SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 333-102555
|X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR
For the period ended: December 31, 2008
| | Transition Report on Form 10-K
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q
| | Transition Report on Form NSAR
For the transition period ended:
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Read attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification related to a portion of the filing checked above, identify
the item(s) to which notification relates:
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Part I-Registrant Information
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Full name of Registrant: Invicta Group, Inc.
Former name if Applicable:
Address of Principal Executive Office
(Street and Number): 1165 North Clark Street, Suite 410
City, State and Zip Code: Chicago, Illinois 60610
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Part II-Rule 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.(Check box if appropriate.)
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(a) The reasons described in detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
|X |
(b) The subject annual report, semi-annual report, transition report
of Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III-Narrative
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company's management is completing its review of financial and other
information and it anticipates that it will complete the review within the
fifteen day period.
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Paul Sorkin 312 867-0033
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
|X | Yes | | No
If the answer is no, identify report(s)
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X | Yes | | No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Invicta Group, Inc.
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Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Registrant: Invicta Group, Inc.
By: /s/Paul Sorkin
Name: Paul Sorkin
Title: CEO
Date: March 30, 2009
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Part IV, Item (3) Explanation:
On June 27, 2008 we closed (the "Closing") on the acquisition of
certain assets from Image Worldwide, Inc., a Colorado corporation (the
"Seller") in accordance with the Asset Purchase Agreement (dated June 23,
2008) (the "Agreement").
While the Agreement involved the purchase of certain assets from the
Seller, the Agreement also included other transactional understandings and
commitments as summarized below.
In connection with the purchase of assets from the Seller, we acquired
the following assets (the "Assets") in accordance with the Agreement:
(a) City Book Savings Website www.CityBooksavings.com;
(b) Domain name - www.CityBooksavings.com;
(c) Database of clients; and
(d) Future business.
The Assets were acquired from the Seller in exchange for our issuance
of 5,000,000 shares of our newly-designated Series G Preferred Stock (the
"Series G Stock"). Each share of the Series G Preferred Stock has 1,000
votes per share (and is entitled to vote with our Common Stock on all matters
submitted to our common stockholders), is convertible into 1,000 shares of
our common stock, and has a liquidation right to 1,000 shares of our Common
Stock. We did not assume any liabilities of the Seller in purchasing the
Assets. This Series G Preferred Stock was valued at $2,000,000, the fair
market value of the underlying common stock at the date of the transaction.
The company took an immediate $2,000,000 valuation allowance against the
computed value of the purchased assets.
The Seller, and its current officers and directors also agreed to
the following additional understandings and commitments and as set forth in
the Agreement. They are as follows.
First, the Seller agreed to pay the sum of $27,500 to the Invicta Bank
Account on or before the closing.
Second, we entered into a consulting agreement with Mr. William G.
Forhan, a Director, and agreed to pay him the sum of $36,250 within 30 days
after the Closing and an amount equal to 12.50% of the net proceeds that we
receive (after the bridge loans) from our future efforts to raise additional
capital but no more than $62,500 during the 15 month period from and after
the Closing. The term of the consulting agreement is nine months.
Third, we entered into a consulting agreement with Mr. Richard David
Scott, a Director, and agreed to pay him the sum of $36,250 within 30 days
after the Closing and an amount equal to 12.50% of the net proceeds that we
receive (after the bridge loans) from our future efforts to raise additional
capital but no more than $62,500 during the 15 month period from and after
the Closing. The term of the consulting agreement is nine months.
Fourth, we agreed to transfer the lease (and all associated assets) for
our current office in Florida to Mr. Forhan and Mr. Scott.
Fifth and in exchange for certain Series C Preferred Stock issued to or
issuable to Mr. Forhan and Mr. Scott, we agreed to grant the following Common
Stock Purchase Warrants (the "Warrants"): 2,473,120 Warrants to Mr. William
G. Forhan; 1,451,612 Warrants to Mr. Richard David Scott; and 1,075,268
Warrants to Ms. Mercedes Henze. All of the Warrants are to be issued with a
restricted securities legend pursuant to a claim of exemption under Section
4(2) of the Securities Act of 1933 since each of the above persons are
officers and Directors of the Company and each has full and unrestricted
access to all of our books and records sufficient to allow each to make an
informed investment decision. The warrants were valued at $2,000. The Black-
Scholes valuation model was used to determine the fair value of the warrants
at the time of issuance
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Sixth, we confirmed the prior issuance of the following Common Stock
Purchase Options (the "Options"): 4,000,000 Options to Mr. William G.
Forhan, a Director; 2,000,000 Options to Mr. Richard David Scott, a Director;
and 160,000 Options to Mercedes Henze, an officer. All of the Options are to
be issued with a restricted securities legend pursuant to a claim of
exemption under Section 4(2) of the Securities Act of 1933 since each of the
above persons are officers and/or Directors of the Company and each has full
and unrestricted access to all of our books and records sufficient to allow
each to make an informed investment decision.
Seventh, we agreed that all of the Series E Preferred Stock issued to
or issuable to Mr. William G. Forhan, a Director and to Mr. Richard David
Scott, a Director are to be exchanged for our issuance of 26,666 shares of
our Series H Preferred Stock to Mr. Forhan and for our issuance of 26,666
shares of our Series H Preferred Stock to Mr. Scott, respectively. All of
the shares of the Series H Preferred Stock are to be issued with a restricted
securities legend pursuant to a claim of exemption under Section 4(2) of the
Securities Act of 1933 since each of the above persons are officers and
Directors of the Company and each has full and unrestricted access to all of
our books and records sufficient to allow each to make an informed investment
decision.
Eighth, we accepted the resignations of Mr. Forhan, Mr. Scott, and Ms.
Henze, as officers and Directors of the Company and we elected Paul Sorkin as
President, Chief Executive Officer, and Chairman of the Company.
Ninth, Mr. Forhan, a Director, agreed to assign a $320,671 Promissory
Note (dated September 30, 2002 and previously issued by the Company) (the
"Note") to a party designated by the Seller. We have been informed that the
Note is to be assigned to a third party. In addition section 2.4 of the
agreement states that the
Purchaser, the Seller, and each member of the Review Committee each
acknowledge and agree that:
"At Closing, the Purchaser shall be solely liable
for the liabilities which shall include an aggregate of
twelve thousand seven hundred eighty-five dollars ($12,785) of accrued and
unpaid liabilities and the obligations owed to Golden Gate Investors". As a
result of this provision the Company realized a gain on forgiveness of debt
totaling $2,378,026 in connection with this purchase transaction.
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