U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _______ to _______
INVICTA GROUP INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 91 205 1923
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(State of incorporation) (IRS Employer identification No.)
9553 Harding Avenue, Miami Beach,, Florida 33154
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(Address of principal executive offices)
(305) 866- 6525
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(Issuer's telephone number)
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 [ ]
Number of shares of common stock outstanding as of
November 10, 2003: 31,732,200 shares
Number of shares of preferred stock outstanding as of
November 10, 2003: None
INDEX TO FORM 10-QSB
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Page No.
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PART I
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ITEM 1. Financial Statements
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Balance Sheet - September 30, 2003 1
Statements of Operations - Three and 9 months Months Ended
September 30, 2003 2-3
Statements of Cash Flows - 9 Months Ended
September 30, 2003 4-5
Notes to Financial Statements 6-11
ITEM 2. Management's Discussion and Analysis 12-14
ITEM 3. Quantitative and Qualitative Disclosures on Market Risk 15
ITEM 4. Controls and Procedures 15
PART II
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ITEM 1. Legal Proceedings 16
ITEM 2. Changes in Securities 16
ITEM 3. Defaults Upon Senior Securities 16
ITEM 4. Submission of Matters to a Vote of Security Holders 16
ITEM 5. Other Information 16
ITEM 6. Exhibits 17
INVICTA GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDING SEPTEMBER 30, 2003
INVICTA GROUP INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
2003
----------
ASSETS
Current assets:
Cash and cash equivalents $ 7,687
Accounts Receivable 10,190
Notes Receivable 5,500
----------
Total current assets 23,377
----------
Property and equipment, net of accumulated depreciation
of $13,256, and $21,466. 7,232
Other assets:
Intangible assets, net of accumulated
amortization of $ 35,609 and $79,109. 183,490
----------
$ 214,099
==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 8,013
Notes payable 117,107
Loans from shareholders - current portion 107,000
Deferred officer compensation 526,792
----------
Total current liabilities 758,912
----------
Long-term debt
Loans from shareholders - long term portion 254,071
Convertible Debenture 25,000
Shareholder's equity:
Common stock, par value $ .001, 90,000,000 shares
authorized, 31,732,200 issued and outstanding 31,732
Additional paid in capital 499,322
Retained earnings (1,354,938)
----------
Total shareholder's equity (823,884)
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$ 214,099
==========
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
NINE MONTHS NINE MONTHS QUARTER QUARTER
ENDING ENDING ENDING ENDING
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2003 2002 2003
---------- ---------- ---------- ----------
Revenues earned $ 9,833 $ 14,906 $ 8,791 $ 1,480
Selling, general, and
Administrative expenses 311,258 425,103 138,776 147,191
---------- ---------- ---------- ----------
Operating loss (301,425) (410,197) (129,985) (145,711)
NET LOSS (301,425) (410,197) (129,985) (145,711)
========== ========== ========== ==========
Net loss per share ($ 0.010) ($ 0.013) ($ 0.004) ($ 0.005)
========== ========== ========== ==========
Weighted average shares
outstanding 30,085,200 31,732,200 30,085,200 31,732,200
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS NINE MONTHS
ENDING ENDING
SEPTEMBER 30, SEPTEMBER 30,
2002 2003
---------- ----------
Cash flows from operating activities:
Net income $ (301,425) $ (410,197)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & amortization 24,040 38,400
Stock issued for services
Changes in assets and liabilities:
Accounts receivable and prepaid expenses 30,000 24,310
Accrued expenses 165,000 262,000
Accounts payable & accrued liabilities 7,227 (30,455)
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(75,158) (115,942)
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Cash flows used in investing activities:
Capital asset expenditures (600)
Cash flows used in financing activities:
Proceeds from long term debt 16,200 196,103
Proceeds from sale of comon stock 82,500 800
Payments on long term debt (26,136) (77,202)
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72,564 119,701
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Net change in cash and cash equivalents (2,594) 3,159
Cash and cash equivalents, beginning of period
5,579 4,528
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Cash and cash equivalents, end of period $ 2,985 $ 7,687
========== ==========
SUPPLEMENTAL DISCLOSURE:
Interest expense paid $ 0 $ 0
========== ==========
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
The Company was organized June 1, 2000 under the laws of the State of Nevada.
The Company specializes in the travel and entertainment industry, and is
focusing on the acquisition of various travel and entertainment entities,
operating as independent entities, and capitalizing on marketing and operational
efficiencies.
On July 2, 2002, at a meeting of the Board of Directors, the Board approved
amending its Articles of Incorporation. These amendments were approved by a
majority vote of the stockholders. The Company authorized changing its common
stock authorized, 1000 shares, $0.01 par value, to 90,000,000 shares, common
stock par value $0.001. Additionally, the Company authorized 10,000,000
Preferred shares.
Principles of Consolidation
The consolidated financial statements include the accounts of the company and
the following wholly owned subsidiary. All material inter-company transactions
have been eliminated.
Subsidiary's Name Business Activity
- ----------------- -----------------
Casino Rated Players, Inc. Casino representative company offering comp rooms
to rated players. The Company revenues are a
percentage of the amount of income the Casino
earns from the rated player. The Casino tracks
the play of the rated player to determine its
gross income, and the Company then is paid its
contractual percentage based on that income,
realized at the time of play.
Basis of Accounting
The accompanying consolidated financial statements are prepared using the
accrual basis of accounting where revenues are recognized when earned and
expenses are recognized when incurred. This basis of accounting conforms to
generally accepted accounting principles.
Fixed assets
Fixed assets are carried at cost. The company provides depreciation over the
estimated useful lives of fixed assets using the straight line method. Upon
retirement or sale of fixed assets, their net book value is removed from the
accounts and the difference between such net book value and proceeds received is
income or loss. Expenditures for maintenance and repairs are charged to income
while renewals and betterment's are capitalized.
INVICTA GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDING SEPTEMBER 30, 2003
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
Estimated useful lives are as follows:
Furniture 7 years
Office equipment 5 years
Income taxes
The Company has adopted SFAS 109. The Company has not made a provision for
income tax purposes due to incurring losses since inception. The net losses of
approximately $830,000 can be carried forward to offset future taxable income.
The net operating loss carry-forward begin expiring in 2017.
Intangible assets
The Company assesses long-lived assets for impairment under FASB Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. Under those rules, long-lived assets are included in
impairment evaluations when events or circumstances exist that indicate the
carrying amount of those assets may not be recoverable.
Net income per share
The company has adopted of SFAS 128, Earnings per Share issued by the Financial
Accounting Standards Board.
Net loss per share was computed based on the weighted average number of shares
outstanding during the periods presented.
NOTE 2: MANAGEMENT PLANS REGARDING LIQUIDITY AND OPERATIONS
The Company's management is currently attempting to market and sell the
Company's common shares to individual investors in order to provide cash for
continuing operations, and to fund acquisitions.
If the Company is unable to market and sell it shares of stock, it is unlikely
that the Company will be able to continue to fund operations from existing
revenues. Management believes these efforts will allow the Company to become
profitable, and allow it to continue as a going concern, however; there can be
no assurances to that effect.
NOTE 3: ACQUISITION OF BUSINESSES
Casino Rated Players, Inc.
On July 15, 2002, the Company acquired all of the common stock of Casino Rated
Players, Inc. in exchange for 15,651,000 restricted shares of the Company's
stock with a calculated value of $.005 per share resulting in a total purchase
price of $78,255.
INVICTA GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDING SEPTEMBER 30, 2003
Based on the resulting outstanding shares of the Company at the conclusion of
the transaction, the former shareholders of Casino Rated
NOTE 3: ACQUISITION OF BUSINESSES (CONTINUED)
Casino Rated Players, Inc. held a majority voting position in the combined
company. Accordingly, based on the criteria of SFAS 141, the acquisition was
accounted for as a reverse acquisition. All assets of Invicta Group, Inc. were
recorded at fair market value, and all assets and liabilities of Casino Rated
Players have been recorded at historical cost. The transaction resulted in a
reduction of paid in capital and retained earnings of $356,965 to account for
the elimination of the accumulated deficit of Invicta Group, Inc. and the
elimination for the outstanding common stock of Casino Rated Players, Inc.
The following pro forma information is presented as required by SFAS 141
regarding the presentation of any period present in the financial statements.
The following selected financial information is presented as if the transaction
has occurred at the beginning of each period presented, and the operations were
consolidated.
Quarter Ending
Sept. 30, 2003 Sept. 30, 2002
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Gross Revenues $ 8,791 $ 1,480
Net Income $(129,985) $(145,711)
Earnings Per Share (.004) (.005)
NOTE 4: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is carried at cost. The cost and related
accumulated depreciation as of March 31, 2003 is summarized as follows:
Office furniture and equipment $28,698
Less accumulated depreciation and amortization 21,466
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Total $ 7,232
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NOTE 5: OPERATING LEASES
The Company leases office space for its operations on a month-to-month basis at
$800 per month.
INVICTA GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDING SEPTEMBER 30, 2003
Rent expense for the quarter ending September 30, 2003 and the quarter ended
September 30, 2002 was $2,400, and $2,400 respectively.
NOTE 6: INTANGIBLE ASSETS
Intangible assets consist of the following:
Software $100,000
Web-Site Development 117,658
Client List 44,941
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Total 262,599
Less Accumulated Amortization 79,109
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$183,490
========
The company amortizes intangible assets using the straight-line method over a
5-year period for software, and a 7-year period for both web-site development,
and client list.
NOTE 7: DEFERRED OFFICER COMPENSATION
Amounts accrued for officer salaries, are based on the standard monthly officer
salary. The deferred amounts are non-interest bearing. The Company intends to
pay the deferred amounts from cash flow generated from operations. The Company
intends to make payments on the deferred compensation balances when it has
successfully raised $1,000,000 with its intended stock offering. Payments will
be amortized over 18 months.
NOTE 8: LONG TERM DEBT
Long term debt consist of the following:
Notes Payable - 90-day notes with an annual
interest rate of 6%. The notes automatically
renew at the end of the 90-day period until
paid. $117,107
Loans from shareholders - notes with a
zero interest rate - payable in monthly payments
over 18 months provided the
Company is successful in selling a minimum
of $1,000,000 of the Company's common stock. $361,071
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INVICTA GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDING SEPTEMBER 30, 2003
NOTE 8: LONG TERM DEBT (CONTINUED)
Total long-term debt 478,178
Less current maturities 224,107
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Total long-term debt, less current maturities $254,071
========
Scheduled long-term debt maturities as of March 31, 2003 are as follows:
2003 $224,107
2004 254,071
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$468,178
========
NOTE 9: CONVERTIBLE DEBENTURE
Convertible Debenture - The debenture, issued on August 7, 2003, is for a term
of three years with interest at 10% and is convertible at $.30 per share. The
debenture expires on December 31, 2003.
NOTE 10: FAIR VALUES OF FINANCIAL INSTRUMENTS
All financial instruments are held or issued for purposes other than trading.
The carrying amount of cash, accounts receivable, accounts payable and other
current liabilities approximates fair value because of their short maturity. The
carrying amount of notes payable, related party notes payable, convertible
debentures, and capital lease obligations approximates their fair value based on
current market interest rates offered by the company
NOTE 11: RELATED PARTY TRANSACTIONS
The company has received various short-term advances from one of its primary
shareholders. There is no interest on these advances. The Company intends to
make payments on the shareholder advances when it has successfully raised
$1,000,000 with its intended stock offering. Payments will be amortized over 18
months.
NOTE 12: INNOVAPP SOFTWARE PURCHASE
In July 28, 2002, the Company acquired a unique proprietary software called "on
the fly faring" from Innovapp. The software allows the Company to compare
airfare prices from multiple sources on both the internet and major airline
booking systems, allowing the Company to mark up or down fares in order to
receive the best possible yield on tickets sold.
The software was acquired for two million shares of the Company's common stock,
plus a royalty fee of 10% on sales of licensing agreements over the next five
years. The shares were valued at $.05 per share, resulting in an effective
purchase price of $100,000. The software is amortized ratably over a 5-year
period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
LIQUIDITY AND FINANCIAL CONDITION SEPTEMBER 30, 2003
Invicta Group began its business operations in July 2001 with advertising
of discount air travel tickets in newspapers in South Florida, which resulted in
limited sales beginning in September of that year made by telephone. See
explanation below of accounting treatment of reverse acquisition which reflects
no sales in 2001 based on the results of operations of Casino Rated Players.
Although it introduced its web site, dontpayfullfare.com, in January 2002,
ticket sales have remained confined primarily to the telephone from inception to
the date of this prospectus. In early 2002 Invicta Group initiated negotiations
for the acquisition of its wholly-owned subsidiary, Casino Rated Players, which
was completed on July 15, 2002.
Casino Rated Players began its operations in July 2000, with sales of
airline tickets and tour packages. Casino Rated Players introduced its web site,
casinoratedplayers.com, in March 2001 but did not generate any commission
revenues from casinos during that year. During 2001 and 2002, Casino Rated
Players revenues were derived almost entirely from sale of airline tickets and
general travel packages, and not from what was intended to be its primary focus
; the sale of casino tour packages and Players commissions. Casino Rated Players
has not had funding to advertise.
During 2002, Casino Rated Players earned approximately $1,800 in casino
commissions as a result of casino patrons who discovered Casinoratedplayers.com
by doing their own web searches. Invicta Group intends to begin marketing Casino
Rated Players casino travel package products when equity funding for that
purpose can be obtained and, in that event, expects casino travel package
products and Player's commissions to become a significant part of its business.
The acquisition of Casino Rated Players by Invicta Group was treated as a
reverse acquisition in which the subsidiary, Casino Rated Players, is the
survivor for accounting purposes, even though Invicta Group is the survivor for
legal purposes. Invicta Group issued 13,151,000 of its shares in exchange for
the issued and outstanding shares of Casino Rated Players held by that company's
stockholders and an additional one million shares to Mr. Forhan in payment of
$500,000 in accrued and unpaid compensation due to him from that company.
Mr. Forhan joined the management of Invicta Group. Accordingly, the results
of operations prior to July 15, 2002 presented in the financial statements and
discussed below are the results of Casino Rated Players only, which commenced
its business on January 27, 2000. The following table presents information to
assist the reader in understanding the historical operations conducted by each
of Invicta Group and Casino Rated Players, separately, even though the
information for Invicta Group prior to the acquisition is excluded from the
financial statements presented in this prospectus as a result of the reverse
acquisition accounting treatment.
INVICTA GROUP CASINO RATED PLAYERS
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6 months ended 6 months
Year ended June 30, Year ended June 30,
------------- -------------- -------------- -----------
2001 2002 2003 2001 2002 2003
---- ---- ---- ---- ---- ----
Revenues $0 $6,445 $13,426 $439,234* $1,800 $1,042
Gross profit $0 $6,445 $13,426 $ 33,315 $1,800 $1,042
* Primarily derived from sale of air travel and not the sale of casino
packages.
The following discussion and analysis should be read in conjunction with
Invicta Group's financial statements included in this prospectus. Invicta Group
also engaged in negotiations for the acquisition of another Internet-based
travel company, but was unable to obtain a written letter of intent or
acquisition agreement due to its inability to arrange funding for the proposed
transaction.
RESULTS OF OPERATIONS:
Revenues:
- ---------
Revenues for the 9 months ended September 30, 2003 were $14,906 as compared
to revenues of $9,833 for the 9 months ended September 30, 2002. The revenues in
both periods were derived principally from the sale of airline tickets. The
primary reason for the increase in 2003 over 2002 was referral of new sales from
current customers. Revenues are commissions on air tickets booked directly with
airlines (eight percent), on hotel and motel rooms (eight to sixteen percent),
on rental cars (ten percent), on cruises (sixteen to eighteen percent) and
casino based travel (as described below). Revenues on air travel tickets
purchased through airline consolidators are booked at the commission earned, not
the gross sales price.
Revenues for the three months ended September 30, 2003 were $1,480 and as
compared to revenues of $8,791 for the three months ended September 30, 2002,
respectively. Management believes the decrease in 2003 over 2002 is a result of
no advertising budget in 2003.The revenues in both periods were derived
principally from the sale of airline tickets.
Invicta Group believes that an increase in its marketing expenditures will
generate additional revenues. There is no assurance Invicta Group will be able
to obtain the funding necessary to increase its expenditures for marketing or,
if available, the amount of additional revenues increased marketing expenditures
will generate.
Cost of Revenues:
- -----------------
Revenues are the net amount earned from airline tickets, car rentals,
cruises and travel products. Revenues are the commission earned from these
sources; resulting in revenues between 8% and 18% of the cost of the product
sold to the consumer.
Expenses:
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The major components of selling, general and administrative expenses for
the 9 months ended September 30, 2003 and the 3 months ended September 30, 2003,
in round numbers, are set forth in the following table.
Year ended September 30, 2003
December 31, 2002 9 Months 3 Months
----------------- --------------------
Marketing $ 17,200 $ 3,400 $ 0
Executive compensation $ 342,000 $ 270,000 $ 90,000
Professional fees $ 25,600 $ 13,812 $ 3,550
Amortization and depreciation $ 24,500 $ 26,100 $ 10,800
Automobile expense $ 12,100 $ 10,485 $ 5,312
Insurance $ 7,400 $ 6,003 $ 1,830
Rent $ 21,600 $ 7,720 $ 2,568
Telephone $ 12,100 $ 8,546 $ 3,624
Misc. General Administrative $ 85,782 $ 67,574 $ 18,051
The major components of expenses are general and administrative expense.
The results for the 3 months and 9 ended September 30, 2003 were $147,191 and
$425,103, respectively, versus $138,776 and $311,258 for September 30, 2002,
respectively. The additional costs in 2003 are professional fees for the SB-2
Registration and the addition of the CEO's deferred compensation.
As noted above, sales are driven by marketing. Invicta Group's business
plan calls for an increase in marketing expense in 2003 and 2004. At the date of
this prospectus, Invicta Group does not have funding for marketing expenses.
Executive compensation has been accrued and not paid in 2001, 2002 and 2003. In
the event Invicta Group is able to obtain additional funding, it plans to add
personnel to implement the business plan.
Net Losses:
- -----------
Net loss increased for the 9 months ended September 30, 2003, to $410,197
compared to a net loss of $301,425 for the 9 months ended September 30, 2002.
Net loss for the 3 months ended September 30, 2003, were $145,711 versus
$129,985 for 3 months ended September 30, 2002. The increase in loss in the
first 9 months of 2003 compared to the first 9 months of 2002 was principally
due to additional deferred officer compensation of $180,000 in 2003. Without the
ability to expand its marketing effort, Invicta Group expects losses to
continue.
LIQUIDITY:
- ----------
Invicta Group has not generated sufficient revenue in any period to carry
its costs of operations, realizing a negative cash flow from operations. Invicta
Group has derived its liquidity principally from a loan from Mr. Forhan, CEO in
the amount of $320,671 in 2000, and $117,107 from Mr. Scott, COO in the third
quarter 2003, the sale of its common stock by Invicta Group and Casino Rated
Players for an aggregate of $493,700 thru 2002, and the deferred executive
compensation of $526,792.
For the foreseeable future, Invicta Group expects to attempt a public or private
sale of common stock in the future from which to derive sufficient liquidity for
its pursue of the business plan.
CAPITAL RESOURCES:
- ------------------
Invicta Group has substantially all the capital resources required to
conduct its core business, consisting of its two web sites and search engine for
air fares and casino, cruise and tour packages, and travel related services,
such as rental cars and lodging accommodations. Day-to-day operations of the web
sites require very limited personnel.
Invicta Group does not have the capital resources, including cash ($7,687
at September 30, 2003), necessary to continue in business and expand it
marketing activities, add personnel, expand its relationships with the providers
of travel products and services and engage it a program of acquisitions of
airline consolidators and casino representative companies, not to consider the
acquisition of casino and hotel properties which comprise part of its business
plan.
Invicta Group does not have any arrangements for the sale of its common
stock or for debt financing, in the alternative, to provide liquidity necessary
for it to continue its business.
CONTROLS AND PROCEDURES:
Invicta Group's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of Invicta Group's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of December 31, 2002, (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, Invicta Group's
disclosure controls and procedures were effective to ensure the timely
collection, evaluation, and disclosure of information relating to Invicta Group
that would potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated under the
Act. There were no significant changes in Invicta Group's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the Evaluation Date.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
We do not have any material risk with respect to changes in foreign currency
exchange rates, commodities prices or interest rates. We do not believe that we
have any other relevant market risk with respect to the categories intended to
be discussed in this item of this report.
PART II. OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings None.
Item 2. Changes in Securities None.
Item 3. Defaults Upon Senior Securities None.
Item 4. Submission of Matters to a Vote of Security Holders None.
Item 5. Other Information
Corporation approved by SEC to become effective 8/18/2003
Corporation approved by NASD to become trading OTCBB symbol:
I V G A 10/22/03
Exhibit 99 - Certifications of Management
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INVICTA GROUP INC.
(Registrant)
Date: November 10, 2003 /s/ WILLIAM FORHAN
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WILLIAM FORHAN
Chief Executive Officer
Date: November 10, 2003 /s/ David Scott
---------------
David Scott
Chief Operating Officer