UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): March 24, 2004
INVICTA GROUP INC.
(Exact name of registrant as specified in charter)
Nevada 333-102555 91-2051923
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9553 Harding Avenue, Suite 301
Miami Beach, Florida 33154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 866-6525
ITEM 4. CHANGE IN REGISTRANTS CERTIFYING AUDITOR
On March 23, 2004, the Board of Directors of Invicta Group Inc. (the
"Company") approved the resignation of the registrant's Certifying Accountant,
Dreslin Financial Services, Certified Public Accountants (the "Former
Accountants") and engaged Larry Wolfe, CPA, Certified Public Accountants
(the "New Accountants").
Reports in connection with audits of the two most recent fiscal years
ending December 31, 2002 and 2001 were provided by the Former
Accountants. 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.
During the period since the Former Accountant's engagement (inception to
March 23, 2004, which was 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.
On March 23, 2004, the Company engaged the New Accountants as its principal
independent accountant. This decision to engage the New Accountants was taken
upon the unanimous approval of the Board of Directors of the Registrant.
During the two most recent fiscal years and through March 23, 2004, the
Company has not consulted with the New Accountants regarding either:
1. the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written
report was provided to the Company nor oral advice was provided that the
New Accountants concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial
reporting issue; or
2. any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item
304 of Regulation S-B, or a reportable event, as that term is explained in
Item 304(a)(1)(iv)(A) of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. Letter from Dreslin Financial Services LLC, dated April 29, 2004.
(Incorporated by referenced to Exhibit 99.1 filed on Form 8-K Current
Report filed with the Securities and Exchange Commission on April 29,
2004).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INVICTA GROUP INC.
Date: May 11, 2004 /s/ William G. Forhan
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William G. Forhan,
Chief Executive Officer