-----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, UaZ+BNuhajhgIWdcipRMsiLgf/cgFmzxpNEqbsjvqumOKe9DGC3igP1daesPvXCX bbnQXqE/H1mgFmBMKB/+TQ== 0001212570-06-000003.txt : 20060814 0001212570-06-000003.hdr.sgml : 20060814 20060814170517 ACCESSION NUMBER: 0001212570-06-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVICTA GROUP INC CENTRAL INDEX KEY: 0001212570 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-102555 FILM NUMBER: 061031755 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 10QSB 1 ivga10qsb063006d.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the 2nd Quarter ended June 30, 2006. OR [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to _________. Commission File Number: 333-102555 INVICTA GROUP INC. (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) Nevada 91-2051923 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2400 East Commercial Blvd. Suite 618 Ft. Lauderdale, FL 33308 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: 954-771-0650 Securities Registered Pursuant to Section 12(b) of the Act: Common Stock par value $.0001 per share Securities Registered Pursuant to Section 12(g) of the Act: None Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- QSB or any amendment to this Form 10-QSB. [ X ] The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the average of the closing bid and ask price of the Common Stock on the OTC Bulletin Board system on July 18, 2006 of $.0012, was approximately $815,653. Shares of Common Stock held by each officer and director and by each person who may be deemed to be an affiliate have been excluded. The number of shares of common stock outstanding as of July 18, 2006 was 679,711,589 INDEX TO FORM 10-QSB Page No. PART I ITEM 1. Financial Statements Balance Sheet 3 Statements of Operations 4 Statements of Cash Flows 6 Notes to Financial Statements 7 ITEM 2. Management's Discussion and Analysis 10 ITEM 3. Quantitative and Qualitative Disclosures on Market Risk 11 ITEM 4. Controls and Procedures 11 PART II ITEM 1. Legal Proceedings 11 ITEM 2. Changes in Securities 11 ITEM 3. Defaults Upon Senior Securities 11 ITEM 4. Submission of Matters to a Vote of Security Holders 11 ITEM 5. Exhibits 12 Signatures 12 2 PART I ITEM 1. FINANCIAL STATEMENTS INVICTA GROUP INC. CONSOLIDATED BALANCE SHEET June 30, 2006 (UNAUDITED) ASSETS Property and equipment, net of accumulated depreciation of $41,716 21,605 Other assets: Security Deposits 1,500 Advances to affiliates 39,845 Intangible assets, net of accumulated amortization of $ -0- 42,400 ----------------- Total Assets $ 105,350 ================= LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Notes payable and convertible debentures $ 612,127 Accounts payable and accrued liabilities 861,859 Accrued expenses and other liabilities 400,579 Deferred officer compensation 308,217 ----------------- Total current liabilities 2,182,782 Long-term debt Notes Payable - shareholders 250,810 ----------------- Total Liabilities 2,433,592 ----------------- Shareholder Deficit: Preferred stock series B par value $1.00 175,000 shares authorized; 175,000 issued and outstanding 175,000 Preferred stock series C par value $1.00 330,000 shares authorized; 330,000 issued and outstanding 330,000 Common stock, par value $ .0001, 1,000,000,000 shares authorized, 616,211,589 issued and outstanding 61,621 Additional paid in capital 3,469,127 Retained (Deficit) Accumulated (6,363,990) ----------------- Total Shareholder deficit (2,328,242) ----------------- Total Liabilities and Shareholders' Equity $ 105,350 ================= 3 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Three Months Ending Months Ending June 30, June 30, 2005 2006 -------------- -------------- Revenues earned $ 41,439 $ 51,700 Cost of sales 631 -------------- -------------- Gross profit 40,808 51,700 Selling, general, and administrative expenses 280,034 129,435 -------------- -------------- (Loss) from Operations before other income or expenses (239,226) (77,735) Other income and (expense) Interest income 566 183 Sale of Intangible Assets 10,000 Net loss $ (228,660) $ (77,552) =============== =============== Net loss per share weighted average share, basic and diluted ($0.001) ($0.000) =============== =============== Weighted average shares outstanding, basis and diluted 197,299,773 495,985,781 =============== =============== 4 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Six Six Months Ending Months Ending June 30, June 30, 2005 2006 -------------- -------------- Revenues earned $ 81,433 $ 76,761 Cost of sales 4,151 -------------- -------------- Gross profit 77,282 76,761 Selling, general, and administrative expenses 679,783 307,662 Asset impairment charge -------------- -------------- (Loss) from Operations before other income or expenses (602,501) (230,901) Other income and (expense) Interest income 566 183 Sale of Intangible Assets 10,000 -------------- -------------- Net loss $ (591,935) $ (230,718) =============== =============== Net loss per share weighted average share, basic and diluted ($0.003) ($0.000) =============== =============== Weighted average shares outstanding, basic and diluted 169,271,308 470,954,884 =============== =============== 5 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six Six Months Ending Months Ending June 30, June 30, 2005 2006 -------------- -------------- Cash flows from operating activities: Net income $ (591,935) $ (230,718) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,750 3,750 Amortization 8,250 Stock issued for services 178,970 64,500 Changes in assets and liabilities: Accounts receivable and prepaid expenses 12,970 (39,845) Other assets 28,794 (42,400) Accounts payable & accrued liabilities 120,713 18,200 -------------- -------------- (238,488) (226,513) -------------- -------------- Cash flows used in investing activities: Capital asset expenditures (6,880) (7,029) Cash flows used in financing activities: Proceeds from long term debt 97,000 235,500 Proceeds from sale of comon stock 157,500 29,600 Payments on long term debt (130,600) (30,261) -------------- -------------- 123,900 234,839 -------------- -------------- Net change in cash and cash equivalents (121,468) 1,297 Cash and cash equivalents, beginning of period 145,472 (1,297) -------------- -------------- Cash and cash equivalents, end of period $ 24,004 $ - =============== ============== Additional Cash Flow Information: Cash paid during the period for: Interest (non capitalized) =============== ============== IncomeTaxes $ 0 $ 0 =============== ============== Non-Cash Activities: Stock issued for acquisitions =============== ============== Stock issued for deferred compensation payable $ 175,000 Stock issued for stock subscriptions receivable $ 236,000 =============== ============== Stock issued for stock subscriptions receivable =============== ============== 6 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 UNAUDITED NOTE A. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries' annual report on Form 10-K for the year ended December 31, 2005. NOTE B. GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses of $6,364,000 since inception and the Company had negative working capital of $2,142,940 at June 30, 2006. These factors raise substantial doubt about the Company's ability to continue as a going concern. During the next 12 months, management believes that it will be able to generate cash sufficient to support its operations. Management believes that it can generate this cash and ultimately profits from advertising revenues on its website travelhotlink.com. Travel Hot Link has no involvement with the reservation; its revenues are generated from the Travel Supplier that advertises its travel products online. It is estimated that Travel Hot Link will reach a potential 40 million travel enthusiasts that are seeking travel bargains online. In addition to the assumption regarding increased revenues, in the 1st quarter of 2006, the Company's management has raised $235,000 in equity funding in 2006 from its securities purchase agreement with Golden Gate Investors, Inc. Management feels that its increase revenues from its Travel Hot Link web- site, its equity and financing plans will provide the working capital to allow it to continue as a going concern, however, there can be no assurances the Company will be successful in its efforts to secure additional equity funding, financing or attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. 7 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 UNAUDITED NOTE C. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2006 Common Stock Additional Paid Shares Amount in Capital Deficit Balance December 31, 2005 239,569,367 $ 23,957 $3,181,691 $(6,133,272) Stock issued for cash 36,766,000 3,677 25,923 Stock issued for legal and marketing services 57,654,000 5,765 53,735 Stock issued in exchange for Payment of convertible debentures 282,222,222 28,222 207,778 Net loss for the six months Ended June 30, 2006 ___________ ________ __________ (230,718) Balance June 30, 2006 616,211,589 $ 61,621 $3,469,127 $(6,363,990) NOTE D. INCOME PER SHARE Basic net loss per share was computed based on the weighted average shares of common stock outstanding and excludes any potential dilution. Diluted net loss per share reflects the potential dilution from the exercise or conversion of all dilutive securities, such as convertible debentures, into common stock and stock purchase options. The Company's outstanding convertible debentures and options are not included in the computation of basic or diluted net loss per share since they are anti-dilutive. At June 30, 2006 potentially dilutive securities consist of convertible debentures that could be converted into 450,000 common shares and options that could be converted into 3,882,656 common shares. NOTE E. CAPITAL LEASE The capital lease liability is for leased phone equipment for Aiplan that was to expire on March 31, 2005. Since the Company did not notify the lessor in writing of its intent to cancel the lease was automatically renewed for a period of two years. The lessor has confirmed receipt of a verbal cancellation notice, but is still contending no written cancellation was received. Because of this the Company is disputing this amount. Management has forwarded the Company's current financial information to the lessor's attorneys indicating that no assets exist to pay this liability, and since the operations of the Company have been ceased they have requested them to stop pursuing payment on this amount 8 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2006 UNAUDITED NOTE F. NOTES PAYABLE - SHAREHOLDERS Note payable to shareholders, uncollateralized, payable on the first month after the Company has received $1,000,000 in equity funding in monthly installments of approximately $20,000. Invicta is in default on the payments to shareholders due to a cash flow shortage. Shareholder recognizes default status and will accept 7% interest on note from 1/2/05 until paid in full. The Company plans to begin these payments as soon as the necessary cash flow is available which management expects to be in 2006. Therefore, the entire balance of $ 250,810 is classified as long-term debt for 2006 and $327,766 for 2005. Invicta owes seller of Airplan, Inc. $60,000, but does not intend to pay due to termination of employment contract. NOTE G. RELOCATION OF CORPORATE OFFICE Effective May 1, 2006, the Company has moved its headquarters from its office in Miami to a new office location in Ft. Lauderdale. The Company will lease its office space under a five-year, non-cancelable operating lease for approximately $3700 per month. Obligations under the non-cancelable operating leases are as follow: Year ending December 31, 2006 $ 29,600 2007 46,000 2008 48,400 2009 50,800 Thereafter 56,800 $ 231,600 NOTE H. INCREASE IN CAPITAL STOCK The Company adopted the Amendment to increase its authorized capital stock by authorizing an increase in Common Stock to 1 Billion shares of Common Stock and Preferred Stock to 50,000,000 shares. The majority stockholders of the Company as of February 8, 2005, have consented to the increase in authorized shares of Common Stock, which will became effective on February 28, 2005 (the "Effective Date"). NOTE I. SUBSEQUENT EVENT - STRATEGIC ALLIANCES The company entered into 2 strategic alliances, in an effort to increase revenues, profits and customer loyalty. Effective July 1, 2006 the Company entered into an agreement with ZDirect, Inc. an electronic customer relationship management company that creates profiles of e-mail databases. The company database will be broken down via state and personal interests (golfer, cruiser, gambler etc.). ZDirect will be managing Travel Hot Link's Email database daily. On July 11, 2006 the Company signed an agreement with IQWARE, Inc. IQWARE will be a reseller of Travel Hot Link's internet media to the 500 hoteliers that use the IQWARE software for internet reservations and marketing. 9 ITEM 2. Management's Discussion and Analysis or Plan of Operation. The following discussion and analysis should be read in conjunction with Invicta Group's consolidated financial statements included in this report. Results of Operations Revenues Revenues are net commission and fees, there are no cost of sale. Revenues for the quarter ended June 30, 2006 were $51,700 compared to revenues of $41,439 for the quarter ended June 30, 2005. The revenues in 2006 versus 2005 were generated from Internet Media Advertising vs. 2005 revenues were from airline commissions. Revenues for six months 2005 were $77,282 and six months 2006 were $76,761. Expenses The major components of expenses are general and administrative expenses. The three months ended June 30, 2006 major expenses were: Payroll $62,825; Internet design $18,489; Professional fees $5,269; the total G&A expenses for the quarter were $129,435 Net Losses Net loss for the quarter ended June 30, 2006 was ($77,552); loss per share: ($0.0001) compared to a net loss of ($228,660); loss per share ($0.001) for the quarter ended June 30, 2005. The six months losses were ($230,718); loss per share ($0.0001 ) for June 30, 2006 and ($591,935): loss per share ($0.003) for six months 2005. Airplan Inc Liability Invicta has a liability to the seller of Airplan Inc, a subsidiary of Invicta, totaling $400,000. The amount represents $340,000 for the purchase and $60,000 shareholder loan that was on the Balance Sheet acquired. Invicta does not plan to pay this liability due to the seller defaulting on a signed 5 year employment agreement causing the failure of the business. The seller departed after 7 months, resulting in the loss of airline contracts that represented over 50% of the companies revenue. Invicta has not heard from the Seller and has not proceeded with any legal action against the Seller to date. Funding 2nd Quarter 2006, the Company received additional equity advances of $92,600 and issued 115,750,000 shares. Invicta has received equity funding advances as of 6/30/06 totaling $492,527: Prepaid Warrant balance is $264,590 and Debenture balance is $227,937. Liquidity June 30, 2006 and 2005, Invicta Group's current ratios were (.048%) and (.02%) respectively. Invicta Group has not generated sufficient revenue in any period to carry its costs of operations. Invicta has derived its liquidity principally from the sale of stock. 10 Common Stock Issued 2006 Invicta issued 102,734,000 common shares in the 1st Quarter of 2006; 38,918,332 shares were issued for $40,500 consulting, 13,815,668 were issued for professionals fees of $14,000 and 50 million shares were issued to raise $43,000 equity funds. Invicta issued 2nd Quarter shares totaling 273,988,222; 5 million were for Legal fees and the balance were for payments of advanced equity funding. The total number of shares outstanding on 6/30/2006 were 616,211,589 Capital Resources Invicta needs additional capital invested in the company to assure survival. Invicta will need to increase revenues to a minimum of $45,000 per month to have positive cash flow and assure survival. Invicta source of working capital is generation of revenues and the sale of common stock. ITEM 3. Quantitative & Qualitative Disclosures on Market Risks We do not have any material risk with respect to changes in foreign currency exchange rates, commodities prices or interest rates. We do not believe that we have any other relevant market risk with respect to the categories intended to be discussed in this item of this report. Item 4. Controls and Procedures Invicta Group's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of Invicta Group's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of December 31, 2005, (the "Evaluation Date"), have concluded that, as of the Evaluation Date, Invicta Group's disclosure controls and procedures were effective to ensure the timely collection, evaluation, and disclosure of information relating to Invicta Group that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under the Act. There were no significant changes in Invicta Group's internal controls or in other factors that could significantly affect the internal controls subsequent to the Evaluation Date. PART II ITEM 1. Legal Proceedings None at this time ITEM 2. Changes in Securities None at this time ITEM 3. Defaults Upon Senior Securities None at this time Item 4. Submission of Matters to a Vote of Security Holders. None at this time 11 ITEM 5. Exhibits None at this time SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVICTA GROUP INC. By: /s/ William G. Forhan William G. Forhan Chief Executive Officer and President By: /s/ Richard David Scott Richard David Scott Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ William G. Forhan Chief Executive Officer, 8-7-06 William G. Forhan President and Director /s/ Richard David Scott Chief Operating Officer, 8-7-06 Richard David Scott Principal Accounting and Financial Officer and Director 12 EX-31 2 ivga10qsb063006ex311.txt Exhibit 31.1 CERTIFICATION Certification required by Rule 13a-14(a) or Rule 15d-14(a) Section 302 of the Sarbanes-Oxley Act of 2002 I, William G. Forhan, certify that: 1. I have reviewed this Quarter Report on Form 10-QSB of Invicta Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 8-7-06 By: /s/ William G. Forhan William G. Forhan President and Chief Executive Officer EX-31 3 ivga10qsb063006ex312.txt Exhibit 31.2 CERTIFICATION Certification required by Rule 13a-14(a) or Rule 15d-14(a) And under Section 302 of the Sarbanes-Oxley Act of 2002 I, Richard David Scott, certify that: 1. I have reviewed this Quarter Report on Form 10-QSB of Invicta Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 8-7-06 By: /s/ Richard David Scott Richard David Scott Chief Financial Officer EX-32 4 ivga10qsb063006ex321.txt Exhibit 32.1 CERTIFICATION Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 In connection with the Quarterly Report of Invicta Group, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William G. Forhan, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report. Date: 8-7-06 By: /s/ William G. Forhan William G. Forhan President and Chief Executive Officer EX-32 5 ivga10qsb063006ex322.txt Exhibit 32.2 CERTIFICATION Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 In connection with the Quarterly Report of Invicta Group, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard David Scott, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report. Date: 8-7-06 By: /s/ Richard David Scott Richard David Scott Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----