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: March 10, 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 2. ACQUISITION OF ASSETS
Invicta Group Inc. ("Invicta") has executed, as of February 18, 2004, a
Purchase Agreement (the "Purchase Agreement") with John Latimer and Karen
Latimer, (jointly the "Selling Shareholders") the sole shareholders of AIR PLAN,
INC. (collectively the "Corporations").
The Corporations own certain domain names and two Internet websites, a
database of 3,000 plus Travel Agencies/customers; have an ARC appointment (ARC
number 39812776) and have various bank and credit card merchant accounts.
In consideration of 1,000,000 newly issued shares of its common stock,
Invicta shall acquire all of the outstanding stock and assets of the
Corporations. At the completion of the Closing, each of the Corporations shall
be and become a wholly owned subsidiary of Invicta.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company plans to file the financial statement for the businesses
acquired within 60 days hereof.
Schedule of Exhibits. The following exhibits are furnished in accordance
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with the provisions of Item 601 of Regulation S-B:
Exhibit No. Exhibit
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99.1 Purchase Agreement, dated as of February 18, 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: March 10, 2004
By: /s/ William G. Forhan
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William G. Forhan, President
EXHIBIT INDEX
Exhibit
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99.1 Purchase Agreement, dated as of February 18, 2004.