-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqrARQDPmki/jGDicaFVwxzDdrOzM2Ca31g8Mcs5bdNcTAI5PEXSPHP7ZK1eYS8m WQzyEK4++MRhildJYx94Vg== 0001174064-03-000004.txt : 20030116 0001174064-03-000004.hdr.sgml : 20030116 20030116170022 ACCESSION NUMBER: 0001174064-03-000004 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20030116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVICTA GROUP INC CENTRAL INDEX KEY: 0001212570 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102555 FILM NUMBER: 03516685 BUSINESS ADDRESS: STREET 1: 9553 HARDING AVE STREET 2: SUITE 301 CITY: MIAMI BEACH STATE: FL ZIP: 33154 BUSINESS PHONE: 3058666525 MAIL ADDRESS: STREET 1: 9553 HARDING AVE STREET 2: SUITE 301 CITY: MIAMI BEACH STATE: FL ZIP: 33154 SB-2 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2003 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _________________________ FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ INVICTA GROUP INC. (Name of Small Business Issuer in Its Charter) Nevada 4700 91-2051923 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Number) Identification No.) 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) _________________________ Copies of all communications to: Steven I. Weinberger, Esq. Steven I. Weinberger, P.A. 2800 South Ocean Boulevard, Suite 19L Boca Raton, FL 33432 Telephone: (561) 393-6191 Facsimile No. (509) 352-7771 Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 1 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Each . . . . Maximum Maximum Class of Securities. . . Amount to be Offering Price Aggregate Amount of to be Registered . . . Registered Per Security(1) Offering Price(1) Registration Fee(1) - ------------------------ ------------- ---------------- ------------------ -------------------- Common Stock, par value ..001 share. . . . . . . 20,182,200 $ .60 $ 12,109,320 $ 1,114.06 - ------------------------ ------------- ---------------- ------------------ -------------------- Total Registration Fee . $ 1,114.06 - ------------------------ ------------- ---------------- ------------------ --------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457, based upon the proposed public offering price per share of common stock. (2) Includes 12,000,000 offered by the registrant and 8,182,200 offered by selling security holders. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Subject to Completion January 16, 2003 PROSPECTUS INVICTA GROUP INC. 20,182,200 SHARES OF COMMON STOCK This prospectus covers a total of 20,182,200 shares of common stock of Invicta Group Inc. Of those shares, 12,000,000 are being offered directly by us on a "best efforts" all-or-none basis until 400,000 of the shares are sold, and, thereafter, on a "best efforts" basis. We have arbitrarily set the offering price at $.60 per share. The remaining 8,182,200 shares covered by this prospectus are being offered by selling security holders, who initially intend to offer their shares at $.60 per share. Depending upon prevailing market conditions, the price per share offered by the selling security holders may change. We will not receive any proceeds from sales of shares by the selling security holders. There is no current market for our common stock and we do not know if a trading market will develop. In the absence of a trading market, purchasers of our shares may be unable to resell them. Our shares may not qualify for listing on any exchange or similar trading platform. THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is ____________, 2003 3 ABOUT THIS PROSPECTUS You should only rely on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectus may have changed since that date. DEALER PROSPECTUS DELIVERY OBLIGATION Until ________, 2003 (90 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation to deliver a prospectus when acting as an underwriter with respect to unsold allotments or subscriptions. 4 PROSPECTUS SUMMARY THE COMPANY Invicta Group Inc. is a Nevada corporation. We offer airline tickets and other travel-related products and services over the Internet. From our web site located at www.dontpayfullfare.com, visitors can view air fares and book ----------------------- airplane tickets, hotel rooms, car rentals, cruises and vacation packages. Our unique ontheflyfaring proprietary software searches international published airfares and air consolidators' unpublished databases and calculates the selling price to the internet user at fares lower than the competition, while maximizing Invicta's markup. Our executive offices are located at 9553 Harding Avenue, Suite 301, Miami Beach, Florida 33154, and our telephone number there is (305) 866-6526. References in this prospectus to "Invicta", "we", "us" and "our" are to Invicta Group Inc. and its wholly owned subsidiary, CasinoRatedPlayers.com, Inc. THE OFFERING Common Stock: Outstanding Prior to this Offering 32,182,200 shares Offering by Invicta Group 12,000,000 shares After this Offering 8,182,200 shares After this Offering 44,182,200 shares Common Stock Reserved: 5,000,000 shares issuable under our equity compensation plan, 500,000 shares issuable on exercise of options granted to a consultant and 20,000 shares issuable upon conversion of a debenture. SELECTED FINANCIAL DATA The following summary of our financial information has been derived from, and should be read in conjunction with, our audited financial statements that are included elsewhere in this prospectus.
Year Ended Nine Months Ended December 31, 2001 September 30 2002, ----------------- ------------------ Revenues . . . . . . . . . . . $ 67,309 $ 155,030 Cost of Revenues . . . . . . . $ 58,694 $ 143,392 Selling, General and Administrative Expenses. . . . $ 52,217 $ 278,775 Asset Impairment Charge. . . . -- $ 351,965 Net Loss . . . . . . . . . . . $ (43,602) $(619,602) Net Loss per Share . . . . . . $ (4.932) $ (0.037) December 31,2001 September 30, 2002 ----------------- ------------------ Working Capital (Deficit). . . $ (37,102) $(448,747) Total Assets . . . . . . . . . $ 3,449 $ 146,517 Current Liabilities. . . . . . $ 40,551 $ 595,264 Shareholders' Equity (Deficit) $ (37,102) $ 458,747
5 RISK FACTORS AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING US AND OUR BUSINESS BEFORE PURCHASING THE SECURITIES OFFERED HEREBY. RISKS RELATED TO OUR BUSINESS WE HAVE ONLY RECENTLY COMMENCED REVENUE-PRODUCING OPERATIONS AND THE LIMITED INFORMATION AVAILABLE ABOUT US MAKES AN EVALUATION OF US DIFFICULT. We have conducted limited operations and we have little operating history that permits you to evaluate our business and our prospects based on prior performance. You must consider your investment in light of the risks, uncertainties, expenses and difficulties that are usually encountered by companies in their early stages of development, particularly those engaged in emerging technologies. There can be no assurance that we will successfully address such risks, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations. WE ARE DEPENDENT UPON THE SUCCESS OF INTERNET COMMERCE AND UNLESS INTERNET COMMERCE BECOMES WIDELY ACCEPTED, WE CANNOT SUCCEED. The success of our business will depend upon our ability to generate commission revenues from the sale of airline tickets and other travel-related services over the Internet. While the Internet is widely used by consumers and merchants for informational purposes, the number of companies that have achieved profitability from the sale of products and services over the Internet is limited. In the event that Internet commerce does not become widely accepted as a vehicle for the purchase and sale of products and services, we cannot succeed and investors would likely lose their entire investment in us. TRAVEL, PARTICULARLY BY VACATIONERS, IS HIGHLY AFFECTED BY GENERAL ECONOMIC CONDITIONS - CONTINUED ECONOMIC UNCERTAINTY AND/OR RECESSION COULD SERIOUSLY JEOPARDIZE OUR VIABILITY. Travel, particularly vacation travel, is highly affected by general economic conditions. During periods of economic downturn, consumers spend less and avoid purchasing non-essential items including vacations. Moreover, the recent decline in stock market prices has left consumers with less of their savings to use for non-essential travel. Our success will depend on economic conditions that enable consumers to take vacations. TERRORIST ACTIVITIES, BOTH DOMESTIC AND ABROAD, OR EVEN THE CONTINUED THREAT OF SUCH ACTIVITIES, COULD ADVERSELY AFFECT THE GENERAL ECONOMY, STIFLE TRAVEL AND DISRUPT OUR OPERATIONS. Among the casualties of September 11, 2001 was the travel industry. The actual hijackings and the prospect of future terrorist activities have had a stifling effect on travel, in general, and vacation travel, in particular. While the climate for travel has somewhat improved, the industry continues to suffer the effects of September 11. Further terrorist activity, particularly if targeted against travelers, could cause reductions in the market for our services. Our operations may be unable to withstand the adverse effects on our industry of future terrorist activity. OUR UNIQUE APPROACH TO MARKETING AIRFARES OVER THE INTERNET HAS NOT BEEN TESTED, NO MARKET STUDIES HAVE BEEN PERFORMED, AND OUR APPROACH MAY NOT GAIN MARKET ACCEPTANCE. We have patterned our business model after other on-line travel reservation Internet web sites. However, our success will depend, in part, on the popular acceptance of our unique fare search engine and our web site design and operation. We have not performed any market studies to determine whether our approach to on-line reservations will be accepted in the marketplace. Without popular acceptance and use of our on-line search engine and reservation system, we will not achieve profitability. IF WE CANNOT ADAPT TO CONTINUING DEVELOPMENTS IN THE AIRLINE INDUSTRY, WE MAY BE UNABLE TO SUCCEED. The airline and travel-services industries are undergoing rapid and widespread changes and restructuring. These changes are, in large part, due to the effects of September 11, 2001. In addition to the consolidation of service providers through acquisitions and cessation of operations, changes in the traditional financial structure of travel marketing have occurred. For example, airlines have ceased their long-standing practice of paying commissions to travel agents. It is likely that additional changes in the way travel-related services are marketed and compensated. We have chosen the on-line environment in which to offer our services. However, if we are unable to quickly adapt to evolving changes in our industry, we will be unable to keep pace with our competition, and we may fail. WE HAVE EXPERIENCED HISTORICAL LOSSES, HAVE AN ACCUMULATED DEFICIT AND MAY NOT BECOME PROFITABLE. For the fiscal year ended December 31, 2001, we experienced a net loss of $(43,602). For the nine months ended September 30, 2002, we experienced a net loss of $(619,602), after taking into account an asset impairment charge of $356,965. In addition, at September 30, 2002, we had an accumulated deficit of $663,204. Our operating results for future periods will include significant expenses, including product development expenses, sales and marketing costs, programming and administrative expenses, and will be subject to numerous uncertainties. As a result, we are unable to predict whether we will achieve profitability in the future, and our auditors have concluded that, absent revenues from operations or alternative financing, there are substantial doubts that we will be able to continue as a going concern. WE FACE SEVERE COMPETITION FROM OTHER ON-LINE PROVIDERS OF FARE SEARCH ENGINES AND TRAVEL-RELATED SERVICES. We intend to offer an on-line search engine, airline reservations and other travel-related services over the Internet. The on-line travel industry is characterized by intense competition and we will compete with other providers of travel-related services such as Expedia, Cheap Tickets, Orbitz and Travelocity. Some of these and other competitors are owned by large corporations, with longer operating histories than we do, and many of them have substantially greater financial and other resources than we do. As a result, we will likely encounter greater difficulty in implementing our business plans than will many of our competitors. The introduction of similar or superior products by current or future competitors could have a material adverse effect on our business, financial condition and results of operation. WE DO NOT HAVE A WRITTEN AGREEMENT TO ACCESS AIR CONSOLIDATOR AIR FARES AND IF WE LOSE THE ABILITY TO ACCESS THOSE FARES, OUR BUSINESS WILL SUFFER. Our ontheflyfaring software includes access to air fares offered by air consolidators. However, we do not have a written agreement assuring our continued access to air consolidator fares. In the event that we are unable to continue to access air consolidator air fares, our competitive advantage may be lost, and our revenues adversely affected. WE DEPEND ON THE CONTINUED SERVICES OF OUR EXECUTIVE OFFICERS AND ON OUR ABILITY TO ATTRACT AND MAINTAIN OTHER QUALIFIED EMPLOYEES. Our future success depends on the continued services of William G. Forhan and R. David Scott, our Chief Executive Officer and Chief Operating Officer, respectively. We have entered into employment agreements with our executive officers; however, the agreements do not prevent them from competing with us upon termination of the agreements. The loss of any of their services would be detrimental to us and could have a material adverse effect on our business, financial condition and results of operations. We do not maintain key-man insurance on their lives. Our future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing. We may not be able to attract, assimilate, or retain qualified technical and managerial personnel and our failure to do so could have a material adverse effect on our business, financial condition and results of operations. OUR CURRENT OFFICERS AND DIRECTORS MAINTAIN EFFECTIVE VOTING CONTROL OVER US. Our officers and directors beneficially own approximately 73% of our currently issued and outstanding shares of common stock. Even if all of the shares covered by this prospectus are sold, including the shares registered for resale by officers and directors, our officers and directors will continue to own approximately 50% of our shares, and will, as a practical matter, be able to cause stockholder votes to be determined in accordance with their desires. It will be difficult for other stockholders to cause the outcome of a stockholder vote to be different from the result desired by our officers and directors. RISKS RELATED TO THIS OFFERING WE HAVE BEEN UNSUCCESSFUL IN OUR ATTEMPTS TO RAISE SUFFICIENT CAPITAL TO FUND OUR BUSINESS PLANS. IF WE ARE UNABLE TO DO SO THROUGH THIS OFFERING, WE WILL LIKELY CEASE OPERATIONS. To date, we have funded our operations through limited revenues and debt and equity financing. However, we have been unsuccessful in attracting additional private funding for our business. We are dependent upon our receipt of a substantial portion of the proceeds of this offering, or alternative financing, to remain in business. To date, we have received no commitment for alternative funding and we have no understandings that any one will purchase shares in this offering. THE SALE OF THE MINIMUM NUMBER OF SHARES COVERED BY THIS PROSPECTUS WILL NOT PERMIT US TO BECOME PROFITABLE, AND WE WILL REQUIRE ADDITIONAL FUNDING. WE MAY BE UNABLE TO OBTAIN ANY ADDITIONAL FUNDING. If only the minimum 400,000 shares covered by this prospectus are sold, we believe that we can sustain operations for a period of approximately 12 months, but we will be unable to expand our services, through acquisition or otherwise, fully implement our business plan or achieve profitability. We will require additional funding in order to fully implement our business plan. We may be unable to secure any additional funding, in which event we may be unable to sustain operations. In the event we raise additional funds through the issuance of equity securities, dilution to our then existing stockholders will result, and future investors may be granted rights superior to those of existing stockholders. THIS PROSPECTUS PERMITS SELLING SECURITY HOLDERS TO RESELL THEIR SHARES. IF THEY DO SO, THE MARKET PRICE FOR OUR SHARES MAY FALL. This prospectus includes 8,182,200 shares being offered by existing stockholders. If these shares are sold into any market that may develop for our shares, there may be an oversupply of shares and an undersupply of purchasers. If this occurs the market price for our shares may decline significantly and investors may be unable to sell their shares at a profit, or at all. THERE IS CURRENTLY NO MARKET FOR OUR SHARES AND IF A TRADING MARKET DOES NOT DEVELOP, AND INVESTORS IN THIS OFFERING WILL HAVE NO ABILITY TO PUBLICLY RESALE THEIR SHARES. There is currently no trading market for our shares and we do not know if there will be a trading market following this offering. In order for a trading market to develop, a broker-dealer must file a Form 15c2-11 with the National Association of Securities Dealers, and must then to publish quotations for our shares. Thereafter, an active market will not develop unless other broker-dealers develop interest in trading our shares. We may be unable to attract a broker-dealer to file a Form 15c2-11 or generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market: - Investors may have difficulty buying and selling our shares or obtaining market quotations; - Market visibility for our common stock may be limited; and - a lack of visibility for our common stock may depress the market price for our shares. OUR SHARES MAY NOT BE TRADED ON A TRANSPARENT MARKETPLACE, IN WHICH EVENT THERE MAY BE A LACK OF INFORMATION AVAILABLE ABOUT US AND INVESTORS MAY HAVE DIFFICULTY SELLING OUR SHARES. Even if a trading market in our shares does develop, our shares may not be listed on a recognized exchange or trading platform. We intend to seek a listing for our shares on the OTC Bulletin Board. However, regulatory filings indicate that the OTC Bulletin Board may be phased out in favor of a new "BBXchange". In the absence of a transparent market, investors may have difficulty obtaining information about us or trading in our shares. We may not qualify for a listing on the OTC Bulletin Board, the BBXchange or any other transparent marketplace. INVESTORS IN THIS OFFERING WILL SUFFER AN IMMEDIATE AND SUBSTANTIAL DILUTION OF THE BOOK VALUE OF THE SHARES PURCHASED IN THIS OFFERING. Investors in this offering will acquire a minority interest in us, but will make a substantially greater financial investment in us than will the existing stockholders. The difference between the book value of a share of our stock before this offering and the book value of a share assuming all of the shares are sold is referred to a dilution. The book value of a share of our stock after completion of this offering will increase as a result of the investment being made by purchasers in this offering. However, the book value will be substantially lower than the $.60 offering price of the shares covered by this prospectus. Assuming all of the shares are sold, investors in this offering will suffer an immediate dilution in the book value of their shares to $.14, or a 77% reduction from $.60 they paid. APPLICATION OF "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET FOR OUR SHARES. The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For the foreseeable future, our common stock will likely be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities. In addition he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. WE HAVE ARBITRARILY DETERMINED THE OFFERING PRICE FOR THE SHARES COVERED BY THIS PROSPECTUS. The offering price for the shares was arbitrarily determined by us. The offering price bears no relation to our assets, revenues, book value or other traditional indicia of value. Investors may be unable to resell their shares at or near the offering price, or at all. THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD HAVE A DEPRESSIVE EFFECT ON THE MARKET PRICE FOR OUR COMMON STOCK. As of the date of this prospectus, there are 32,182,200 shares of our common stock issued and outstanding. Of the issued and outstanding shares, approximately 53,000 shares of our common stock (none of which are owned by our officers, directors and principal stockholders) have been held for in excess of one year and will be available for public resale pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). As of the date of this prospectus, the 8,182,200 shares being offered by selling security holders can be publicly transferred. Assuming the prior sale of 1,500,000 shares registered for resale by officers and directors, an additional 22,000,000 shares (owned by our officers, directors and principal stockholders) will become available for resale under Rule 144 in July 2003. Unless covered by an effective registration statement, the resale of our shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our shareholders who have beneficially owned restricted shares of common stock for at least one year to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least two years by a person not affiliated with us (in general, a person who is not one of our executive officers, directors or principal shareholders during the three month period prior to resale), such restricted shares can be sold without any volume limitation. Sales of our common stock under Rule 144 or pursuant to such registration statement may have a depressive effect on the market price for our common stock. IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE. CAPITALIZATION The following table sets forth our capitalization as of September 30, 2002, and as adjusted to reflect the sale of 400,000 and 12,000,000 of the shares being offered by us. The table should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The table does not give effect to the issuance of up to: - 2,097,000 shares subsequent to September 30, 2002; - 5,000,000 shares under our equity compensation plan; - 500,000 shares on exercise of options granted to a consultant; or - 20,000 shares in the event that an outstanding debenture is fully converted.
September 30, 2002 As Adjusted 400K Shares 12M Shares Current Liabilities. . . . . . . $ 595,264 $ 595,264 $ 595,264 ========== ========== =========== Shareholders' deficit: Common stock, $.001 par value, 90,000,000 shares authorized, 30,085,200 shares issued and outstanding, 30,485,200 and 42,085,200, as adjusted. . . . $ 30,085 30,485 42,085 Additional paid-in capital . . 179,372 367,472 6,619,872 Accumulated deficit. . . . . . (663,204) (663,204) (663,204) ---------- ---------- ----------- Total shareholders' equity . . . $(458,747) $(265,247) $5,998,753 ========== ========== =========== Total capitalization . . . . . . $ 136,517 $ 330,017 $6,594,017 ========== ========== ===========
USE OF PROCEEDS The net proceeds to us if all of the shares covered by this prospectus are sold will be approximately $6,452,500, after the payment of expenses of this offering, estimated at $27,500, assuming the payment of brokerage commissions equal to 10% of the gross proceeds. The net proceeds to us if only the minimum 400,000 shares covered by this prospectus are sold will be approximately $188,500, after the payment of such expenses. These amounts assume that we will pay brokerage commissions equal to 10% of the gross proceeds from the sale of the shares covered by this prospectus. The following table sets forth the intended uses of the net proceeds, assuming the sale of the minimum and maximum number of shares covered by this prospectus.
Minimum Shares Maximum Shares Description Amount Percent Amount Percent -------------------------------------------------------- Acquisitions . . . . . . . . . . -- -- $2,500,000 38.7% Advertising and Branding . . . . $ 75,000 39.8% 750,000 11.6% Administrative Expenses. . . . . 75,000 39.8% 2,302,500 35.7% Payment of Deferred Compensation -- -- 300,000 4.7% Legal and Professional . . . . . 25,000 13.3% 100,000 1.6% Working Capital. . . . . . . . . 13,500 7.1% 500,000 7.7% -------------------------------------------------------- TOTAL. . . . . . . . . . . . . . $ 188,500 100.0% $6,452,500 100.0% ========================================================
We will not pay deferred compensation to our executive officers unless we receive gross proceeds of at least $1,000,000, and will be repaid monthly, over 18 months. In the event we receive the proceeds from the sale of the minimum shares covered by this prospectus, the net proceeds will enable us to sustain operations for a period of 12 months, but we will not be able to expand operations or achieve profitability. In the event we receive the proceeds from the sale of the all of shares covered by this prospectus, the net proceeds will enable us to meet the funding requirements established by our business plan. In the event we are unable to generate revenues, or in the event of unforeseen events and circumstances, we may have to allocate offering proceeds differently from that set forth above. Pending their use, we may deposit proceeds in commercial bank accounts or invest them in money market funds for short term government obligations. MARKET FOR COMMON STOCK AND DIVIDEND POLICY There is currently no market for our common stock and a trading market may not develop. The offering price for the shares offered by Invicta was arbitrarily determined by us and does not bear any relationship to our assets, earnings, book value or any other recognized criteria of value. The offering price is not an indication of an is not based upon our actual value, and should not be regarded as an indicator or the future market price for our shares. Our common stock is owned of record by approximately 77 holders. We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors. DILUTION As of September 30, 2002, our net negative tangible book value was $(458,747), or $(.015) per share of common stock. Net tangible book value per share represents total tangible assets, less total liabilities, divided by the number of shares of common stock outstanding. After giving effect to the sale of the minimum 400,000 shares in this offering at an assumed public offering price of $.60 per share, and after deducting the estimated expenses of this offering, our as adjusted net tangible book value, as of September 30, 2002, would have been $270,247, or $(.009) per share of common stock. This represents an immediate increase in net tangible book value of $.006 per share to existing stockholders and an immediate dilution of $.60009 per share to new investors participating in this offering. After giving effect to the sale of all of the shares in this offering at an assumed public offering price of $.60 per share, and after deducting the estimated expenses of this offering, our as adjusted net tangible book value, as of September 30, 2002, would have been $5,994,090, or $.14 per share of common stock. This represents an immediate increase in net tangible book value of $.155 per share to existing stockholders and an immediate dilution of $.46 per share to new investors participating in this offering. The following tables illustrate this per share dilution and other information. The tables below does not give effect to the issuance of (a) 2,097,000 shares subsequent to September 30, 2002 (b) up to 5,000,000 shares under our equity compensation plan, (c) up to 500,000 shares on exercise of options granted to a consultant and (d) up to 20,000 shares in the event of conversion of a convertible debenture Minimum Offering - ---------------- Assumed initial public offering price per share $.60 Historical net tangible book value per share as of September 30, 2001 $(.015) Increase per share attributable to new investors $.006 ------ As adjusted net tangible book value per share after this offering $(.009) ----- Dilution to new investors participating in this offering $.60009 ===== Maximum Offering - ---------------- Assumed initial public offering price per share $.60 Historical net tangible book value per share as of September 30, 2001 $(.015) Increase per share attributable to new investors $ .155 ------ As adjusted net tangible book value per share after this offering $ .14 ----- Dilution to new investors participating in this offering $ .46 ====== The following table illustrates, on an as adjusted basis as of September 30, 2002, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and new investors participating in this offering with respect to the number of shares of our common stock purchased from us based on an assumed initial public offering price of $.60 per share:
Average Minimum Offering . . . . Shares Purchased Total Consideration Price - ---------------- Number Percent Amount Percent Per Share ---------------- -------------------- -------- -------- ---------- Existing Stockholders 30,085,200 98.7% $209,357 47% $ .007 New Investors . . . . 400,000 1.3% $240,000 53% $ .60 ---------------- -------------------- -------- -------- ---------- Totals. . . . . . . . 30,485,533 100.0% $449,357 100% $ .0147 ================ ==================== ======== ======== ==========
6 - ------
Average Maximum Offering . . . . Shares Purchased Total Consideration Price - ---------------- Number Percent Amount Percent Per Share ---------------- --------------- -------- ------------ ---------- Existing Stockholders 30,085,200 72.0% $ 209,357 3% $.007 New Investors . . . . 2,000,000 28.0% $7,200,000 97% $ .60 ---------------- --------------- -------- ------------ ---------- Totals. . . . . . . . 42,085,200 100.0% $7,409,357 100% $.176 ================ =============== ======== ============ ==========
FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Forward-looking statements express our expectations or predictions of future events or results. They are not guarantees and are subject to many risks and uncertainties. There are a number of factors - many beyond our control - that could cause actual events or results to be significantly different from those described in a forward-looking statement. Any or all of our forward-looking statements in this prospectus may turn out to be wrong. Forward-looking statements might include one or more of the following: - projections of future revenue; - anticipated product introduction dates, completion dates, timeliness or results; - descriptions of plans or objectives of management for future operations, products or services; - forecasts of future economic performance; and - descriptions or assumptions underlying or relating to any of the above items. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe" or words of similar meaning. They may also use words such as "will", "would", "should", "could" or "may". Factors that may cause our actual results to differ materially from those described in forward-looking statements include the risks discussed elsewhere in this prospectus under the caption "Risk Factors". MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto appearing elsewhere in this prospectus. We require the proceeds from the sale of the minimum number of shares offered by this prospectus in order to market our online travel products and provide a limited amount of working capital. With those proceeds, we believe that we can complete our web site and sustain operations from commission revenues from the sale of travel products and services. However, without our receipt of proceeds from the sale of substantially more than the minimum number of shares, we will be unable to expand operations, through acquisitions or capital expenditure. Without such expansion, we will not achieve profitability. Assuming the sale of at least 50% of the shares offered by this prospectus, we intend to expand operations through acquisitions, hire staff to build revenues, increase marketing and brand awareness and have sufficient working capital to grow. We have financed our growth and cash requirements through equity investments and debt and equity financing. We do not currently have any credit facilities from financial institutions or private lenders. We do not currently have any material commitments for capital expenditures. We are dependent upon our receipt of the proceeds of this offering, or alternative financing, to fund our business plan. We have no commitments for the purchase of the shares offered by this prospectus, nor do we have any commitments to secure alternative financing. If we are unsuccessful in securing required financing, we will likely cease operations. The September 30, 2002 financial statements reflect an operating loss of $(278,775) and an asset impairment charge of $351,965 evidencing goodwill associated with the acquisition of the common stock of Casino Rated Players. We spent the first five months of 2002 negotiating a merger with a public company that failed to be consummated due to the continued deterioration of the target. Management then made the decision to seek private funding as an alternative to a business combination. Efforts to raise capital have proved insufficient to implement our business plan. We have not had sufficient funding to advertise or brand our consumer web site and have incurred operating losses due to the lack of revenues. Our continued viability depends on our ability to secure equity financing in this offering. BUSINESS OVERVIEW Invicta Group Inc. is a Nevada corporation. We offer airline tickets and other travel-related products and services over the Internet. From our web site located at www.dontpayfullfare.com, visitors can view air fares and book ----------------------- airplane tickets, hotel rooms, car rentals, cruises and vacation packages. As the on-line travel services industry continues to evolve and mature, we believe consumers will increasingly demand an easy to use web site that provides a broad range of travel services, including transportation, accommodations, activities and travel-related content, as well as the ability to comparison shop for preferred suppliers, price levels, destinations and packages. Our unique ontheflyfaring proprietary software searches for international published airfares and air consolidators' unpublished databases and calculates the selling price to the internet user at fares lower than the competition, while maximizing Invicta's markup. Our fiscal year end is December 31. Our executive offices are located at 9553 Harding Avenue, Suite 301, Miami Beach, Florida 33154, and our telephone number there is (305) 866-6525. INDUSTRY The Internet has emerged as a global medium for communication, content delivery and e-commerce. Not only is the reach of the Internet expanding, but the propensity to buy on-line is also increasing among Internet users as consumers have become increasingly adept at using the Internet for evaluating and purchasing a wide variety of goods. International Data Corporation, or IDC, estimates that the number of users worldwide with access to the Internet will increase to over 580 million in 2002 from 97 million in 1998. Today there are 185 million users in Europe, 182 million in the USA and 167 million in Asia Pacific. In contrast to travel agency bookings, the on-line travel market has been strong. In the U.S., the combination of more households on-line and an increasing propensity to buy travel on-line is forecast to lead to an annual increase in on-line travel buyers of about 19% through 2003, according to the Travel Industry Association of America. Forrester Research (a consulting firm in the Internet travel industry) estimates that more than $29.4 billion in travel will be sold on-line by 2003, almost four times 1999's level, or 10 times the 1998 level. The on-line travel sector enjoyed resurgence at the start of January 2002. ComScore Networks, a Reston, VA.-based Internet research firm reported that consumers spent nearly $7 billion at domestic travel sites in the first quarter of 2002, an increase of 48% over the same period in 2001, and 39% above the fourth quarter of 2001, which saw a huge slump caused by the terrorist attack on the United States. The first six months of 2002 saw sales totaling $14.8 billion, a 71% increase in sales from the first half of 2001. On-line sales of travel services have expanded dramatically in recent years due to the substantial benefits of e-commerce to both travel service suppliers and consumers. By moving their travel service online, travel service suppliers, retail travel agencies and travel wholesalers can reach a global customer base from a central location. ComScore reported that the sale of travel packages totaled $552 million during the first six months of 2002, a 141% increase. Furthermore, both the low cost of customer interaction and the automation of processing and fulfillment functions supported by Internet sales allow online travel service providers the potential to maintain lower operating expenses. On the other hand, consumers benefit from convenient access to a range of travel options and information regarding available travel services and products. WEB SITE DESIGN AND OPERATION Our Internet web site is located at www.dontpayfullfare.com. Visitors to ----------------------- our web site are initially greeted from a menu page, from which users can select the type of travel product he or she desires. By clicking with their mouse on the desired menu item, users are guided through a series of screens that enable them to select the particular travel product(s) they are seeking and dates on which they desire to travel. Once the desired selections are made, users can obtain pricing information and make reservations for their selections. Payment can be made by most major credit cards. Our web site was designed and is maintained for us by an independent third party, whose services we secure on an as-needed basis, at prevailing hourly rates. The web site is updated on a continuing basis to ensure that offerings are current. ONTHEFLYFARING (TM) In July 2002, we acquired certain software and database technology from Innovapp Inc., in exchange for 2,000,000 shares of our common stock, valued at $2,000 or $.001 per share. The ontheflysearch engine provides visitors to our web site access to international air fares available from published and non-published sources, including from air consolidators, providing users with access to the lowest fares, while maximizing our margins. Increasingly, in the competition for the travel customer, price and selection are the overwhelming factors in the decision to purchase. For this reason, airline consolidators have become increasingly popular sources for price conscious consumers. There are currently about 30 large air consolidators in the United States that maintain significant and major portfolios with major airlines. These portfolios are obtained by negotiating discount fares and rates directly with the suppliers of travel products and services. These contracts are difficult to obtain and are significant barriers to entry into the consolidation market. Consolidators work through two revenue streams - B-2-B with retail travel agencies, and B-2-C directly to the consumer via call centers and websites. Travel Consolidators have become an essential link between suppliers and consumers. Consolidators sell tickets at no face value, thereby allowing markup by travel agents in a diminishing commission environment. In addition, consolidators supply last minute bookings at discounted prices, whereas airlines and other suppliers require significant advance purchase. Access to consolidator air fares is critical to positioning us to effectively compete in the travel market. Through a strategic alliance with a software provider that specializes in the travel industry, we will have access to 15 air consolidator website airfares. Under this verbal arrangement, the software will search the lowest fare from the consolidator and interface with our software to determine the selling price to the customer. When a visitor to our web site requests the best available fare for a specific date, time and destination, our ontheflyfaring software will search both published and non-published flights, including those available from air consolidators, markup the fare and offer the customer a fare that is below the competition. PRODUCTS AND SERVICES Visitors to our web site are offered the following products and services: - - Air Line Tickets - Visitors can view and compare fares for domestic and ---------------- international flights. We display airfares offered by major airline carriers worldwide. We are compensated by the airline carriers and air consolidators based upon the markup generated by our proprietary software. - - Hotel Accommodations - Visitors can select hotel accommodations by -------------------- selecting their destination country, state/province and city, and viewing a list of properties available on the dates selected. We offer hotel reservations through an arrangement with CNG Group that enables us to sell hotel rooms online, worldwide. We are compensated directly by the hotels for rooms booked over our web site. - - Car Rentals - Our web site offers car rental services through Alamo Car ----------- Rental. We receive a commission from Alamo for car rentals booked over our web site. - - Cruises - This menu page on our web site offers cruises from all of the ------- major cruise lines including Crystal Cruise Lines, Carnival Cruise Lines, Norwegian Cruise Lines and Royal Caribbean Lines. - - Casino Packages - We offer discounted casino tour packages to web site --------------- customers, and complementary rooms and suites to qualified players through CasinoRatedPlayers.com, Inc., our wholly owned subsidiary. CASINORATEDPLAYERS.COM In July 2002, we acquired all of the outstanding shares of CasinoRatedPlayers.com, Inc., a Nevada corporation, in exchange for 15,651,000 shares of our common stock, valued at $73,255. CasinoRatedPlayers offers gamblers with a history of gaming activity with the opportunity to visit casino properties in the United States and the Caribbean Islands, and obtain complementary rooms, meals and other services. The availability and extent of complementary products and services is dependent upon the gaming history of the player. In general, CasinoRatedPlayers is compensated by the casino owner/operator, based upon a percentage of the players' betting activity. CasinoRatedPlayers operates its own web site at which members can obtain secure reservations at over 40 casinos, and receive complementary accommodations and other products and services based upon the players' gaming history. The web site is located at www.casinoratedplayers.com. In addition, the Company's web -------------------------- site at www.dontpayfullfare.com includes access to the products and services of ----------------------- CasinoRatedPlayers. COMPETITION We face competition primarily from other on-line travel companies, airlines and Travel Agencies. Online travel companies traditionally have established a strong market presence primarily based on the sale of published fares. Some of these companies also sell non-published fares. Two primary online competitors have emerged in the sale of non-published fares. The leading online competitor is Priceline.com, sells tickets in an auction-based setting. The other online competitor is Hotwire.com, which acquires non-published fares primarily from five domestic airlines that are Hotwire shareholders. Users must decide whether to purchase tickets without knowing the specific carrier, schedule, connections or equipment type. Unlike these competitors, our web site permits users to choose a specific airline, knowing the schedule, connections and equipment, and immediately book a flight. The online travel services market is new, rapidly evolving and intensely competitive, and we expect competition to intensify in the future. In the online travel services market, Invicta competes for published fares with similar commercial websites of other companies, such as Expedia, which is operated by USA networks, Travelocity, which is operated by Sabrae, TravelWeb, which is operated by Pegasus, as well as Cheap Tickets, Cendant Corporation, Internet Travel Network, Biztravel.com and TheTrip.com. Airlines do not generally offer non-published fares directly or indirectly through affiliates or travel agents for regularly scheduled travel, presumably to prevent the erosion of their published fare structure. Many airlines do offer limited special discounted fares through their Internet sites that are not generally made available to travel agents. These fares are typically offered only on a last-minute, "special sale" basis. Many of our competitors are subsidiaries, divisions or joint ventures whose participants include large companies having substantially longer operating histories and greater financial and other resources than we have. Our ability to compete successfully will depend on many factors, including our ability to adapt to changing technologies and meet the needs of the marketplace on a price competitive and timely basis. While we believe that our ontheflyfaring engine will be attractive to consumers of on-line travel services, there is no assurance that we can attract on-line traffic on a high volume basis or that we can become a competitive force in our industry. While we will compete with travel agents for a share of the travel market, we believe that traditional travel agents and agencies offer services to a different market segment than that serviced by online providers. Given the increasing popularity of online travel services, and continued disincentives to travel agents (e.g., discontinuation of commissions from airlines), we believe online providers will continue to take market share from traditional travel agents and Travel Agencies. Our inability to compete successfully will have a material adverse effect on our business, financial condition and results of our operations. EMPLOYEES We currently employ our three executive officers, all of whom are full-time employees. OFFICES We currently Suite 301 located at 9553 Harding Avenue, Surfside, Florida, from an unaffiliated third party. The one year lease terminates August 31, 2003, and requires us to pay monthly rent at the rate of $10,080 per year. CORPORATE HISTORY We were organized in Nevada on June 1, 2000. We remained inactive until June 2001. On September 11, 2001, we increased the number of shares we are authorized to issue from 1,000 shares, to 1,000,000 shares of common stock, and changed the par value of our common stock from $.01 per share, to $.001 per share. On July 31, 2002, we increased the number of shares we are authorized to issue from 1,000,000 shares, to 50,000,000 shares of common stock. On December 23rd, we increased the number of shares of common stock we are authorized to issue to 90,000,000 shares and we created a class of preferred stock consisting of 10,000,000 shares, $.001 par value. On July 25, 2002, we acquired all of the outstanding capital stock of Casino Rated Players, Inc., a Florida corporation, and we issued an aggregate of 15,651,000 shares of our common stock to the former shareholders of Casino Rated Players, Inc. The shares had a calculated value of $.005 per share resulting in a total purchase price of $73,255. Casino Rated Players, Inc. is now our wholly owned subsidiary. MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table includes the names, positions held and ages of our executive officers and directors. NAME AGE POSITION ---- --- -------- William G. Forhan 58 Chief Executive Officer, President and Director Richard David Scott 55 Chief Operating Officer and Director Mercedes Henze 57 Vice President William G. Forhan has served as our Chief Executive Officer, President and a director since July 25, 2002. From June 1, 1999 until January 5, 2000 he served as President of byebyenow.com, Inc., a South Florida-based travel-services company. From July 1, 1997 to January 5, 2000, Mr. Forhan served as President of Aviation Industries Corp., a travel-related company. From January 5, 1994 to January 5, 2000, he served as President and Chief Executive Officer of Integrated Marketing Professionals, Inc., an over-the-counter (Pink Sheets: POKR) provider of casino packages and tours to qualified players. In January 2001, byebyenow.com, Inc. filed a petition for relief under Chapter 7 of the Federal bankruptcy laws. Such petition was granted and the debtor has been discharged. In January 2002, Integrated Marketing Professioinals, Inc. filed a petition for relief under Chapter 7 of the Federal bankruptcy laws. Such petition was granted and the debtor has been discharged. Richard David Scott has served as our Chief Operating Officer and a director since June 16, 2001. From May 1, 1999 to August 15, 2001, Mr. Scott served as Chief Executive Officer of Globalfare.com, a California-based travel-related company. From June 1, 1981 until November 28, 1999 he served as President of Euram Flight Center, a Washington D.C.-based air consolidator. Mercedes Henze has served as our Vice President since July 1, 2001. From August 1, 2000 to April 1, 2001, Ms. Henze served as Vice President for Globalfare.com. From November 1, 1982 to November 15, 2001, she served as Executive Vice President of Euram Flight Center. All directors serve for one year and until their successors are elected and qualify. Directors do not receive compensation for serving as directors. Officers are elected by the board of directors and their terms of office are, except as otherwise stated in employment contracts, at the discretion of the board of directors. Family Relationships: Mr. Scott, our Chief Operating Officer, and Ms. -------------------- Henze, our Vice President, are husband and wife. Board Committees: We do not as yet have an audit committee or a ---------------- compensation committee. We will be required to organize these committees if we secure a listing for our common stock on the BBXchange. Employment Agreements. We have entered into employment agreements with --------------------- William G. Forhan, our Chief Executive Officer, Richard David Scott, our President and Chief Operating Officer and Mercedes Henze, our Executive Vice President. Each agreement is for a term of two years, terminating August 1, 2004, which provide for automatic annual renewals, unless either we or the employee elects to terminate the agreement at the end of the initial or any renewal term. Each employee receives a salary of $120,000 per year, plus an amount equal to 5% of any funding introduced to us by the employee. Mr. Forhan and Mr. Scott each receive a monthly car allowance of $750. Claims under the agreements are to be resolved by arbitration before the American Arbitration Association. Consulting Agreement. On January 8, 2003 we entered into a one year -------------------- Consulting Agreement with Frank Pinizzotto. Under the agreement, Mr. Pinizzotto will consult with us on matters relating to management, marketing, consulting, strategic planning and corporate organization, and advise us on financial matters in connection with our operations, the expansion of our services, stockholder relations and general business matters. For his services, we have agreed to compensate Mr. Pinizzotto in the form of 500,000 shares of common stock, the resale of which are covered by this prospectus. In addition, we have granted options to Mr. Pinnizzotto to purchase 500,000 shares of common stock. The options are exercisable until January 8, 2006, at prices ranging from $.50 to $1.50 per share. We have also agreed to pay Mr. Pinnizzotto 5% cash and 5% in stock of venture capital funding from individual investors raised through his introduction and 5% in stock of broker-dealer funding received through his introduction. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth information relating to all compensation awarded to, earned by or paid by us during each of the three fiscal years ended December 31, 2001 to: (a) our Chief Executive Officer; and (b) each of our executive officers who earned more than $100,000 during those fiscal years:
Fiscal Other Annual LTIP All Other Name and Principal Position. Year Salary Bonus Compensation Options/ (#) Payouts Compensation - ---------------------------- ------ ------------- ----- ------------ ------------ ------- ------------ R. David Scott, COO. . . . . 2001 $ 0 0 0 0 0 0 William G. Forhan, CEO(1). . 2001 $ 0 0 0 0 0 0
______________________ (1) Mr. Forhan assumed the duties of CEO in July 2002. OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth information concerning our grant of options to purchase shares of our common stock during the fiscal year ended December 31, 2001 (a) our Chief Executive Officer; and (b) each of our executive officers who earned more than $100,000 during that year.
Percent of Number of Total Options/ Securities SARs Granted Underlying To Employees Exercise Or Options/SARs In Fiscal Base Price Name Granted (#) Year ($/Sh) Expiration Date - ------------ ------------ --------------- ----------- --------------- R. David Scott, COO. . . . -0- -- -- -- William G. Forhan, CEO (1) -0- -- -- --
______________________ (1) Mr. Forhan assumed the duties of CEO in July 2002. INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN On August 1, 2002, our board of directors and holders of a majority of our outstanding common stock, approved and adopted our 2002 equity compensation plan. We have reserved 5,000,000 shares of common stock for issuance as stock grants and upon exercise of options granted from time to time under the 2002 equity compensation plan. The 2002 plan is intended to assist us in securing and retaining key employees, directors and consultants by allowing them to participate in our ownership and growth through the grant of incentive and non-qualified options, as well as direct stock grants. Under the 2002 plan we may grant incentive stock options only to key employees and employee directors. We may grant non-qualified options and issue direct stock awards to our employees, officers, directors and consultants. The 2002 equity compensation plan is currently administered by our board of directors. Subject to the provisions of the 2002 plan, the board will determine who shall receive options or grants, the number of shares of common stock that may be purchased under the options, the time and manner of exercise of options and exercise prices. The term of options granted under the stock option plan may not exceed ten years or five years for an incentive stock option granted to an optionee owning more than 10% of our voting stock. The exercise price for incentive stock options will be equal to or greater than 100% of the fair market value of the shares of the common stock at the time granted. However, the incentive stock options granted to a 10% holder of our voting stock are exercisable at a price equal to or greater than 110% of the fair market value of the common stock on the date of the grant. The exercise price for non-qualified options will be set by the board, in its discretion, but in no event shall the exercise price be less than the par value for our common stock The exercise price may be payable in cash or, with the approval of the board, by delivery of shares or by a combination of cash and shares. The board may also direct the issuance of shares of our common stock as awards under the 2002 plan. Absent registration under the Securities Act of 1933, as amended, or the availability of an applicable exemption therefrom, shares of common stock received as stock grants and upon exercise of options will be subject to restrictions on sale or transfer. As of the date of this prospectus, we have granted no options, nor made any stock awards, under the 2002 plan. OPTION EXERCISES AND HOLDINGS The following table contains information with respect to the exercise of options to purchase shares of common stock during the fiscal year ended December 31, 2001 to (a) our Chief Executive Officer; and (b) each of our executive officers who earned more than $100,000 during the fiscal year ended December 31, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES Number of Securities Value of Underlying Unexercised Shares Unexercised In-The-Money Acquired Options/SARs Options/SARs On Value At FY-End (#) At FY-End ($) Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable - ------------ ---------- ------------- ------------- -------------- R. David Scott COO. . . . 0 - - - William G. Forhan, CEO (1) 0 - - -
____________________ (1) Mr. Forhan assumed the duties of CEO in July 2002. LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
Number Performance of Shares or Other Estimated Future Payouts Under Units or Period Until Non-Stock Price-Based Plans Other Rights Maturation Threshold Target Maximum Name (#) or Payout ($or #) ($or #) ($or #) - ------------ ------------- -------------- ---------------- ------- -------- R. David Scott, COO. . . . 0 - - - - William G. Forhan, CEO (1) 0 - - - -
____________________ (1) Mr. Forhan assumed the duties of CEO in July 2002. LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS As authorized by the Nevada Statutes, our Articles of Incorporation provide that none of our directors shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except liability for: - any breach of the director's duty of loyalty to our company or its shareholders; - acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; - unlawful payments of dividends or unlawful stock redemptions or repurchases; and - any transaction from which the director derived an improper personal benefit. This provision limits our rights and the rights of our shareholders to recover monetary damages against a director for breach of the fiduciary duty of care except in the situations described above. This provision does not limit our rights or the rights of any shareholder to seek injunctive relief or rescission if a director breaches his duty of care. These provisions will not alter the liability of directors under federal securities laws. Our Articles of Incorporation further provide for the indemnification of any and all persons who serve as our director, officer, employee or agent to the fullest extent permitted under Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, this indemnification is against public policy as expressed in the securities laws, and is, therefore unenforceable. CERTAIN TRANSACTIONS In connection with the acquisition of all of the outstanding shares of CasinoRatedPlayers.com, Inc., we issued 11,000,000 shares to William G. Forhan, our Chief Executive Officer. Mr. Forhan has loaned us $320,671, which is evidenced by our promissory note dated September 30, 2002, without interest, and is due and payable in monthly installments over 18 months commencing upon our receipt of at least $1,000,000 in equity funding. PRINCIPAL SHAREHOLDERS The following table sets forth information known to us, as of the date of this prospectus and as adjusted assuming the sale of all of the shares offered by this prospectus, relating to the beneficial ownership of shares of common stock by: - each person who is known by us to be the beneficial owner of more than five percent of our outstanding common stock; - each director; - each executive officer; and - all executive officers and directors as a group. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of Invicta Group Inc., 9553 Harding Avenue, Suite 301, Miami Beach, Florida 33154. We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) and that can be acquired by him within 60 days from the date of this Report, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner's percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of the date of this prospectus, have been exercised or converted. The table is based on 32,182,200 shares currently outstanding. As adjusted percentages give effect to the sale of shares covered by this prospectus by the named person. Except as otherwise required by SEC rules relating to beneficial ownership, the table does not give effect to the issuance of up to: - 5,000,000 shares under our equity compensation plan; - 500,000 shares on exercise of options granted to a consultant; and - 20,000 shares in the event an outstanding convertible debenture is converted.
Name and Address of . . Amount and Nature of Percent Beneficial Owner . . Beneficial Ownership of Class - ----------------------- -------------------------------------------------- Actual As Adjusted -------------------------------------------------- William G. Forhan . . . 11,000,000 shares 34.2% 23.8% Richard David Scott . . 6,500,000 shares 20.2% 13.6% Mercedes Henze. . . . . 6,000,000 shares 18.6% 12.4% Innovapp Inc. . . . . . 2,000,000 shares 6.3% 4.6% Officers and Directors As a group (3 persons). 23,500,000 shares 73.0% 49.8%
DESCRIPTION OF SECURITIES GENERAL The following description of our capital stock and provisions of our Articles of Incorporation is a summary thereof and is qualified by reference to our Articles of Incorporation, copies of which may be obtained upon request. Our authorized capital consists of 90,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of preferred stock, par value $.001 per share. COMMON STOCK Holders of shares of common stock are entitled to share, on a ratable basis, such dividends as may be declared by the board of directors out of funds, legally available therefore. Upon our liquidation, dissolution or winding up, after payment to creditors, our assets will be divided pro rata on a per share basis among the holders of our common stock. Each share of common stock entitles the holders thereof to one vote. Holders of common stock do not have cumulative voting rights which mean that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so, and, in such event, the holders of the remaining shares will not be able to elect any directors. Our By-Laws require that only a majority of our issued and outstanding shares need be represented to constitute a quorum and to transact business at a stockholders' meeting. Our common stock has no preemptive, subscription or conversion rights and is not redeemable by us. PREFERRED STOCK We are authorized to issue 10,000,000 shares of preferred stock, par value $.001 per share, having such designations, rights, preferences, powers and limitations as may be determined by the board of directors at the time of designation. No preferred stock has yet been designated or issued. TRANSFER AGENT AND REGISTRAR Commencing upon the date of this prospectus, the transfer agent and registrar for our common stock will be Florida Atlantic Stock Transfer, 7130 Nob Hill Road, Tamarac, FL 33321. UNDERWRITING This is a self underwritten offering in that we are offering 12,000,000 shares through our officers and directors, without the assistance of an underwriter. We have not engaged or identified any person or entity to assist us in the sale of shares. We will sell the shares only in those states where we are or become authorized to do so. We may also sell shares outside the United States. We are offering the shares on an "all or none" basis as to 400,000 shares, and, subject to the sale of those shares, we will use our best efforts to sell the remaining 11,600,000 shares during the offering period. The offering will commence on the date of this prospectus, and will terminate in 90 days, except that we may decide, without notice to investors, to extend the offering period for up to an additional 60 days. Until we sell at least 400,000 shares, all payments received from investors will be held in an attorney trust account at BankAtlantic, Boca Raton, Florida, maintained by our counsel, Steven I. Weinberger, P.A. Unless gross proceeds of at least $240,000, from the sale of at least 400,000 shares, have been deposited in such trust account on or before the close of business on the last day of the offering period, all proceeds will be returned to the investors, without interest or deduction. If at least 400,000 shares are sold prior to expiration of the offering period, we will continue to offer the remaining shares until all of the shares are sold, or the offering period, including any extension, has ended. We may decide to terminate the offering at any time prior to the end of the offering period. Once proceeds from the sale of at least 400,000 shares have been released from the attorney trust account, additional proceeds from the sale of shares, if any, will be immediately at our disposal and will no longer be deposited to the trust account. We intend to either pay brokerage commissions of 10% to registered broker-dealers, to the extent we use their services in connection with sales of shares or pay funding fees of 5% to our officers and directors who are responsible for identifying purchasers of shares. Brokers who assist with offshore sales may not have to be licensed in the United States. SHARES ELIGIBLE FOR FUTURE SALE As of the date of this prospectus, we had 32,182,200,200 shares of common stock issued and outstanding, 53,000 of which have been held for two years and are freely tradeable without further registration under the Securities Act, and 8,182,200 of which are freely transferable pursuant to this prospectus. This does not include 5,000,000 shares issuable upon exercise of options under our equity incentive plan, 500,000 shares issuable on exercise of options granted to a consultant and 20,000 shares issuable in the event of conversion of a debenture. They may be resold by their holders as long as they are covered by a current registration statement or under an available exemption from registration. We also have 23,947,000 shares of common stock currently outstanding that are restricted securities, and are not covered by an effective registration statement. The remaining restricted shares will become eligible for sale under Rule 144 at various times provided that they have been held for at least one year. In general, Rule 144 permits a shareholder who has owned restricted shares for at least one year, to sell without registration, within a three month period, up to one percent of our then outstanding common stock. We must be current in our reporting obligations in order for a shareholder to sell shares under Rule 144. In addition, shareholders other than our officers, directors or 5% or greater shareholders who have owned their shares for at least two years, may sell them without volume limitation or the need for our reports to be current. Most of these restricted shares, will be available for resale under Rule 144 beginning in July 2003. We cannot predict the effect, if any, that market sales of common stock or the availability of these shares for sale will have on the market price of the shares from time to time. Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market could adversely affect market prices for the common stock and could damage our ability to raise capital through the sale of our equity securities. SELLING SECURITY HOLDERS BACKGROUND OF THE TRANSACTIONS This prospectus covers the resale of 8,182,200 shares of our common stock issued as founders' shares, for cash consideration and/or for services rendered. The shares were issued under Section 4(2) of the Securities Act of 1933, in transactions not involving a public offering. None of the selling security holders is affiliated with us, except that a total of 1,500,000 shares covered by this prospectus are being offered by William G. Forhan, R. David Scott and Mercedes Henze, our executive officers. SELLING SECURITY HOLDERS The following table sets forth: - the name of each selling security holder; - the number or shares of common stock beneficially owned by each selling security holder as of the date of this prospectus; - the number of shares being offered by each selling security holder; - the number of shares to be owned by each selling security holder following completion of this offering; and - the percentage of outstanding shares to be owned by each selling security holder following completion of this offering. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and includes any securities which the person has the right to acquire within 60 days through the conversion or exercise of options, warrants, promissory notes and any other security or other right. The information as to the number of shares of our common stock owned by each selling security holder is based upon our books and records as of the date of this prospectus. We may amend or supplement this prospectus from time to time to update the disclosure set forth in the table. Because the selling security holders identified in the table may sell some or all of the shares owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, no estimate can be given as to the number of shares available for resale hereby that will be held by the selling security holders upon termination of the offering made hereby. We have therefore assumed, for the purposes of the following table, that the selling security holders will sell all of the shares owned by them which are being offered hereby, but will not sell any other shares of our common stock that they presently own. The shares of common stock being offered have been registered to permit public sales and the selling security holders may offer all or part of the shares for resale from time to time. All expenses of the registration of the common stock on behalf of the selling security holder are being borne by us. We will receive none of the proceeds of this offering. An "*" indicates less than 1%.
Number Number of Percentage of Shares Owned Number of shares Owned Class Owned Name of Beneficial Owner. . . . Beneficially Shares Offered After Offering After Offering - ------------------------------- ------------ -------------- -------------- --------------- Scott R. Costa. . . . . . . . . 3,000 3,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Fred O'Donoghue . . . . . . . . 30,000 30,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Michael Gonser. . . . . . . . . 15,000 15,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Malcolm Chapman . . . . . . . . 205,000 205,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Government Contract Inc.. . . . 50,000 50,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Todd Gainey . . . . . . . . . . 130,000 130,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Tony Graystone. . . . . . . . . 50,000 50,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Monica Richter. . . . . . . . . 159,000 159,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- David Faulk & Jennifer Le Blanc 40,000 40,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Wilson G. Salgardo. . . . . . . 50,000 50,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- James,Clara & Erika Brown . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Allen Kaul. . . . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Nandu Bajaj . . . . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Nick Berry. . . . . . . . . . . 200,000 200,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Martine Loge. . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Patricia Kawaja . . . . . . . . 2,000 2,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Paul De Mirza . . . . . . . . . 19,200 19,200 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Steven Weinberger . . . . . . . 320,000 320,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Greentree Financial . . . . . . 400,000 400,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Mark Ackerman . . . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Steven Boxall . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Walter Branch . . . . . . . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Sam Robertson . . . . . . . . . 50,000 50,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Lanier Williams . . . . . . . . 50,000 50,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Jason Plouff. . . . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Elisabeth Miller. . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Milagros Neuman . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Robert Johnston . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Louis Katz. . . . . . . . . . . 500,000 500,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Charles Pearlman. . . . . . . . 30,000 30,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Jan Atlas . . . . . . . . . . . 30,000 30,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- James Schneider . . . . . . . . 30,000 30,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Joel Mayersohn. . . . . . . . . 15,000 15,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Roxanne Beilly. . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Robin Campbell. . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Ella Chesnutt . . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Charles Spierer . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Wendy Spierer . . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Susan Bernstein . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Albert Sacks. . . . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Steve York. . . . . . . . . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Glenn Fine. . . . . . . . . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Harold Gubnitsky. . . . . . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Ellen Defaut. . . . . . . . . . 500,000 500,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Mark Brilliant. . . . . . . . . 2,000 2,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- William Forhan. . . . . . . . . 11,000,000 500,000 -0- 25.0% - ------------------------------- ------------ -------------- -------------- --------------- Shelia Alterman . . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Rosalind Lisabeth . . . . . . . 20,000 20,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Shari & Richard Gabay . . . . . 800,000 800,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Randall Bates . . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Stuart Shechter . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- David Shechter . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Jack Gabay. . . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Peter Camejo. . . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Robert Clark. . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Mercedes Henze**. . . . . . . . 6,000,000 500,000 5,500,000 12.5% - ------------------------------- ------------ -------------- -------------- --------------- Clark Forhan. . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Sean Forhan . . . . . . . . . . 100,000 100,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- John Wright . . . . . . . . . . 200,000 200,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Marjorie Forhan . . . . . . . . 200,000 200,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- George Digirolamo . . . . . . . 25,000 25,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Frank Pinizzotto. . . . . . . . 500,000 500,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Alison Pyme . . . . . . . . . . 4,000 4,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Steve Swank . . . . . . . . . . 500,000 500,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Morris Michalik . . . . . . . . 500,000 500,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Tim Davey . . . . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Alfons Wynen. . . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Barbara Evans . . . . . . . . . 10,000 10,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Fabienne Rawas. . . . . . . . . 5,000 5,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Robert Mackilligan. . . . . . . 1,000 1,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Howard Mackilligan. . . . . . . 1,000 1,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- Jesse Durko . . . . . . . . . . 1,000 1,000 -0- * - ------------------------------- ------------ -------------- -------------- --------------- David Scott** . . . . . . . . . 6,500,000 500,000 6,000,000 13.7% - ------------------------------- ------------ -------------- -------------- --------------- TOTAL . . . . . . . . . . . . . 8,182,200 - ------------------------------- ------------ -------------- -------------- ---------------
* Less than 1%. --------------- ** Ms. Henze and Mr. Scott are married. --------------------------------------- PLAN OF DISTRIBUTION The 8,182,200 shares being offered by the selling security holders may be sold by them from time to time by in one or more transactions that may take place on the over-the-counter market. These include ordinary broker's transactions, privately-negotiated transactions or through sales to one or more broker-dealers for resale of these shares as principals, at market prices existing at the time of sale, at prices related to existing market prices, through Rule 144 transactions or at negotiated prices. The selling security holders may sell shares in exchange for consideration other than cash or for no consideration. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling security holders in connection with sales of shares. In making sales, brokers or dealers used by the selling security holders may arrange for other brokers or dealers to participate. The selling security holders and others through whom such securities are sold may be "underwriters" within the meaning of the Securities Act of 1933, and any profits realized or commissions received may be considered underwriting compensation. We have advised the selling security holders that, at the time of resale of shares covered by this prospectus is made by or on behalf of a selling security holder; a copy of this prospectus is to be delivered. We have also advised the selling security holders that during the time as they may be engaged in a distribution of the shares included herein they are required to comply with Regulation M of the Exchange Act. With certain exceptions, Regulation M precludes any selling security holders, any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchase made in order to stabilize the price of a security in connection with the distribution of that security. Sales of securities by us and the selling security holders or even the potential of these sales may have a negative effect on the market price of for our shares of common stock. LEGAL MATTERS The validity of the securities offered by this prospectus will be passed upon for us by Steven I. Weinberger, P.A., 2800 South Ocean Blvd., Boca Raton, FL 33432. Steven I. Weinberger owns 320,000 shares of our common stock, the resale of which is covered by this prospectus. EXPERTS The consolidated financial statements of Invicta Group Inc. as of December 31, 2001 and for the year then ended, and as of September 30, 2002 and for the nine months then ended, appearing in this prospectus and registration statement have been audited by Dreslin Financial Services, independent auditors, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance upon this report given on the authority of such firm as experts in auditing and accounting. ADDITIONAL INFORMATION We have filed with the SEC the registration statement on Form SB-2 under the Securities Act for the common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further information concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement, and these statements are qualified in their entirety by reference to the contract or document. The registration statement, including all exhibits, may be inspected without charge at the SEC's Public Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549. Copies of these materials may also be obtained from the SEC's Public Reference at 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, upon the payment of prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement, including all exhibits and schedules and amendments, has been filed with the SEC through the Electronic Data Gathering, Analysis and Retrieval system. Following the effective date of the registration statement relating to this prospectus, we will become subject to the reporting requirements of the Exchange Act and in accordance with these requirements, will file annual, quarterly and special reports, and other information with the SEC. The Internet web site for the SEC is www.sec.gov. 7 FINANCIAL STATEMENTS Independent Auditor's Report The Board of Directors and Shareholders of Invicta Group Inc. We have audited the accompanying consolidated balance sheets of Invicta Group Inc. and subsidiaries as of December 31, 2001, and September 30, 2002 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year ending December 31, 2001, and the nine month period ending September 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Invicta Group Inc. and subsidiaries as of December 31, 2001 and September 30, 2002 and the results of its operations and its cash flows for the year- ended December 31, 2001, and the nine month period ending September 30, 2002 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred significant losses from operations, and because of these losses, the Company has a working capital deficiency, which raises substantial doubts about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Dreslin Financial Services - ------------------------------- Dreslin Financial Services November 4, 2002 Seminole, Florida
INVICTA GROUP INC. CONSOLIDATED BALANCE SHEET DECEMBER 31, SEPTEMBER 30, 2001 2002 ----------------------------- ASSETS ------ Current assets: Cash and cash equivalents. . . . . . . . . . . . . . . $ 3,449 $ 2,985 ---------------- ---------- Total current assets . . . . . . . . . . . . . . . 3,449 2,985 Property and equipment, net of accumulated depreciation. - 16,842 of $13,256. (note 4) Other assets: Intangible assets, net of accumulated amortization of $35,609. . . . . . . . . . . . . . . - 126,690 ---------------- ---------- $ 3,449 $ 146,517 ================ ========== LIABILITIES AND SHAREHOLDER'S EQUITY ------------------------------------ Current liabilities: Accounts payable and accrued liabilities . . . . . . . $ - $ 12,593 Loans from shareholders (note 7) . . . . . . . . . . . 40,551 320,671 Deferred officer compensation (note 6) . . . . . . . . - 262,000 ----------------- ---------- Total current liabilities. . . . . . . . . . . . . 40,551 595,264 ----------------- ---------- Long-term debt Convertible Debenture (note 8) . . . . . . . . . . . . - 10,000 Shareholder's equity: Common stock, par value $.001, 90,000,000 shares. . . 53 30,085 authorized, 29,085,200 issued and outstanding Additional paid in capital . . . . . . . . . . . . . . 6,447 179,372 Retained earnings. . . . . . . . . . . . . . . . . . . (43,602) (668,204) ----------------- ---------- Total shareholder's equity . . . . . . . . . . . . (37,102) (458,747) ----------------- ---------- $ 3,449 $ 146,517 ================ ==========
INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED 9 MONTHS ENDED DECEMBER 31, SEPTEMBER 30, 2001 2002 ---------- ------------ Revenues earned. . . . . . . . . . . . . . . . $ 67,309 $ 155,030 ---------- ------------ Cost of revenues earned. . . . . . . . . . . . 58,694 143,892 ---------- ------------ Gross profit . . . . . . . . . . . . . . . . . 8,615 11,138 Selling, general, and administrative expenses. 52,217 278,775 Asset impairment charge (note 11). . . . . . . 356,965 ---------- ------------ Operating loss . . . . . . . . . . . . . . . . (43,602) (624,602) ---------- ------------ NET LOSS . . . . . . . . . . . . . . . . . . . (43,602) (624,602) ========== ============ Net loss per share . . . . . . . . . . . . . . ($4.932) ($0.038) ========== ============ Weighted average shares outstanding. . . . . . 8,840 16,546,800 ========== ============
INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED 9 MONTHS ENDED DECEMBER 31, SEPTEMBER 30, 2001 2002 ---------------------------- Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . ($43,602) ($624,602) Adjustments to reconcile net income to net cash provided by operating activities: Stock issued for services. . . . . . . . 23,197 Asset impairment charge. . . . . . . . . 356,965 Changes in assets and liabilities: Accrued expenses . . . . . . . . . . . 192,000 Accounts payable . . . . . . . . . . . 4,500 ---------- ---------- (43,602) (47,940) ---------- ---------- Cash flows used in investing activities: Fixed asset expenditures . . . . . . . . . (2,000) ---------- ---------- Cash flows used in financing activities: Proceeds from long term debt . . . . . . . 40,551 - Proceeds from sale of comon stock. . . . . 6,500 101,505 Payments on long term debt . . . . . . . . (52,029) ---------- ---------- 47,051 49,476 ---------- ---------- Net change in cash and cash equivalents. . . 3,449 (464) ---------- ---------- Cash and cash equivalents, beginning of year 0 3,449 ---------- ---------- Cash and cash equivalents, end of year . . . $ 3,449 $ 2,985 ========== ========== SUPPLEMENTAL DISCLOSURE: Interest expense paid. . . . . . . . . . . . $ 0 $ 0 ========== ==========
INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Common Stock Additional Paid Shares $ in capital Deficit ---------------------------------------------------- BALANCE JANUARY 1, 2001 . . . 0 $ 0 0 0 Stock issued for cash . . . . 53,000 53 6,447 Net loss for the year ended December 31, 2001. . . . . . (43,602) ---------------------------------------------------- BALANCE DECEMBER 31, 2001 . . 53,000 $ 53 $ 6,447 ($43,602) Stock issued for cash . . . . 11,760,000 11,760 89,745 Stock issued for services . . 2,621,200 2,621 20,576 Stock issued for acquisitions 15,651,000 15,651 62,604 Net loss for the period ended September 30, 2002 . . . . . (624,602) ---------------------------------------------------- BALANCE SEPTEMBER 30, 2002. . 30,085,200 $30,085 $179,372 ($668,204) ====================================================
INVICTA GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Organization The Company was organized June 1, 2000 under the laws of the State of Nevada. The Company specializes in the travel and entertainment industry, and is focusing on the acquisition of various travel and entertainment entities, operating as independent entities, and capitalizing on marketing and operational efficiencies. On July 2, 2002, at a meeting of the Board of Directors, the Board approved amending its Articles of Incorporation. These amendments were approved by a majority vote of the stockholders. The Company authorized changing its common stock authorized, 1000 shares, $0.01 par value, to 90,000,000 shares, common stock par value $0.001. Additionally, the Company authorized 10,000,000 Preferred shares. Principles of Consolidation The consolidated financial statements include the accounts of the company and the following wholly owned subsidiary. All material inter-company transactions have been eliminated. Subsidiary's Name Business Activity ----------------- ----------------- Casino Rated Players, Inc. Casino representative company offering comp rooms to rated players. Revenues are derived from the Casino as a percentage of the amount earned (played) by the rated player. Basis of Accounting The accompanying consolidated financial statements are prepared using the accrual basis of accounting where revenues are recognized when earned and expenses are recognized when incurred. This basis of accounting conforms to generally accepted accounting principles. Fixed assets Fixed assets are carried at cost. The company provides depreciation over the estimated useful lives of fixed assets using the straight line method. Upon retirement or sale of fixed assets, their net book value is removed from the accounts and the difference between such net book value and proceeds received is income or loss. Expenditures for maintenance and repairs are charged to income while renewals and betterment's are capitalized. Estimated useful lives are as follows: Furniture 7 years Office equipment 5 years INVICTA GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) Income taxes The Company has adopted SFAS 109. The Company has not made a provision for income tax purposes due to incurring losses since inception. The net losses of approximately $310,000 can be carried forward to offset future taxable income. The net operating loss carry-forward begin expiring in 2015. Intangible assets In connection with the purchase of subsidiaries, the Company paid cost in excess of the net tangible assets acquired. (See Note 3) The cost paid in excess of the net tangible assets is attributed to long-lived intangible assets having continuing value. The Company assesses long-lived assets for impairment under FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Under those rules, goodwill and other long-lived assets associated with assets acquired in a purchase business combination is included in impairment evaluations when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. Net income per share The company has adopted of SFAS 128, Earnings per Share issued by the Financial Accounting Standards Board. Net loss per share was computed based on the weighted average number of shares outstanding during the periods presented. NOTE 2: MANAGEMENT PLANS REGARDING LIQUIDITY AND OPERATIONS The Company's management is currently attempting to market and sell the Company's common shares to individual investors in order to provide cash for continuing operations, and to fund acquisitions. If the Company is unable to market and sell it shares of stock, it is unlikely that the Company will be able to continue to fund operations from existing revenues. Management believes these efforts will allow the Company to become profitable, and allow it to continue as a going concern, however; there can be no assurances to that effect. INVICTA GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: ACQUISITION OF BUSINESSES Casino Rated Players, Inc. On July 25, 2002, the Company acquired all of the common stock of Casino Rated Players, Inc. in exchange for 15,651,000 restricted shares of the Company's stock with a calculated value of $.005 per share resulting in a total purchase price of $78,255. The Company's 2002 consolidated results include the operations of Casino Rated Players, Inc. from the date of acquisition. The acquisition was accounted for using the purchase method of accounting, Accordingly, the purchase price was allocated to the net assets acquired based upon their estimated fair market values. The Company determined that there was no material difference between the carrying value and the fair value of the assets acquired and liabilities assumed. The $356,965 excess of cost over net assets acquired is allocated to goodwill. The Company will conduct impairment evaluations when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. NOTE 4: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is carried at cost. The cost and related accumulated depreciation as of September 30, 2002 is summarized as follows: Office furniture and equipment $28,098 Capitalized software 2,000 Less accumulated depreciation and amortization 13,256 ------- Total $16,842 ======= NOTE 5: OPERATING LEASES The Company leases office space for its operations on a month-to-month basis at $800 per month. Rent expense for the year ended December 31, 2001 and the nine months ending September 30, 2002 was $3,200, and $7,200 respectively. NOTE 6: DEFERRED OFFICER COMPENSATION Amounts accrued for officer salaries, based on the standard monthly officer salary. The deferred amounts are non-interest bearing. The Company intends to pay the deferred amounts from cash flow generated from operations. No payments will be made until the Company has achieved adequate cash flow. INVICTA GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7: LONG TERM DEBT Long term debt consist of the following: Loans from shareholders - notes with a zero interest rate - payable in monthly payments over 18 months provided the Company is successful in selling a minimum of $1,000,000 of the Company's common stock. $320,671 -------- Total long-term debt 320,671 Less current maturities -0- -------- Total long-term debt, less current maturities $320,671 ======== Scheduled long-term debt maturities as of September 30, 2002 are as follows: 2002 $ 0 2003 220,000 2004 100,671 -------- $320,671 ======== NOTE 8: CONVERTIBLE DEBENTURE Convertible Debenture - Issued in return for marketing services performed. The debenture, issued on July 1, 2001, is for a term of three years with interest at 7% and is convertible at $.50 per share. The debenture expires on July 1, 2003. NOTE 9: FAIR VALUES OF FINANCIAL INSTRUMENTS All financial instruments are held or issued for purposes other than trading. The carrying amount of cash, accounts receivable, accounts payable and other current liabilities approximates fair value because of their short maturity. The carrying amount of notes payable, related party notes payable, convertible debentures, and capital lease obligations approximates their fair value based on current market interest rates offered by the company NOTE 10: RELATED PARTY TRANSACTIONS The company has received various short-term advances from one of its primary shareholders. There is no interest on these advances. The Company expects to pay all amounts owed within the following twelve months. INVICTA GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11: INNOVAPP SOFTWARE PURCHASE In July 2002, the Company acquired a unique proprietary software called "on the fly faring" from Innovapp. The software allows the Company to compare airfare prices from multiple sources on both the internet and major airline booking systems, allowing the Company to mark up or down fares in order to receive the best possible yield on tickets sold. The software was acquired for two million shares of the Company's common stock, plus a royalty fee of 10% on sales of licensing agreements over the next five years. NOTE 12: ASSET IMPAIRMENT CHARGE In regards to the purchase of Casino Rates Player, Inc., a portion of the purchase price was allocated to goodwill. Subsequently, pursuant to SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" the company evaluated the recoverability of the long-lived assets, including intangibles of this enterprise. Because of inherent competition in the travel industry and the company's inability to realize positive cash flows from the enterprise, the company adjusted the carrying value of the goodwill to its estimated fair value of $-0-, resulting in a non-cash impairment loss of $356,965($.022 per share). The estimated fair value was based on anticipated future cash flows discounted at a rate commensurate with the risk involved. 8 NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. TABLE OF CONTENTS 9 Page ---- Prospectus Summary Risk Factors Capitalization Use of Proceeds Market for Common Stock and Dividend Policy Dilution Forward-Looking Statements Management's Discussion and Analysis or Plan of Operation Business Management Executive Compensation Certain Transactions Principal Shareholders Description of Securities Underwriting Shares Eligible for Future Sale Legal Matters Experts Additional Information Financial Statements F-1 20,182,200 SHARES INVICTA GROUP INC. PROSPECTUS ---------- ________________, 2002 II- PART TWO INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Nevada Statutes (the "Corporation Act") permits the indemnification of directors, employees, officers and agents of Nevada corporations. The Company's Articles of Incorporation (the "Articles") and Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by the Corporation Act. The provisions of the Corporation Act that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Florida law. In addition, each director will continue to be subject to liability for (a) violations of criminal laws, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution and (d) willful misconduct or conscious disregard for the best interests of the Company in a proceeding by or in the right of a shareholder. The statute does not affect a director's responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the act and is therefore unenforceable. ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by the Company in connection with the distribution of the securities being registered are as follows:
SEC Registration and Filing Fee $ 1,114.00 Legal Fees and Expenses*. . . . $10,000.00 Accounting Fees and Expenses*.. $ 7,500.00 Financial Printing*.. . . . . . $ 2,500.00 Transfer Agent Fees*. . . . . . $ 1,500.00 Blue Sky Fees and Expenses*.. . $ 2,500.00 Miscellaneous*. . . . . . . . . $ 2,386.00 ---------- TOTAL . . . . . . . . . . . . $27,500.00 ==========
* Estimated ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES On July 25, 2002, we issued a total of 12,500,000 founders' shares to our Chief Operating Officer and Vice President, respectively,. These transactions were exempt from the registration requirement of the Securities Act of 1933, as amended (the "Act") by reason of Section 4(2) of the Act and the rules and regulations thereunder. On July 25, 2002, the Company issued 15,651,000 shares of common stock to the 38 former shareholders of CasinoRatedPlayers.com, Inc., in connection with the Company's acquisition of all of the issued and outstanding shares of CasinoRatedPlayers.com, Inc. The former shareholders had access to financial statements and other relevant information concerning the Company, and the shareholders had such knowledge and experience in business and financial transactions that they were able to understand and evaluate the risks and merits of the transaction. This transaction was exempt from the registration requirement of the Securities Act of 1933, as amended (the "Act") by reason of Section 4(2) of the Act and the rules and regulations thereunder. On July 28, 2002, the Company issued 2,000,000 shares of common stock to Innovapp Inc., in connection with our acquisition of certain assets of such company. The board of directors of Innovapp Inc. had access to financial statements and other relevant information concerning the Company, and had such knowledge and experience in business and financial transactions that they were able to understand and evaluate the risks and merits of the transaction. This transaction was exempt from the registration requirement of the Act by reason of Section 4(2) of the Act and the rules and regulations thereunder. During the period from November 6, 2001 to the date of this registration statement, we issued 2,031,200 shares of common stock to 36 persons, the proceeds of which were used for general working capital purposes. Each of the purchasers had access to financial statements and other relevant information concerning the Company, and the shareholders had such knowledge and experience in business and financial transactions that they were able to understand and evaluate the risks and merits of the transaction. This transaction was exempt from the registration requirement of the Act by reason of Section 4(2) of the Act and the rules and regulations thereunder. ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No.. Description of Document - ----------- ------------------------ 3.1(a) . . . Articles of Incorporation of Invicta Group Inc. (1) 3.1(b) . . . Articles of Amendment (1) 3.2. . . . . Bylaws (1) 5.1. . . . . Opinion and Consent of Steven I. Weinberger, P.A. (1) 10.1 . . . . 2002 Equity Compensation Plan (1) 10.2 . . . . Employment Agreement between the Company and William G. Forhan (1) 10.3 . . . . Employment Agreement between the Company and R. David Scott (1) 10.4 . . . . Employment Agreement between the Company and Mercedes Henze (1) 10.5 . . . . Lease for Miami Beach, Florida Office (1) 10.6 . . . . Stock Purchase Agreement for the Shares of CasinoRatedPlayers.com. Inc. (1) 10.7 . . . . Asset Purchase Agreement with Innovapp Inc. (1) 10.8 . . . . Promissory Note to William G. Forhan (1) 10.9 . . . . Consulting Agreement with Frank Pinizzotto (1) 23.1 . . . . Consent of Steven I. Weinberger, P.A. (see Exhibit 5.1) (1) 23.2 . . . . Consent of Dreslin Financial Services (1)
_________________________ (1) Filed herewith. ITEM 28. UNDERTAKINGS The undersigned Registrant also undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the "Commission") such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or preceding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami Beach, Florida on January 13, 2003. INVICTA GROUP INC. By: /s/ William G. Forhan -------------------------- William G. Forhan, Chief Executive Officer and President By: /s/ Richard David Scott -------------------------- Chief Operating Officer, Principal Financial and Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to Form SB-2 registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ William G. Forhan Chief Executive Officer, January 13, 2003 - --------------------- William G. Forhan President and Director /s/ Richard David Scott Chief Operating Officer, January 13, 2003 - ----------------------- Richard David Scott Principal Accounting and Financial Officer and Director /s/ Mercedes Henze Vice President January 13, 2003 - ------------------ Mercedes Henze EX-3 3 doc2.txt ARTICLES OF INCORPORATION Dean Heller Secretary of State 101 North Carson Street Suite 3 Carson City, Nevada 89701 Articles of Incorporation ------------------------- Filed June 1st 2000 #C15312-00 ------------------------------ 1. Name of Corporation: Invicta Group Inc 2. Resident Agent name and address: Randolph Lay 1700 East Desert Inn Road Las Vegas, Nevada 89109 3. Shares: 1000 Par value. 01cents 4. Names Addresses, Number of Board of Directors/Trustees: 1 Richard David Scott 120 Granville Avenue Los Angeles, Ca 90049 5. Purpose: Any legal business 6. Other matters: None 7. Names addresses and signatures Of Incorporators: Richard David Scott(signature) 120 Granville Avenue # 14 Los Angeles, Ca 90049 8. Certificate of acceptance of Appointment of Resident Agent: Randolph Lay (signature) Date: June 1st 2000. EX-3.2 4 doc3.txt ARTICLES OF AMENDMENT Dean Heller Secretary of State 202 North Carson Street Carson City, Nevada 89701 775-684-5708 Certificate of amendment to articles of incorporation ----------------------------------------------------- For Nevada Profit corporations ------------------------------ (pursuant to NRS.78.385 and 78.399 after issuance of stock ---------------------------------------------------------- Name of corporation: Invicta Group Inc C-15312 - 2000 The articles have been amended as follows: Article 3 Number of shares issued: 90,000,000 common shares and 10,000,000 preferred shares Total 100,000,000 shares /s/ Richard David Scott - ------------------------- Filed # C-15312-00 Dec 23 2002 Dean Heller Secretary of State 101 North Carson Street Suite 3 Carson City, Nevada 89701 Certificate of Amendment ------------------------ Filed July31st 2002 #C15312-00 ------------------------------ 1. Name of Corporation: Invicta Group Inc 2. The articles have been amended as Follows: number of shares 50,000,000 Par value $.001 3. The undersigned declare that they Constitute at least two Thirds of the Incorporators: check agreement 4. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued. 5. Signatures: /s/ Richard David Scott. ------------------------ Dean Heller Secretary of State 101 North Carson Street Suite 3 Carson City, Nevada 89701 Certificate of Amendment ------------------------ Filed September 11th 2001 #C15312-00 ----------------------------------- 1. Name of Corporation: Invicta Group Inc 2. The articles have been amended as Follows: number of shares 1, 000,000 Par value $.001 3. The undersigned declare that they Consitute at least two Thirds of the Incorporators: check agreement 4. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued. 5. Signatures: /s/ Richard David Scott. ----------------------- EX-3.3 5 doc4.txt BYLAWS BY LAWS OF INVICTA GROUP A NEVADA CORPORATION ARTICLE I MEETING OF STOCKHOLDERS SECTION 1. THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE CORPORATION SHALL BE HELD AT A LOCATION WITHIN OR WITHOUT THE STATE OF NEVADA, ON A DATE AND AT A TIME SO DESIGNATED BY THE BOARD OF DIRECTORS, IN EACH YEAR, IF NOT A LEGAL HOLIDAY, AND IF A LEGAL HOLIDAY, THEN ON THE NEXT SUCCEEDING DAY NOT A LEGAL HOLIDAY, FOR THE PURPOSE OF ELECTING DIRECTORS OF THE CORPORATION TO SERVE DURING THE ENSUING YEAR AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY BE BROUGHT BEFORE THE MEETING. AT LEAST FIVE (5) DAYS WRITTEN NOTICE SPECIFYING THE TIME AND PLACE, WHEN AND WHERE, THE ANNUAL MEETING SHALL BE CONVENED, SHALL BE MAILED IN A UNITED STATES POST OFFICE ADDRESSED TO EACH OF THE STOCKHOLDERS OF RECORD AT THE TIME OF ISSUING THE NOTICE AT HIS OR HER OR ITS ADDRESS LAST KNOWN, AS THE SAME APPEARS ON THE BOOKS OF THE CORPORATION. NEVERTHELESS, A FAILURE TO GIVE SUCH NOTICE, OR ANY IRREGULARITY IN SUCH NOTICE, SHALL NOT AFFECT THE VALIDITY OF ANNUAL MEETINGS OR ANY OF THE PROCEEDINGS HAD AT SUCH MEETING,AND IN SUCH EVENT THESE BYLAWS SHALL BE, AND SHALL BE DEEMED TO BE, SUFFICIENT NOTICE OF SUCH MEETING WITHOUT REQUIREMENT OF FURTHER NOTICE. SECTION 2. SPECIAL MEETINGS OF THE STOCKHOLDERS MAY BE HELD AT THE OFFICE OF THE CORPORATION IN THE STATE OF NEVADA, OR ELSEWHERE, WHENEVER CALLED BY THE PRESIDENT, OR BY THE BOARD OF DIRECTORS, OR BY VOTE OF,OR BY AN INSTRUMENT IN WRITING SIGNED BY THE HOLDERS OF 50 % OF THE ISSUED AND OUTSTANDING CAPITAL STOCK. AT LEAST TEN (10).DAYS WRITTEN NOTICE OF SUCH MEETING, SPECIFYING THE DAY AND HOUR AND PLACE, WHEN AND WHERE SUCH MEETING SHALL BE CONVENED, AND THE OBJECTS FOR CALLING THE SAME, SHALL BE MAILED IN THE UNITED STATES POST OFFICE, ADDRESSED TO EACH OF THE STOCKHOLDERS OF RECORD AT THE TIME OF ISSUING THE NOTICE, AND AT HIS OR HER OR ITS ADDRESS LAST KNOWN, AS THE SAME APPEARS ON THE BOOKS OF THE CORPORATION. IF ALL THE STOCKHOLDERS OF THE CORPORATION SHALL WAIVE NOTICE OF SPECIAL MEETING, NO NOTICE OF SUCH MEETING SHALL BE REQUIRED, AND WHENEVER ALL THE STOCKHOLDERS SHALL MEET IN THE WRITTEN CERTIFICATE OF THE OFFICER OR OFFICERS CALLING ANY SPECIAL MEETING SETTING FORTH THE SUBSTANCE OF THE NOTICE, AND THE TIME AND PLACE OF THE MAILING OF THE SAME TO THE SEVERAL STOCKHOLDERS, AND THE RESPECTIVE ADDRESSES TO WHICH THE SAME WERE MAILED, SHALL BE PRIMA FACIE EVIDENCE OF THE MANNER AND FACT OF THE CALLING AND GIVING SUCH NOTICE. IF THE ADDRESS OF ANY STOCKHOLDER DOES NOT APPEAR UPON THE BOOKS OF THE CORPORATION, IT WILL BE SUFFICIENT TO ADDRESS ANY NOTICE TO SUCH STOCKHOLDER TO CORPORATIONS OFFICE. SECTION 3. ALL BUSINESS LAWFUL TO BE TRANSACTED BY THE STOCKHOLDERS OF THE CORPORATION MAY BE TRANSACTED AT ANY SPECIAL MEETING OR AT ANY ADJOURNMENT THEREOF. ONLY SUCH BUSINESS,HOWEVER, SHALL BE ACTED UPON AT SPECIAL MEETING OF THE STOCKHOLDERS AS SHALL HAVE BEEN REFERRED TO IN THE NOTICE CALLING SUCH MEETINGS, BUT ANY STOCKHOLDERS' MEETING AT WHICH ALL OF THE OUTSTANDING CAPITAL STOCK OF THE CORPORATION IS REPRESENTED, EITHER IN PERSON OR BY PROXY, ANY LAWFUL BUSINESS MAY BE TRANSACTED, AND SUCH MEETING SHALL BE VALID FOR ALL PURPOSES. SECTION 4. AT ALL STOCKHOLDERS' MEETINGS, THE HOLDERS OF A PERCENT OF: (50%) IN AMOUNT OF THE ENTIRE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE CORPORATION SHALL CONSTITUTE A QUORUM FOR ALL THE PURPOSES OF SUCH MEETINGS. IF THE HOLDERS OF THE AMOUNT OF STOCK NECESSARY TO CONSTITUTE A QUORUM SHALL FAIL TO ATTEND, IN PERSON OR BY PROXY, AT THE TIME AND PLACE FIXED BY THESE BYLAWS FOR ANY ANNUAL MEETING, OR FIXED BY A NOTICE AS ABOVE PROVIDED FOR A SPECIAL MEETING, A MAJORITY IN INTEREST OF THE STOCKHOLDERS PRESENT IN PERSON OR BY PROXY MAY ADJOURN FROM TIME TO TIME WITHOUT NOTICE OTHER THAN BY ANNOUNCEMENT AT THE MEETING, UNTIL HOLDERS OF THE AMOUNT OF STOCK REQUISITE TO CONSTITUTE A QUORUM SHALL ATTEND. AT ANY SUCH ADJOURNED MEETING AT WHICH A QUORUM SHALL BE PRESENT, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AS ORIGINALLY CALLED. SECTION 5. AT EACH MEETING OF THE STOCKHOLDERS, EVERY STOCKHOLDER SHALL BE ENTITLED TO VOTE IN PERSON OR BY HIS OR HER DULY AUTHORIZED PROXY APPOINTED BY INSTRUMENT IN WRITING SUBSCRIBED BY SUCH STOCKHOLDER OR BY HIS OR HER DULY AUTHORIZED ATTORNEY. EACH STOCKHOLDER SHALL HAVE ONE (1) VOTE FOR EACH SHARE OF STOCK STANDING REGISTERED IN HIS OR HER OR ITS NAME ON THE BOOKS OF THE CORPORATION, TEN (10) DAYS PRECEDING THE DAY OF SUCH MEETING. THE VOTES FOR DIRECTORS, AND UPON DEMAND BY ANY STOCKHOLDER, THE VOTES UPON ANY QUESTION BEFORE THE MEETING, SHALL BE BY VIA VOICE. AT EACH MEETING OF THE STOCKHOLDERS, A FULL, TRUE AND COMPLETE LIST, IN ALPHABETICAL ORDER, OF ALL THE STOCKHOLDERS ENTITLED TO VOTE AT SUCH MEETING, AND INDICATING THE NUMBER OF SHARES HELD BY EACH, CERTIFIED BY THE SECRETARY OF THE CORPORATION, SHALL BE FURNISHED, WHICH LIST SHALL BE PREPARED AT LEAST TEN (10) DAYS BEFORE SUCH MEETING, AND SHALL BE OPEN TO THE INSPECTION OF THE STOCKHOLDERS, OR THEIR AGENTS OR PROXIES, AT THE PLACE WHERE SUCH MEETING IS TO BE HELD, AND FOR TEN (10) DAYS PRIOR THERETO. ONLY THE PERSONS IN WHOSE NAMES SHARES OF STOCK ARE REGISTERED ON THE BOOKS OF THE CORPORATION FOR TEN (10) DAYS PRECEDING THE DATE OF SUCH MEETING, AS EVIDENCED BY THE LIST OF STOCKHOLDERS SO FURNISHED, SHALL BE ENTITLED TO VOTE AT SUCH MEETING. PROXIES AND POWERS OF ATTORNEY TO VOTE MUST BE FILED WITH THE SECRETARY OF THE CORPORATION BEFORE AN ELECTION OR A MEETING OF THE STOCKHOLDERS, OR THEY CANNOT BE USED AT SUCH ELECTION OR MEETING. SECTION 6. AT EACH MEETING OF THE STOCKHOLDERS, THE POLLS SHALL BE OPENED AND CLOSED; THE PROXIES AND BALLOTS ISSUED, RECEIVED, AND TAKEN IN CHARGE OF, FOR THE PURPOSE OF THE MEETING, AND ALL QUESTIONS TOUCHING THE QUALIFICATIONS OF VOTERS AND THE VALIDITY OF PROXIES, AND THE ACCEPTANCE OR REJECTION OF VOTES, SHALL BE DECIDED BY TWO (2) INSPECTORS. SUCH INSPECTORS SHALL BE APPOINTED AT THE MEETING BY THE PRESIDING OFFICER OF THE MEETING. SECTION 7. AT THE STOCKHOLDERS MEETINGS, THE REGULAR ORDER OF BUSINESS SHALL BE AS FOLLOWS: 1. READING AND APPROVAL OF THE MINUTES OF PREVIOUS MEETING OR MEETINGS; 2. REPORTS OF THE BOARD OF DIRECTORS, THE PRESIDENT, TREASURER AND SECRETARY OF THE CORPORATION IN THE ORDER NAMED; 3. REPORTS OF COMMITTEES; 4. ELECTION OF DIRECTORS; 5. UNFINISHED BUSINESS; 6. NEW BUSINESS; 7. ADJOURNMENT. ARTICLE II DIRECTORS AND THEIR MEETINGS SECTION L. THE BOARD OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF PERSONS WHO SHALL BE CHOSEN BY THE STOCKHOLDERS ANNUALLY AT THE ANNUAL MEETING OF THE CORPORATION, AND WHO SHALL HOLD OFFICE FOR ONE (1) YEAR, AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFY. SECTION 2. WHEN ANY VACANCY OCCURS AMONG THE DIRECTORS BY DEATH, RESIGNATION, DISQUALIFICATION OR OTHER CAUSE, THE STOCKHOLDERS, AT ANY REGULAR OR SPECIAL MEETING, OR AT ANY ADJOURNED MEETING THEREOF, OR THE REMAINING DIRECTORS, BY THE AFFIRMATIVE VOTE OF A MAJORITY THEREOF, SHALL ELECT A SUCCESSOR TO HOLD OFFICE FOR THE UNEXPIRED PORTION OF THE TERM OF THE DIRECTOR WHOSE PLACE SHALL HAVE BECOME VACANT AND UNTIL HIS OR HER SUCCESSOR SHALL HAVE BEEN ELECTED AND SHALL QUALIFY. SECTION 3. MEETINGS OF THE DIRECTORS MAY BE HELD AT THE PRINCIPAL OFFICE OF THE CORPORATION IN THE STATE OF NEVADA, OR ELSEWHERE, AT SUCH PLACE OR PLACES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, DETERMINE. SECTION 4. WITHOUT NOTICE OR CALL, THE BOARD OF DIRECTORS SHALL HOLD ITS FIRST ANNUAL MEETING FOR THE YEAR IMMEDIATELY AFTER THE ANNUAL MEETING OF THE STOCKHOLDERS OR IMMEDIATELY AFTER THE ELECTION OF DIRECTORS AT SUCH ANNUAL MEETING. REGULAR MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD AT THE OFFICE OF THE CORPORATION IN THE CITY OF MIAMI, FLORIDA AT 9 AM. NOTICE OF SUCH REGULAR MEETINGS SHALL BE MAILED TO EACH DIRECTOR BY THE SECRETARY AT LEAST THREE (3) DAYS PREVIOUS TO THE DAY FIXED FOR SUCH MEETINGS, BUT NO REGULAR MEETING SHALL BE HELD VOID OR INVALID IF SUCH NOTICE IS NOT GIVEN, PROVIDED THE MEETING IS HELD at the TIME AND PLACE FIXED BY THESE BYLAWS FOR HOLDING SUCH REGULAR MEETINGS. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD ON THE CALL OF THE PRESIDENT OR SECRETARY ON AT LEAST ONE (1) DAYS NOTICE BY MAIL TO DIRECTORS RESIDENT IN THE STATE OF FLORIDA, AND ON AT LEAST THREE (3) DAYS NOTICE BY MAIL, OR THREE (3) DAYS NOTICE BY TELEGRAPH, TO DIRECTORS NOT RESIDENT IN SAID STATE. ANY MEETING OF THE BOARD, NO MATTER WHERE HELD, AT WHICH ALL OF THE MEMBERS SHALL BE PRESENT, EVEN THOUGH WITHOUT OR OF WHICH NOTICE SHALL HAVE BEEN WAIVED BY ALL ABSENTEES, PROVIDED A QUORUM SHALL BE PRESENT, SHALL BE VALID FOR ALL PURPOSES UNLESS OTHERWISE INDICATED IN THE NOTICE CALLING THE MEETING OR IN THE WAIVER OF NOTICE. ANY AND ALL BUSINESS MAY BE TRANSACTED BY ANY MEETING OF THE BOARD OF DIRECTORS, EITHER REGULAR OR SPECIAL. SECTION 5. A MAJORITY OF THE BOARD OF DIRECTORS IN OFFICE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS, BUT IF AT ANY MEETING OF THE BOARD THERE BE LESS THAN A QUORUM PRESENT, A MAJORITY OF THOSE PRESENT MAY ADJOURN FROM TIME TO TIME, UNTIL A QUORUM SHALL BE PRESENT, AND NO NOTICE OF SUCH ADJOURNMENT SHALL BE REQUIRED. THE BOARD OF DIRECTORS MAY PRESCRIBE RULES NOT IN CONFLICT WITH THESE BYLAWS FOR THE CONDUCT OF ITS BUSINESS; PROVIDED, HOWEVER, THAT IN THE FIXING OF SALARIES OF THE OFFICERS OF THE CORPORATION, THE UNANIMOUS ACTION OF ALL OF THE DIRECTORS SHALL BE REQUIRED. SECTION 6. A DIRECTOR NEED NOT BE A STOCKHOLDER OF THE CORPORATION. SECTION 7. THE DIRECTORS SHALL BE ALLOWED AND PAID ALL NECESSARY EXPENSES INCURRED IN ATTENDING ANY MEETING OF THE BOARD, BUT SHALL NOT RECEIVE ANY CASH COMPENSATION FOR THEIR SERVICES AS DIRECTORS UNTIL SUCH TIME AS THE CORPORATION IS PROFITABLE. DIRECTORS WILL BE PAID IN STOCK OPTIONS, THE AMOUNT OF SHARES AND PRICE WILL BE DETERMINED BY A MAJORITY OF THE BOARD. CASH COMPENSATION CAN BE APPROVED BY MAJORITY OF THE BOARD, AFTER THE FIRST PROFITABLE QUARTER IS REPORTED. SECTION 8. THE BOARD OF DIRECTORS SHALL MAKE A REPORT TO THE STOCKHOLDERS AT ANNUAL MEETINGS OF THE STOCKHOLDERS OF THE CONDITION OF THE CORPORATION, AND SHALL, ON REQUEST, FURNISH EACH OF THE STOCKHOLDERS WITH A TRUE COPY THEREOF. THE BOARD OF DIRECTORS, IN ITS DISCRETION, MAY SUBMIT ANY CONTRACT OR ACT FOR APPROVAL OR RATIFICATION AT ANY ANNUAL MEETING OF THE STOCKHOLDERS CALLED FOR THE PURPOSE OF CONSIDERING ANY SUCH CONTRACT OR ACT, WHICH, IF APPROVED OR RATIFIED BY THE VOTE OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK REPRESENTED IN PERSON OR BY PROXY AT SUCH MEETING, PROVIDED THAT A LAWFUL QUORUM OF STOCKHOLDERS BE THERE REPRESENTED IN PERSON OR BY PROXY, SHALL BE VALID AND BINDING UPON THE CORPORATION AND UPON ALL THE STOCKHOLDERS THEREOF, AS IF IT HAD BEEN APPROVED OR RATIFIED BY EVERY STOCKHOLDER OF THE CORPORATION. SECTION 9. THE BOARD OF DIRECTORS MAY, BY RESOLUTION PASSED BY A MAJORITY OF THE WHOLE BOARD, DESIGNATE AN EXECUTIVE COMMITTEE. THIS COMMITTEE SHALL CONSIST OF TWO (2) OR MORE MEMBERS BESIDES THE CEO OR PRESIDENT, WHO BY VIRTUE OF HIS OR HER OFFICE, SHALL BE A MEMBER AND THE CHAIRMAN THEREOF. THE COMMITTEE SHALL IN THE INTERIM BETWEEN THE MEETINGS OF THE BOARD, EXERCISE ALL POWERS OF THAT BODY IN ACCORDANCE WITH THE GENERAL POLICY OF THE CORPORATION AND UNDER THE DIRECTION OF THE BOARD OF DIRECTORS. IT SHALL ALSO ATTEND TO AND SUPERVISE ALL THE FINANCIAL OPERATIONS OF THE CORPORATION, AND SHALL EXAMINE AND AUDIT ALL THE CORPORATION'S ACCOUNTS AT THE CLOSE OF EACH FISCAL YEAR, AND AT SUCH OTHER TIMES AS IT MAY DEEM NECESSARY. THE SECRETARY SHALL BE THE SECRETARY OF THE COMMITTEE AND SHALL ATTEND ITS MEETINGS, AND ITS MEETINGS SHALL BE HELD ON THE CALL OF THE CEO OR PRESIDENT. ALL MEMBERS OF THE COMMITTEE MUST BE GIVEN AT LEAST TWO (2) DAYS NOTICE OF MEETINGS EITHER BY MAIL OR TELEGRAPH OR BY PERSONAL COMMUNICATION, EITHER BY TELEPHONE OR OTHERWISE. A MAJORITY OF THE MEMBERS OF THE COMMITTEE SHALL CONSTITUTE A QUORUM. THE COMMITTEE SHALL KEEP DUE RECORDS OF ALL MEETINGS AND ACTIONS OF THE COMMITTEE, AND SUCH RECORDS SHALL AT ALL TIMES BE OPEN TO THE INSPECTION OF ANY DIRECTOR. SECTION 10. THE BOARD OF DIRECTORS IS VESTED WITH THE COMPLETE AND UNRESTRAINED AUTHORITY IN THE MANAGEMENT OF ALL THE AFFAIRS OF THE CORPORATION, AND IS AUTHORIZED TO EXERCISE FOR SUCH PURPOSE AS THE GENERAL AGENT OF THE CORPORATION, ITS ENTIRE CORPORATE AUTHORITY. SECTION 11. THE REGULAR ORDER OF BUSINESS AT MEETINGS OF THE BOARD OF DIRECTORS SHALL BE AS FOLLOWS: 1. READING AND APPROVAL OF THE MINUTES OF ANY PREVIOUS MEETING OR MEETINGS; 2. REPORTS OF OFFICERS AND COMMITTEE PERSONS; 3. ELECTION OF OFFICERS; 4. UNFINISHED BUSINESS; 5. NEW BUSINESS; 6. ADJOURNMENT. ARTICLE III OFFICERS AND THEIR DUTIES SECTION 1. THE BOARD OF DIRECTORS, AT ITS FIRST MEETING AFTER THE ANNUAL MEETING OF STOCKHOLDERS, SHALL ELECT A C.E.O., PRESIDENT, C.O.O., A SECRETARY AND A TREASURER, TO HOLD OFFICE FOR ONE (1) YEAR NEXT COMING, AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFY. THE C.E.O.,PRESIDENT AND C.O.O. SHALL BE MEMBERS OF THE BOARD OF DIRECTORS. THE TREASURER AND SECRETARY NEED NOT BE DIRECTORS; THE OFFICES OF THE SECRETARY AND TREASURER MAY BE HELD BY ONE (1) PERSON. ANY VACANCY IN ANY OF SAID OFFICES MAY BE FILLED BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, BY RESOLUTION, APPOINT SUCH ADDITIONAL VICE PRESIDENTS AND ADDITIONAL ASSISTANT SECRETARIES, ASSISTANT TREASURERS AND TRANSFER AGENTS IT MAY DEEM ADVISABLE; PRESCRIBE THEIR DUTIES, AND FIX THEIR COMPENSATION, AND ALL SUCH APPOINTED OFFICERS SHALL BE SUBJECT TO REMOVAL AT ANY TIME BY THE BOARD OF DIRECTORS. ALL OFFICERS, AGENTS AND FACTORS SHALL BE CHOSEN AND APPOINTED IN SUCH MANNER AND SHALL HOLD THEIR OFFICE FOR SUCH TERMS AS THE BOARD OF DIRECTORS MAY BY RESOLUTION PRESCRIBE. SECTION 2. THE C.E.O. SHALL BE THE EXECUTIVE OFFICER OF THE CORPORATION AND SHALL HAVE THE SUPERVISION AND, SUBJECT TO THE CONTROL OF THE BOARD OF DIRECTORS, THE DIRECTION OF THE CORPORATION'S AFFAIRS, WITH FULL POWER TO EXECUTE ALL RESOLUTIONS AND ORDERS OF THE BOARD OF DIRECTORS NOT ESPECIALLY ENTRUSTED TO SOME OTHER OFFICER OF THE CORPORATION. THE C.E.O. SHALL BE A MEMBER OF THE EXECUTIVE COMMITTEE, AND THE CHAIRMAN THEREOF; HE OR SHE SHALL PRESIDE AT ALL MEETINGS OF THE BOARD OF DIRECTORS, AND AT ALL MEETINGS OF THE STOCKHOLDERS, AND SHALL SIGN THE CERTIFICATES OF STOCK ISSUED BY THE CORPORATION, AND SHALL PERFORM SUCH OTHER DUTIES AS SHALL BE PRESCRIBED BY THE BOARD OF DIRECTORS. SECTION 3. THE C.O.O. SHALL BE VESTED WITH ALL THE POWERS AND PERFORM ALL THE DUTIES IN THE ABSENCE OR INABILITY TO ACT OF THE C.E.O. OR PRESIDENT, INCLUDING THE SIGNING OF CERTIFICATES OF STOCK ISSUED BY THE CORPORATION, AND HE OR SHE SHALL SO PERFORM SUCH OTHER DUTIES AS SHALL BE PRESCRIBED BY THE BOARD OF DIRECTORS. SECTION 4. THE TREASURER SHALL HAVE THE CUSTODY OF ALL THE FUNDS AND SECURITIES OF THE CORPORATION. WHEN NECESSARY OR PROPER, HE OR SHE SHALL ENDORSE ON BEHALF OF THE CORPORATION FOR COLLECTION CHECKS, NOTES, AND OTHER OBLIGATIONS; HE OR SHE SHALL JOINTLY WITH SUCH OTHER OFFICER AS SHALL BE DESIGNATED BY THESE BYLAWS, SIGN ALL CHECKS MADE BY THE CORPORATION, AND SHALL PAY OUT AND DISPOSE OF THE SAME UNDER THE DIRECTION OF THE BOARD OF DIRECTORS. THE TREASURER SHALL SIGN WITH THE C.E.O. OR PRESIDENT ALL BILLS OF EXCHANGE AND PROMISSORY NOTES OF THE CORPORATION; HE OR SHE SHALL ALSO HAVE THE CARE AND CUSTODY OF THE STOCKS, BONDS, CERTIFICATES, VOUCHERS, EVIDENCE OF DEBTS, SECURITIES, AND SUCH OTHER PROPERTY BELONGING TO THE CORPORATION AS THE BOARD OF DIRECTORS SHALL DESIGNATE; HE OR SHE SHALL SIGN ALL PAPERS REQUIRED BY LAW OR BY THESE BYLAWS OR THE BOARD OF DIRECTORS TO BE SIGNED BY THE TREASURER. WHENEVER REQUIRED BY THE BOARD OF DIRECTORS, THE TREASURER SHALL RENDER A STATEMENT OF THE CORPORATIONS' CASH ACCOUNT; HE OR SHE SHALL ENTER REGULARLY IN THE BOOKS OF THE CORPORATION TO BE KEPT BY HIM OR HER FOR THE PURPOSE, FULL AND ACCURATE ACCOUNTS OF ALL MONIES RECEIVED AND PAID BY HIM OR HER ON ACCOUNT OF THE CORPORATION. THE TREASURER SHALL AT ALL REASONABLE TIMES EXHIBIT THE BOOKS OF ACCOUNT TO ANY DIRECTOR OF THE CORPORATION DURING BUSINESS HOURS, AND SHALL PERFORM ALL ACTS INCIDENT TO THE POSITION OF TREASURER SUBJECT TO THE CONTROL OF THE BOARD OF DIRECTORS. THE TREASURER SHALL, IF REQUIRED BY THE BOARD OF DIRECTORS, GIVE BOND TO THE CORPORATION CONDITIONED FOR THE FAITHFUL PERFORMANCE OF ALL HIS OR HER DUTIES AS TREASURER IN SUCH SUM, AND WITH SUCH SECURITY AS SHALL BE APPROVED BY THE BOARD OF DIRECTORS, THE EXPENSE OF SUCH BOND TO BE BORNE BY THE CORPORATION. SECTION 5. THE BOARD OF DIRECTORS MAY APPOINT AN ASSISTANT TREASURER WHO SHALL HAVE SUCH POWERS AND PERFORM SUCH DUTIES AS MAY BE PRESCRIBED BY THE TREASURER OF THE CORPORATION OR BY THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS SHALL REQUIRE THE ASSISTANT TREASURER TO GIVE A BOND TO THE CORPORATION IN SUCH SUM AND WITH SUCH SECURITY AS IT SHALL APPROVE, AND CONDITIONED FOR THE FAITHFUL PERFORMANCE OF HIS OR HER DUTIES AS ASSISTANT TREASURER, THE EXPENSE OF SUCH BOND TO BE BORNE BY THE CORPORATION. SECTION 6. THE SECRETARY SHALL KEEP MINUTES OF ALL MEETINGS OF THE BOARD OF DIRECTORS AND THE MINUTES OF ALL MEETINGS OF THE STOCKHOLDERS AND OF THE EXECUTIVE COMMITTEE IN BOOKS PROVIDED FOR THAT PURPOSE. THE SECRETARY SHALL ATTEND TO THE GIVING AND SERVING OF ALL NOTICES OF THE CORPORATION; HE OR SHE MAY SIGN WITH THE C.E.O. OR PRESIDENT OR C.O.O. IN THE NAME OF THE CORPORATION, ALL CONTRACTS AUTHORIZED BY THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE; HE OR SHE SHALL HAVE THE CUSTODY OF THE CORPORATE SEAL OF THE CORPORATION; HE OR SHE SHALL AFFIX THE CORPORATE SEAL TO ALL CERTIFICATES OF STOCK DULY ISSUED BY THE CORPORATION; HE OR SHE SHALL HAVE CHARGE OF THE STOCK CERTIFICATE BOOKS, TRANSFER BOOKS AND STOCK LEDGERS, AND SUCH OTHER BOOKS AND PAPERS AS THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE MAY DIRECT, ALL OF WHICH SHALL AT ALL REASONABLE TIMES BE OPEN TO THE EXAMINATION OF ANY DIRECTOR UPON APPLICATION AT THE OFFICE OF THE CORPORATION DURING NORMAL BUSINESS HOUR; AND HER OR SHE SHALL, IN GENERAL, PERFORM ALL THE DUTIES INCIDENT TO THE OFFICE OF SECRETARY. SECTION 7. THE BOARD OF DIRECTORS MAY APPOINT AN ASSISTANT SECRETARY WHO SHALL HAVE SUCH POWERS AND PERFORM SUCH DUTIES AS MAY BE PRESCRIBED BY THE SECRETARY OR BY THE BOARD OF DIRECTORS. SECTION 8. UNLESS OTHERWISE ORDERED BY THE BOARD OF DIRECTORS, THE C.E.O. SHALL HAVE FULL POWER AND AUTHORITY IN BEHALF OF THE CORPORATION TO ATTEND AND TO ACT AND TO VOTE AT ANY MEETINGS OF THE STOCKHOLDERS OF ANY CORPORATION IN WHICH THE CORPORATION MAY HOLD STOCK, AND AT ANY SUCH MEETINGS, SHALL POSSESS AND MAY EXERCISE ANY AND ALL RIGHTS AND POWERS INCIDENT TO THE OWNERSHIP OF SUCH STOCK, AND WHICH AS THE NEW OWNER THEREOF, THE CORPORATION MIGHT HAVE THE POSSESSED AND EXERCISED IF PRESENT. THE BOARD OF DIRECTORS, BY RESOLUTION, FROM TIME TO TIME, MAY CONFER LIKE POWERS ON ANY PERSON OR PERSONS IN PLACE OF THE C.E.O. TO REPRESENT THE CORPORATION FOR THE PURPOSES IN THIS SECTION MENTIONED. ARTICLE IV CAPITAL STOCK SECTION 1. THE CAPITAL STOCK OF THE CORPORATION SHALL BE ISSUED IN SUCH MANNER AND AT SUCH TIMES AND UPON SUCH CONDITIONS AS SHALL BE PRESCRIBED BY THE BOARD OF DIRECTORS. SECTION 2. OWNERSHIP OF STOCK IN THE CORPORATION SHALL BE EVIDENCED BY CERTIFICATES OF STOCK IN SUCH FORMS AS SHALL BE PRESCRIBED BY THE BOARD OF DIRECTORS, AND SHALL BE UNDER THE SEAL OF THE CORPORATION AND SIGNED BY THE C.E.O. OR PRESIDENT AND ALSO BY THE SECRETARY OR AN ASSISTANT SECRETARY. ALL CERTIFICATES SHALL BE CONSECUTIVELY NUMBERED; THE NAME OF THE PERSON OWNING THE SHARES REPRESENTED THEREBY WITH THE NUMBER OF SUCH SHARES AND THE DATE OF ISSUE SHALL BE ENTERED ON THE CORPORATIONS BOOKS. NO CERTIFICATES SHALL BE VALID UNLESS IT IS SIGNED BY THE C.E.O. OR PRESIDENT AND BY THE SECRETARY OR ASSISTANT SECRETARY. ALL CERTIFICATES SURRENDERED TO THE CORPORATION SHALL BE CANCELED AND NO NEW CERTIFICATE SHALL BE ISSUED UNTIL THE FORMER CERTIFICATE FOR THE SAME NUMBER OF SHARES SHALL HAVE BEEN SURRENDERED OR CANCELED. SECTION 3. NO TRANSFER OF STOCK SHALL BE VALID AS AGAINST THE CORPORATION EXCEPT ON SURRENDER AND CANCELLATION OF THE CERTIFICATE THEREFORE, MADE EITHER IN PERSON OR UNDER ASSIGNMENT, A NEW CERTIFICATE SHALL BE ISSUED THEREFORE. WHENEVER ANY TRANSFER SHALL BE EXPRESSED AS MADE FOR COLLATERAL SECURITY AND NOT ABSOLUTELY, THE SAME SHALL BE SO EXPRESSED IN THE ENTRY OF SAID TRANSFER ON THE BOOKS OF THE CORPORATION. SECTION 4. THE BOARD OF DIRECTORS SHALL HAVE POWER AND AUTHORITY TO MAKE ALL SUCH RULES AND REGULATIONS NOT INCONSISTENT HEREWITH AS IT MAY DEEM EXPEDIENT CONCERNING THE ISSUE, TRANSFER AND REGISTRATION OF CERTIFICATES FOR SHARES OF THE CAPITAL STOCK OF THE CORPORATION. THE BOARD OF DIRECTORS MAY APPOINT A TRANSFER AGENT AND A REGISTRAR OF TRANSFERS AND MAY REQUIRE ALL STOCK CERTIFICATES TO BEAR THE SIGNATURE OF EACH TRANSFER AGENT AND SUCH REGISTRAR OF TRANSFER. SECTION 5. THE STOCK TRANSFER BOOKS SHALL BE CLOSED FOR ALL MEETINGS OF THE STOCKHOLDERS FOR A PERIOD OF TEN (10) DAYS PRIOR TO SUCH MEETINGS AND SHALL BE CLOSED FOR THE PAYMENT OF DIVIDENDS DURING SUCH PERIODS AS FROM TIME TO TIME MAY BE FIXED BY THE BOARD OF DIRECTORS, AND DURING SUCH PERIODS NO STOCK SHALL BE TRANSFERABLE. SECTION 6. ANY PERSON OR PERSONS APPLYING FOR A CERTIFICATE OF STOCK IN LIEU OF ONE ALLEGED TO HAVE BEEN LOST OR DESTROYED, SHALL MAKE AFFIDAVIT OR AFFIRMATION OF THE FACT, AND SHALL DEPOSIT WITH THE CORPORATION AN AFFIDAVIT. WHEREUPON, AT THE END OF SIX (6) MONTHS AFTER THE DEPOSITS OF SAID AFFIDAVIT AND UPON SUCH PERSON OR PERSONS GIVING BOND OF INDEMNITY TO THE CORPORATION WITH SURETY TO BE APPROVED BY THE BOARD OF DIRECTORS IN DOUBLE THE CURRENT VALUE OF THE STOCK AGAINST ANY DAMAGE, LOSS OR INCONVENIENCE TO THE CORPORATION, WHICH MAY OR CAN ARISE IN CONSEQUENCE OF A NEW OR DUPLICATE CERTIFICATE BEING ISSUED IN LIEU OF THE ONE LOST OR MISSING, THE BOARD OF DIRECTORS MAY CAUSE TO BE ISSUED TO SUCH PERSONS OR PERSON A NEW CERTIFICATE, OR A DUPLICATE OF THE CERTIFICATE SO LOST OR DESTROYED. THE BOARD OF DIRECTORS MAY, IN ITS DISCRETION, REFUSE TO ISSUE SUCH NEW OR DUPLICATE CERTIFICATES SAVE UPON THE ORDER OF SOME COURT HAVING JURISDICTION IN SUCH MATTER, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING. ARTICLE V OFFICES AND BOOKS SECTION L. THE PRINCIPAL OFFICE OF THE CORPORATION IN FLORIDA SHALL BE AT MIAMI FLORIDA, AND THE CORPORATION MAY HAVE A PRINCIPAL OFFICE IN ANY OTHER STATE OR TERRITORY AS THE BOARD OF DIRECTORS MAY DESIGNATE. A COPY OF THE BYLAWS, DUPLICATE STOCK LEDGER, AND ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE KEPT AT ITS PRINCIPAL OFFICE IN THE STATE OF NEVADA, AND SHALL BE SUBJECT TO THE INSPECTION OF ANY OF THE STOCKHOLDERS. ARTICLE VI MISCELLANEOUS SECTION 1. THE BOARD OF DIRECTORS SHALL HAVE POWER TO RESERVE OVER AND ABOVE THE CAPITAL STOCK PAID IN, SUCH AN AMOUNT, IN ITS DISCRETION, AS IT MAY DEEM ADVISABLE TO FIX AS A RESERVE FUND, AND MAY, FROM TIME TO TIME, DECLARE DIVIDENDS FROM THE ACCUMULATED PROFITS OF THE CORPORATION IN EXCESS OF THE AMOUNTS SO RESERVED, AND PAY THE SAME TO THE STOCKHOLDERS OF THE CORPORATION, AND MAY ALSO, IF IT DEEMS THE SAME ADVISABLE, DECLARE STOCK DIVIDENDS OF THE UNISSUED CAPITAL STOCK. SECTION 2. NO AGREEMENT, CONTRACT OR OBLIGATION (OTHER THAN CHECKS IN PAYMENT OF INDEBTEDNESS INCURRED BY THE AUTHORITY OF THE BOARD OF DIRECTORS) INVOLVING THE PAYMENT OF MONEY OR THE CREDIT OF THE CORPORATION FOR MORE THAN DOLLARS, SHALL BE MADE WITHOUT THE AUTHORITY OF THE BOARD OF DIRECTORS, OR OF THE EXECUTIVE COMMITTEE ACTING AS SUCH. SECTION 3. UNLESS OTHERWISE ORDERED BY THE BOARD OF DIRECTORS, ALL AGREEMENTS AND CONTRACTS SHALL BE SIGNED BY THE C.E.O. OR PRESIDENT AND THE SECRETARY IN THE NAME AND ON BEHALF OF THE CORPORATION, AND SHALL HAVE THE CORPORATE SEAL THERETO ATTACHED. SECTION 4. ALL MONIES OF THE CORPORATION SHALL BE DEPOSITED WHEN AND AS RECEIVED BY THE TREASURER IN SUCH BANK OR BANKS OR OTHER DEPOSITORY AS MAY FROM TIME TO TIME BE DESIGNATED BY THE BOARD OF DIRECTORS, AND SUCH DEPOSITS SHALL BE MADE IN THE NAME OF THE CORPORATION. SECTION 5. NO NOTE, DRAFT, ACCEPTANCE, ENDORSEMENT OR OTHER EVIDENCE OF INDEBTEDNESS SHALL BE VALID OR AGAINST THE CORPORATION UNLESS THE SAME SHALL BE SIGNED BY THE C.E.O. OR PRESIDENT, AND ATTESTED BY THE SECRETARY OR AN ASSISTANT SECRETARY, OR SIGNED BY THE TREASURER OR AN ASSISTANT TREASURER, AND COUNTERSIGNED BY THE C.E.O. OR PRESIDENT; TREASURER OR AN ASSISTANT TREASURER MAY, WITHOUT COUNTERSIGNATURE, SIGN PAYROLL CHECKS AND MAKE ENDORSEMENTS FOR DEPOSIT TO THE CREDIT OF THE CORPORATION IN ALL ITS DULY AUTHORIZED DEPOSITORIES. SECTION 6. NO LOAN OR ADVANCE OF MONEY SHALL BE MADE BY THE CORPORATION TO ANY STOCKHOLDER OR OFFICER THEREIN, UNLESS THE BOARD OF DIRECTORS SHALL OTHERWISE AUTHORIZE. SECTION 7. NO DIRECTOR NOR EXECUTIVE OFFICER SHALL BE ENTITLED TO ANY SALARY OR COMPENSATION FOR ANY SERVICES PERFORMED FOR THE CORPORATION, UNLESS SUCH SALARY OR COMPENSATION SHALL BE FIXED BY RESOLUTION OF THE BOARD OF DIRECTORS, ADOPTED BY THE UNANIMOUS VOTE OF ALL OF THE DIRECTORS VOTING IN FAVOR THEREOF. SECTION 8. THE CORPORATION MAY TAKE, ACQUIRE, HOLD, MORTGAGE, SELL, OR OTHERWISE DEAL IN STOCKS OR BONDS OR SECURITIES OF ANY OTHER CORPORATION, IF AND AS OFTEN AS THE BOARD OF DIRECTORS SHALL ELECT. SECTION 9. THE DIRECTORS SHALL HAVE POWER TO AUTHORIZE AND CAUSE TO BE EXECUTED, MORTGAGES AND LIENS WITHOUT LIMIT AS TO AMOUNT UPON THE PROPERTY AND FRANCHISE OF THIS CORPORATION, AND PURSUANT TO THE AFFIRMATIVE VOTE, EITHER IN PERSON OR BY PROXY, OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK ISSUED AND OUTSTANDING; THE DIRECTORS SHALL HAVE AUTHORITY TO DISPOSE IN ANY MANNER OF THE WHOLE PROPERTY OF THIS CORPORATION. SECTION 10. THE CORPORATION SHALL HAVE A CORPORATE SEAL, THE DESIGN THEREOF BEING AS FOLLOWS: ARTICLE VII AMENDMENT OF BYLAWS AMENDMENTS AND CHANGES OF THESE BYLAWS MAY BE MADE AT ANY REGULAR OR SPECIAL MEETING OF THE BOARD OF DIRECTORS BY A VOTE OF NOT LESS THAN ALL OF THE ENTIRE BOARD, OR MAY BE MADE BY A VOTE OF, OR A CONSENT IN WRITING SIGNED BY, THE HOLDERS OF THE ISSUED AND OUTSTANDING CAPITAL STOCK. NEVADA BYLAWS CERTIFICATE OF ADOPTION OF BYLAWS ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S). THE UNDERSIGNED PERSON(S) APPOINTED IN THE ARTICLES INCORPORATION TO ACT AS THE INCORPORATOR(S) OR INITIAL DIRECTOR(S) THE ABOVE-NAMED CORPORATION HEREBY ADOPT THE SAME AS THE BYLAWS SAID CORPORATION. EXECUTED THIS DAY, [GRAPHIC OMITED] OF [GRAPHIC OMITED] .. INCORPORATOR OR INITIAL DIRECTOR THIS IS TO CERTIFY: THAT I AM THE DULY ELECTED, QUALIFIED AND ACTING SECRETARY OF THE ABOVE-NAMED CORPORATION; THAT THE FOREGOING BYLAWS WERE ADOPTED AS THE BYLAWS OF SAID CORPORATION ON THE DATE SET FORTH ABOVE BY THE PERSON(S) APPOINTED IN THE ARTICLES OF INCORPORATION TO ACT AS THE INCORPORATOR(S) OR INITIAL DIRECTOR(S) OF SAID CORPORATION. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE CORPORATE SEAL THIS DAY, [GRAPHIC OMITED] SECRETARY (SEAL) CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE. THIS IS TO CERTIFY: THAT I AM THE DULY ELECTED, QUALIFIED AND ACTING SECRETARY OF THE ABOVE-NAMED CORPORATION AND THAT THE ABOVE AND FOREGOING CODE OF BYLAWS WAS SUBMITTED TO THE SHAREHOLDERS AT THEIR FIRST MEETING HELD ON THE DATE SET FORTH IN THE BYLAWS AND RECORDED IN THE MINUTES THEREOF, WAS RATIFIED BY THE VOTE OF SHAREHOLDERS ENTITLED TO EXERCISE THE MAJORITY OF THE VOTING POWER OF SAID CORPORATION. [GRAPHIC OMITED] IN WITNESS WHEREOF, I have hereunto set /s/ David Scott - ------------------------------ David Scott EX-5 6 doc5.txt OPINION AND CONSENT OF COUNSEL Exhibit 5 and 23(i) STEVEN I WEINBERGER, P.A. 2800 SOUTH OCEAN BLVD. SUITE 19L BOCA RATON, FL 33432 January 16, 2003 Invicta Group Inc. 9553 Harding Avenue Miami Beach, FL 33154 RE: REGISTRATION STATEMENT ON FORM SB-2 (THE "REGISTRATION STATEMENT") INVICTA GROUP INC. (THE "COMPANY") Gentlemen: This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission ("Commission") with respect to the registration by the Company of an aggregate of 20,182,200 shares of Common Stock, $.001 par value per share, consisting of (a) 12,000,000 shares to be offered by the Company (the "Original Issue Shares") and (b) 8,182,200 shares to be offered for resale by certain selling security holders (the "Resale Shares" and together with the Original Issue Shares, the "Shares"). The Shares are covered by the Registration Statement. In our capacity as counsel to the Company, we have examined the original, certified, conformed, photostat or other copies of the Company's Articles of Incorporation and By-Laws, and various other agreements, corporate records provided to us by the Company and such other documents and instruments as we deemed necessary. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. Subject to and in reliance upon the foregoing, we are of the opinion that, under the laws of the jurisdiction of organization of the Company, (i) the Resale Shares have been validly issued and are fully paid and non-assessable and (ii) the Original Issue Shares, when issued in accordance with the terms thereof and the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion in the Registration Statement on Form SB-2 to be filed with the Commission. Very truly yours, /s/ STEVEN I. WEINBERGER, P.A. ------------------------------ STEVEN I. WEINBERGER, P.A. EX-10.1 7 doc6.txt 2002 EQUITY COMPENSATION PLAN INVICTA GROUP INC. 2002 EQUITY COMPENSATION PLAN The purpose of the INVICTA GROUP INC. 2002 Equity Compensation Plan (the "Plan") is to provide (i) designated employees of Invicta Group Inc. (the "Company") and its subsidiaries, (ii) certain Key Advisors (as defined in Section 4(a)) who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock options and restricted stock. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, and will align the economic interests of the participants with those of the shareholders. 1. Administration ---------------- (a) Committee. The Plan shall be administered and interpreted by the --------- Board of Directors or a committee appointed by the Board (the Board of Directors in such capacity or any committee appointed by the Board of Directors is referred to hereafter as the "Committee"). The Committee as appointed by the Board shall consist of two or more persons appointed by the Board, all of whom may or may not be "outside directors" as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and related Treasury regulations and may be "non-employee directors" as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) Committee Authority. The Committee shall have the sole authority ------------------- to (i) determine the individuals to whom grants shall be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability and (iv) deal with any other matters arising under the Plan. (c) Committee Determinations. The Committee shall have full power and ------------------------ authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee's interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. 2. Grants. Awards under the Plan may consist of grants of -------- incentive stock options as described in Section 5 ("Incentive Stock Options"), nonqualified stock options as described in Section 5 ("Nonqualified Stock Options" and, together with Incentive Stock Options, "Options"), and restricted stock as described in Section 6 ("Restricted Stock") (hereinafter collectively referred to as "Grants"). All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument (the "Grant Instrument") or an amendment to the Grant Instrument. In the event there is an inconsistency between the terms of the Grant Instrument and the terms of the Plan, the terms of the Grant Instrument shall govern. The Committee shall approve the form and provisions of each Grant Instrument. Grants under a particular Section of the Plan need not be uniform as among the grantees. 3. Shares Subject to the Plan -------------------------- (a) Shares Authorized. Subject to the adjustment specified below, the ----------------- aggregate number of shares of common stock of the Company ("Company Stock") that may be issued or transferred under the Plan is 5,000,000 shares. The maximum aggregate number of shares of Company Stock that shall be subject to Grants made under the Plan to any individual during any calendar year shall be as determined by the Committee ("Award Limit"). The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any shares of Restricted Stock are forfeited, the shares subject to such Grants shall again be available for purposes of the Plan. However, to the extent Section 162(m) of the Code requires, such shares continue to be counted against the Award Limit. (b) Adjustments. If there is any change in the number or kind of ----------- shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and the price per share or the applicable market value of such Grants shall be appropriately adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive. With respect to Options which are granted to participants, the compensation of whom could be subject to limitation under Section 162(m) of the Code and which are intended to qualify as performance-based compensation under Section 162(m)(4)(C), no adjustment or action described in this Section 3(b) or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the option to fail to qualify under Section 162(m)(4)(C), or any successor provisions thereto. Furthermore, no adjustment or action shall be authorized to the extent the adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option or other award is not to comply with such exemptive conditions. The number of shares of Company Stock subject to any Option shall always be rounded to the next whole number. 4. Eligibility for Participation Eligibility for Participation. ----------------------------- ----------------------------- (a) Eligible Persons. All employees of the Company and its ---------------- subsidiaries ("Employees"), including Employees who are officers or members of the Board, and members of the Board who are not Employees ("Non-Employee Directors") shall be eligible to participate in the Plan. Key advisors and consultants who perform services to the Company or any of its subsidiaries ("Key Advisors") shall be eligible to participate in the Plan if the Key Advisors render bona fide services and such services are not in connection with the offer or sale of securities in a capital-raising transaction. (b) Selection of Grantees. The Committee shall select the Employees, --------------------- Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines. Employees, Key Advisors and Non-Employee Directors who receive Grants under this Plan shall hereinafter be referred to as "Grantees." 5. Granting of Options The following terms ------------------- shall apply to the grant of Options, unless otherwise specified in the Grant Instrument: (a) Number of Shares. The Committee shall determine the number of ---------------- shares of Company Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors and Key Advisors. (b) Type of Option and Price. ------------------------ (i) The Committee may grant Incentive Stock Options that are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code or Nonqualified Stock Options that are not intended to so qualify or any combination of Incentive Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and Key Advisors. (ii) The purchase price (the "Exercise Price") of Company Stock subject to an Option shall be determined by the Committee and may be equal to, greater than, or less than the Fair Market Value (as defined below) of a share of Company Stock on the date the Option is granted, provided, however, that (A) the Exercise Price of an Incentive Stock Option shall be equal to, or greater than, the Fair Market Value of a share of Company Stock on the date the Incentive Stock Option is granted; (B) an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company, unless the Exercise Price per share is not less than 110% of the Fair Market Value of Company Stock on the date of grant; (C) in the case of an option intended to qualify as performance based compensation (as described in Section 162(m)(4)(c) of the Code), the Exercise Price shall not be less than 100% of the Fair Market Value of Company Stock on the date of grant; and (D) in the case of Nonqualified Stock Options granted to non-employee directors, the Exercise Price shall equal 100% of the Fair Market Value of Company Stock on the date of grant. (iii) If the Company Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the Company Stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or (y) if the Company Stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Company Stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. If the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or "bid" or "asked" quotations as set forth above, the Fair Market Value per share shall be as determined by the Committee. (c) Option Term. The Committee shall determine the term of each Option. ----------- The term of any Option shall not exceed ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the date of grant. (d) Vesting and Exercisability of Options. Options shall vest and ------------------------------------- become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument or an amendment to the Grant Instrument. The Committee may accelerate the vesting and/or exercisability of any or all outstanding Options at any time for any reason. Options may, at the discretion of the Committee, be exercised prior to vesting, provided that the optionee grants the Company a right to repurchase any unvested shares at the exercise price upon termination of the optionee's service to the Company. (e) Termination of Employment, Disability or Death. ----------------------------------------------- (i) Except as provided below, an Option may only be exercised while the Grantee is employed by or otherwise providing service to the Company as an Employee, Key Advisor or member of the Board. In the event that a Grantee ceases to be employed by the Company for any reason other than a "disability", or "termination for cause", any Option which is otherwise exercisable by the Grantee shall (i) in the event the Grantee executes, upon his/her termination, the Company's standard confidentiality and non-disparagement agreement, terminate ninety days after the date on which the Grantee ceases to be employed by the Company; or otherwise (ii) in the event the Grantee refuses, upon his/her termination, to execute the Company's standard confidentiality and non-disparagement agreement, on the date on which the Grantee ceases to be employed by the Company. Notwithstanding the foregoing, an Option may never be exercised after the date of expiration of the Option term. Any of the Grantee's Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by the Company shall terminate as of such date. (ii) In the event the Grantee ceases to be employed by the Company on account of a "termination for cause" by the Company, any Option held by the Grantee shall terminate on the date on which the Grantee ceases to be employed by the Company. Any of the Grantee's Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by the Company shall terminate as of such date. (iii) In the event the Grantee ceases to be employed by the Company because the Grantee is "disabled", any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by the Company (or within such other period of time as may be specified in a Grant Instrument), but in any event no later than the date of expiration of the Option term. Any of the Grantee's Options which are not otherwise exercisable as of the date on which the Grantee ceases to be employed by the Company shall terminate as of such date. (iv) If the Grantee dies while employed by the Company or within 90 days after the date on which the Grantee ceases to be employed on account of a termination of employment specified in Section 5(e)(i) above (or within such other period of time as may be specified in a Grant Instrument), any Option that is otherwise exercisable by the Grantee shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by the Company (or within such other period of time as may be specified in a Grant Instrument), but in any event no later than the date of expiration of the Option term. Any of the Grantee's Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by the Company shall terminate as of such date. (v) For purposes of Sections 5(e) and 6: (A) "Company," when used in the phrase "employed by the Company," shall mean the Company and its parent and subsidiary corporations. (B) "Employed by the Company" shall mean employment or service as an Employee, Key Advisor or member of the Board (so that, for purposes of exercising Options and satisfying conditions with respect to Restricted Stock, a Grantee shall not be considered to have terminated employment or service until the Grantee ceases to be an Employee, Key Advisor and member of the Board), unless the Committee determines otherwise. (C) "Disability" shall mean a Grantee's becoming disabled within the meaning of Section 22(e)(3) of the Code or otherwise as defined in an employment consultant or other agreement between the Company and the Grantee. (D) "Termination for cause" shall mean, except to the extent specified otherwise by the Committee or otherwise as defined in an employment, consultant or other agreement between the Company and the Grantee, a finding by the Committee that the Grantee has breached his or her employment, service, noncompetition, nonsolicitation or other similar contract with the Company, or has been engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or dishonesty in the course of his or her employment or service, or has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information. A Grant Instrument may provide that in the event a Grantee's employment is terminated for cause, in addition to the immediate termination of all Grants, the Grantee shall automatically forfeit all shares underlying any exercised portion of an Option, upon refund by the Company of the Exercise Price paid by the Grantee for such shares, and any option gain realized by the Grantee from exercising all or a portion of an Option within the two-year period prior to the event shall be paid by the Grantee to the Company. (f) Exercise of Options. A Grantee may exercise an Option that has ------------------- become exercisable, in whole or in part, by delivering a notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (x) in cash, (y) with the approval of the Committee, by delivering shares of Company Stock owned by the Grantee for the period necessary to avoid a charge to the Company's earnings for financial reporting purposes (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or (z) by such other method as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. Shares of Company Stock used to exercise an Option shall have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price and the amount of any withholding tax due (pursuant to Section 7) at the time of exercise. (g) Limits on Incentive Stock Options. Each Incentive Stock Option --------------------------------- shall provide that, if the aggregate Fair Market Value of the stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the option, as to the excess, shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee of the Company or a parent or subsidiary (within the meaning of Section 424(f) of the Code). 6. Restricted Stock Grants . The Committee ----------------------- may issue or transfer shares of Company Stock to an Employee or Key Advisor under a Grant of Restricted Stock, upon such terms as the Committee deems appropriate. The following provisions are applicable to Restricted Stock, unless otherwise provided for in the Grant Instrument: (a) General Requirements. Shares of Company Stock issued or -------------------- transferred pursuant to Restricted Stock Grants may be issued or transferred for consideration or for no consideration, as determined by the Committee. The Committee may establish conditions under which restrictions on shares of Restricted Stock shall lapse over a period of time or according to such other criteria as the Committee deems appropriate. The period of time during which the Restricted Stock will remain subject to restrictions will be designated in the Grant Instrument as the "Restriction Period." (b) Number of Shares. The Committee shall determine the number of ---------------- shares of Company Stock to be issued or transferred pursuant to a Restricted Stock Grant and the restrictions applicable to such shares. (c) Requirement of Employment. If the Grantee ceases to be employed by ------------------------- the Company (as defined in Section 5(e)) during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Restricted Stock Grant shall terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and those shares of Company Stock must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate. (d) Restrictions on Transfer and Legend on Stock Certificate. During -------------------------------------------------------- the Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of Restricted Stock except to a Successor Grantee under Section 8(a). Each certificate for a share of Restricted Stock shall contain a legend giving appropriate notice of the restrictions in the Grant. The Grantee shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for shares of Restricted Stock until all restrictions on such shares have lapsed, or that the Company will retain possession of certificates for shares of Restricted Stock until all restrictions on such shares have lapsed. (e) Right to Vote and to Receive Dividends. Unless the Committee -------------------------------------- determines otherwise, during the Restriction Period, the Grantee shall have the right to vote shares of Restricted Stock and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee. (f) Lapse of Restrictions. All restrictions imposed on Restricted Stock --------------------- shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Restricted Stock Grants, that the restrictions shall lapse without regard to any Restriction Period. (g) Performance Based Compensation. The Committee may grant Restricted ------------------------------ Stock to an employee covered under Section 162(m) of the Code that vests upon the attainment of performance targets for the Company which are related to one or more of the following performance goals: (i) pre-tax income, (ii) operating income, (iii) cash flow, (iv) earnings per share, (v) return on equity, (vi) return on invested capital or assets and (vii) cost reductions or savings. To the extent necessary to comply with the performance-based compensation requirements of Section 162(m)(4)(c) of the Code, with respect to Restricted Stock which may be granted to one or more employees covered under Section 162(m) of the Code, no later than ninety days following the commencement of any fiscal year in question or any other designated fiscal period, the Committee shall, in writing, (i) designate the employees covered under Section 162(m) of the Code, (ii) select the performance goal or goals applicable to the fiscal year or other designated fiscal period, (iii) establish the various targets and bonus amounts which may be earned for such fiscal year or other designated fiscal period and (iv) specify the relationship between performance goals and targets and the amounts to be earned by each Section 162(m) participant for such fiscal year or other designed fiscal period. Following the completion of each fiscal year or other designated fiscal period, the Committee shall certify in writing whether the applicable performance target has been achieved for such fiscal year or other designated fiscal period. In determining the amount earned by a Section 162(m) participant, the Committee shall have the right to reduce (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the fiscal year or other designed fiscal period. 7. Withholding of Taxes -------------------- (a) Required Withholding. All Grants under the Plan shall be subject -------------------- to applicable federal (including FICA), state and local tax withholding requirements. The Company shall have the right to deduct from all Grants paid in cash, or from other wages paid to the Grantee, any federal, state or local taxes required by law to be withheld with respect to such Grants. In the case of Options and other Grants paid in Company Stock, the Company may require the Grantee or other person receiving such shares to pay to the Company the amount of any such taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. If the Committee so permits, a --------------------------- Grantee may elect to satisfy the Company's income tax withholding obligation with respect to an Option or Restricted Stock paid in Company Stock by having shares withheld up to an amount that does not exceed the Grantee's maximum marginal tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and shall be subject to the prior approval of the Committee. 8. Transferability of Grants ------------------------- (a) Nontransferability of Grants. Except as provided below, only the ---------------------------- Grantee may exercise rights under a Grant during the Grantee's lifetime. A Grantee may not transfer those rights except by will or by the laws of descent and distribution or, with respect to Grants other than Incentive Stock Options, and then only if and to the extent permitted in any specific case by the Committee, pursuant to a domestic relations order (as defined under the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder). When a Grantee dies, the personal representative or other person entitled to succeed to the rights of the Grantee ("Successor Grantee") may exercise such rights. A Successor Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee's will or under the applicable laws of descent and distribution. (b) Transfer of Nonqualified Stock Options. Notwithstanding the -------------------------------------- foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to family members or other persons or entities according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. 9. Reorganization of the Company. ----------------------------- (a) Reorganization. As used herein, a "Change of Control" shall be -------------- deemed to have occurred upon the consummation of any of the following transactions: (i) any merger or consolidation of the Company or other transaction (other than sales of equity by the Company for the purpose of raising cash for its own account) where the shareholders of the Company immediately prior to such transaction will not beneficially own immediately after such transaction shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or (ii) the sale or other disposition of all or substantially all of the assets of the Company. (b) Assumption of Grants. Upon a Change of Control where the Company is -------------------- not the surviving corporation (or survives only as a subsidiary of another corporation), the Company shall provide that either (i) all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation, (ii) the Company or the surviving company shall pay to each Grantee an amount equal to the product of (x) the number of Options then vested and exercisable, multiplied by (ii) the Fair Market Value per share less the Exercise Price per Option, or (iii) the Committee may, in its sole discretion, accelerate the vesting of some or all of the Grants. (c) Notice and Acceleration. Upon a Change of Control, the Company ----------------------- shall provide each Grantee who has outstanding Grants with written notice of such Change of Control. The Committee may, in its sole discretion, provide in a Grant Instrument that upon a Change of Control (i) all outstanding Options shall automatically accelerate and become fully exercisable, and (ii) the restrictions and conditions on all outstanding Restricted Stock shall immediately lapse. If the Committee does not provide such terms in the Grant Instrument, a Change of Control will not impact a Grant. 10. Limitations on Issuance or Transfer of Shares. No Company --------------------------------------------- Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant made to any Grantee hereunder on such Grantee's undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon. 11. Amendment and Termination of the Plan ------------------------------------- (a) Amendment. The Board may amend or terminate the Plan at any time; --------- provided, however, that the Board shall not amend the Plan without shareholder approval if such approval is required by Section l62(m) of the Code. (b) Termination of Plan. The Plan shall terminate on the day ------------------- immediately preceding the tenth anniversary of its effective date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the shareholders. (c) Termination and Amendment of Outstanding Grants. A termination or ----------------------------------------------- amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents. The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended in accordance with the Plan or, may be amended by agreement of the Company and the Grantee consistent with the Plan. (d) Governing Document. The Plan shall be the controlling document. No ------------------ other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns. 12. Funding of the Plan1. This Plan shall be ---------------------- unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants. 13. Rights of Participants . Nothing in this ---------------------- Plan shall entitle any Employee, Key Advisor or other person to any claim or right to be granted a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights. 14. No Fractional Shares. . No fractional -------------------- shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 15. Headings. . Section headings are for reference only. -------- In the event of a conflict between a title and the content of a Section, the content of the Section shall control. 16. Effective Date of the Plan -------------------------- (a) Effective Date. The Plan shall be effective on August 1, 2012. -------------- (b) Public Offering. The provisions of the Plan that refer to a Public --------------- Offering, or that refer to, or are applicable to persons subject to, Section 16 of the Exchange Act or Section 162(m) of the Code, shall be effective for so long as such stock is so registered. 17. Miscellaneous ------------- (a) Grants in Connection with Corporate Transactions and Otherwise. -------------------------------------------------------------- Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company or any of its subsidiaries in substitution for a stock option or restricted stock grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants. (b) Loans. The Committee may, in its discretion, extend a loan in ----- connection with the exercise or receipt of a grant under this Plan. The terms and conditions of any such loan shall be set by the Committee. (c) Compliance with Law. The Plan, the exercise of Options and the ------------------- obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Grantees. The Committee may, in its sole discretion, agree to limit its authority under this Section. (d) Governing Law. The validity, construction, interpretation and ------------- effect of the Plan and Grant Instruments issued under the Plan shall exclusively be governed by and determined in accordance with the law of the State of Florida, without regard to conflicts of laws principles. /s/ Richard David Scott, COO - ----------------------- Richard David Scott, COO EX-10.2 8 doc7.txt EMPLOYMENT AGREEMENT - FORHAN Employment Agreement EMPLOYMENT AGREEMENT --------------------- THIS AGREEMENT (the "Agreement") effective the 23rd day of July 2002, entered into by and between WILLIAM FORHAN (Employee") and INVICTA GROUP INC. a Nevada Corporation doing business as Don't Pay Full Fare ("the Company"), with its principal place of business in Miami , Florida. The Company desires to employ Employee as its CHIEF EXECUTIVE OFFICER (CEO) and Employee desires to be so employed and; NOW, THEREFORE, the parties desire to memorialize herein the terms and conditions of Employee's employment. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the parties hereby acknowledge the receipt and sufficiency of which hereto, the parties agree as follows: POSITION & DUTIES ------------------- Employee shall serve as CEO upon the terms set forth in this Agreement. Employee shall have the responsibilities inherent in this position and shall report to the Board of Directors of the Company, and Employee shall perform any other duties reasonably required by Company's Board of Directors. The primary duties are: implement corporate business plan, approve subsidiary annual biz plans and financial projections, review quarterly and annual financials, approve mergers and acquisitions, and increase corporate market valuation. TERM OF EMPLOYMENT. -------------------- Subject to the provisions of this Agreement, the term of Employee's employment under this Agreement ("Period of Employment") shall commence on July 23, 2002, until August 1, 2004 (the "Initial Term"). Unless either party elects to terminate this Agreement at the end of the initial or any renewal term by giving the other party written notice of such election at least ninety (90) days before the expiration of the then current term, this Agreement shall be deemed to have been renewed for an additional term of one (1) year commencing on the day after the expiration of the then current term. Either party may elect not to renew this Agreement with or without cause, in which case this Section 2 shall govern Employee's termination, and not Section 5. Upon expiration of this Agreement after notice of non-renewal, Company shall provide Employee all compensation and benefits to which Employee is entitled through the date of termination and thereafter Company's obligation hereunder shall cease. COMPENSATION AND BENEFITS. --------------------------- SALARY. The Company shall pay Employee an annual base salary of One ------ Hundred Twenty thousand dollars ($120,000.00) during the term of Employee's employment, payable in accordance with the Company's semi-monthly payroll disbursement cycle ("Base Compensation"). Employee's base compensation shall be reviewed each year during the term of Employee's employment, provided that the Company's performance criteria are achieved as set forth by the Company each year. EMPLOYEE shall be paid for Equity Funding ( raised from referrals) equal to 5% of funding: $100,000 raised results into $5,000.00 compensation to employee. VACATION AND SICK LEAVE. Employee will be entitled to four (4) weeks ------------------------- of vacation, and sick leave equal to six (6) days per year, and 6 personal days. Vacation time, personal days and sick leave shall not be accumulated after the end of any year. Employee's use of vacation time shall be subject to the prior approval of the CEO of the Company. Sick leave shall accumulate at the rate of one half day per month. EXPENSES. With the prior approval of the CEO, the Company shall -------- reimburse Employee for all expenses incurred in connection with her duties on behalf of the Company, provided that Employee shall keep, and present to the Company, records and receipts relating to reimbursable expenses incurred by Employee. Such records and receipts shall be maintained and presented in a format, and with such regularity, as the Company reasonably may require in order to substantiate the Company's right to claim income tax deductions for such expenses. BENEFITS. Employee will be entitled to participate in the employee benefit -------- plans or programs of the Company, including medical and life insurance and ISOP, to the fullest extent possible, subject to the rules and regulations applicable hereto and to standard eligibility and vesting requirements of any coverage and shall be furnished with other services and perquisites appropriate to Employee's position. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits: (a) Comprehensive medical insurance for Employee ; (b) Eye insurance (c) Dental insurance (d) Group term life insurance with death benefits equal to one hundred percent (100%) of base salary; 3.4 CAR ALLOWANCE. Employee shall be entitled to $750.00 per month car -------------- allowance. TERMINATION - ----------- DUE TO DISABILITY - -------------------- (a) If Employee becomes unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause, Company will the payment of Employee's base salary at its then current rate for a period of (4) weeks following the date Employee is first unable to perform such duties due to such disability or incapacity. Thereafter, Company shall have no obligation for base salary, bonus or other compensation payments to Employee during the continuance of such disability or incapacity. Company will continue to provide benefits to Employee so long as Employee remains employed; (b) If Employee is unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause for a period of TEN (10) consecutive weeks or for a cumulative period of SEVENTY (70) business days during any FIVE (5) month period ("Disability"), then, to the extent permitted by law, Company shall have the right to terminate this Agreement thereafter, in which event Company shall have no further obligations or liabilities hereunder after the date of such termination except Employee will be deemed disabled and eligible for the payments outlined in paragraph 5.1(a). EMPLOYEE REPRESENTS THAT TO THE BEST OF EMPLOYEE'S KNOWLEDGE EMPLOYEE HAS NO MEDICAL CONDITION THAT COULD CAUSE PARTIAL OR TOTAL DISABILITY THAT WOULD RENDER EMPLOYEE UNABLE TO PERFORM THE DUTIES SPECIFIED IN THIS AGREEMENT OTHERWISE THE BENEFITS IN PARAGRAPH 5.1(a) SHALL BE NULL AND VOID. DUE TO DEATH. If Employee dies during the period of employment, Employee's ------------- employment with Company shall terminate as of the end of the calendar month in which the death occurs. Company shall have no obligation to Employee or Employee's estate for Base Compensation or other form of compensation or benefit other than amounts accrued through the date of Employee's death, except as otherwise required by law or by benefit plans provided at Company expense. In the event of the termination of Employee's employment due to Employee's death or Disability, Employee or Employee's legal representatives, as the case may be, shall be entitled to: (a) In the case of death, unpaid Base Compensation earned or accrued through Employee's date of death and continued Base Compensation at a rate in effect at the time of death, through the end of one (1) calendar year after which Employee's death occurs or the end of the employment term which ever is the lesser amount; (b) Any performance or special incentive bonus earned but not yet paid; (c) A pro rata performance bonus for the year in which employment terminates due to death or Disability based on the performance of Company for the year during which such termination occurs or, if performance results are not available, based on the performance bonus paid to Employee for the prior year; and (d) Any other compensation and benefits to which Employee or Employee's legal representatives may be entitled under applicable plans, programs and agreements of Company to the extent permitted under the terms thereof, including, without limitation, life insurance as provided in Section 4.5 above. FOR CAUSE. Company may terminate Employee's employment relationship with ---------- Company at any time and with ten (10) days prior notice for Cause. (a) For purposes of this Agreement, termination of employment of Employee by the Company for cause means termination for the following reasons: (i) frequent and unjustifiable absenteeism, other than solely by reason of Employee's illness or physical or mental disability; (ii) failing to follow the reasonable instructions of the President; (iii) proven dishonesty materially injurious to the Company or to its business, operations, assets or condition (an "Adverse Effect"); or gross violation of Company policy or procedure after being warned, notified, or Employee's acknowledged, gross or willful misconduct, or willful neglect to act, which misconduct or neglect is committed or omitted by Employee in bad faith and had an Adverse Effect; and (b) Company shall have no obligation to Employee for Base Compensation or other form of compensation or benefits, except as otherwise required by law, other than (a) amounts accrued through the date of termination, and (b) reimbursement of appropriately documented expenses incurred by Employee before the termination of employment, to the extent that Employee would have been entitled to such reimbursement but for the termination of employment. TERMINATION OBLIGATIONS. ------------------------ (a) All tangible Company property shall be returned promptly to Company upon termination of the Period of Employment; (b) All benefits to which Employee is otherwise entitled shall cease upon Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Company; (c) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Company or any Affiliate; (d) Employee's obligations under this Section 5.5 on Termination Obligations, Section 6 on Confidentiality and Non-Disclosure, Section 8 on Inventions, Section 9 on Arbitration, and Section 11 on Non-Competition shall survive the termination of the Period of Employment and the expiration or termination of this Agreement; and (e) Following any termination of the Period of Employment, Employee shall cooperate fully with Company in all matters relating to completing pending work on behalf of Company and the orderly transfer of work to other employees of Company. Employee shall also cooperate in the defense of any action brought by any third party against Company that relates in any way to Employee's acts or omissions while employed by Company. CONFIDENTIALITY AND NON-DISCLOSURE. - ---------------------------------- Employee agrees to abide by the terms of the Confidentiality and Non-Disclosure Agreement , and proprietary information policies now in effect by the Company or as may be established in the future. COMPANY PROPERTY. - ---------------- All products, records, designs, patents, plans, data, manuals, brochures, memoranda, devices, lists and other property delivered to Employee by or on behalf of the Company, all confidential information including, but not limited to, lists of potential customers, prices, and similar confidential materials or information respecting the business affairs of the Company, such as hardware manufacturers, software developers, networks, strategic partners, business practices regarding technology and schedules, legal actions and personnel information, and all records compiled by Employee which pertain to the business of the Company, and all rights, title and interest now existing or that may exist in the future in and to any intellectual property rights created by Employee for the Company, in performing Employee's duties during the term of this Agreement shall be and remain the property of the Company. Employee agrees to execute and deliver at a future date any further documents that the Company, determines may be necessary or desirable to perfect the Company's ownership in any intellectual or other property rights. ARBITRATION. - ----------- ARBITRABLE CLAIMS. To the fullest extent permitted by law, all disputes ------------------ between Employee (and Employee's attorneys, successors and assigns) and Company (and its Affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns) of any kind whatsoever, including, without limitation, all disputes arising under this Agreement ("Arbitrable Claims"), shall be resolved by arbitration. All persons and entities specified in the preceding sentence (other than Company and Employee) shall be considered third-party beneficiaries of the rights and obligations created by this Section on Arbitration. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state or local law, statute or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitrable Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Nevada Fair Employment and Housing Act; PROCEDURE. Arbitration of Arbitrable Claims shall be in accordance with the --------- National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended ("AAA Employment Rules"), as augmented in this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other party initiating arbitration shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. Notwithstanding the foregoing, either party may, at its option, seek injunctive relief. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE; ARBITRATOR SELECTION AND AUTHORITY. All disputes involving Arbitrable ------------------------------------- Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have authority to award equitable relief, damages, costs and fees to the same extent that, but not greater than, a court would have. The fees of the arbitrator shall be split between both parties equally, unless this would render this Section of Arbitration unenforceable, in which case the arbitrator shall apportion said fees so as to preserve enforceability. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable; CONTINUING OBLIGATIONS. The rights and obligations of Employee and Company ----------------------- set forth in this Section on Arbitration shall survive the termination of Employee's employment and the expiration of this Agreement. PRIOR AGREEMENTS; CONFLICTS OF INTEREST. Employee represents to Company: ------------------------------------------ (a) that there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful Employee's execution or performance of this Agreement; (b) none of the information supplied by Employee to Company or any representative of Company or placement agency in connection with Employee's employment by Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; and (c) Employee does not have any business or other relationship that creates a conflict between the interests of Employee and the Company. NON-COMPETITION. During the term of this Agreement Employee shall not: --------------- Start employment with, offer consulting services to, or otherwise become involved in, advise or participate on behalf of any other company, entity or individual, in the field of the Company; and Individually or through any agent, for Employee's benefit or on behalf of any other person or entity (i) solicit employees of the Company, to entice them to leave the Company; or (ii) solicit or induce and third party now or at any time during the term of this Agreement who is providing services to the Company, through license, contract, partnership, or otherwise to terminate or reduce their relationships with the Company. MISCELLANEOUS PROVISIONS. - ------------------------- AUTHORITY. Each party hereto represents and warrants that it has full --------- power and authority to enter into this Agreement and to perform this Agreement in accordance with its terms. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced ------------- in accordance with the laws of the State of Florida. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to ---------------------- the benefit of, the parties hereto and their respective successors and assigns. CAPTIONS. The captions of the sections of this Agreement are for -------- convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. SEVERABILITY. In the event that any provision of this Agreement shall be ------------ invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. AMENDMENT. This Agreement may be amended only in writing executed by the --------- parties hereto. ATTORNEY'S FEES. In the event of a dispute the prevailing party shall be ---------------- entitled to be reimbursed for its legal fees by the other party. FINALITY OF AGREEMENT. The document, when executed by the parties, ----------------------- supersedes all other agreements of the parties with respect to the matters discussed. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above. "EMPLOYEE" /s/ William Forhan ------------------ William Forhan INVICTA GROUP, INC /s/ David Scott, Co-Chairman By: _____________________________ David Scott, Co-Chairman EX-10.3 9 doc8.txt EMPLOYMENT AGREEMENT - SCOTT Employment Agreement EMPLOYMENT AGREEMENT --------------------- THIS AGREEMENT (the "Agreement") effective the 23rd day of July 2002, entered into by and between Richard David Scott (Employee") and INVICTA GROUP INC. A Nevada Corporation doing business as Don't Pay Full Fare ("the Company"), with its principal place of business in Miami, Florida. The Company desires to employ Employee as its CHIEF OPERATING OFFICER (COO) and Employee desires to be so employed and; NOW, THEREFORE, the parties desire to memorialize herein the terms and conditions of Employee's employment. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the parties hereby acknowledge the receipt and sufficiency of which hereto, the parties agree as follows: POSITION & DUTIES ------------------- Employee shall serve as Vice President upon the terms set forth in this Agreement. Employee shall have the responsibilities inherent in this position and shall report to the Board of Directors of the Company, and Employee shall perform any other duties reasonably required by Company's Board of Directors. The primary duties are: implement corporate business plan, approve subsidiary annual biz plans and financial projections, review quarterly and annual financials, approve mergers and acquisitions, and increase corporate market valuation. TERM OF EMPLOYMENT. -------------------- Subject to the provisions of this Agreement, the term of Employee's employment under this Agreement ("Period of Employment") shall commence on July 23, 2002, until August 1, 2004 (the "Initial Term"). Unless either party elects to terminate this Agreement at the end of the initial or any renewal term by giving the other party written notice of such election at least ninety (90) days before the expiration of the then current term, this Agreement shall be deemed to have been renewed for an additional term of one (1) year commencing on the day after the expiration of the then current term. Either party may elect not to renew this Agreement with or without cause, in which case this Section 2 shall govern Employee's termination, and not Section 5. Upon expiration of this Agreement after notice of non-renewal, Company shall provide Employee all compensation and benefits to which Employee is entitled through the date of termination and thereafter Company's obligation hereunder shall cease. COMPENSATION AND BENEFITS. --------------------------- SALARY. The Company shall pay Employee an annual base salary of One Hundred ------ Twenty thousand dollars ($120,000.00) during the term of Employee's employment, payable in accordance with the Company's semi-monthly payroll disbursement cycle ("Base Compensation"). Employee's base compensation shall be reviewed each year during the term of Employee's employment, provided that the Company's performance criteria are achieved as set forth by the Company each year. EMPLOYEE shall be paid for Equity Funding (raised from referrals) equal to 5% of funding: $100,000 raised results into $5,000.00 compensation to employee. VACATION AND SICK LEAVE. Employee will be entitled to four (4) weeks ------------------------- of vacation, and sick leave equal to six (6) days per year, and 6 personal days. Vacation time, personal days and sick leave shall not be accumulated after the end of any year. Employee's use of vacation time shall be subject to the prior approval of the CEO of the Company. Sick leave shall accumulate at the rate of one half day per month. EXPENSES. With the prior approval of the CEO, the Company shall -------- reimburse Employee for all expenses incurred in connection with her duties on behalf of the Company, provided that Employee shall keep, and present to the Company, records and receipts relating to reimbursable expenses incurred by Employee. Such records and receipts shall be maintained and presented in a format, and with such regularity, as the Company reasonably may require in order substantiating the Company's right to claim income tax deductions for such expenses. BENEFITS. Employee will be entitled to participate in the employee benefit -------- plans or programs of the Company, including medical and life insurance and ISOP, to the fullest extent possible, subject to the rules and regulations applicable hereto and to standard eligibility and vesting requirements of any coverage and shall be furnished with other services and perquisites appropriate to Employee's position. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits: (a) Comprehensive medical insurance for Employee ; (b) Eye insurance (c) Dental insurance (d) Group term life insurance with death benefits equal to one hundred percent (100%) of base salary; TERMINATION - ----------- DUE TO DISABILITY - -------------------- (a) If Employee becomes unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause, Company will the payment of Employee's base salary at its then current rate for a period of (4) weeks following the date Employee is first unable to perform such duties due to such disability or incapacity. Thereafter, Company shall have no obligation for base salary, bonus or other compensation payments to Employee during the continuance of such disability or incapacity. Company will continue to provide benefits to Employee so long as Employee remains employed; (b) If Employee is unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause for a period of TEN (10) consecutive weeks or for a cumulative period of SEVENTY (70) business days during any FIVE (5) month period ("Disability"), then, to the extent permitted by law, Company shall have the right to terminate this Agreement thereafter, in which event Company shall have no further obligations or liabilities hereunder after the date of such termination except Employee will be deemed disabled and eligible for the payments outlined in paragraph 5.1(a). EMPLOYEE REPRESENTS THAT TO THE BEST OF EMPLOYEE'S KNOWLEDGE EMPLOYEE HAS NO MEDICAL CONDITION THAT COULD CAUSE PARTIAL OR TOTAL DISABILITY THAT WOULD RENDER EMPLOYEE UNABLE TO PERFORM THE DUTIES SPECIFIED IN THIS AGREEMENT OTHERWISE THE BENEFITS IN PARAGRAPH 5.1(a) SHALL BE NULL AND VOID. DUE TO DEATH. If Employee dies during the period of employment, Employee's ------------- employment with Company shall terminate as of the end of the calendar month in which the death occurs. Company shall have no obligation to Employee or Employee's estate for Base Compensation or other form of compensation or benefit other than amounts accrued through the date of Employee's death, except as otherwise required by law or by benefit plans provided at Company expense. In the event of the termination of Employee's employment due to Employee's death or Disability, Employee or Employee's legal representatives, as the case may be, shall be entitled to: (a) In the case of death, unpaid Base Compensation earned or accrued through Employee's date of death and continued Base Compensation at a rate in effect at the time of death, through the end of one (1) calendar year after which Employee's death occurs or the end of the employment term which ever is the lesser amount; (b) Any performance or special incentive bonus earned but not yet paid; (c) A pro rata performance bonus for the year in which employment terminates due to death or Disability based on the performance of Company for the year during which such termination occurs or, if performance results are not available, based on the performance bonus paid to Employee for the prior year; and (d) Any other compensation and benefits to which Employee or Employee's legal representatives may be entitled under applicable plans, programs and agreements of Company to the extent permitted under the terms thereof, including, without limitation, life insurance as provided in Section 4.5 above. FOR CAUSE. Company may terminate Employee's employment relationship with ---------- Company at any time and with ten (10) days prior notice for Cause. (a) For purposes of this Agreement, termination of employment of Employee by the Company for cause means termination for the following reasons: (i) frequent and unjustifiable absenteeism, other than solely by reason of Employee's illness or physical or mental disability; (ii) failing to follow the reasonable instructions of the President; (iii) proven dishonesty materially injurious to the Company or to its business, operations, assets or condition (an "Adverse Effect"); or gross violation of Company policy or procedure after being warned, notified, or Employee's acknowledged, gross or willful misconduct, or willful neglect to act, which misconduct or neglect is committed or omitted by Employee in bad faith and had an Adverse Effect; and (b) Company shall have no obligation to Employee for Base Compensation or other form of compensation or benefits, except as otherwise required by law, other than (a) amounts accrued through the date of termination, and (b) reimbursement of appropriately documented expenses incurred by Employee before the termination of employment, to the extent that Employee would have been entitled to such reimbursement but for the termination of employment. TERMINATION OBLIGATIONS. ------------------------ (a) All tangible Company property shall be returned promptly to Company upon termination of the Period of Employment; (b) All benefits to which Employee is otherwise entitled shall cease upon Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Company; (c) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Company or any Affiliate; (d) Employee's obligations under this Section 5.5 on Termination Obligations, Section 6 on Confidentiality and Non-Disclosure, Section 8 on Inventions, Section 9 on Arbitration, and Section 11 on Non-Competition shall survive the termination of the Period of Employment and the expiration or termination of this Agreement; and (e) Following any termination of the Period of Employment, Employee shall cooperate fully with Company in all matters relating to completing pending work on behalf of Company and the orderly transfer of work to other employees of Company. Employee shall also cooperate in the defense of any action brought by any third party against Company that relates in any way to Employee's acts or omissions while employed by Company. CONFIDENTIALITY AND NON-DISCLOSURE. - ---------------------------------- Employee agrees to abide by the terms of the Confidentiality and Non-Disclosure Agreement, and proprietary information policies now in effect by the Company or as may be established in the future. COMPANY PROPERTY. - ---------------- All products, records, designs, patents, plans, data, manuals, brochures, memoranda, devices, lists and other property delivered to Employee by or on behalf of the Company, all confidential information including, but not limited to, lists of potential customers, prices, and similar confidential materials or information respecting the business affairs of the Company, such as hardware manufacturers, software developers, networks, strategic partners, business practices regarding technology and schedules, legal actions and personnel information, and all records compiled by Employee which pertain to the business of the Company, and all rights, title and interest now existing or that may exist in the future in and to any intellectual property rights created by Employee for the Company, in performing Employee's duties during the term of this Agreement shall be and remain the property of the Company. Employee agrees to execute and deliver at a future date any further documents that the Company, determines may be necessary or desirable to perfect the Company's ownership in any intellectual or other property rights. ARBITRATION. - ----------- ARBITRAL CLAIMS. To the fullest extent permitted by law, all disputes ---------------- between Employee (and Employee's attorneys, successors and assigns) and Company (and its Affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns) of any kind whatsoever, including, without limitation, all disputes arising under this Agreement ("Arbitral Claims"), shall be resolved by arbitration. All persons and entities specified in the preceding sentence (other than Company and Employee) shall be considered third-party beneficiaries of the rights and obligations created by this Section on Arbitration. Arbitral Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state or local law, statute or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitral Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Nevada Fair Employment and Housing Act; PROCEDURE. Arbitration of Arbitral Claims shall be in accordance with the --------- National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended ("AAA Employment Rules"), as augmented in this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other party initiating arbitration shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitral Claims. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitral Claim. Notwithstanding the foregoing, either party may, at its option, seek injunctive relief. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE; ARBITRATOR SELECTION AND AUTHORITY. All disputes involving Arbitral Claims ----------------------------------- shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have authority to award equitable relief, damages, costs and fees to the same extent that, but not greater than, a court would have. The fees of the arbitrator shall be split between both parties equally, unless this would render this Section of Arbitration unenforceable, in which case the arbitrator shall apportion said fees so as to preserve enforceability. The arbitrator shall have exclusive authority to resolve all Arbitral Claims, including, but not limited to, whether any particular claim is arbitral and whether all or any part of this Agreement is void or unenforceable; CONTINUING OBLIGATIONS. The rights and obligations of Employee and Company ----------------------- set forth in this Section on Arbitration shall survive the termination of Employee's employment and the expiration of this Agreement. PRIOR AGREEMENTS; CONFLICTS OF INTEREST. Employee represents to Company: ------------------------------------------ (a) that there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful Employee's execution or performance of this Agreement; (b) none of the information supplied by Employee to Company or any representative of Company or placement agency in connection with Employee's employment by Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; and (c) Employee does not have any business or other relationship that creates a conflict between the interests of Employee and the Company. NON-COMPETITION. During the term of this Agreement Employee shall not: --------------- Start employment with, offer consulting services to, or otherwise become involved in, advise or participate on behalf of any other company, entity or individual, in the field of the Company; and Individually or through any agent, for Employee's benefit or on behalf of any other person or entity (i) solicit employees of the Company, to entice them to leave the Company; or (ii) solicit or induce and third party now or at any time during the term of this Agreement who is providing services to the Company, through license, contract, partnership, or otherwise to terminate or reduce their relationships with the Company. MISCELLANEOUS PROVISIONS. - ------------------------- AUTHORITY. Each party hereto represents and warrants that it has full --------- power and authority to enter into this Agreement and to perform this Agreement in accordance with its terms. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced ------------- in accordance with the laws of the State of Florida. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to ---------------------- the benefit of, the parties hereto and their respective successors and assigns. CAPTIONS. The captions of the sections of this Agreement are for -------- convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. SEVERABILITY. In the event that any provision of this Agreement shall be ------------ invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. AMENDMENT. This Agreement may be amended only in writing executed by the --------- parties hereto. ATTORNEY'S FEES. In the event of a dispute the prevailing party shall be ---------------- entitled to be reimbursed for its legal fees by the other party. FINALITY OF AGREEMENT. The document, when executed by the parties, ----------------------- supersedes all other agreements of the parties with respect to the matters discussed. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above. "EMPLOYEE" /s/ Richard David Scott _______________________ Richard David Scott INVICTA GROUP, INC /s/ William Forhan, Co-Chairman By: _____________________________ William Forhan, Co-Chairman EX-10.4 10 doc9.txt EMPLOYMENT AGREEMENT - HENZE Employment Agreement EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT (the "Agreement") effective the 23rd day of July 2002, entered into by and between Mercedes Henze ("Employee") and INVICTA GROUP INC. A Nevada Corporation doing business as Don't Pay Full Fare ("the Company"), with its principal place of business in Miami, Florida. The Company desires to employ Employee as its VICE PRESIDENT (VP) and Employee desires to be so employed and; NOW, THEREFORE, the parties desire to memorialize herein the terms and conditions of Employee's employment. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the parties hereby acknowledge the receipt and sufficiency of which hereto, the parties agree as follows: POSITION & DUTIES ------------------- Employee shall serve as Vice President upon the terms set forth in this Agreement. Employee shall have the responsibilities inherent in this position and shall report to the Board of Directors of the Company, and Employee shall perform any other duties reasonably required by Company's Board of Directors. The primary duties are: implement corporate business plan, approve subsidiary annual biz plans and financial projections, review quarterly and annual financials, approve mergers and acquisitions, and increase corporate market valuation. TERM OF EMPLOYMENT. -------------------- Subject to the provisions of this Agreement, the term of Employee's employment under this Agreement ("Period of Employment") shall commence on July 23, 2002, until August 1, 2004 (the "Initial Term"). Unless either party elects to terminate this Agreement at the end of the initial or any renewal term by giving the other party written notice of such election at least ninety (90) days before the expiration of the then current term, this Agreement shall be deemed to have been renewed for an additional term of one (1) year commencing on the day after the expiration of the then current term. Either party may elect not to renew this Agreement with or without cause, in which case this Section 2 shall govern Employee's termination, and not Section 5. Upon expiration of this Agreement after notice of non-renewal, Company shall provide Employee all compensation and benefits to which Employee is entitled through the date of termination and thereafter Company's obligation hereunder shall cease. COMPENSATION AND BENEFITS. --------------------------- SALARY. The Company shall pay Employee an annual base salary of One Hundred ------ Twenty thousand dollars ($120,000.00) during the term of Employee's employment, payable in accordance with the Company's semi-monthly payroll disbursement cycle ("Base Compensation"). Employee's base compensation shall be reviewed each year during the term of Employee's employment, provided that the Company's performance criteria are achieved as set forth by the Company each year. EMPLOYEE shall be paid for Equity Funding (raised from referrals) equal to 5% of funding: $100,000 raised results into $5,000.00 compensation to employee. VACATION AND SICK LEAVE. Employee will be entitled to four (4) weeks ------------------------- of vacation, and sick leave equal to six (6) days per year, and 6 personal days. Vacation time, personal days and sick leave shall not be accumulated after the end of any year. Employee's use of vacation time shall be subject to the prior approval of the CEO of the Company. Sick leave shall accumulate at the rate of one half day per month. EXPENSES. With the prior approval of the CEO, the Company shall -------- reimburse Employee for all expenses incurred in connection with her duties on behalf of the Company, provided that Employee shall keep, and present to the Company, records and receipts relating to reimbursable expenses incurred by Employee. Such records and receipts shall be maintained and presented in a format, and with such regularity, as the Company reasonably may require in order substantiating the Company's right to claim income tax deductions for such expenses. BENEFITS. Employee will be entitled to participate in the employee benefit -------- plans or programs of the Company, including medical and life insurance and ISOP, to the fullest extent possible, subject to the rules and regulations applicable hereto and to standard eligibility and vesting requirements of any coverage and shall be furnished with other services and perquisites appropriate to Employee's position. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits: (a) Comprehensive medical insurance for Employee ; (b) Eye insurance (c) Dental insurance (d) Group term life insurance with death benefits equal to one hundred percent (100%) of base salary; .. TERMINATION - ----------- DUE TO DISABILITY - -------------------- (a) If Employee becomes unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause, Company will the payment of Employee's base salary at its then current rate for a period of (4) weeks following the date Employee is first unable to perform such duties due to such disability or incapacity. Thereafter, Company shall have no obligation for base salary, bonus or other compensation payments to Employee during the continuance of such disability or incapacity. Company will continue to provide benefits to Employee so long as Employee remains employed; (b) If Employee is unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury or any other cause for a period of TEN (10) consecutive weeks or for a cumulative period of SEVENTY (70) business days during any FIVE (5) month period ("Disability"), then, to the extent permitted by law, Company shall have the right to terminate this Agreement thereafter, in which event Company shall have no further obligations or liabilities hereunder after the date of such termination except Employee will be deemed disabled and eligible for the payments outlined in paragraph 5.1(a). EMPLOYEE REPRESENTS THAT TO THE BEST OF EMPLOYEE'S KNOWLEDGE EMPLOYEE HAS NO MEDICAL CONDITION THAT COULD CAUSE PARTIAL OR TOTAL DISABILITY THAT WOULD RENDER EMPLOYEE UNABLE TO PERFORM THE DUTIES SPECIFIED IN THIS AGREEMENT OTHERWISE THE BENEFITS IN PARAGRAPH 5.1(a) SHALL BE NULL AND VOID. DUE TO DEATH. If Employee dies during the period of employment, Employee's ------------- employment with Company shall terminate as of the end of the calendar month in which the death occurs. Company shall have no obligation to Employee or Employee's estate for Base Compensation or other form of compensation or benefit other than amounts accrued through the date of Employee's death, except as otherwise required by law or by benefit plans provided at Company expense. In the event of the termination of Employee's employment due to Employee's death or Disability, Employee or Employee's legal representatives, as the case may be, shall be entitled to: (a) In the case of death, unpaid Base Compensation earned or accrued through Employee's date of death and continued Base Compensation at a rate in effect at the time of death, through the end of one (1) calendar year after which Employee's death occurs or the end of the employment term which ever is the lesser amount; (b) Any performance or special incentive bonus earned but not yet paid; (c) A pro rata performance bonus for the year in which employment terminates due to death or Disability based on the performance of Company for the year during which such termination occurs or, if performance results are not available, based on the performance bonus paid to Employee for the prior year; and (d) Any other compensation and benefits to which Employee or Employee's legal representatives may be entitled under applicable plans, programs and agreements of Company to the extent permitted under the terms thereof, including, without limitation, life insurance as provided in Section 4.5 above. FOR CAUSE. Company may terminate Employee's employment relationship with ---------- Company at any time and with ten (10) days prior notice for Cause. (a) For purposes of this Agreement, termination of employment of Employee by the Company for cause means termination for the following reasons: (i) frequent and unjustifiable absenteeism, other than solely by reason of Employee's illness or physical or mental disability; (ii) failing to follow the reasonable instructions of the President; (iii) proven dishonesty materially injurious to the Company or to its business, operations, assets or condition (an "Adverse Effect"); or gross violation of Company policy or procedure after being warned, notified, or Employee's acknowledged, gross or willful misconduct, or willful neglect to act, which misconduct or neglect is committed or omitted by Employee in bad faith and had an Adverse Effect; and (b) Company shall have no obligation to Employee for Base Compensation or other form of compensation or benefits, except as otherwise required by law, other than (a) amounts accrued through the date of termination, and (b) reimbursement of appropriately documented expenses incurred by Employee before the termination of employment, to the extent that Employee would have been entitled to such reimbursement but for the termination of employment. TERMINATION OBLIGATIONS. ------------------------ (a) All tangible Company property shall be returned promptly to Company upon termination of the Period of Employment; (b) All benefits to which Employee is otherwise entitled shall cease upon Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Company; (c) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Company or any Affiliate; (d) Employee's obligations under this Section 5.5 on Termination Obligations, Section 6 on Confidentiality and Non-Disclosure, Section 8 on Inventions, Section 9 on Arbitration, and Section 11 on Non-Competition shall survive the termination of the Period of Employment and the expiration or termination of this Agreement; and (e) Following any termination of the Period of Employment, Employee shall cooperate fully with Company in all matters relating to completing pending work on behalf of Company and the orderly transfer of work to other employees of Company. Employee shall also cooperate in the defense of any action brought by any third party against Company that relates in any way to Employee's acts or omissions while employed by Company. CONFIDENTIALITY AND NON-DISCLOSURE. - ---------------------------------- Employee agrees to abide by the terms of the Confidentiality and Non-Disclosure Agreement, and proprietary information policies now in effect by the Company or as may be established in the future. COMPANY PROPERTY. - ---------------- All products, records, designs, patents, plans, data, manuals, brochures, memoranda, devices, lists and other property delivered to Employee by or on behalf of the Company, all confidential information including, but not limited to, lists of potential customers, prices, and similar confidential materials or information respecting the business affairs of the Company, such as hardware manufacturers, software developers, networks, strategic partners, business practices regarding technology and schedules, legal actions and personnel information, and all records compiled by Employee which pertain to the business of the Company, and all rights, title and interest now existing or that may exist in the future in and to any intellectual property rights created by Employee for the Company, in performing Employee's duties during the term of this Agreement shall be and remain the property of the Company. Employee agrees to execute and deliver at a future date any further documents that the Company, determines may be necessary or desirable to perfect the Company's ownership in any intellectual or other property rights. ARBITRATION. - ----------- ARBITRAL CLAIMS. To the fullest extent permitted by law, all disputes ---------------- between Employee (and Employee's attorneys, successors and assigns) and Company (and its Affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns) of any kind whatsoever, including, without limitation, all disputes arising under this Agreement ("Arbitral Claims"), shall be resolved by arbitration. All persons and entities specified in the preceding sentence (other than Company and Employee) shall be considered third-party beneficiaries of the rights and obligations created by this Section on Arbitration. Arbitral Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state or local law, statute or regulation, excepting only claims under applicable workers' compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitral Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Nevada Fair Employment and Housing Act; PROCEDURE. Arbitration of Arbitral Claims shall be in accordance with the --------- National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended ("AAA Employment Rules"), as augmented in this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other party initiating arbitration shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitral Claims. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitral Claim. Notwithstanding the foregoing, either party may, at its option, seek injunctive relief. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE; ARBITRATOR SELECTION AND AUTHORITY. All disputes involving Arbitral Claims ----------------------------------- shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have authority to award equitable relief, damages, costs and fees to the same extent that, but not greater than, a court would have. The fees of the arbitrator shall be split between both parties equally, unless this would render this Section of Arbitration unenforceable, in which case the arbitrator shall apportion said fees so as to preserve enforceability. The arbitrator shall have exclusive authority to resolve all Arbitral Claims, including, but not limited to, whether any particular claim is arbitral and whether all or any part of this Agreement is void or unenforceable; CONTINUING OBLIGATIONS. The rights and obligations of Employee and Company ----------------------- set forth in this Section on Arbitration shall survive the termination of Employee's employment and the expiration of this Agreement. PRIOR AGREEMENTS; CONFLICTS OF INTEREST. Employee represents to Company: ------------------------------------------ (a) that there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful Employee's execution or performance of this Agreement; (b) none of the information supplied by Employee to Company or any representative of Company or placement agency in connection with Employee's employment by Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; and (c) Employee does not have any business or other relationship that creates a conflict between the interests of Employee and the Company. NON-COMPETITION. During the term of this Agreement Employee shall not: --------------- Start employment with, offer consulting services to, or otherwise become involved in, advise or participate on behalf of any other company, entity or individual, in the field of the Company; and Individually or through any agent, for Employee's benefit or on behalf of any other person or entity (i) solicit employees of the Company, to entice them to leave the Company; or (ii) solicit or induce and third party now or at any time during the term of this Agreement who is providing services to the Company, through license, contract, partnership, or otherwise to terminate or reduce their relationships with the Company. MISCELLANEOUS PROVISIONS. - ------------------------- AUTHORITY. Each party hereto represents and warrants that it has full --------- power and authority to enter into this Agreement and to perform this Agreement in accordance with its terms. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced ------------- in accordance with the laws of the State of Florida. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to ---------------------- the benefit of, the parties hereto and their respective successors and assigns. CAPTIONS. The captions of the sections of this Agreement are for -------- convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. SEVERABILITY. In the event that any provision of this Agreement shall be ------------ invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. AMENDMENT. This Agreement may be amended only in writing executed by the --------- parties hereto. ATTORNEY'S FEES. In the event of a dispute the prevailing party shall be ---------------- entitled to be reimbursed for its legal fees by the other party. FINALITY OF AGREEMENT. The document, when executed by the parties, ----------------------- supersedes all other agreements of the parties with respect to the matters discussed. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above. "EMPLOYEE" /s/ Mercedes Henze ___________________ Mercedes Henze INVICTA GROUP, INC /s/ William Forhan, Co-Chairman By: _____________________________ William Forhan, Co-Chairman EX-10.5 11 doc10.txt LEASE FOR MIAMI BEACH OFFICE COMMERCIAL LEASE ---------------- This lease is made between NEXT CENTURY development a Florida corporation herein called the lessor (landlord) and Invicta Group Inc herein called lessee (tenant). Lessor hereby offers lessee the premises situated in the City of Surfside County of Dade, State of Florida. Described as Executive Office Suite 301 located 9553 Harding Avenue Town of Surfside inside the Surfside building upon the following TERMS and CONDITIONS: TERMS AND RENT. Lessor desires to lease the above premises for a term of one year, commencing 1st September 2002 and terminating 31st August 2003 or sooner as provided herein at the annual rental of $10,080.00 payable in equal installments in advance on the first day of each month for that months rental for the term of this lease. All rental payments shall be made to the lessor athe address above. LESSEE SHALL use and occupy the premises for a period of one year from the date of 1st September 2002 and terminating on 31st August 2003. The premises shall be used for executive offices. Lessor represents that the premises will be used for no other purposes.Lessee represents that the premises may be lawfully used for such purposes. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges the premises are in good order and repair, unless otherwise noted herein. Lessee shall at his own expenses and in his own time maintain the premises in good and safe condition. Including plate glass, electrical wiring, plumbing and heating installations and any other systems or equipment uppon the premises. And shall surrender the same at termination in as good, condition as when received, excluding normal wear and tear accepted. Lessee shall be responable for any repairs required. ALTERATIONS: lessee shall not make alterations additions or improvements in, to or about the premises without first receiving written consent from the lessor. ORDINANCES AND STATUTES, Lessee shall comply with all ordinances and requirements of al1 municipality state and federal authorities now in force or which may hereafter be in force pertaininq to the premises. ASSIGNMENT AND SUBLETTING. Lessee shall not assign or sublet any portion of the premises without the prior written consent of the lessor. Ant such assingment without consent shall be considered void and at the option of the lessor may terminate this lease. UTILITIES. All applications necarcerry for utility services on the premisis shall be made in the name of the lessee only.Lessee shall be soley responable for the service fees as they become due, including those for telephone services. ENTRY AND INSPECTION. Lessee shall permit lessor or lessor's agents to enter the premisis at reasonable times and with reasonable notice for the purpose of inspecting the premises and will permit the lessor at any time within 60 days of the expiration of this lease allow the lessor to display the usual "to let" or "for lease" signs and permit persons desiring to lease the same to inspect the premises thereafter. POSSESSION. If the lessor is unable to deliver possession of the premises at commencment hereof, lessor shall not be responable for any damage thereby,nor shall this lease be void or voidable.But lessee shall not be responable for an rent until the premises are delivered. Therte will be a proration of the rent and the balance due will be ajusted in the first months rent. Lessee may terminate this lease if the delivery of the premisis has not been made with in three days of the commencment of the term hereof. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or injury to the lessee, or any other person, or any property occuring on the demised premises or any part thereof. And lessee agree to hold the lessor harmless for any claim for damages, no matter how caused. INSURANCE. Lessee shall at his expense maintain plate glass and other public liability insurance including bodily injury and property damage with minimum coverage as follows: lessee shall provide lessor with a certificate of insurance showing the lessor as additional insured, The certificate shall provide a ten day written notice in the event of cancellation or any material change of coverage. To the maximum extent permitted by insurance policies which may be owned by the lessee or lessor. For the benefit of each other waive any and all rights of subrogation which otherwise might exsist. EMINENT DOMAIN. If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the building in which the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease. LESSORS REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or any additional rent, or defaults in the performance of any of the other covenant's hereof the lessor may give lessee notice of such default and If lessee does not cure any such default within seven days, after such notice or if such other default is of such nature that it cannot be completely cured within such period, if lessee does not commence such curing within seven days and proceed with reasonable diligence in good faith to cure the default then the lessor may terminate this lease on not less than seven days notice to the lessee.On the date specified in such notice the term of this lease shall terminate and then the lessee shall quit and surrender the premises to lessor but the lessee shall remain liable as hereinafter provided. If this this Iease shall have been terminated by lessor,lessor may at any time thereafter resume possession of the premises by any lawful means and remove lessee or other occupants and their effects, no failure to enforce any term shall be deemed. SECURITY DEPOSIT, lessee shall deposit with lessor on signing of this lease the sum of $750.00 dollars for the performance lessee's obligations under this lease including without limitation, the surrender of possession of the premises to lessor as herein provided, If lessor applies any part of the deposit to cure any default of lessee, lessor shall on demand deposit with Lessor the amount so applied, so that lessor shall have the full deposit on hand at all times the term of this lease At the signature of this present Lease agreement by both parties the tenant will also pay the first and the last months rent together with the rent deposit for a total of three months rent. In the event there is any tax increase during the term of this lease in the City or County or estate taxes over and above the amount of such taxes assessed the tax year during which the term of this lease commences whether because of increased rate or valuation lessee upon presentation of paid tax bills an amount equal 50% of the increase in taxes upon the land and building in which the leased premises are situated In the event that taxes are accessed for a tax year extending beyond the term of this lease the oblIgation of Lessee shall be proportionate portion Of the lease term included in such year COMMON AREA EXPENSES In the event the demised premises are situated in a shopping center or in a commercial building in which there are common areas, Lessee agrees to pay his pro-rated share maintainance taxes and insurance for the common area. ATTORNEY'S FEES. In case a suit should be brought for the recovery of The premises or for any sum due hereunder or because of any act which may arise out of possession of the premises by either party the prevailing party shall be entitled to all costs incurred in connection with such action including a reasonable Attorney's fee. WAIVER. No failure of lessor to enforce any term hereof shall be deemed to be a waiver. NOTICES. Any notice which either party may, or is required to give, shall be given by mailing the same, postage prepaid to the lessee at the premises, or lessor at the address first written. Or at such other places as may be determined from time to time. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to the benefit of the heirs, assigns and successors in the interest to the parties. OPTION TO RENEW. Provided that the lease is not in default in the performance of this lease, lessee shall have the option to renew the lease for an additional term of 12 months from the expiration of the initial lease term. All of the terms of the lease shall apply during the renewal the monthly rent shall be the sum of $840.00. Including taxes. The option shall be exercised by written notice given to the lessee not less than 60 days prior to the expiration of the intial lease term.If notice is not given in the manner provided herein within the time specified. This option shall expire. Any extention of this lease must be in writing from the Landlord. SUBORDINATION. This lease is and shall be subordinted to all existing loans and future loans and encumbrances against the property. RADON GAS. As required by law, Landlord makes the the following disclosure: Radon gas is a naturally occuring radioactive gas that when it has accumulated: In sufficient quantities, may present health risks to are exposed to it overtime levels that radon gas that exceed Federal and State guidelines have been found in building.:-Florida Additional information regarding radon and radon testing may be obtained from your country public health unit ENTIRE AGREEMENT. The foregoing constitutes entire agreement between the parties and may be modified only in writing signed by both parities, EX-10.6 12 doc11.txt STOCK PURCHASE AGREEMENT - CASINO 1 Asset purchase agreement PURCHASE AGREEMENT -------------------- between INVICTA GROUP INC. As the Buyer and CASINO RATED PLAYERS, INC RATED PLAYERS, INC As the Seller JULY 15, 2002 PURCHASE AGREEMENT AGREEMENT entered into as of July 15th 2002, by and between INVICTA GROUP INC., a Nevada corporation (the "Buyer"), CASINO RATED PLAYERS, INC a Florida ------- Corporation and WILLIAM FORHAN, an individual; collectively (the "Sellers"), --------- WHEREAS, the Sellers, among other things, owns a website, owns it's domain name, a database of 14,000 Players; and is a liscensed Casino Rep. in the state of Nevada and the Bahamas Islands. WHEREAS, the Sellers desires to sell and the Buyer desires to purchase the stock of the Sellers, upon the terms and conditions hereinafter set forth; and WHEREAS, William Forhan is the majority shareholder of the Sellers. NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. DEFINITIONS. ------------ "Acquired Assets": means all of the right, title, and interest that the ------------------- Sellers possesses and has the right to transfer in and to those assets identified on Schedule A hereto. "Buyer" : means Invicta Group Inc. as set forth in the preface above. ----------------- "Intellectual Property" : means (a) all inventions (whether patentable or ------------------------ unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium). "Sellers": means Casino Rated Players, Inc and William Forhan. ---------- "Stock" :means all shares issued to Casino Rated Players, Inc shareholders. --------- Stockmeans all shares issued to Casino Rated Players, Inc shareholders. "Website": means internet site promoting business of Casino Rated Players -------- 2. BASIC TRANSACTION. ----------------------- (a) Purchase and Sale of Stock. On and subject to the terms and ------------------------------- conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Stock, for the consideration specified below . 2) Purchase Price. The purchase price for the Stock (the "Purchase ----------------- --------- Price") shall be the sum of 15,651,000 shares of common stock in Invicta Group Inc. 3) Accrued Compensation: $70,000 will be accepted as a accounts payable ---------------------- transaction and listed on Invicta's Balance Sheet. (d) Deliveries at the Closing. At the Closing, (i) the Seller will --------------------------- deliver to the Buyer the various customer lists and website codes; (ii) the Buyer will deliver to the Seller the stock certificates. (e) Allocation. The Parties agree to allocate the Purchase Price (and all ----------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with (GAAP). 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and ------------------------------------------------- warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except to the extent set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The ---------------------- Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3. (a) Organization of the Seller. The Seller is a corporation duly ------------------------------ organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Seller has full power and authority ------------------------------- (including full corporate power and authority) to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and, to the extent required under applicable law, the Stockholders of Seller, has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the charter or bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice to consummate the transactions contemplated by this Agreement. (d) Intellectual Property. ----------------------- (i) To the extent that the Acquired Assets include Intellectual Property of the Seller, such Intellectual Property is owned by the Seller free and clear of all Security Interests. (ii) No Intellectual Property of the Seller included in the Acquired Assets has been licensed to any third party. (iii) No Intellectual Property of the Seller included in the Acquired Assets is the subject of an application to register, or of a registration, with any Federal or State authority. (iv) To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or violated any material Intellectual Property rights of the Seller included in the Acquired Assets. 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and --------------------------------------------- warrants to the Seller that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except to the extent set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4. (a) Organization of the Buyer. The Buyer is a corporation duly ----------------------------- organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Buyer has full power and ------------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform their respective obligations hereunder and thereunder. This agreement constitutes the valid and legally binding obligations of the Buyer, as the case may be, enforceable in accordance with their terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject. 5. PRE- CLOSING COVENANTS. ------------------------ (a) General. Each of the Parties will use its reasonable best efforts -------- to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (b) Notices and Consents. Each of the Parties will give any notices ----------------------- to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(c) and Section 4(c) above. (c) Operation of Business. The Seller will not engage in any practice, take ---------------------- any action, or enter into any transaction outside the Ordinary Course of Business the primary purpose or effect of which will have a material adverse effect on the Acquired Assets or the transactions contemplated hereby. (d) Exclusivity. The Seller will not solicit, initiate, or encourage ------------ the submission of any proposal or offer from any Person relating to the acquisition of all or a portion of the Acquired Assets (including any acquisition structured as a merger, consolidation, or share exchange). 6. CONDITIONS TO OBLIGATION TO CLOSE. -------------------------------------- (a) Conditions to Obligation of the Buyer. The obligation of the Buyer -------------------------------------- to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) The Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) The Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iii) is satisfied in all respects; (v) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6 (a) if it executes a writing so stating at or prior to the Closing. (b) Conditions to Obligation of the Seller. The obligation of the -------------------------------------------- Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 6 (b) if it executes a writing so stating at or prior to the Closing. 7. POST-CLOSING COVENANTS. ------------------------ (a) Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this Agreement , the Buyer will: (i) punctually, in accordance with the terms hereof , pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings; (v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller; (vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and (b) Negative Covenants of Buyer. For so long as the Buyer has any ---------------------------- outstanding obligations under this Agreement , the Buyer will not, without the prior written consent of the Seller: (i) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (ii) sell, assign or otherwise dispose of any of the Acquired Assets which is comprised of Intellectual Property as defined in Section 1; 3) Affirmative Covenants of Sellers. Provided that an Event of Default -------------------------------------- has not occurred , the Sellers grant to Buyer the right of first refusal to obtain an irrevocable, nonexclusive, nontransferable right and license to make, use and sell any new product or products. 8. INDEMNIFICATION. ---------------- 1) Indemnification by the Buyer. Subject to the provisions of Section 8 (c) ----------------------------- hereof, the Buyer , jointly and severally, hereby indemnify and hold harmless the Seller s and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by the Buyer in this Agreement or any other agreement. (b) Indemnification by the Seller. The Seller hereby indemnifies and -------------------------------- holds harmless the Buyer and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any Damages arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by the Seller s in this Agreement or in any agreement, certificate or document delivered by the Sellers pursuant to this Agreement, (ii) any breach by the Sellers of any covenant or obligation of the Sellers in this Agreement or in any other agreement, document or certificate contemplated by this Agreement, or (iii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with the Sellers (or any person acting on its behalf) in connection with any of the transactions contemplated hereby. (c) Time Limitations. No party to this Agreement shall have any ------------------ liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the date hereof, unless notice of any such liability is provided on or before twelve (12) months from the date hereof. 9. MISCELLANEOUS. -------------- (a) Survival of Representations and Warranties. All of the ----------------------------------------------- representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of one year. (b) No Third-Party Beneficiaries. This Agreement shall not confer any ------------------------------ rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (c) Entire Agreement. This Agreement (including the documents referred to ------------------ herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof. (d) Succession and Assignment. This Agreement shall be binding upon ---------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party. (e) Counterparts. This Agreement may be executed in one or more ------------- counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. (f) Headings. The section headings contained in this Agreement are --------- inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (g) Notices. All notices, requests, demands, claims, and other -------- communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Seller: Casino Rated Players, Inc. - -------------------- 1000 S. Ocean Blvd. # 16F Pompano Beach, Fl. 33062 Facsimile No: 954 785 1508 Attn: William Forhan,CEO If to the Buyer: Invicta Group, Inc. ------------------- 9553 Harding Avenue Miami Beach, FL 33154 Facsimile No.: (305) 866-3858 Attn:David Scott, PresidenT Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), and such notice, request, demand, claim, or other communication shall be deemed to have been duly given (i) three days following delivery to an authorized United States Postal Office receptacle, (ii) upon facsimile transmission, provided that electronic confirmation of receipt is retained by the transmitting party, or (iii) upon receipt, if by personal delivery. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. 8) Governing Law; Arbitration. This Agreement shall be governed by and ----------------------------- construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. In the event of any dispute between the parties arising out of this Agreement or the transactions contemplated hereby, such dispute shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association (the "Arbitration"). 9) The Arbitration shall be conducted (i) in Miami-Dade County, Florida if instituted by the Buyer, or (ii) in Broward County ,Fl. if instituted by the Sellers, and heard by three arbitrators, one of whom shall be selected by each party, with the third arbitrator being selected by agreement of the two arbitrators selected by the parties. The determination of the arbitrators shall be final and binding upon the parties and judgment on the award may be entered in any court of competent jurisdiction. (i) Amendments and Waivers. No amendment of any provision of this ------------------------- Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Sellers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. (j) Severability. Any term or provision of this Agreement that is invalid ------------- or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. (k) Expenses. Each of the Buyer and the Sellers will bear its own --------- costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. (l) Construction. The Parties have participated jointly in the ------------- negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. ***** IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date July 15,2002 INVICTA GROUP, INC. /s/ David Scott, President By: ______________________ David Scott, President CASINO RATED PLAYERS, INC. /s/ William Forhan, CEO By: ______________________ William Forhan, CEO /s/ William Forhan, CEO By: ______________________ William Forhan, individually SCHEDULE A ACQUIRED ASSETS --------------- 1. Casino Rated Players Website 2. 14,500 database of customers 3. Furniture and Equipment 4. Casino Rep License in Bahamas, Nevada, Caribbean Islands EX-10.7 13 doc12.txt ASSET PURCHASE - INNOVAPP Asset purchase agreement ASSET PURCHASE AGREEMENT BETWEEN INVICTA GROUP INC. AS THE BUYER AND S THE SELLER JULY 28 2002 13 ASSET PURCHASE AGREEMENT AGREEMENT entered into as of , by and between INVICTA GROUP, INC., a Nevada corporation (the "Buyer"), Innovapp Inc. a California corporation (the ------- "Seller"),. The Buyer, the Seller are referred to collectively herein as the "Parties." WHEREAS, the Seller, among other things, owns and distributes software; and WHEREAS, the Seller desires to sell and the Buyer desires to purchase, certain of the Assets of the Seller, as more particularly identified on Exhibit A hereto (the "Assets"), upon the terms and conditions hereinafter set forth; and NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. DEFINITIONS. ------------ "Acquired Assets" means all of the right, title, and interest that the ------------------ Seller possesses and has the right to transfer in and to those assets identified on Schedule A hereto. "Buyer" Invicta has the meaning set forth in the preface above. ------- "Intellectual Property" means (a) all inventions (whether patentable or ------------------------ unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium). "Royalty" has the meaning set forth in Section 5(a), and shall be governed by - --------- the provisions of Section 5. "Seller" has the meaning set forth in the preface above. - -------- 2. BASIC TRANSACTION. - ----------------------- (a) Purchase and Sale of Assets. On and subject to the terms and -------------------------------- conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets, for the consideration specified below. (b) Purchase Price. The purchase price for the Acquired Assets (the ---------------- "Purchase Price") shall be the sum of 2,000,000 shares of common stock in --------------- Invicta Group Inc. Under subsection A below. (c) Deliveries at the Closing. At the Closing, (i) the Seller will ----------------------------- deliver to the Buyer the various codes and other software; (ii) the Buyer will deliver to the Seller the stock certificates. (d) Allocation. The Parties agree to allocate the Purchase Price (and ----------- all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with (GAAP), General Acceptable accounting principals. 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. -------------------------------------------------- The Seller represents and warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except to the extent set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs ------------- corresponding to the lettered and numbered paragraphs contained in this Section 3. (a) Organization of the Seller. The Seller is a corporation duly ------------------------------ organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Seller has full power and ------------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and, to the extent required under applicable law, the Stockholders of Seller, has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the charter or bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition of the Seller taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. (d) Intellectual Property. ----------------------- (i) To the extent that the Acquired Assets include Intellectual Property of the Seller, such Intellectual Property is owned by the Seller free and clear of all Security Interests. (ii) No Intellectual Property of the Seller included in the Acquired Assets has been licensed to any third party. (iii) No Intellectual Property of the Seller included in the Acquired Assets is the subject of an application to register, or of a registration, with any Federal or State authority. (iv) To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or violated any material Intellectual Property rights of the Seller included in the Acquired Assets. (v) The Intellectual Property does not interfere with, infringe upon, misappropriate, or violate any material intellectual property right or rights (including, without limitation, patent, trademark, trade dress, trade secrets or copyright) of any third party. 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and --------------------------------------------- warrants to the Seller that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except to the extent set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4. (a) Organization of the Buyer. The Buyer is a corporation duly organized, ---------------------------- validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Buyer has full power and ------------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform their respective obligations hereunder and thereunder. This agreement constitutes the valid and legally binding obligations of the Buyer, as the case may be, enforceable in accordance with their terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject. 5.THE ROYALTY. ------------- (a) Payment of Royalty. Payment of the Royalty described in Section 2(c) --------------------- shall be accounted for and paid monthly, within twenty (20) days after the close of each month commencing August 2002.To the extent that an adjustment is required to be made to a previous payment by the Buyer due to a return of Travel related software products, such adjustment shall be made and accounted for on the next subsequent sales statement. The Royalty shall be paid to the Seller at its address set forth in Section 10(g) hereof, or to such other address as may be specified by the Seller in accordance with said Section 10(g). (b) Sales Statements. The Buyer shall deliver to the Seller, at the ------------------ time each Royalty payment is due, a statement signed by a duly authorized officer of the Buyer certifying (a) the amount of Gross Revenues made during the monthly period covered by such Royalty payment; and, (b) the basis for computation of the amount of the Royalty included in such statement. Such statement shall be furnished to the Seller whether or not any Travel related software products have been sold during the month for which such statement is due. (c) Books and Records; Right to Audit. The Buyer shall prepare and -------------------------------------- maintain complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) covering all transactions required to be reported to the Seller under this Agreement. Subject to the provisions of Section 5(d) below, at the Seller's sole cost, the Seller and its duly authorized representatives have the right, upon reasonable notice (but no more than once per calendar year), during regular business hours at the Buyer's principal offices in Miami Beach FL, for the duration of the period during which the Royalty is payable and for five (5) years thereafter, to audit said books of account and records of the Buyer and examine all other documents and materials in the possession or under the control of the Buyer with respect to matters which are required to be reported to the Seller under this Agreement within three (3) years after the end of each year during the term of this Agreement, and to make extracts and copies thereof. The Buyer's accounting records of sales and shall be maintained separately from the Buyer's accounting records relating to other items manufactured or sold by the Buyer. All such books of account, records and documents shall be kept available by the Buyer for at least five (5) years after the end of each year to which they relate. In connection with any audit or examination pursuant to this paragraph, the Seller and its duly authorized representatives shall have the right to examine and inspect the Buyer's physical inventory of Travel related software products, wherever same is kept. The Seller shall have a period of time of six (6) months following the close of any audit to assert any claims for discrepancies. Any claims not asserted within the six-month period following the close of any audit will be barred. (d) Reimbursement of Audit Expenses: If, as a result of any audit of --------------------------------- the Buyer's books and records, it is shown that the Buyer's Royalty payments were less than the amount which should have been paid by an amount equal to three percent (3%) or more of the payments actually made with respect to Gross Revenues occurring during the period in question, the Buyer shall reimburse the Seller for the cost of such audit and shall make all payments required to be made to eliminate any discrepancy revealed by said audit within thirty (30) days after the Seller's demand therefore. Any request for payment shall be accompanied by a detailed report setting forth the deficiency. The Buyer shall promptly repay to the Seller any overpayment such audit reveals. (e) Travel related software products. The parties acknowledge that ---------------------------------- certain of the Travel related software products are products created and copyrighted by the Seller and/or its affiliates. While the Seller is the legal owner of the Travel related software products and is transferring all of its right, title and interest in the Travel related software products to the Buyer, it is the intention of the parties that the Buyer will use its good faith efforts to diligently sell, market and distribute the Travel related software products, itself and/or through third parties. Towards this end, it is anticipated that the Buyer will, itself or through others, manufacture additional Travel related software products. 6. PRE- CLOSING COVENANTS. ------------------------ (a) General. Each of the Parties will use its reasonable best efforts -------- to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement. (b) Notices and Consents. Each of the Parties will give any notices ----------------------- to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(c) and Section 4(c) above. (c) Operation of Business. The Seller will not engage in any practice, ---------------------- take any action, or enter into any transaction outside the Ordinary Course of Business the primary purpose or effect of which will have a material adverse effect on the Acquired Assets or the transactions contemplated hereby. (d) Exclusivity. The Seller will not solicit, initiate, or encourage ------------ the submission of any proposal or offer from any Person relating to the acquisition of all or a portion of the Acquired Assets (including any acquisition structured as a merger, consolidation, or share exchange). 7. Conditions to Obligation to Close. -------------------------------------- (a) Conditions to Obligation of the Buyer. The obligation of the Buyer -------------------------------------- to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) The Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) The Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a) (i) - (iii) is satisfied in all respects; (v) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing. (b) Conditions to Obligation of the Seller. The obligation of the -------------------------------------------- Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Closing. 8. POST-CLOSING COVENANTS. ------------------------ (a) Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this Agreement, the Buyer will: (i) Punctually, in accordance with the terms hereof, pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings; (v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller; (vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and (vii) use its good faith efforts to promote, sell, market and distribute the Travel related software products so as to maximize amounts payable to the Seller pursuant to Section 2(c) hereof. (b) Negative Covenants of Buyer. For so long as the Buyer has any ------------------------------- outstanding obligations under this Agreement, the Buyer will not, without the prior written consent of the Seller: (i) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (ii) sell, assign or otherwise dispose of any of the Acquired Assets which is comprised of Intellectual Property as defined in Section 1; (c) Affirmative Covenants of Sellers. Provided that an Event of Default - --- ------------------------------------- has not occurred , the Seller hereby grant to Buyer the right of first refusal to obtain an irrevocable, nonexclusive, nontransferable right and license to make, use and sell any new product or products hereafter developed by Henry Marentes, Seller or its affiliates under terms and conditions which the parties may agree, to be negotiated in good faith. (c) 9. INDEMNIFICATION. ---------------- (a) Indemnification by the Buyer. Subject to the provisions of Section ----------------------------- 9(c) hereof, the Buyer, jointly and severally, hereby indemnify and hold harmless the Seller and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by the Buyer in this Agreement or any other agreement, certificate or document delivered by the Buyer pursuant to this Agreement; (ii) any breach by the Buyer of any of their respective covenants or obligations in this Agreement, the Buyer Note, the Guaranty or in any other agreement, document or certificate delivered by the Buyer pursuant to this Agreement; and/or (iii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with the Buyer (or any person acting on its behalf) in connection with any of the transactions contemplated hereby. (b) Indemnification by the Seller. The Seller hereby indemnifies and -------------------------------- holds harmless the Buyer and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any Damages (defined in Section 9(a) above) arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by the Seller in this Agreement or in any agreement, certificate or document delivered by the Seller pursuant to this Agreement, (ii) any breach by the Seller of any covenant or obligation of the Seller in this Agreement or in any other agreement, document or certificate contemplated by this Agreement, or (iii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with the Seller (or any person acting on its behalf) in connection with any of the transactions contemplated hereby. (c) Time Limitations. No party to this Agreement shall have any ------------------ liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the date hereof, unless notice of any such liability is provided on or before twelve (12) months from the date hereof. 10. MISCELLANEOUS. -------------- (a) Survival of Representations and Warranties. All of the representations -------------------------------------------- and warranties of the Parties contained in this Agreement shall survive the Closing for a period of one year. (b) No Third-Party Beneficiaries. This Agreement shall not confer any ------------------------------- rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (c) Entire Agreement. This Agreement (including the documents referred ----------------- to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof. (d) Succession and Assignment. This Agreement shall be binding upon ---------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party. (e) Counterparts. This Agreement may be executed in one or more ------------- counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. (f) Headings. The section headings contained in this Agreement are --------- inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (g) Notices. All notices, requests, demands, claims, and other -------- communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Seller: Innovapp Inc. -------------------- 9855 Erma Road # 135 San Diego, CA 92131 Facsimile No.: (858) 586-9965 Att: Henry Marentes, President If to the Buyer: Invicta Group, Inc. ------------------- 9553 Harding Avenue Miami Beach, FL 33154 Facsimile No.: (305) 866-3858 Att: David Scott, President Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), and such notice, request, demand, claim, or other communication shall be deemed to have been duly given (i) three days following delivery to an authorized United States Postal Office receptacle, (ii) upon facsimile transmission, provided that electronic confirmation of receipt is retained by the transmitting party, or (iii) upon receipt, if by personal delivery. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. (h) Governing Law; Arbitration. This Agreement shall be governed by and --------------------------- construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. In the event of any dispute between the parties arising out of this Agreement or the transactions contemplated hereby, such dispute shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association (the "Arbitration"). The Arbitration shall be conducted (i) in Miami-Dade County, Florida if instituted by the Buyer, or (ii) in San Diego, California if instituted by the Seller, and heard by three arbitrators, one of whom shall be selected by each party, with the third arbitrator being selected by agreement of the two arbitrators selected by the parties. The determination of the arbitrators shall be final and binding upon the parties and judgment on the award may be entered in any court of competent jurisdiction. (i) Amendments and Waivers. No amendment of any provision of this ------------------------- Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. (j) Severability. Any term or provision of this Agreement that is ------------- invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. (k) Expenses. Each of the Buyer and the Seller will bear its own costs --------- and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. (l) Construction. The Parties have participated jointly in the ------------- negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. (m) Incorporation of Exhibits and Schedules. The Exhibits and -------------------------------------------- Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. ***** IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. INVICTA GROUP, INC. /s/ David Scott By: ______________________ David Scott, President INOVAPP INC. /s/ Henry Menetes __________________ By: Henry Menetes Title: President SCHEDULE A ACQUIRED ASSETS --------------- INTRODUCTION TO INNOVAPP TRAVEL PRODUCT SUITE TRAVEL RELATED SOFTWARE PRODUCTS ENTRY 2002 The fare database management system for loading and maintenance of complex net fares. Travel related software product Entry splits the loading process into 4 modules, which are Rule, Routing, Fare and Ticket. RULE MODULE Loading of principal conditions and rules of a contract. The following information, among others, can be loaded: - - General Mark-up Systems - - Airlines - - Fare types (IT, PEX, etc.) FARE MODULE The fare module creates the prices. After entering city pairs or groups of city pairs with the appropriate fares, rule and routing modules are linked to the fare sheets. Intelligent functionalities, such as recalculate all fares enable the user to change all fares, rules and routing in a database with just 3-4 mouse clicks. This guarantees fast and flexible loading. The following criteria will be checked by the Automation in an ideal working environment: - - Finding the cheapest fare - - Minimum and maximum stay within a fare - - Stopover - - Via-listing - - Combinations / Open jaws - - Seasonality - - Code sharing - - Defining the point of turnaround on roundtrips - - Free segments within a routing - - Etc. TRAVEL RELATED SOFTWARE PRODUCTS QUERY Travel related software products Query are the counterparts to Travel related software products Entry to ensure fast and easy fare retrievals. THE FOLLOWING SEARCH CRITERIA ARE SUPPORTED: - - Various origins, single destination - - Departure date +- search tolerance - - Stay or return flight - - Airlines or groups of airlines - - Stopovers - - Roundtrip, One ways, Single-Open jaw, Double-Open jaw - - Cabin classes (Economy, Business, First) - - Rail & Fly - - Passenger-Types (Youth, Seniors, Partner, etc.) The result will be displayed even on slow LANs and PCs within seconds. All necessary information, such as feeder, long haul, add-on, stopovers, vias, price (marked up or net) will be shown. Additional information is simply one mouse click away in the remark section to show reductions, taxes, rebooking fees, etc. AVAILABILITY AND BOOKINGS Travel related software products Query comes with a Worldspan CRS interface, which supports links into a CRS via a CRS plug in. This enables availability checks and booking directly from the fares screen. The booking functionality supports all relevant information and is completely controllable with your mouse. EX-10.8 14 doc13.txt PROMISSORY NOTE - FORHAN PROMISSORY NOTE September 30 2002 Miami Beach, FL $320,671.00 FOR VALUE RECEIVED, the undersigned, Invicta Group Inc, (hereinafter collectively called the "Maker"), promises to pay to the order of William G. Forhan (hereinafter called the "Holder"), in lawful money of the United States of America the sum of THREE HUNDRED AND TWENTY THOUSAND SIX HUNDRED AND SEVENTY ONE DOLLARS ($320,671.00) together with no interest on the outstanding principal balance from the date hereof until maturity. This note shall be payable at Miami Beach or such other address as the Holder may designate in writing to Maker from time to time. Principal of this note shall be due and payable on the first month after the company has received one million dollars of equity funding. The payment will be $17,815.00 per month for the next eighteen months. Holder has made no representations to Maker, Express or Implied, that the Holder will extend or postpone the due date of this note or provide maker with any other loan or alternative financing with respect to the payment due on the maturity date. If any installment or payment of principal or interest of this note is not paid when due; or if Maker shall file for relief under any chapter of the U.S. Bankruptcy code; or if any involuntary petition under the U.S. Bankruptcy Code shall be filed against Maker and a Court of competent jurisdiction signs an order for relief against the Maker, or a receiver shall be appointed for, or take possession of the property of the Maker, or if the maker should be dissolved, wound up, liquidated or otherwise terminated, or if the Maker or any other liable party shall sell all or substantially all of its assets without written consent of Holder; or if a default occurs under any instrument now or hereafter executed in connection as security for this Note; or if Holder determines in its sole discretion that the financial responsibility of Maker has become unsatisfactory, thereupon (1) Holder may, at its option, deliver written notice of default to Maker, including a notice of intent to accelerate the unpaid amount of this Note, and (2) if Maker does not cure said default within ten (10) days of Maker's receipt of said notice, Holder may accelerate and declare to be due and payable all principal and accrued, unpaid interest on this Note. If this note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or a suit is filed hereon, or proceedings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay the Holder its collection costs, including reasonable attorney's fees. It is the intention of the maker and the holder to conform strictly to the applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then in that event, notwithstanding anything to the contrary in any agreement entered into in connection with or as security for this Note, it is agreed as follows; (1) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted or received under this Note or under any of the aforesaid agreements or otherwise in connection with this Note shall under any circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this Note by the Holder hereof (or if this Note shall have been paid in full, refunded to the Maker);and (11) in the event that maturity of this Note is accelerated by reason of an election by the Holder hereof resulting in any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in the Note or otherwise shall be cancelled automatically as of such date of such acceleration or prepayment and, if theretofore prepaid, shall be credited on this Note (or if this Note shall have been paid in full, refunded to the Maker). Maker reserves the option of prepaying the principal of this Note, in whole or in part, at any time after the date hereof without any penalty. All payments hereunder, whether designated as payments of principal or interest, shall be applied to principal, interest or payment of expenses provided herein, or any combination of the foregoing, as directed by the Holder of this Note at its option. Unless otherwise specified below this note shall be construed under the laws of The State of Florida (including any applicable federal law). Maker: /s/ Richard David Scott - ------------------------- Richard David Scott. C.O.O. Invicta Group Inc EX-10.9 15 doc14.txt CONSULTING AGREEMENT - PINIZZOTTO MANAGEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is to be effective as of the 8th day of January 2003 for a term of 1 year by and between Invicta Group Inc., a Nevada corporation (the "Company" having its principal place of business at 9553 Harding Ave., suite 301, Miami, FL, 33154 and Frank Pinizzotto (the "Consultant"), having its principal place of business at 12547 66th St. North, Largo, FL 33773. The parties agree as follows: 1. ENGAGEMENT: Invicta Group Inc. hereby engages Consultant and Consultant hereby agree to render services to the Company as a management consultant, strategic planner and advisor. 2. DUTIES: During the term of this agreement Consultant shall provide advise to, undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure financial matters in connection with the operation of the business of the Company, expansion of services, stockholder relations, and shall review and advise the Company regarding its overall progress, needs, and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short range and long term -strategic planning to ------------------ fully develop and enhance the Company's assets, resources, products and services. (b) The implementation of a marketing program to assist the Company in broadening the markets for its business and services and remote the image of the Company and its business and services. (c) Assist the Company in monitoring of services provided by the Company's advertising firm, public relations firm and other professionals to be employed by the Company. (d) Advise the Company relative to the continued development of a customer relations program and to simulate interest in the Company by the institutional investors and other members of the financial community. (e) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company. (f) Advise and recommend to the Company additional services relation to the present business and services provided by the Company as well as new products and services that may be provided by the Company. (g) Present to the Company perspective acquisition targets. 3. TERM. The term of this consulting agreement shall be for a twelve (12) month period commencing on the date here of and terminating January 7,2004, unless renewed. 4. COMPENSATION. See attachment "A". 5. EXPENSES. Consultant shall be entitled to reimbursement by the Company of such reasonable out of pocket expenses as Consultant may incur in performing services under the Consulting Agreement. Any expense over $100.00 shall be approved in advance with the Company. 6. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, or use for its own benefit, during or after the term of this Consulting Agreement, any trade secrets or other information designated as confidential by the Company which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Consultant. Invicta Group Inc., its agents or assigns hereby agree expressly that they - directly or indirectly, for itself, or through its representatives, agents, employees, or affiliates will not pursue a transaction with any introduced party acknowledged by the Company as an Agent of Consultant, financing or collateral sources, restructures, registered or non registered stock transaction, or securitized structures, independent of Consultant, unless the Company has a written commitment prior to the introduction. 7. INDEMNIFICATION. Invicta Group Inc., its agents or assigns hereby agree to indemnify and hold Consultant harmless from and against all losses, claims, damages, liabilities, costs of expenses (including reasonable attorney's fees, collectively the Liabilities) joints and several, arising of the performance of this Consulting Agreement, whether or not Consultant is a party of such dispute. This indemnity shall not apply, however, and Consultant shall indemnity and hold the Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder which gave rise to the losses, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination, the indemnification and reimbursement provision of this Consulting Agreement shall apply and the Company shall perform its obligation there under to reimburse Consultant for its expenses.) The provision of this Paragraph 7 shall survive the terminating and expiration of this Consulting Agreement. 8. INDEPENDENT CONTRACTOR. Consultant and the Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold itself out as, nor shall it take any action from which others might infer, that is an agent of or a joint venture of the Company. 9. NOTICES. Any notice to be given to Invicta Group Inc., and the Consultant under the terms of this Agreement may be delivered personally, by telecopy, telex or other form of written electronic transmission, or by registered or certified mail, postage prepaid, and shall be addressed as follows: If to Invicta Group Inc: Invicta Group Inc. 9553 Harding Ave., suite 301 Miami, FL, 33154 If to Consultant: Frank Pinizzotto 12547 66th Street North Largo, FL, 33773 Either party may hereafter notify the other in writing of any change in address. An notice shall be deemed duly give (a) when personally delivered, (b) when telecopied, telexed or transmitted by other form of written electronic transmission, or (c) on the third day after it is mailed by registered mail or certified mail, postage, prepaid, as provided herein. 10. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the parties. This Consulting Agreement cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all parties. This Consulting Agreement shall be governed b the laws of the State of Florida. In the event of any dispute as to the terms of this Consulting Agreement, the prevailing part in any litigation shall be entitled to reasonable attorney's fees. Please confirm that the foregoing correctly sets forth our understanding by signing the enclosed copy of this letter where provided and returning it to us at your earliest convenience. Bill Forhan Frank Pinizzotto Chief Executive Officer Consultant Invicta Group Inc. Accepted and Agreed to as of Accepted and Agreed to as of The 8th day of January 2003 The 8th day of January 2003 /s/ Bill Forhan /s/ Frank Pinizzotto By ____________________ By _____________________ Bill Forhan Frank Pinizzotto Attachment "A" 1. All fess to Consultant will be paid on the form of the Company's 144 common stocks. Underlying shares to be registered as soon as Company files SB-2 or any other registration. The annual fee will be paid in advance with 500,000 shares in above underlying stock. 2. Stock Options can be exercised at any time, and expire in 3 years. 50,000 Stock options of Invicta Group Inc. stock @ $.50 75,000 Stock options of Invicta Group Inc. stock @ $.75 100,000 Stock options of Invicta Group Inc. stock @ $.100 125,000 Stock options of Invicta Group Inc. stock @ $1.25 150,000 Stock options of Invicta Group Inc. stock @ $1.50 500,000 TOTAL 3. Invicta Group Inc. agrees to pay a consulting fee for any investor, which leads to venture capital for Invicta Group Inc. This shall be paid for in the form of 5% cash and 5% stock for individual investors. The company shall pay 5% stock for venture capital raised from a Broker Dealer. INVICTA GROUP INC. CONSULTANT /s/ Bill Forhan /s/ Frank Pinizzoto By: ________________ By: _______________ Bill Forhan Frank Pinizzoto Chairman of the Board Consultant EX-23 16 doc15.txt CONSENT OF AUDITORS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the use, in the registration statement on form SB-2 of Invicta Group, Inc. (the "Company"), of our report dated November 4, 2002, with respect to the financial statements of the company for the year ended December 31, 2001 and the nine months ended September 30, 2002 included in the registration statement, and to the reference to our firm under the caption "Experts" in the registration statement. /s/ Dreslin Financial Services - ------------------------------ Dreslin Financial Services Independent Certified Public Accountants Seminole, Florida January 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----