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 September 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: 954-771-0650
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 November 21, 2007 of $.05 was
approximately $96,844. 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 November 21, 2007 was
1,976,883.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
<page>
INDEX TO FORM 10-QSB
Page No.
PART I
ITEM 1. Condensed Consolidated Financial Statements 3
Balance Sheet 3
Statements of Operations 4-5
Statements of Cash Flows 6-7
Notes to Financial Statements 8-13
ITEM 2. Management's Discussion and Analysis or Plan of Operations 14-16
ITEM 3. Controls and Procedures 16-17
PART II
ITEM 1. Legal Proceedings 18
ITEM 2. Changes in Securities 18
ITEM 3. Defaults Upon Senior Securities 18
ITEM 4. Submission of Matters to a Vote of Security Holders 18
ITEM 5. Exhibits 18
Signatures 19
2
<page>
PART I
ITEM 1. FINANCIAL STATEMENTS
INVICTA GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2007
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $6,340
-------------
Total current assets 6,340
Property and equipment, net of accumulated depreciation
of $51,091 11,057
Other assets:
Advances to affiliates 17,467
Intangible assets, net of accumulated
amortization of $36,335 74,945
-------------
Total other assets 92,412
-------------
Total assets $109,809
=============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and convertible debentures $304,401
Accounts payable and accrued liabilities 746,457
Accounts payable and accrued liabilities
- discontinued operations 779,129
Notes payable - shareholders 249,995
Accrued compensation - related parties 342,676
-------------
Total current liabilities 2,422,658
-------------
Shareholders' equity (deficit)
Preferred stock series C par value $1.00 480,000 shares
authorized; 480,000 issued and outstanding 15,000
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,1,807,803 issued and outstanding 181
Additional paid in capital 5,185,771
Accumulated deficit (7,613,800)
-------------
Total shareholders' equity (deficit) (2,312,849)
-------------
Total liabilities and shareholders' equity (deficit) $109,809
=============
See accompanying notes to unaudited condensed consolidated
financial statements
3
<page>
INVICTA GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Three
Months Ending Months Ending
September September
2007 2006
------------- -------------
Revenues earned $3,460 $39,840
Cost of sales - -
------------- -------------
Gross margin 3,460 39,840
Selling, general, and administrative expenses 331,611 159,918
------------- -------------
Income (loss) from operations before other
income and expense (328,151) (120,078)
Other income and (expense)
Interest expense - related parties (6,558) (4,359)
Interest expense (13,252) (6,391)
Beneficial interest expense (119,462) (22,405)
------------- -------------
Net income (loss) before provision for
income taxes (467,423) (153,233)
Provision for income taxes - -
------------- -------------
Net income (loss) $(467,423) $(153,233)
============== =============
Net income (loss) per share weighted average
share, basic and diluted ($1.52) ($9.13)
============== =============
Weighted average shares outstanding, basis
and diluted 308,484 16,779
============== =============
See accompanying notes to unaudited condensed consolidated
financial statements
4
<page>
INVICTA GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Nine Nine
Months Ending Months Ending
September September
2007 2006
------------- -------------
Revenues earned $57,473 $116,601
Cost of sales - -
------------- -------------
Gross margin 57,473 116,601
Selling, general, and administrative expenses 783,173 463,080
------------- -------------
Income (loss) from operations before other
income and expense (725,700) (346,479)
Other income and (expense)
Interest income - 183
Interest expense - related parties (15,383) (13,475)
Interest expense (26,389) (13,871)
Beneficial interest expense (196,205) (80,638)
------------- -------------
Net income (loss) before provision for
income taxes (963,677) (454,280)
Provision for income taxes - -
------------- -------------
Net income (loss) $(963,677) $(454,280)
============== =============
Net income (loss) per share weighted
average share, basic
and diluted ($3.99) ($38.18)
============== =============
Weighted average shares outstanding, basis
and diluted 241,803 11,899
============== =============
See accompanying notes to unaudited condensed consolidated
financial statements
5
<page>
INVICTA GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine Nine
Months Ending Months Ending
September 30, September 30,
2007 2006
------------- -------------
Cash flows from operating activities:
Net income $(963,677) $(454,280)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 5,625 5,625
Amortization 26,585 2,120
Stock issued for services 126,358 68,000
Data base aquired for accounts receivable (52,600)
Changes in assets and liabilities:
Accounts receivable and prepaid expenses - (71,258)
Advances to affiliates 19,386 -
Other assets (1,750) (10,000)
Accounts payable and accrued liabilities 339,756 174,454
------------- -------------
(447,717) (337,939)
------------- -------------
Cash flows provided by (used in) investing
activities:
Capital asset expenditures 1,173 (7,029)
------------- -------------
Cash flows provided by financing activities:
Proceeds from notes payable and convertible
debentures 393,887 265,000
Proceeds from sale of common stock 69,176 123,900
Proceed from shareholder notes 24,993 -
Payments on shareholder notes (31,127) -
Payments on notes payable and convertible
debentures (17,005) (42,010)
------------- -------------
439,924 346,890
------------- -------------
Net change in cash and cash equivalents (6,620) 1,922
Cash and cash equivalents, beginning of period 12,960 (1,297)
------------- -------------
Cash and cash equivalents, end of period $6,340 $625
============== =============
See accompanying notes to unaudited condensed consolidated
financial statements
6
<page>
INVICTA GROUP INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Continued)
Nine Nine
Months Ending Months Ending
September 30, September 30,
2007 2006
------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (non capitalized) $9,508 $-
============== =============
Income taxes $- $-
============== =============
Non-Cash Activities:
Stock issued for redemption of Preferred B stock $175,000 $-
============== =============
Stock issued for redemption of Preferred C stock $465,000 $-
============== =============
Preferred stock issued for deferred compensation $- $150,000
============== =============
Stock issued for payments on convertible debentures $558,032 $301,002
============== =============
Stock issued for payments on accounts and notes payable $38,096 $-
============== =============
See accompanying notes to unaudited condensed consolidated
financial statements
7
<page>
INVICTA GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
UNAUDITED
NOTE A. BASIS OF PRESENTATION
ORGANIZATION AND CAPITALIZATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the instructions
of Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. The preparation requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results may differ from these estimates. 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 nine month period ended September 30, 2007 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2007.
"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, 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").
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."
An audit was never performed on the company. Management has determined that
debt was exceeding $1,200,000 and that Maupintour has two creditors seeking
combined payments of over $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 transaction, no such audit will be completed or
filed.
The company realized the Form 10-QSB's for the first and second quarters
needed to be amended as revenues from Maupintour were included in the filings,
plus the balance sheet assets and liabilities included the accounts of
Maupintour."
The financial statements include the accounts of the Company and its wholly-
owned subsidiary. All significant inter-company balances and transactions have
been eliminated.
Certain reclassifications have been made to the prior year financial
statements in order for them to be in conformity with the current year
presentation.
SIGNIFICANT ACCOUNTING POLICIES:
In preparing our unaudited consolidated condensed financial statements and
accounting for the underlying transactions and balances reflected therein, we
have applied the significant accounting policies described in Note 1 to our
consolidated financial statements included in our Annual Report on Form 10-KSB
for the year ended December 31, 2006. During the nine months ended September
30, 2007, we updated our significant accounting policies as follows:
8
<page>
Impairment of Long-Lived Assets and Intangible Assets - The Company makes
reviews for the impairment of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable under SFAS No. 144. An
impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its eventual disposition is less than
its carrying amount.
Income Taxes
Effective January 1, 2007, we adopted Financial Accounting Standard Board
("FASB") Interpretation No. ("FIN") 48, "Accounting for Uncertainty in Income
Taxes," or "FIN 48," which clarifies the accounting for uncertainty in income
taxes recognized in the financial statements in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes," or "SFAS No. 109." We utilize a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.
NOTE B. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2007
INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Nine Months Ended September 30, 2007
Common Stock Additional paid
Shares $ in capital Deficit
------------- ------------- ------------- -------------
Balance December 31, 2006 10,655,488 $1,066 $3,753,223 ($6,650,123)
Stock issued for cash 28,080,769 230 68,946
Stock issued for services 29,925,000 2,993 123,365
Issuance of Common Stock for the payment
on convertible debentures exercised. 355,382,231 38,166 519,866
Commom stock issued for the conversion
of Preferred B stock 8,750,000 875 174,125
Commom stock issued for the payment of
accounts payable and notes payable 5,608,000 560 37,536
Commom stock issued for the conversion
of Preferred C stock 465,000,000 46,500 418,500
500 for 1 reverse stock split (901,593,685) (90,209) 90,209
Net loss for the period ended
September 30, 2007 (963,677)
------------- ------------- ------------- -------------
Balance September 30, 2007 1,807,803 $181 $5,185,770 ($7,613,800)
============= ============= ============= =============
9
<page>
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 September 30, 2007 potentially
dilutive securities consist of convertible debentures that could be converted
into 900 common shares and options that could be converted into 7,765 common
shares.
NOTE D. NOTES PAYABLE - SHAREHOLDERS
The note payable to shareholders is uncollateralized and is 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 the shareholders due to a cash flow shortage.
The shareholder recognizes the default status and has agreed to accept 7%
interest on the note from January 2, 2005 until the note is paid in full. The
Company plans to begin these payments as soon as the necessary cash flow is
available. The entire balance is classified as a current liability.
NOTE E - EQUITY
On September 4, 2007, the Company's 1 for 500 common stock split took effect.
As a result, $90,209 was transferred from common stock to additional paid in
capital. All per share amounts have been adjusted to reflect this reverse
stock split.
Preferred Stock
The board of directors is authorized to determine, without stockholder
approval, the designations, rights, preferences, powers and limitations of the
Company's 50,000,000 shares of authorized preferred stock. The Company has
designated 480,000 shares as preferred stock series C, par value $1.00 per
share; each share is convertible into 2 common shares. The Company has
designated 100,000 shares as preferred stock series D, par value $1.00 per
share; each share is convertible into .14 common shares.
During the third quarter 2007 the Company converted $223,891 of debt into
509,000 shares of common stock. The Company relied upon the exemption from
registration contained in Section 4(2), as the recipients were deemed to be
sophisticated with regard to an investment in the Company.
On July 2, 2007, the Company issued 4,000 shares of its common stock as
compensation for consulting services. A charge of $6,000 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
In July 2007, the Company issued 30,000 shares of its common stock as
compensation for accounting services. A charge of $24,233 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
PREFERRED STOCK, SERIES C
During the third quarter 2007 the Company converted $465,000 of Preferred
Stock, Series C into 930,000 shares of common stock.
On October 22, 2007 the Company rescinded the conversion of its preferred
stock, series C by recalling and retiring the 930,000 shares of common stock
issued during the third quarter and re-issuing 465,000 shares of its preferred
stock, series C with the same terms and conditions.
10
<page>
STOCK WARRANTS
In connection with the issuance of the certain convertible debentures, the
debenture holder received a warrant to purchase 6,000 shares of common stock
for a price of $500.00 per share. No value was assigned to the warrants in
that there was no intrinsic value at the date of issuance.
NOTE F - STOCK OPTIONS
A total of 7,765 stock options were granted to employees, non-employee
directors, officers, or consultants during the year ended December 31, 2004.
At December 31, 2004, the Company had one stock based compensation plan, which
is described below. The Company accounts for the fair value of its grants
under this plan in accordance with FASB 123R. The compensation cost that has
been charged against income for this plan is $0 for the nine months ended
September 30, 2007 and 2006.
For 2006 and 2007 transactions, the Company accounted for options issued
according to FASB Statement No. 123R, "Share-Based Payment, an Amendment of
FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to
recognize in the statement of operations the grant-date fair value of stock
options and other equity-based compensation issued to employees. There were
no options issued in 2006 and 2007.
Prior to 2006, the Company accounted for its employee stock option plans under
the intrinsic value method, in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations. Compensation expense related to the
granting of employee stock options is recorded over the vesting period only
if, on the date of grant, the fair value of the underlying stock exceeds the
option's exercise price.
Stock options outstanding and exercisable at September 30, 2007 are as follows
Options Outstanding
Weighted Average Weighted Average
Range of Exercise Price Shares Outstanding Exercise Price Remaining Life
$125 7,765 $125.00 2.00
NOTE G - INCOME TAXES
As of September 30, 2007, the Company had federal and state net operating
losses of approximately $7,700,000 that are subject to annual limitations
through 2025.
The temporary differences that give rise to deferred tax asset and liability
at September 30, 2007 are as follows:
2007
Net operating losses $3,003,000
Less valuation allowance (3,003,000)
Net deferred tax asset $0
In assessing the amount of deferred tax asset to be recognized, management
considers whether it is more likely than not that some portion or the entire
deferred tax asset will not be realized. It is not possible at this time to
determine that the deferred tax asset is more likely to be realized than not.
Accordingly, a full valuation allowance has been established for all periods
presented.
11
<page>
The Tax Reform Act of 1986 imposed substantial restrictions on the utilization
of net operating losses and tax credits in the event of an "ownership change",
as defined by the Internal Revenue Code. Federal and state net operating
losses are subject to limitations as a result of these restrictions. The
Company experienced a substantial change in ownership exceeding 50%. As a
result, the Company's ability to utilize its net operating losses against
future income has been significantly reduced.
The effective tax rate for the periods ended September 30, 2007 and 2006,
respectively, are as follows:
U.S. statutory tax rate 35%
State and local taxes 4
Less valuation reserve (39)
Effective tax rate 0
We adopted the provisions of Financial Accounting Standards Board ("FASB")
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"), on January 1, 2007. FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement 109,
"Accounting for Income Taxes", and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition.
Based on our evaluation, we have concluded that there are no significant
uncertain tax positions requiring recognition in our financial statements. Our
evaluation was performed for the tax years ended December 31, 2003, 2004, 2005
and 2006, the tax years which remain subject to examination by major tax
jurisdictions as of September 30, 2007.
We may from time to time be assessed interest or penalties by major tax
jurisdictions, although any such assessments historically have been minimal
and immaterial to our financial results. In the event we have received an
assessment for interest and/or penalties, it has been classified in the
financial statements as selling, general and administrative expense.
NOTE H. 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 $7,613,800 since inception
and the Company had negative working capital of $2,416,318 at September 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, the Company's
management has raised approximately $394,000 in funding from its securities
purchase agreement with Golden Gate Investors, Inc. Invicta estimates it will
need $500,000 additional funding for working capital over the next twelve
months.
12
<page>
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 I : SUBSEQUENT EVENTS
On October 22, 2007 the Company rescinded the conversion of its preferred
stock, series C by recalling and retiring the 930,000 shares of common stock
issued during the third quarter and re-issuing 465,000 shares of its preferred
stock, series C with the same terms and conditions.
13
<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Results of Operations for the Nine Months Ended September 30, 2007 Compared to
the Nine Months Ended September 30, 2006
Revenues for the nine months ended September 30, 2007 were $57,473 compared
with $116,601 for the nine months ended September 30, 2006. This represents a
decrease of $59,128 from 2006. The decrease is due to fewer customers
contracting for advertising campaigns for the nine months ended September 30,
2007 compared to the nine months ended September 30, 2006.
Operating expenses for the nine months ended September 30, 2007 were $783,173
compared with $463,080 for the nine months ended September 30, 2006. This
represents an increase of $320,093 from 2006. The majority of the increase is
due to the write off of a bad debt advanced to Maupintour LLC during the
period of $158,932. For the nine months ended September 30, 2007 the major
expenses were as follows: Payroll $180,400; Internet design $40,143;
Professional fees $135,256; Write of loan to Maupintour $103,434. The nine
months ended September 30, 2006 major expenses were: Payroll $190,160;
Professional fees $72,129.
Net other income/expense was an expense of $237,977 for the nine months ended
September 30, 2007 which is attributed to interest expense, compared with net
other expense of $107,801 for the nine months ended September 30, 2006, a
increase of $130,176. The increase is attributable to the increase in
beneficial interest expense on the Company's convertible debentures.
The net loss for the nine months ended September 30, 2007 was $963,677,
compared with a net loss of $454,280 for the nine months ended September 30,
2006, representing an increase of $509,397.
Results of Operations for the Three Months Ended September 30, 2007 Compared
to the Three Months Ended September 30, 2006
Revenues for the three months ended September 30, 2007 were $3,460 compared
with $39,840 for the three months ended September 30, 2006. This represents a
decrease of $36,380 from 2006. The decrease is due to fewer customers
contracting for advertising campaigns for the three months ended September 30,
2007 compared to the three months ended September 30, 2006.
Operating expenses for the three months ended September 30, 2007 were $331,611
compared with $159,918 for the three months ended September 30, 2006. This
represents an increase of $171,693 from 2006. The majority of the increase is
due to the write off of a bad debt advanced to Maupintour LLC during the
period of $40,498. For the three months ended September 30, 2007 the major
expenses were as follows: Payroll $60,000; Internet design $14,811;
Professional fees $68,931; Write of loan to Maupintour $40,498; Interest
Expense $139,272. The three months ended September 30, 2006 major expenses
were: Payroll $66,335; Professional fees $35,293.
Net other income/expense was an expense of $139,292 for the three months ended
September 30, 2007 which is attributed to interest expense, compared with net
other expense of $33,155 for the three months ended September 30, 2006, a
increase of $106,137. The increase is attributable to the increase in
beneficial interest expense on the Company's convertible debentures.
The net loss for the three months ended September 30, 2007 was $467,423,
compared with a net loss of $153,233 for the three months ended September 30,
2006, representing an increase of $314,190.
Liquidity
At September 30, 2007 Invicta Group's current working capital deficit was
$2,416,318. 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.
14
<page>
Funding
Invicta has received equity funding advances from an Institutional Investor
totaling $393,887 for the nine months ended September 30, 2007 and Invicta
paid off $17,005 of debt in that same period. An additional $558,032 of debt
was converted into common stock during the nine months ended September 30,
2007. The debenture balance due as of September 30, 2007 totaled $304,401.
On September 4, 2007, the Company's 1 for 500 common stock split took effect.
As a result, $90,209 was transferred from common stock to additional paid in
capital. All per share amounts have been adjusted to reflect this reverse
stock split.
During the third quarter 2007 the Company converted $223,891 of debt into
509,000 shares of common stock.
On July 2, 2007, the Company issued 4,000 shares of its common stock as
compensation for consulting services. A charge of $6,000 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
In July 2007, the Company issued 30,000 shares of its common stock as
compensation for accounting services. A charge of $24,233 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
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..
Going Concern Concerns
The Company has incurred losses of approximately $7,762,533 since inception
and the Company had negative working capital of $2,565,051 at September 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, the Company's
management has raised approximately $394,000 in funding from its securities
purchase agreement with Golden Gate Investors, Inc. Invicta estimates it will
need $500,000 additional funding for working capital over the next twelve
months.
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.
15
<page>
Inflation
Inflation rates in the United States have not had a significant impact on
operating results for the periods presented.
Off-Balance Sheet Transactions
At no time during the nine months ended September 30, 2007 did the Company
have any relationships with unconsolidated entities or financial partnerships,
including as entities often referred to as structured finance or special
purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions about future events that affect the amounts reported
in the financial statements and accompanying notes. Future events and their
effects cannot be determined with absolute certainty. Therefore, the
determination of estimates requires the exercise of judgment. Actual results
inevitably will differ from those estimates, and such difference may be
material to the Company's financial statements. The Company believes that the
following discussion addresses its Critical Accounting Policies.
Impairment of Long-Lived Assets and Intangible Assets - The Company makes
reviews for the impairment of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable under SFAS No. 144. An
impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its eventual disposition is less than
its carrying amount.
Accounting for Contingencies - The Company accrues for contingencies in
accordance with Statement of Accounting Standards ("SFAS") No. 5, "Accounting
for Contingencies," when it is probable that a liability or loss has been
incurred and the amount can be reasonably estimated. Contingencies by their
nature relate to uncertainties that require the company's exercise of judgment
both in assessing whether or not a liability or loss has been incurred and
estimating the amount of probable loss.
The Company accounts for income taxes in accordance with SFAS No.109. The
Company has provided a full valuation allowance against the assets.
The Company accounts for option issues according to FASB Statement No. 123R,
"Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No.
123R"). FAS No. 123R requires companies to recognize in the statement of
operations the grant-date fair value of stock options and other equity-based
compensation issued to employees beginning January 1, 2006. During the three
months ended September 30, 2007, the Company did not issue any employee stock
options nor did any employee stock options vest.
Internal Control Issues
The Company evaluated, under the supervision and with the participation of the
Company's management (including its chief executive officer and with its chief
financial officer), the effectiveness of the design and operation of its
disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).
Based upon their evaluation of such disclosure controls and procedures, the
Company's chief executive officer and chief financial officer have concluded
as of September 30, 2007, that such controls did not operate as designed and
did not alert them on a timely basis to any material information relating to
the Company required to be included in the Company's periodic SEC filings.
Management continues its focus on the issue of internal control in particular.
In October of 2007 a CPA firm was hired to work with management and the
company's auditors to improve controls. Management will continue to evaluate
and test present and new measures while at the same time reviewing areas that
may require improvement. Additionally, it continues the process of hiring
persons with the skill sets appropriate to fill the Company's needs as they
have evolved.
16
<page>
PART II
ITEM 1. LEGAL PROCEEDINGS
None at this time
ITEM 2. CHANGES IN SECURITIES
On September 4, 2007, the Company's 1 for 500 common stock split took effect.
As a result, $90,209 was transferred from common stock to additional paid in
capital. All per share amounts have been adjusted to reflect this reverse
stock split.
During the third quarter 2007 the Company converted $223,891 of debt into
509,000 shares of common stock. The Company relied upon the exemption from
registration contained in Section 4(2), as the recipients were deemed to be
sophisticated with regard to an investment in the Company.
On July 2, 2007, the Company issued 4,000 shares of its common stock as
compensation for consulting services. A charge of $6,000 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
In July 2007, the Company issued 30,000 shares of its common stock as
compensation for accounting services. A charge of $24,233 was recorded for the
nine ended September 30, 2007, valued at fair market value, in connection with
this transaction. The Company relied upon the exemption from registration
contained in Section 4(2), as the recipients were deemed to be sophisticated
with regard to an investment in the Company.
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. 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
17
<page>
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
William G. Forhan
Chief Executive Officer and President
December 7, 2007
By: /s/ Richard David Scott
Richard David Scott
Chief Financial Officer
December 7, 2007
18
<page>