SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 30, 2004 INVICTA GROUP INC. (Name of Small Business Issuer in Its Charter) Nevada 4700 91-2051923 (State or Other (Primary Standard (I.R.S. Employer Jurisdiction of Industrial Identification No.) Incorporation Classification Number) or Organization) 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 2. ACQUISITION OF ASSETS Invicta Group Inc. ("Invicta") has executed, as of June 10, 2004, an Agreement for Purchase and Sale of Assets (the "Purchase Agreement") with Jamaican Travel Specialist, Inc. ("Jamaican") and the shareholders of Jamaican. Pursuant to the terms of the Purchase Agreement, for a consideration of 100,000 newly issued shares of its common stock, along with a 3% sales earn out for a period of 24 months, Invicta acquired substantially all of the assets of Jamaican, including (i) domain names www.jamaicantravel.com and ---------------------- www.caribbeanisles.com; (ii) rights under certain airline and hotel contracts; - ---------------------- (iii) database of customers and 3,000 travel agents; (iv) tradenames; (v) telephone numbers and (vi) Sabre Pseudo 71X2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Schedule of Exhibits. The following exhibits are furnished in accordance ---------------------- with the provisions of Item 601 of Regulation S-B: Exhibit No. Exhibit - ------------ ------- 99.1 Purchase Agreement, dated as of June 10, 2004. - ---- SIGNATURE 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 thereunto duly authorized. Invicta Group Inc. Date: June 30, 2004 By: /s/ William G. Forhan ------------------------ William G. Forhan, President EXHIBIT INDEX Exhibit No. Exhibit 99.1 Purchase Agreement, dated as of June 10, 2004.