SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 16, 2004 INVICTA GROUP INC. (Name of Small Business Issuer in Its Charter) Nevada 4700 91-2051923 (State or Other Jurisdiction of (Primary Standard (I.R.S. Employer Incorporation or Organization) Industrial Identification No.) Classification Number) 9553 Harding Avenue, Suite 301 Miami Beach, FL 33154 (305) 866-6525 (Address and Telephone Number of Principal Executive Offices) William G. Forhan, President 9553 Harding Avenue, Suite 301 Miami Beach, FL 33154 (305) 866-6525 (Name, Address and Telephone Number of Agent for Service) ITEM 5. OTHER EVENTS On January 8, 2004, Invicta Group Inc. ("Invicta") executed a Purchase Agreement with ISIP Telecom, Inc. (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, Invicta acquired all of the outstanding stock of ISIP Telecom, in exhange for 100,000 shares of Invicta's common stock. ISIP Telecon owns, anong other assets, a voice over IP Telecomunications business and Solutions Company, based in South Florida. The value of the acquisition is not material; therefore, no audit of the acquired assets will be performed. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Schedule of Exhibits. The following exhibits are furnished in accordance ---------------------- with the provisions of Item 601 of Regulation S-B: Exhibit No. Exhibit - ----------- ------- 99.1 Purchase Agreement, dated as of January 8, 2004. - ---- ------------------------------------------------ SIGNATURE 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. Date: January 15, 2004 By: /s/ William G. Forhan ----------------------- William G. Forhan, President EXHIBIT INDEX Exhibit 99.1 Purchase Agreement, dated as of January 8, 2004.