SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
AMENDMENT NO. 1 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)
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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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EXPLANATORY NOTE
This Amendment No. 1 to the Form 8-K filed September 12, 2007 on Form 8-K/A
(the "Amendment") is filed to provide clarification and addition to the
disclosures made at Item 4 in the original Form 8-K. Specifically, that it
was the Company's officers that determined that a restatement was necessary
for the reasons that were enumerated in Item 4 of the Form 8-K filed September
12, 2007 and that this conclusion was reached on August 31, 2007. The Item 4
disclosures are restated in their entirety herein and no other item of the
original Form 8-K is modified or updated by the filing of this Amendment.
Item 4. Matters Related to Accountants and Financial Statements
Item 4.02 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.
Because of the foregoing reasons, on August 31, 2007, the Company's officers
concluded that the restatement of the March 31, 2007 and June 30, 2007
financials were necessary 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.
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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: October 2, 2007 By: /s/ William G. Forhan
Mr. William G. Forhan, CEO
Invicta Group Inc.
Date: October 2, 2007 By: /s/ David Scott
Mr. David Scott, COO
Invicta Group Inc.
Date: October 2, 2007 By: /s/ Mercedes Henze
Mercedes Henze, Director
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