-----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, WBzppNkp8gOM8kOyajVKOiS0MO9hLwNMDia6b5eq3sRYzRFgvrIft9jXHp6znd++ RQpsIeV5/UMj+0P8HADDEw== 0001212570-07-000007.txt : 20070521 0001212570-07-000007.hdr.sgml : 20070521 20070521154133 ACCESSION NUMBER: 0001212570-07-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 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: 07867836 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 ivgr10qsb033107.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 1st Quarter ended March 31, 2007. 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 [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ 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 May 8, 2007 of $.008 was approximately $440,000. 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 May 10, 2007 was 60,793,488. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ] BACKGROUND OF CORPORATION Invicta Group Inc. is an Internet Media Company that offers a website known as Travel Hot Link www.travelhotlink.com. Travel Hot Link has a database of 40 million travel enthusiasts seeking discounted travel products: cruise vacations, airline tickets, hotel rooms car rentals, and packaged tours. Travel Hot Link offers Travel Suppliers a media to reach awareness of their discounts. We offer advertisers a number of advertising options: a weekly Email to a 10 million travel enthusiasts promoting 10 - 15 discounted travel products; a Custom Email to 2 - 10M travel enthusiasts; Banner ads and website listings to our website. The company is in a competitive marketplace that has companies with more experience, branded names, experienced sales forces, and better technology to reach the travel marketplace.. Invicta Group Inc started on 7/15/2002 as a private travel company that was specializing as an Airline Consolidator selling international airline tickets to the public; doing business as Don't Pay Full Fare.com Invicta became a public company in November 2003 and targeted an acquisition of an airline consolidator company that had over 12 years experience and multiple European Airline contracts. The company was acquired in February 2004 and the end of November 2004 the seller resigned, canceling his 5 year employment contract. The company lost agreements with the company's largest airline suppliers in less then one week; eliminating nearly 50% of the revenues. Invicta decided to close the air consolidator company and leave the slim margin business of Airline Consolidator in April 2005 due to losses that could not be overcome. Invicta management spent the balance of 2005 developing a new business plan and began focusing on the Internet Media marketplace as the new frontier to market travel products online. Today, Invicta Group Inc. acts as the holding company of subsidiary Travel Hot Link. Travel Hot Link began sending 10 million Emails weekly to travel enthusiasts on June 12 ,2006 generating $404,000 revenues for the balance of the year. Invicta acquired a travel tour operator on March 1, 2007, known as Maupintour. The company has been in business since 1951 offering upscale escorted tours to 50 countries. Revenues in 2006 exceeded $7,000,000. The company will be marketed by Invicta's Email database and the database of Maupintour Alumni of over 250,000 travelers. The attached information is an overview of the companies operations and financial status. 2 INDEX TO FORM 10-QSB Page No. PART I ITEM 1. Financial Statements 4 Balance Sheet 4 Statements of Operations 5 Statements of Cash Flows 6 Statement of Changes in Stockholders' Equity 7 Notes to Financial Statements 8 ITEM 2. Management's Discussion and Analysis 12 ITEM 3. Controls and Procedures 13 PART II ITEM 1. Legal Proceedings 14 ITEM 2. Changes in Securities 14 ITEM 3. Defaults Upon Senior Securities 14 ITEM 4. Submission of Matters to a Vote of Security Holders 14 ITEM 5. Other Information 14 ITEM 6. Exhibits 15 Signatures 16 3 Part I Item 1. Financial Statements INVICTA GROUP INC. CONSOLIDATED BALANCE SHEET March 31, 2007 (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $97,198 Accounts receivable $224,678 Prepaid expenses 90,712 ---------- Total current assets 412,588 Property and equipment, net of accumulated depreciation of $68,777 32,058 Other assets: Security Deposits 1,500 Advances to affiliates 30,428 Intangible assets, net of accumulated amortization of $22,655 435,375 ---------- Total Assets $911,949 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable and convertible debentures $511,652 Accounts payable and accrued liabilities 974,404 Accounts payable and accrued liabilities - discontinued operations 698,230 Accrued expenses and other liabilities 874,087 Capital lease obligations 80,899 Accrued compensation - related parties 255,453 ---------- Total current liabilities 3,394,725 Long-term debt Notes Payable - shareholders 247,192 ---------- Total Liabilities 3,641,917 ---------- Shareholders' Equity (Deficit) Preferred stock series C par value $1.00 480,000 shares authorized; 480,000 issued and outstanding 480,000 Preferred stock series D par value $1.00 100,000 shares authorized; 100,000 issued and outstanding 100,000 Common stock, par value $ .0001, 1,000,000,000 shares authorized, 36,968,488 issued and outstanding 3,697 Additional paid in capital 4,127,840 Accumulated deficit (7,441,505) ---------- Total Shareholders' equity ( deficit) (2,729,968) ---------- Total Liabilities and Shareholders' Equity (deficit) $911,949 ==========
See accompanying notes to consolidated financial statements 4 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Three Months Ending Months Ending March March 2007 2006 Revenues earned $254,907 $25,061 Cost of sales 126,612 ----------------------------- Gross margin 128,295 25,061 Selling, general, and administrative expenses 271,558 178,227 ----------------------------- Income (loss) from operations before other income and expense (143,263) (153,166) Other income and (expense) Interest expense - related parties (4,425) Interest expense (8,587) Asset impairment charge (785,107) ----------------------------- Net income (loss) before provision for income taxes (941,382) (153,166) Provision for income taxes 0 0 ----------------------------- Net income (loss) $(941,382) $(153,166) ============================= Net income (loss) per share weighted average share, basic and diluted ($0.058) ($0.048) ============================= Weighted average shares outstanding, basis and diluted 16,307,299 3,159,364 =============================
See accompanying notes to consolidated financial statements 5 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Three Months Ending Months Ending March 31, March 31, 2007 2006 Cash flows from operating activities: Net income $(941,382) $(153,166) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,661 1,875 Amortization 12,905 Stock issued for services 41,500 59,500 Asset impairment charge 785,107 Changes in assets and liabilities: Accounts receivable and prepaid expenses (99,921) Other assets 8,327 Accounts payable & accrued liabilities 45,444 (7,848) ----------------------------- (144,359) (99,639) ----------------------------- Cash flows used in investing activities: Capital asset expenditures Cash flows used in financing activities: Proceeds from long term debt 144,264 175,000 Proceeds from sale of comon stock Payments on long term debt (5,512) (30,261) ----------------------------- 138,752 144,739 ----------------------------- Net change in cash and cash equivalents (5,607) 45,100 Cash and cash equivalents, beginning of period 102,805 (1,297) ----------------------------- Cash and cash equivalents, end of period $97,198 $43,803 ============================= Additional Cash Flow Information: Cash paid during the period for: Interest (non capitalized) $3,425 $23,474 ============================= IncomeTaxes $0 $0 ============================= Non-Cash Activities: Stock issued for redemption of Preferred B stock $175,000 ============================= Stock issued for payments on convertible debentures $157,323 $43,000 =============================
See accompanying notes to consolidated financial statements 6 INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) For the Three Months Ended March 31, 2007 Common Stock Additional Paid Shares $ in capital Deficit Balance December 31, 2006 10,655,488 $1,066 $3,753,223 ($6,500,123) Stock issued for cash Stock issued for services 2,400,000 240 41,260 Issuance of Common Stock for the payment on convertible debentures exercised. 15,163,000 1,516 159,232 Commom stock issued for the conversion of Preferred B stock 8,750,000 875 174,125 Net loss for the period ended March 31, 2007 (941,382) ------------------------------------------------------------ Balance March 31, 2007 36,968,488 $3,697 $4,127,840 ($7,441,505) ============================================================
See accompanying notes to consolidated financial statements 7 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2007 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 March 31, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007. 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, 2006. NOTE B. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2007 Common Stock Additional Paid Shares $ in capital Deficit Balance December 31, 2006 10,655,488 $ 1,066 $3,753,223 $(6,500,123) Stock issued for cash Stock issued for legal and marketing services 2,400,000 240 41,260 Stock issued in exchange for payment of convertible debentures 15,163,000 1,516 159,232 Common stock issued for the conversion of preferred B stock 8,750,000 875 174,125 Net loss for the three months ended March 31, 2007 (941,382) Balance March 31, 2007 36,968,488 $3,697 $4,127,840 $(7,441,505)
NOTE C. 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 March 31, 2007 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. 8 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2007 UNAUDITED NOTE D. 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 NOTE E. NOTES PAYABLE - SHAREHOLDERS Note payable to shareholders, uncollateralized, payable on the first month after the Company has received $1,000,000 in equity funding. The monthly installments due to shareholder are 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 2007. Therefore, the entire balance of $ 247,192 is classified as long- term debt for 2007 and $250,310 for 2006. Invicta owes seller of Airplan, Inc. $60,000, but does not intend to pay due to termination of employment contract. NOTE F. LEASES 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 leases its office space under a five-year, non-cancelable operating lease for approximately $1,900 per month. Obligations under the non-cancelable operating leases are as follow: Year ending December 31, 2007 $15,200 2008 22,800 2009 24,000 20010 25,200 Thereafter 25,800 ---------- $113,000 9 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2007 UNAUDITED Maupintour Office: The Company leases office space in Las Vegas, Nevada at a rate of $3,900 per month. The lease expires on June 1, 2007. The Company's Lawrence Kansas office is leased on a month to month basis at a rate of $700 per month. NOTE G: PREFERRED STOCK SERIES B Invicta's Board authorized the conversion of 175,000 shares of Preferred B Stock to restricted common shares in order to provide security for a corporate loan. The Company was unable to finalize the loan, therefore 7,673,750 common shares that were to be used as collateral are being held in escrow for future funding. An additional 1,076,250 shares were issued to a director for their respective share of the Preferred B stock. NOTE H: ACQUISITION On March 1, 2007, the Company used the purchase method to acquire all of the common stock of Maupintour, LLC, a Nevada Limited Liability Company formed in 2003, in exchange for $1. Maupintour, LLC. is a travel tour operator with both wholesale and retail travel divisions. The Company operates offices in Las Vegas, Nevada and Lawrence Kansas. The Company's 2007 quarterly consolidated results include the operations of Maupintour, LLC. from the date of acquisition. Liabilities assumed exceeded assets acquired by $985,107. The resulting intangible asset was allocated as follows: Customer list $200,000 Goodwill $785,107 Fair values were determined by management's estimates without independent appraisal. The Company will amortize the customer list beginning April 1, 2007 over a 5- year period. All goodwill acquired has been written off during the quarter ending March 31, 2007 as an impairment loss. The unaudited pro forma information for the quarter ended March 31, 2004 and 2003 assumes the acquisitions occurred as of the beginning of each respective year, after giving effect to certain adjustments, including amortization and depreciation based upon the adjustments to the fair values of intangibles and property, plant and equipment acquired. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that may occur in the future or that would have occurred had the acquisitions been effected at the beginning of each period presented. 10 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2007 UNAUDITED Pro Forma Information for Acquisitions: Quarter Ended March 31, March 31, 2007 2006 Gross Revenues $383,949 $1,327,699 Net Income (Loss) (337,883) (303,935) Earnings (Loss) Per Share (.021) (.096) NOTE I. 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 approximately $6,656,000 since inception and the Company had negative working capital of $2,982,000 at March 31, 2007. These factors raise substantial doubt about the Company's ability to continue as a going concern. 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 2007, the Company's management has raised approximately $160,000 in equity funding from its securities purchase agreement with Golden Gate Investors, Inc. Invicta estimates it will need $500,000 additional funding for working capital in 2007. Management feels that its increase revenues from its Travel Hot Link web- site, its equity and financing plans and the revenues from the acquisition 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. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS The following discussion and analysis should be read in conjunction with Invicta Group's consolidated financial statements included in this report. Results of Operations New Revenue Stream The company acquired an escorted tour operator March 1, 2007. The company will provide marketing services via their Email database of 40 Million travel enthusiasts, promoting the tours and offering a discount for early bookings. The acquisition, Maupintour, is a leader in the travel industry known for its upscale escorted tours to over 50 Countries. Revenues Revenues for the 1st Quarter were generated from Internet Media and Consumer travel packages. Internet Media Advertising revenues are flat fees charged to travel suppliers for media purchase on website www.travelhotlink.com. Revenues for Consumer travel are realized as Gross Sales and are recognized when paid in full and operated. Revenues for the 1st Quarter ended March 31, 2007 were $254,907 compared to revenues of $25,061 for the 1st year ended March 31, 2006. The revenues in 2007 versus 2006 were generated from Internet Media Advertising and consumer travel packages vs. 2006 revenues were from airline commissions. Expenses The major components of expenses are general and administrative expenses. The 1st Quarter March 31, 2007 major expenses were: Payroll $136,087; Internet design $15,087; Professional fees $30,198; Interest Expense $13,012; the total G&A expenses for the year were $284,570. Acquisition of Tour Operator March 1, 2007 Invicta acquired a Tour Operator that offers escorted tours to 50 Countries. The acquisition's revenues in 2006 were $7.1 million. The company was acquired for $1 cash and acceptance of $900,000 debt. Impairment Charge The Company's 2007 quarterly consolidated results include the operations of Maupintour, LLC. from the date of acquisition. Liabilities assumed exceeded assets acquired by $985,107. The resulting intangible asset was written off as an Asset impairment charge allocated as follows: Customer list $200,000 Goodwill $785,107 Fair values were determined by management's estimates without independent appraisal. 12 The Company will amortize the customer list beginning April 1, 2007 over a 5- year period. All goodwill acquired has been written off during the quarter ending March 31, 2007 as an impairment loss. Net Profit/Net Losses Net profit from Operations for the Quarter ended March 31, 2006 was $(156,275); income per share: $(0.058) compared to a net loss of $(153,166); loss per share $(0.048) for the Quarter ended March 31, 2006. The company also had a Asset Impairment Charge writing off Goodwill $785,107 as a one time charge, decreasing net income to $(941,382) for the Quarter. Funding Invicta has received equity funding advances from an Institutional Investor totaling $145,264 for the March 31, 2007 Quarter, and Invicta paid off $142,333 of debt in the Quarter.. The balance due as of March 31, 2007 totaled $381,388. Payments are made with conversions of free trading stock based on the formula: a 25% discount of the average of the three lowest days Bids, for the 20 days before conversion notice is delivered. Liquidity March 31, 2007 and 2006, Invicta Group's current liquidity ratios were (.20%) and (.027%) 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. Common Stock Issued 1st Quarter 2007 Invicta issued 18,639,250 common shares in the 1st Quarter of 2007; 1,400,000 shares were issued for $35,500 consulting, 1,000,000 were issued for professionals fees of $5,000 and 14,613,000 shares were issued to raise $145,264 equity funds and pay off debt of $142,323 owed to Institutional Investor, 550,000 shares were issue to pay $18,425 debenture, and 8,750,000 was issued as Restricted Stock for conversion of Preferred B Stock, common shares valued at $87,500. Preferred Stock Converted to Restricted Stock Invicta's Board authorized the conversion of 175,000 Preferred B Stock to Restricted Common Shares for security for a corporate loan. The loan was not closed and 6,597,500 shares are being held in escrow for future funding, the balance of 1,076,250 shares were issued to a Director. Capital Resources Additional capital needs to be invested in the company. Invicta will need a minimum of $500,000 cash to assure the working capital is available to the company to implement its business plan. ITEM 3. 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 March 31, 2007, (the "Evaluation Date"), have concluded that, as of the Evaluation Date, Invicta Group's disclosure controls and procedures were 13 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 changes in Invicta Group's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting during the three months ending as of the Evaluation Date. PART II ITEM 1. LEGAL PROCEEDINGS None at this time ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 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 ITEM 5. OTHER INFORMATION None at this time 14 ITEM 6. EXHIBITS Exhibit No Description of Document - ----------- ----------------------- 3.1(a) Articles of Incorporation of Invicta Group Inc.* 3.1(b) Articles of Amendment* 3.2 Bylaws* 10.1 2002 Equity Compensation Plan* 10.2 Employment Agreement between Invicta Group and William G. Forhan* 10.3 Employment Agreement between Invicta Group and R. David Scott* 10.4 Employment Agreement between Invicta Group and Mercedes Henze* 10.5 Lease for Ft. Lauderdale, Florida Office* 10.6 Stock Purchase Agreement for the Shares of Casino Rated Players. Inc.* 10.8 Promissory Note to William G. Forhan* 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Indicates previously filed in a Registration on Form SB-2, Commission File No. 333-102555 15 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, May 21, 2007 William G. Forhan President and Director /s/ Richard David Scott Chief Operating Officer, May 21, 2007 Richard David Scott Principal Accounting and Financial Officer and Director 16 EX-31.1 2 ivgr10qsb033107ex311.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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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: May 21, 2007 By: /s/ William G. Forhan William G. Forhan President and Chief Executive Officer EX-31.2 3 ivgr10qsb033107ex312.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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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: May 21, 2007 By: /s/ Richard David Scott Richard David Scott Chief Financial Officer EX-32.1 4 ivgr10qsb033107ex321.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 March 31, 2007 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: May 21, 2007 By: /s/ William G. Forhan William G. Forhan President and Chief Executive Officer EX-32.2 5 ivgr10qsb033107ex322.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 March 31, 2007 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: May 21, 2007 By: /s/ Richard David Scott Richard David Scott Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----