U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the 1st Quarter ended June 30, 2007.
OR
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for
the transition period from __________ to _________.
Commission File Number: 333-102555
INVICTA GROUP INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 91-2051923
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2400 East Commercial Blvd. Suite 618
Ft. Lauderdale, FL 33308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: 954-771-1103
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock par
value $.0001 per share
Securities Registered Pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based upon the average of the closing bid and ask price of the
Common Stock on the OTC Bulletin Board system on August 15, 2007 of $.0017
was approximately $450,000. Shares of Common Stock held by each officer and
director and by each person who may be deemed to be an affiliate have been
excluded.
The number of shares of common stock outstanding as of August 15, 2007 was
265,401,488.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
<page>
BACKGROUND OF CORPORATION
Invicta Group Inc. is an Internet Media Company that offers a website known as
Travel Hot Link www.travelhotlink.com. Travel Hot Link has a database of 40
million travel enthusiasts seeking discounted travel products: cruise
vacations, airline tickets, hotel rooms car rentals, and packaged tours.
Travel Hot Link offers Travel Suppliers a media to reach awareness of their
discounts. We offer advertisers a number of advertising options: a weekly
Email to a 10 million travel enthusiasts promoting 10 - 15 discounted travel
products; a Custom Email to 2 - 10M travel enthusiasts; Banner ads and website
listings to our website.
The company is in a competitive marketplace that has companies with more
experience, branded names, experienced sales forces, and better technology to
reach the travel marketplace.
Invicta Group Inc started on 7/15/2002 as a private travel company that was
specializing as an Airline Consolidator selling international airline tickets
to the public; doing business as Don't Pay Full Fare.com Invicta became a
public company in November 2003 and targeted an acquisition of an airline
consolidator company that had over 12 years experience and multiple European
Airline contracts. The company was acquired in February 2004 and the end of
November 2004 the seller resigned, canceling his 5 year employment contract.
The company lost agreements with the company's largest airline suppliers in
less then one week; eliminating nearly 50% of the revenues. Invicta decided to
close the air consolidator company and leave the slim margin business of
Airline Consolidator in April 2005 due to losses that could not be overcome.
Invicta management spent the balance of 2005 developing a new business plan
and began focusing on the Internet Media marketplace as the new frontier to
market travel products online. Today, Invicta Group Inc. acts as the holding
company of subsidiary Travel Hot Link.
Travel Hot Link began sending 10 million Emails weekly to travel enthusiasts
on June 12 ,2006 generating $404,000 revenues for the balance of the year.
Invicta acquired a travel tour operator on March 1, 2007, known as Maupintour.
The company has been in business since 1951 offering upscale escorted tours to
50 countries. Revenues in 2006 exceeded $7,000,000. The company will be
marketed by Invicta's Email database and the database of Maupintour Alumni of
over 250,000 travelers.
The attached information is an overview of the companies operations and
financial status.
2
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INDEX TO FORM 10-QSB
Page No.
PART I
ITEM 1. Financial Statements 4
Balance Sheet 4
Statements of Operations 5
Statements of Cash Flows 7
Statement of Changes in Stockholders' Equity 8
Notes to Financial Statements 9
ITEM 2. Management's Discussion and Analysis 14
ITEM 3. Controls and Procedures 15
PART II
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
Signatures 18
3
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INVICTA GROUP INC.
CONSOLIDATED BALANCE SHEET
June 30, 2007
(UNAUDITED)
ASSETS
<table>
<s> <c>
Current assets:
Cash and cash equivalents $50,593
Restricted cash 35,000
Accounts receivable 43,285
Prepaid expenses 329,181
Total current assets 458,059
Property and equipment, net of accumulated
depreciation of $71,843 28,992
Other assets:
Security Deposits 1,500
Advances to affiliates 32,467
Intangible assets, net of accumulated
amortization of $45,560 414,470
Total Assets $935,488
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and convertible debentures $423,292
Accounts payable and accrued liabilities 1,168,389
Accounts payable and accrued liabilities
- discontinued operations 698,230
Accrued expenses and other liabilities 1,322,497
Capital lease obligations 80,899
Accrued compensation - related parties 288,963
Total current liabilities 3,982,270
Long-term debt
Notes Payable - shareholders 240,099
Total Liabilities 4,222,369
Shareholders' Equity (Deficit)
Preferred stock series C par value $1.00 480,000 shares
authorized; 480,000 issued and outstanding 480,000
Preferred stock series D par value $1.00 100,000 shares
authorized; 100,000 issued and outstanding 100,000
Common stock, par value $ .0001, 1,000,000,000 shares
authorized, 167,401,488 issued and outstanding 16,740
Additional paid in capital 4,450,087
Accumulated deficit (8,333,708)
Total Shareholders' equity ( deficit) (3,286,881)
Total Liabilities and Shareholders' Equity (deficit) $935,488
</table>
4
See accompanying notes to consolidated financial statements
<page>
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<table>
<s> <c> <c>
Three Three
Months Ending Months Ending
June June
2007 2006
Revenues earned $718,364 $51,700
Cost of sales 526,198
Gross margin 192,166 51,700
Selling, general, and administrative expenses 689,537 129,435
Income (loss) from operations before other income and expense (497,371) (77,735)
Other income and (expense)
Interest income 183
Interest expense - related parties (4,400)
Interest expense (4,550)
Beneficial interest expense (40,677) (47,908)
Asset impairment charge
Net income (loss) before provision for income taxes (546,998) (125,460)
Provision for income taxes 0 0
Net income (loss) $(546,998) $(125,460)
Net income (loss) per share weighted average share, basic
and diluted ($0.008) ($0.025)
Weighted average shares outstanding, basis and diluted 71,985,851 4,959,858
</table>
5
See accompanying notes to consolidated financial statements
<page>
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<table>
<s> <c> <c>
Six Six
Months Ending Months Ending
June June
2007 2006
Revenues earned $913,576 $76,761
Cost of sales 652,810
Gross margin 260,766 76,761
Selling, general, and administrative expenses 961,095 307,662
Income (loss) from operations before other income and expense (700,329) (230,901)
Other income and (expense)
Interest income (13,137) 183
Interest expense - related parties (8,825)
Interest expense
Beneficial interest expense (76,743) (58,233)
Asset impairment charge (885,818)
Net income (loss) before provision for income taxes (1,684,852) (288,951)
Provision for income taxes 0 0
Net income (loss) $(1,684,852) $(288,951)
Net income (loss) per share weighted average share, basic
and diluted ($0.038) ($0.061)
Weighted average shares outstanding, basis and diluted 44,300,383 4,709,548
</table>
6
See accompanying notes to consolidated financial statements
<page>
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<table>
<s> <c> <c>
Six Six
Months Ending Months Ending
June June
2007 2006
Cash flows from operating activities:
Net income $(1,684,852) $(288,951)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 6,727 3,750
Amortization 35,810
Stock issued for services 96,125 64,500
Asset impairment charge 885,818
Changes in assets and liabilities:
Accounts receivable and prepaid expenses (25,771) (39,845)
Other assets (277,813) (42,400)
Accounts payable & accrued liabilities 640,206 18,200
(323,750) (284,746)
Cash flows used in investing activities:
Capital asset expenditures (7,029)
Cash flows used in financing activities:
Proceeds from long term debt 271,794 235,500
Proceeds from sale of comon stock 69,176 29,600
Payments on long term debt (17,005) (30,261)
323,965 234,839
Net change in cash and cash equivalents 215 (56,936)
Cash and cash equivalents, beginning of period 85,378 (1,297)
Cash and cash equivalents, end of period $85,593 $(58,233)
Additional Cash Flow Information:
Cash paid during the period for:
Interest (non capitalized) $9,508
IncomeTaxes $0 $0
Non-Cash Activities:
Stock issued for redemption of Preferred B stock $175,000
Stock issued for stock subscriptions receivable $236,000
Stock issued for payments on convertible debentures $330,716
Stock issued for payments on accounts and notes payable $38,097
</table>
7
See accompanying notes to consolidated financial statements
<page>
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Three Months Ended June 30, 2007
<table>
<s> <c> <c> <c> <c>
Common Stock Additional Paid
Shares $ in capital Deficit
Balance December 31, 2006 10,655,488 $1,066 $3,753,223 ($6,648,856)
Stock issued for cash
Stock issued for services 2,400,000 240 41,260
Issuance of Common Stock for the payment
on convertible debentures exercised. 15,163,000 1,516 159,232
Commom stock issued for the conversion
of Preferred B stock 8,750,000 875 174,125
Net loss for the period ended
March 31, 2007 (1,137,854)
Balance March 31, 2007 36,968,488 $3,697 $4,127,840 ($7,786,710)
Stock issued for cash 28,080,769 230 68,946
Stock issued for services 10,525,000 1,053 53,572
Issuance of Common Stock for the payment
on convertible debentures exercised. 86,219,231 11,200 162,193
Commom stock issued for the payment of
accounts payable and notes payable 5,608,000 560 37,536
Net loss for the period ended
June 30, 2007 (546,998)
Balance June 30, 2007 167,401,488 $16,740 $4,450,087 ($8,333,708)
</table>
8
See accompanying notes to consolidated financial statements
<page>
INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
UNAUDITED
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six month
period ended June 30, 2007 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2007.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company and Subsidiaries' annual
report on Form 10-K for the year ended December 31, 2006.
NOTE B. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30,
2007
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<s> <c> <c> <c> <c>
Common Stock Additional Paid
Shares Amount in Capital Deficit
Balance December 31, 2006 10,655,488 $ 1,066 $3,753,223 $(6,648,856)
Stock issued for cash 28,080,769 230 68,946
Stock issued for legal and
marketing services 12,925,000 1,293 94,832
Stock issued in exchange for payment
of convertible debentures 101,382,231 12,716 321,425
Stock issued in exchange for payment
of accounts payable and notes
payable 5,608,000 560 37,536
Common stock issued for the
conversion of preferred B stock 8,750,000 875 174,125
Net loss for the six months ended
June 30, 2007 (1,684,852)
Balance June 30, 2007 167,401,488 $16,740 $4,450,087 $(8,333,708)
</table>
NOTE C. INCOME PER SHARE
Basic net loss per share was computed based on the weighted average shares of
common stock outstanding and excludes any potential dilution. Diluted net
loss per share reflects the potential dilution from the exercise or conversion
of all dilutive securities, such as convertible debentures, into common stock
and stock purchase options. The Company's outstanding convertible debentures
and options are not included in the computation of basic or diluted net loss
per share since they are anti-dilutive. At June 30, 2007 potentially dilutive
securities consist of convertible debentures that could be converted into
450,000 common shares and options that could be converted into 3,882,656
common shares.
9
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
UNAUDITED
NOTE D. CAPITAL LEASE
The capital lease liability is for leased phone equipment for Aiplan that was
to expire on March 31, 2005. Since the Company did not notify the lessor in
writing of its intent to cancel the lease was automatically renewed for a
period of two years. The lessor has confirmed receipt of a verbal
cancellation notice, but is still contending no written cancellation was
received. Because of this the Company is disputing this amount. Management
has forwarded the Company's current financial information to the lessor's
attorneys indicating that no assets exist to pay this liability, and since the
operations of the Company have been ceased they have requested them to stop
pursuing payment on this amount
NOTE E. NOTES PAYABLE - SHAREHOLDERS
Note payable to shareholders, uncollateralized, payable on the first month
after the Company has received $1,000,000 in equity funding. The monthly
installments due to shareholder are approximately $20,000. Invicta is in
default on the payments to shareholders due to a cash flow shortage.
Shareholder recognizes default status and will accept 7% interest on note from
1/2/05 until paid in full. The Company plans to begin these payments as soon
as the necessary cash flow is available which management expects to be in
2007. Therefore, the entire balance of $ 240,099 is classified as long-term
debt for 2007 and $247,192 for 2006. Invicta owes seller of Airplan, Inc.
$60,000, but does not intend to pay due to termination of employment contract.
NOTE F. LEASES
Corporate Office:
Effective May 1, 2006, the Company has moved its headquarters from its office
in Miami to a new office location in Ft. Lauderdale.
The Company leases its office space under a five-year, non-cancelable
operating lease for approximately $1,900 per month.
Obligations under the non-cancelable operating leases are as follow:
Year ending December 31,
2007 $ 7,600
2008 22,800
2009 24,000
20010 25,200
Thereafter 25,800
$105,400
10
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
UNAUDITED
Maupintour Office:
The Company leases office space in Las Vegas, Nevada at a rate of $3,900 per
month. The lease expires on June 1, 2008. The Company's Lawrence Kansas
office is leased on a month to month basis at a rate of $700 per month.
NOTE G: PREFERRED STOCK SERIES B
Invicta's Board authorized the conversion of 175,000 shares of Preferred B
Stock to restricted common shares in order to provide security for a corporate
loan. The Company was unable to finalize the loan, therefore 7,673,750 common
shares that were to be used as collateral are being held in escrow for future
funding. An additional 1,076,250 shares were issued to a director for their
respective share of the Preferred B stock.
NOTE H: ACQUISITION
On March 1, 2007, the Company used the purchase method to acquire all of the
common stock of Maupintour, LLC, a Nevada Limited Liability Company formed in
2003, in exchange for $1.
Maupintour, LLC. is a travel tour operator with both wholesale and retail
travel divisions. The Company operates offices in Las Vegas, Nevada and
Lawrence Kansas.
The Company's 2007 quarterly consolidated results include the operations of
Maupintour, LLC. from the date of acquisition.
Liabilities assumed exceeded assets acquired by $1,085,818. The resulting
intangible asset was allocated as follows:
Customer list $200,000
Goodwill $885,818
Fair values were determined by management's estimates without independent
appraisal.
The Company will amortize the customer list beginning April 1, 2007 over a 5-
year period. All goodwill acquired has been written off during the quarter
ending March 31, 2007 as an impairment loss.
The unaudited pro forma information for the quarter ended June 30, 2007 and
2006 assumes the acquisitions occurred as of the beginning of each respective
year, after giving effect to certain adjustments, including amortization and
depreciation based upon the adjustments to the fair values of intangibles and
property, plant and equipment acquired. The pro forma results have been
prepared for comparative purposes only and are not necessarily indicative of
the results of operations that may occur in the future or that would have
occurred had the acquisitions been effected at the beginning of each period
presented.
11
<page>
INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
UNAUDITED
Pro Forma Information for Acquisitions: Six Months Ended June 31,
June 31,
2007 2006
Gross Revenues $1,102,213 $2,405,588
Net Income (Loss) (561,339) (634,393)
Earnings (Loss) Per Share (.0 ) (.13)
NOTE I. LITIGATION
On June 27, 2007 MaupinTour, LLC, a wholly owned subsidiary of Invicta Group
Inc.
("Maupintour"), was served with a summons issued by the Supreme Court of New
York, Nassau, County to respond to the claim by Great Eastern Printing Co.,
Inc., that it is owed $120,438.39 for printing contracted and completed before
Invicta purchased the shares of Maupintour. Management has obtained an
extension of time to answer or otherwise plead until August 17, 2007 in order
to allow time to determine if the case can be amicably resolved or, in the
alternative, Invicta has the option to rescind the Maupintour March 1, 2007
stock purchase agreement.
NOTE J. GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.
The Company has incurred losses of approximately $8,300,000 since inception
and the Company had negative working capital of $3,525,000 at June 30, 2007.
These factors raise substantial doubt about the Company's ability to continue
as a going concern.
Management believes that it will be able to generate cash sufficient to
support its operations. Management believes that it can generate this cash
and ultimately profits from advertising revenues on its website
travelhotlink.com. Travel Hot Link has no involvement with the reservation;
its revenues are generated from the Travel Supplier that advertises its travel
products online. It is estimated that Travel Hot Link will reach a potential
40 million travel enthusiasts that are seeking travel bargains online.
In addition to the assumption regarding increased revenues, in the 1st quarter
of 2007, the Company's management has raised approximately $160,000 in equity
funding from its securities purchase agreement with Golden Gate Investors,
Inc. Invicta estimates it will need $500,000 additional funding for working
capital in 2007.
12
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
UNAUDITED
Management feels that its increase revenues from its Travel Hot Link web-site,
its equity and financing plans and the revenues from the acquisition will
provide the working capital to allow it to continue as a going concern.
However, there can be no assurances the Company will be successful in its
efforts to secure additional equity funding, financing or attain profitable
operations. The accompanying consolidated financial statements do not include
any adjustments that might result should the Company be unable to continue as
a going concern.
NOTE K. SUBSEQUENT EVENTS
On August 6, 2007 Maupintour was served with a summons issued by the District
Court in Clark County, Nevada for a claim made by Hotel Sacher that $102,246
is due for services contracted and completed before Invicta completed the
purchase of Maupintour. Management is negotiating an extension of time to
answer or otherwise plead until August 26, 2007, to allow time to determine if
the case can be amicably resolved or, in the alternative, Invicta has the
option to rescind the Maupintour March 1, 2007 share purchase agreement.
13
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
Invicta Group's consolidated financial statements included in this report.
Results of Operations
New Revenue Stream
The company acquired an escorted tour operator March 1, 2007. The company will
provide marketing services via their Email database of 40 Million travel
enthusiasts, promoting the tours and offering a discount for early bookings.
The acquisition, Maupintour, is a leader in the travel industry known for its
upscale escorted tours to over 50 Countries.
Revenues
Revenues for the 2nd Quarter were generated from Internet Media sold by Travel
Hot Link and Consumer travel packages sold by Maupintour. Internet Media
Advertising revenues are flat fees charged to travel suppliers (hotels,
airlines, tour operators) for media purchase on website www.travelhotlink.com
.. Revenues for Consumer travel are escorted tours for groups ranging in size
from 12-25 people. Revenues are recognized when a traveler is paid in full and
their trip departs. Revenues for the 2nd Quarter ended June 30, 2007 were
$718,364 compared to revenues of $51,700 for the 2nd Quarter ended June 30,
2006. The revenues in 2007 were generated from Internet Media Advertising and
Consumer travel packages vs. 2006 revenues were from airline commissions.
Revenues for 6 months 2007 were $913,576 versus same period 2006 revenues were
$76,761.
Expenses
The major components of expenses are general and administrative expenses. The
2nd Quarter June 30, 2007 major expenses were: Payroll $238,714; Internet
design $25,332; Professional fees $66,325; Interest Expense $49,627; the total
G&A expenses for the quarter were $689,537
Acquisition of Tour Operator
March 1, 2007 Invicta acquired a Tour Operator that offers escorted tours to
50 Countries. The acquisition's revenues in 2006 were $7.1 million. The
company was acquired for $1 cash and acceptance of $1,085,818 debt.. The audit
has not been completed as of 8/20/2007, the audit started 8/14/07 ;
estimating a completed audit in 30-45 days.
Impairment Charge Acquisition
The Company's 2007 quarterly consolidated results include the operations of
Maupintour, LLC. from the date of acquisition.
Liabilities assumed exceeded assets acquired by $1,085,818. The resulting
intangible asset was written off as an Asset impairment charge allocated as
follows:
Customer list $200,000
Goodwill $885,818
14
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Fair values were determined by management's estimates without independent
appraisal.
The Company will amortize the customer list beginning April 1, 2007 over a 5-
year period. All goodwill acquired has been written off during the quarter
ending March 31, 2007 as an impairment loss.
Net Profit/Net Losses
Net profit from Operations for the Quarter ended June 30, 2007 was $(546,988);
income per share: $(0.008) compared to a net loss of $(125,460); loss per
share $(0.025) for the Quarter ended June 30, 2006. The losses for the past 6
months 2007 totaled $(1,684,852) versus $(288,951) losses for the first 6
months 2006; $885,818 Goodwill was expensed for the acquisition of Maupintour.
Funding
Invicta has received equity funding advances from an Institutional Investor
totaling $162,708 for the June 30, 2007 Quarter, and Invicta paid off $73,179
of debt in the Quarter. The debenture balance due as of June 30, 2007 totaled
$338,292 Payments are made with conversions of free trading stock based on the
formula: a 25% discount of the average of the three lowest days Bids, for the
20 days before conversion notice is delivered.
Liquidity
June 30, 2007 and 2006, Invicta Group's current liquidity ratios were (.22%)
and (.043%) respectively. Invicta Group has not generated sufficient revenue
in any period, to carry its costs of operations. Invicta has derived its
liquidity principally from the sale of stock.
Common Stock Issued 2nd Quarter 2007
Invicta issued 130,433,000 common shares in the 2nd Quarter of 2007;
12,825,000 shares were issued for $37,625 consulting, 2,500,000 were issued
for professionals fees of $15,000. 112,000,000 shares were issued to raise
$162,708 equity funds and pay off debentures of $43,096 owed to Institutional
Investor; and 3,108,000 shares were used to pay individual debentures that
matured. Total shares issued 6/30/2007 were 167,401,488.
Capital Resources
Additional capital needs to be invested in the company. Invicta will need a
minimum of $500,000 cash to assure the working capital is available to the
company to implement its business plan.
ITEM 3. 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 June 30, 2007, (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 changes in Invicta Group's internal controls over
financial reporting that have materially affected, or are reasonably likely to
materially affect, its internal controls over financial reporting during the
three months ending as of the Evaluation Date.
15
<page>
PART II
ITEM 1. LEGAL PROCEEDINGS
Great Eastern Printing filed a complaint against Maupintour for old printing
bills totaling $120,439. The company has negotiated a Settlement Agreement to
pay the entire amount; assuming the Company can generate equity funding in
October 2007.
August 6, 2007 the Company was served with a Complaint from a vendor seeking
$102,246 on damages for services rendered. The Corporation is responding to
the complaint.
Subsequent Events
On August 6, 2007 Maupintour was served with a summons issued by the District
Court in Clark County, Nevada for a claim made by Hotel Sacher that $102,246
is due for services contracted and completed before Invicta completed the
purchase of Maupintour. Management is negotiating an extension of time to
answer or otherwise plead until August 26, 2007, to allow time to determine if
the case can be amicably resolved or, in the alternative, Invicta has the
option to rescind the Maupintour March 1, 2007 share purchase agreement.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None at this time
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None at this time
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None at this time
ITEM 5. OTHER INFORMATION
None at this time
16
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ITEM 6. EXHIBITS
Exhibit No Description of Document
- ----------- -----------------------
3.1(a) Articles of Incorporation of Invicta Group Inc.*
3.1(b) Articles of Amendment*
3.2 Bylaws*
10.1 2002 Equity Compensation Plan*
10.2 Employment Agreement between Invicta Group and William G. Forhan*
10.3 Employment Agreement between Invicta Group and R. David Scott*
10.4 Employment Agreement between Invicta Group and Mercedes Henze*
10.5 Lease for Ft. Lauderdale, Florida Office*
10.6 Stock Purchase Agreement for the Shares of Casino Rated Players. Inc.*
10.8 Promissory Note to William G. Forhan*
31 Certification of the Chief Executive Officer and Chief Financial
Officer
pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial
Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
* Indicates previously filed in a Registration on Form SB-2, Commission
File No. 333-102555
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ William G. Forhan August 20, 2007
William G. Forhan
Chief Executive Officer and President
By: /s/ Richard David Scott August 20, 2007
Richard David Scott
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ William G. Forhan Chief Executive Officer, August 20, 2007
William G. Forhan President and Director
/s/ Richard David Scott Chief Operating Officer, August 20, 2007
Richard David Scott Principal Accounting and
Financial Officer and Director
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