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): August 31, 2007
INVICTA GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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. Financial Information
None.
Item 3. Securities and Trading Markets.
None.
Item 4. Matters Related to Accountants and Financial Statements
Item 4.02(b) Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
(i) On August 22, 2007, Invicta Group, Inc. (the "Company") filed its Form
10-QSB for the quarter ended June 30, 2007. Our independent registered
accountants as of that date had not completed their SAS 100 review of our
financial statements in accordance with Item 310 of Regulation S-B. On August
22, 2007 and May 21, 2007, respectively, the Company submitted in its Form 10-
QSB for the quarters ended June 30, 2007 and March 31, 2007, unaudited
financial statements that were consolidated with that of Maupintour LLC, a
wholly-owned subsidiary whose acquisition was rescinded on August 31, 2007.
These financial statements will be restated to reflect the rescission and the
respective changes.
(ii) The Company's CEO William Forhan has discussed with its independent
registered accountants the matters disclosed in this Form 8-K, and they were
given the opportunity to review the disclosures in this Form 8-K prior to its
filing.
(iii) The Company expects to file amendments to its March 31, 2007 and June
30, 2007 Form 10-QSB's for the necessary restatements of the financials
contained therein by October 10, 2007.
Item 5. Corporate Governance and Management.
Due to material weaknesses in the Company's internal control over financial
reporting during the second quarter of 2007, the Company was not able to
provide to its registered public accountants the financial information of the
Company and its newly acquired subsidiary Maupintour LLC (subsequently
rescinded) in a timely manner to have a SAS 100 review in accordance with Item
310 of Regulation S-B. The Company realizes it needs a full time CFO that can
provide timely financial reporting to the auditor, versus using an outside CPA
firm to send financial reporting to the auditor. The Company plans to hire a
CFO in 60 days to prepare and complete the Company's annual and quarterly
financials on time in the future.
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Item 6. Asset-Backed Securities.
None.
Item 7. Regulation FD.
None.
Item 8. Other Events.
Pursuant to the disclosures in the Registrant's Form 8-K filed March 29, 2007,
as amended March 30, 2007, the Registrant executed, as of March 1, 2007, and
closed, as of March 23, 2007, a Purchase Agreement (the "Purchase Agreement")
to acquire the stock of Maupintour LLC ("Maupintour"), a Nevada corporation,
from William Kirby and Extraordinary Vacations USA Inc. ("EXVG"), a Nevada
corporation, (jointly the "Selling Shareholders"). The Purchase Agreement was
attached as Exhibit 99.1 of the March 29, 2007 Form 8-K and is incorporated
herein by reference. Pursuant to the terms of the Purchase Agreement, the
consideration of the acquisition was $1 cash and assumption of debt of
$900,000. The consideration further stated "If the audit shows a larger debt
than $900,000..., the Buyer [Registrant] has the right to return the Corporation
[Maupintour] to the Selling Shareholders and forgive money that was invested
in the Corporation." Due to circumstances, the Company did not perform an
audit. Accordingly, management has determined that the debt exceeded
$1,000,000 and additionally, that two creditors were seeking an aggregate
indebtedness of approximately $200,000 through litigation. Accordingly, the
Registrant's Board of Directors has voted to rescind the transaction effective
August 31, 2007. Pursuant to the disclosures in the Registrant's Form 8-K
filed March 29, 2007, as amended March 30, 2007, and the Form 8-K filed August
6, 2007, the Registrant disclosed that it was to perform an audit of the
Maupintour financials and file them on EDGAR. However, because of the
rescinding of the Maupintour LLC acquisition, such audit will not be
completed.
Item 9. Financial Statements and Exhibits.
None.
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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: 9/12/07 By: /s/ William G. Forhan
Mr. William G. Forhan, CEO
Invicta Group Inc.
Date: 9/12/07 By: /s/ David Scott
Mr. David Scott, COO
Invicta Group Inc.
Date: 9/12/07 By: /s/ Mercedes Henze
Mercedes Henze, Director
IVIT8KRevisedMaupintourRescind9-12-07
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