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 (DATE OF EARLIEST EVENT REPORTED): March 23, 2007
INVICTA GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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NEVADA 4700 91-2051923
(State or Other (Primary Standard (IRS Employee
Jurisdiction of Industrial Classification Identification No.)
Incorporation or Number)
Organization)
2400 East Commercial Blvd. Suite 618
Ft. Lauderdale, FL 33308
(Address of Principal Executive Offices)
(954) 771-0650
(Issuer Telephone Number)
None
(Former name or former address, if changed since last report.)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1. Registrant's Business and Operations.
None.
Item 2.01 Completion of Acquisition or Disposition of Assets
Invicta Group Inc. ("Invicta") has executed, as of March 1, 2007, and
closed, as of March 23, 2007, a Purchase Agreement (the "Purchase
Agreement") with William Kirby and EXTRAORDINARY VACATIONS USA Inc.
("EXVG"), a Nevada corporation, (jointly the "Selling Shareholders")
individuals and sole shareholders of Maupintour Inc. LLC, a Nevada
corporation ("Maupintour").
Maupintour is located in Las Vegas, Nevada and Lawrence, Kansas and, among
other things, owns (1) a wholesale and retail travel company, (2) certain
domain names, (3) an email database of over 2,000,000 travel agencies and
customers, (4) an Airlines Reporting Corporation (ARC) appointment, (5)
various bank and credit card merchant accounts, (6) two Internet websites,
and (7) computer equipment for email broadcasting from the Las Vegas office.
In consideration of $1.00 payment to EXVG and the assumption of all debt of
Maupintour, not to exceed $900,000, Invicta has acquired 100% of the
outstanding stock and assets of Maupintour. At the completion of the
closing, Maupintour became a wholly owned subsidiary of Invicta.
An audit of Maupintour will be conducted within 71 days of the filing of this
Form 8-K. If the audit shows a larger debt then $900,000 or the financial
projections provided by the Selling Shareholders do not materialize over the
next 9 months, Invicta has the right to return Maupintour to the Selling
Shareholders and forgive money that was invested in Maupintour.
Item 3. Securities and Trading Markets.
None.
Item 4. Matters Related to Accountants and Financial Statements
None.
Item 5. Corporate Governance and Management.
None.
Item 6. Asset-Backed Securities.
None.
Item 7. Regulation FD.
None.
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Item 8. Other Events.
None.
Item 9. Financial Statements and Exhibits.
The Company will file within 71 days of the filing of this Form 8-K the
financial statements for the businesses acquired for the periods specified in
Rule 3-05(b) of Regulation S-X and any pro forma financials required by
Article 11 of Regulation S-X.
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 March 1, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this 8-K report to be signed on its behalf by the
undersigned hereunto duly authorized.
Registrant: Invicta Group Inc.
Date: 3/29/07 By: /s/ William Forhan
Mr. William G. Forhan, CEO
Invicta Group Inc.
Date: 3/29/07 By: /s/ David Scott
Mr. David Scott, COO
Invicta Group Inc.
Date: 3/29/07 By: /s/ Mercedes Henze
Mercedes Henze, Director
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