SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 29, 2004
INVICTA GROUP INC.
(Name of Small Business Issuer in Its Charter)
Nevada 4700 91-2051923
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification Number)
9553 Harding Avenue, Suite 301
Miami Beach, FL 33154
(305) 866-6525
(Address and Telephone Number of Principal Executive Offices)
William G. Forhan, President
9553 Harding Avenue, Suite 301
Miami Beach, FL 33154
(305) 866-6525
(Name, Address and Telephone Number of Agent for Service)
Item 4. Change in Registrant's Certifying Accountant
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(a) On March 23, 2004, the Board of Directors approved the resignation of the
registrant's Certifying Accountant, Dreslin Financial Services, Certified
Public Accountants (the "Former Accountants") and engage the services of
Larry Wolfe, Certified Public Accountants (the "New Accountants").
(b) Reports in connection with audits of the two most recent fiscal years
ending December 31, 2002 and 2001 were provided by Dreslin Financial
Services. The reports in connection with audits of the two most recent
fiscals years did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except for going concern opinions.
(c) During the period since the Former Accountant's engagement (Inception to
March 23, 2004) (the New Accountant's engagement date) there were no
disagreements with the Former Accountant, whether resolved or not resolved,
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the Former Accountant, would have caused it
to make reference to the subject matter of the disagreements in connection
with its report.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
Not Applicable.
(b) Exhibits.
Letter from Former Accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we have
duly caused this report to be signed on our behalf by the undersigned hereunto
duly authorized.
INVICTA GROUP INC.
By: /s/ William Forhan
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William Forhan
Chief Executive Officer
Dated: April 29, 2004
Miami , Florida