addition, FIN No. 46 required
that both the Primary Beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. The
transitional disclosure requirements of FIN No. 46 are required in all
financial statements initially issued after January 31, 2003, if certain
conditions are met.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 amends
and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". The changes in SFAS No. 149 improve financial
reporting by requiring that contracts with comparable characteristics be
accounted for similarly. This statement is effective for contracts
entered into or modified after June 30, 2003 and all of its provisions
should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial
instruments with characteristics of both liabilities and equity that,
under previous pronouncements, issuers could account for as equity. The
new accounting guidance contained in SFAS No. 150 requires that those
instruments be classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable
shares, which the issuing company is obligated to buy back in exchange
for cash or other assets. A second type includes put options and forward
purchase contracts, which involves instruments that do or may require the
issuer to buy back some of its shares in exchange for cash or other
assets. The third type of instruments that are liabilities under this
Statement is obligations that can be settled with shares, the monetary
value of which is fixed, tied solely or predominantly to a variable such
as a market index, or varies inversely with the value of the issuer's
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities of FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this statement are
consistent with the FASB's proposal to revise that definition to

encompass certain obligations that a reporting entity can or must settle
by issuing its own shares. This statement is effective for financial
instruments entered into or modified after May 31, 2003 and otherwise
shall be effective at the beginning of the first interim period beginning
after June 15, 2003.

The adoption of these pronouncements did not have a material effect on
the Company's financial position or results of operations.

NOTE 2 INVESTMENTS

The Company's marketable securities are comprised of equity securities,
all classified as available-for-sale, which are carried at their fair
value based upon quoted market prices of those investments as of December
31, 2003. Accordingly, unrealized gains and losses are included in
stockholders' equity.

The composition of marketable equity securities as of December 31, 2003
is as follows:

Unrealized
Basis Gain or (Loss) Fair Value
-------- -------- --------

Available-for-sale securities
Common stock $ 17,280 $(12,895) $ 4,385
======== ======== ========

During 2003, the Company recognized a loss on the sale of investment
securities of $1,375. At December 31, 2003, unrealized losses of $12,895
are included in stockholders deficiency as other comprehensive loss.

NOTE 3 ACCOUNTS RECEIVABLE AND FACTOR AGREEMENT

On September 30, 2003, the Company entered into a factoring agreement to
sell certain trade receivables, without recourse. Under the agreement,
the factor will advance 90% of the face value of the receivable to the
Company. The Company will pay a percentage fee of 1.5% and the remaining
8.5% will be applied against the outstanding line of credit balance upon
collection. The Company's accounts receivable are pledged as collateral
under the agreement. As of December 31, 2003, the Company has received
factor advances of $807,790 on approximately $1,100,000 of factored
accounts receivable and paid factor fees of $ 32,666.

Accounts receivable as of December 31, 2003 consisted of the following:

Accounts receivable $ 1,394,303
Less allowance for doubtful accounts 71,422
------------

$ 1,322,881
============

The Company maintains an allowance for doubtful accounts based on
management's analysis of historical customer collections and risk. For
the years ended December 31, 2003 and 2002, the Company recorded a
provision for doubtful accounts of $52,012 and $18,387, respectively.

NOTE 4 INVENTORIES

Inventories (net) at December 31, 2003 consist of the following:

Produce, fruits and vegetables $ 165,020
-----------

$ 165,020
===========

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2003 consisted of the
following:

Capitalized lease assets $ 975,466
Land 525,000
Computer and office equipment 120,962
Office furniture 9,088
Building and building improvements 731,053
Vehicles 78,972
--------------
2,440,541
Less accumulated depreciation 418,911
--------------
$ 2,021,630
==============

Depreciation expense for the years ended December 31, 2003 and 2002 was
$118,834 and $45,793, respectively. Accumulated depreciation on
capitalized lease assets totaled $164,828 at December 31, 2003. During
2003, the Company recognized a loss on disposal of property and equipment
of $89,226.

NOTE 6 NOTE RECEIVABLE - STOCKHOLDER

During 2000, the Company sold an oil and gas lease for a note receivable
of $1,700,000 with interest at 10% per annum, is unsecured and due on
demand. Also during 2000, the Company assigned its rights under the
agreement to its President on the same terms. During 2003 and 2002, the
Company received payments of $0 and $14,500, respectively. At December
31, 2003, the balance was $1,436,500 and accrued interest receivable was
$143,904. These amounts are included as a reduction of stockholders'
equity at December 31, 2003.

NOTE 7 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 note is secured by
the assets of J&B Produce and 105 NW 13 Avenue Holding Corporation as of
December 31, 2003, the outstanding note payable balance is $800,000.

NOTE 8 LOANS PAYABLE - RELATED PARTY

During 2002 a related party loaned the Company $100,000. The loan bears
interest at 21%, is unsecured and due on demand. The outstanding balance
at December 31, 2003 is $80,000

During 2002, two former stockholders converted accounts payable and
accrued expenses to loans payable. The loans are non-interest bearing,
secured by the funds held in escrow and will be paid upon the final
settlement of outstanding professional fees. The balance was paid in full
during 2003.

NOTE 9 LINE OF CREDIT

In order to effectuate the purchase of J&B and an option to purchase a
building (Note 10), the Company entered into an agreement and signed a
promissory note for a line of credit in the amount of $2,825,000, which
shall cap at $2,000,000 when the principal balance is reduced to that
amount. The note is due and payable on March 3, 2008. The note bears
interest at the rate of LIBOR (1.12% at December 31, 2003) plus 10% per
annum payable monthly. The note is secured by the assets of J&B Produce
and a personal guarantee of the President.

During July 2003, the Company entered into a loan extension agreement
with its lender. The extension waived minimum repayment requirement of
$250,000 under the original loan agreement until July 2, 2004. The note
balance at December 31, 2003 is $2,614,228.

NOTE 10 BUSINESS COMBINATIONS

(A) ACQUISITION OF REAL ESTATE AND INTERNET MARKETING COMPANIES

Effective January 7, 2002, the Company acquired LBI Properties, Inc. and
LBI Eweb Communities, Inc. by issuing 19,974,298 and 19,800,000 common
shares of the Company's stock for all of the outstanding common stock of
LBI Properties, Inc. and LBI Eweb Communities, Inc., respectively. The
merger has been accounted for as a business combination of entities under
common control because all of the entities had common ownership
interests, and accordingly, the financial statements have been prepared
to include the combined results of operations, financial position and
cash flows of the Company and these subsidiaries for all the period
presented.

(B) ACQUISITION OF PRODUCE COMPANY

On June 21, 2002, Raptor Investments, Inc. ("Raptor") entered into a
stock purchase agreement to acquire J&B Wholesale produce, Inc. ("J&B").
Under the terms of the agreement, which closed July 2, 2002, Raptor
acquired all the issued and outstanding common stock of J&B in exchange
for cash of $2,325,000.

NOTE 11 COMMITMENTS AND CONTINGENCIES

(A) LAWSUITS

As of December 31, 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. During 2003, management
recorded a gain on the settlement of vendor payables and accrued legal
fees of $556,385.

(B) CAPITAL LEASES

The Company leases delivery vehicles under non-cancelable capital lease
agreements. Future minimum lease payments under the capital leases are as
follows as of December 31, 2003:

YEAR Amount
---- ----------

2004 $ 260,748
2005 259,417
2006 222,851
2007 189,006
Thereafter 224,353
----------
1,156,375
Less: interest 487,139
----------
669,236
Less: current portion 127,136
----------
Capital lease obligations - non-current $ 542,100
==========

The Company leases office space under non-cancelable operating leases
expiring through June 2006. Rental expense totaled approximately $75,300
and $128,000 for the years ended December 31, 2003 and 2002,
respectively.

Future minimum lease payments and operating leases consist of the
following:

2004 $ 75,300
2005 75,300
2006 37,650
-----------
Total $ 188,250
===========

(D) 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
December 31, 2003, an agreement has been reached and the Company has been
released from its obligation under the agreement.

NOTE 12 EQUITY

(A) SERIES A CONVERTIBLE PREFERRED STOCK

During 2002, the Company designated 15 shares of preferred stock as
"Class A Preferred" with the following preferences: annual dividend of
$12,000 payable quarterly; convertible in whole only into one half of one
percent of the total number of issued and outstanding common shares of
the Company on the date of conversion limited to a maximum conversion of
375,000 common shares.

During June 2002, the Company issued 15 shares of Class A Preferred stock
for cash of $90,000.

During August 2003, the Company and the Preferred Class A stockholder
agreed to amend the terms and conditions of the payment of dividends and
conversion of the Class A Preferred Stock. The Preferred Stockholder
agreed to exchange the original 15 shares of Class A Preferred Stock and
all accrued dividends for 15 shares of Class A Preferred Stock with the
following attributes: annual dividends of $6,000 payable monthly and
increasing to $7,992 annually following the first month the Company
reaches sales over $15 million per annum and increasing to $9,984
annually for sales of $16 million and increasing to $11,976 per annum for
all sales over $17 million. In addition, each share of Class A Preferred
Stock is convertible into (0.75%) of the total issued and outstanding
common shares up to a maximum conversion of 562,500 common shares.

(B) COMMON STOCK ISSUED FOR SERVICES

During 2002, the Company issued 2,000,000 shares of Common stock for
services to a consultant having a fair value of $200,000.

During 2002, the Company issued 3,000,000 common stock warrants at an
exercise price of $0.05 to a consultant for services. The warrants expire
in 2004. Using the Black-Scholes model, the warrants were valued at
$114,132 under the following assumptions; no annual dividend, volatility
of 242%, risk-free interest rate of return of 3.0% and a term of one
year. The warrants were exercised in 2002 and the Company received cash
proceeds of $150,000.

During 2002, the Company issued 2,500,000 common stock warrants at an
exercise price of $0.10 to a consultant for services. Using the
Black-Scholes model, the warrants were valued at $250,000 under the
following assumptions; no annual dividend, volatility of 242%, risk-free
interest rate of return of 3.0% and a term of 1 year.

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.

NOTE 13 INCOME TAXES

Income tax expense (benefit) for the period ended December 31, 2003 and
2002 is summarized as follows:

2003 2002
-------------- ---------------
Current:
Federal $ -- $ --
State -- --
Deferred - Federal and State -- --
-------------- ---------------

Income tax expense (benefit) $ -- $ --
============== ===============

The Company's tax expense differs from the "expected" tax expense for the
period ended December 31, 2003 and 2002 as follows:

2003 2002
------------ ------------

U.S. Federal income tax expense (benefit) $ (12,364) $ (442,975)
Effect on net operating loss carryforward 12,364 442,975
------------ ------------
$ -- $ --
============ ============

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 2003 and
2002 are as follows:

2003 2002
----------- -----------
Deferred tax assets:
Net operating loss carryforward $ 3,058,864 $ 3,046,500
----------- -----------
Total gross deferred tax assets 3,058,864 3,046,500
Less valuation allowance (3,058,864) (3,046,500)
----------- -----------

Net deferred tax assets $ -- $ --
=========== ===========

At December 31, 2003, the Company had a net operating loss carryforward
of approximately $8,996,000 for U.S. Federal income tax purposes
available to offset future taxable income expiring through 2024. The net
change in the valuation allowance during the year ended December 31, 2003
was an increase of $12,364.

NOTE 14 SEGMENT INFORMATION

The Company operates in two reportable 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.
that operate in the Internet Marketing and Real Estate segments, do not
meet the quantitative thresholds for a separate reportable segment and
are therefore included in the Other segment category. 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 periods ended December 31:

Produce Other Total
------------- ------------ -------------
2003

Revenues $ 11,135,407 $ -- $ 11,135,407
Segment profit (loss) (236,740) 200,376 (36,364)
Total assets 4,872,682 62,770 4,935,452
Additions to long-lived assets 602,101 15,000 617,101
Goodwill 1,111,077 - 1,111,077
Depreciation and amortization 115,624 3,210 118,834

Produce Other Total
------------ ------------ ------------
2002

Revenues $ 5,076,759 $ 53,000 $ 5,129,759
Segment profit (loss) (143,533) (1,162,085) (1,305,618)
Total assets 3,838,527 387,015 4,225,542
Additions to long-lived assets 2,325,000 - 2,325,000
Goodwill 1,111,077 - 1,111,077
Depreciation and amortization 45,793 - 45,793

NOTE 15 RELATED PARTY TRANSACTIONS

LBI Properties, Inc. and LBI Eweb Communities, Inc. are beneficially
owned by the Board of Directors and their beneficiaries (See Notes 1
and 10(A)).

See Notes 6 and 8 for additional related party transactions.

NOTE 16 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a
net loss of $36,364, a negative cash flow from operations of $853,518 and
a stockholders deficiency of $656,643. These factors raise substantial
doubt about its ability to continue as a going concern. The ability of
the Company to continue as a going concern is dependent on the Company's
ability to raise additional funds and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

Management's plan for the Company in regard to these matters is to
continue to grow the produce operations of the business through its 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 marginal costs
by expanding its product line and implementing stricter controls. The
Company is also actively seeking to refinance its long-term debt on terms
more favorable to the Company. Management believes that the actions
presently taken to reduce operating costs, increase revenue and obtain
refinancing provide for the Company to operate as a going concern.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Webb & Company PA billed $8,853.00 to the company for professional services
rendered for the audit of our 2003 financial statements and review of the
financial statements included in our 3rd quarter 10-QSB.

Audit-Related Fees

Webb & Company PA billed $0 to the company in 2003 for assurance and related
services that are reasonably related to the performance of the 2003 audit or
review of the quarterly financial statements.

Tax Fees

Webb & Company PA billed $0 to the company in 2003 for professional services
rendered for tax compliance, tax advice and tax planning.

All Other Fees

Webb & Company PA billed $0 to the company in 2003 for services not described
above.

Weinberg & Company, P.A. billed $34,243 in 2003 and $40,147 in 2002 to the
company for professional services rendered for the audit of our 2003 and 2002
financial statements.

It is the policy of the company's audit committee that all services other than
audit, review or attest services, must be pre-approved by the audit committee.
All of the services described above were approved by the audit committee.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

RAPTOR INVESTMENTS, INC.

BY: /S/ PAUL F. LOVITO JR.
-----------------------------------
PAUL F. LOVITO JR., CHAIRMAN

In accordance with the Exchange Act, this report has been signed by the
following person on behalf of the Company and in the capacities and on the dates
stated.

SIGNATURE TITLE(S) DATE
--------- -------- -------------

/S/ PAUL F. LOVITO JR. CHAIRMAN, PRESIDENT, CHIEF April 8, 2004
------------------------ EXECUTIVE OFFICER
PAUL F. LOVITO JR. AND DIRECTOR
(PRINCIPAL EXECUTIVE
OFFICER)

/S/ MATTHEW J. LOVITO CHIEF FINANCIAL OFFICER, April 8, 2004
---------------------- TREASURER
MATTHEW J. LOVITO AND DIRECTOR
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

/S/ MARC A. LOVITO VICE PRESIDENT AND DIRECTOR April 8, 2004
----------------------
MARC A. LOVITO