10QSB 1 ivgr10qsb063007.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 June 30, 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: 954-771-1103 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 August 15, 2007 of $.0017 was approximately $450,000. 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 August 15, 2007 was 265,401,488. 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 7 Statement of Changes in Stockholders' Equity 8 Notes to Financial Statements 9 ITEM 2. Management's Discussion and Analysis 14 ITEM 3. Controls and Procedures 15 PART II ITEM 1. Legal Proceedings 16 ITEM 2. Changes in Securities 16 ITEM 3. Defaults Upon Senior Securities 16 ITEM 4. Submission of Matters to a Vote of Security Holders 16 ITEM 5. Other Information 16 ITEM 6. Exhibits 17 Signatures 18 3 INVICTA GROUP INC. CONSOLIDATED BALANCE SHEET June 30, 2007 (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $50,593 Restricted cash 35,000 Accounts receivable 43,285 Prepaid expenses 329,181 Total current assets 458,059 Property and equipment, net of accumulated depreciation of $71,843 28,992 Other assets: Security Deposits 1,500 Advances to affiliates 32,467 Intangible assets, net of accumulated amortization of $45,560 414,470 Total Assets $935,488 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable and convertible debentures $423,292 Accounts payable and accrued liabilities 1,168,389 Accounts payable and accrued liabilities - discontinued operations 698,230 Accrued expenses and other liabilities 1,322,497 Capital lease obligations 80,899 Accrued compensation - related parties 288,963 Total current liabilities 3,982,270 Long-term debt Notes Payable - shareholders 240,099 Total Liabilities 4,222,369 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, 167,401,488 issued and outstanding 16,740 Additional paid in capital 4,450,087 Accumulated deficit (8,333,708) Total Shareholders' equity ( deficit) (3,286,881) Total Liabilities and Shareholders' Equity (deficit) $935,488
4 See accompanying notes to consolidated financial statements INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Three Months Ending Months Ending June June 2007 2006 Revenues earned $718,364 $51,700 Cost of sales 526,198 Gross margin 192,166 51,700 Selling, general, and administrative expenses 689,537 129,435 Income (loss) from operations before other income and expense (497,371) (77,735) Other income and (expense) Interest income 183 Interest expense - related parties (4,400) Interest expense (4,550) Beneficial interest expense (40,677) (47,908) Asset impairment charge Net income (loss) before provision for income taxes (546,998) (125,460) Provision for income taxes 0 0 Net income (loss) $(546,998) $(125,460) Net income (loss) per share weighted average share, basic and diluted ($0.008) ($0.025) Weighted average shares outstanding, basis and diluted 71,985,851 4,959,858
5 See accompanying notes to consolidated financial statements INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Six Six Months Ending Months Ending June June 2007 2006 Revenues earned $913,576 $76,761 Cost of sales 652,810 Gross margin 260,766 76,761 Selling, general, and administrative expenses 961,095 307,662 Income (loss) from operations before other income and expense (700,329) (230,901) Other income and (expense) Interest income (13,137) 183 Interest expense - related parties (8,825) Interest expense Beneficial interest expense (76,743) (58,233) Asset impairment charge (885,818) Net income (loss) before provision for income taxes (1,684,852) (288,951) Provision for income taxes 0 0 Net income (loss) $(1,684,852) $(288,951) Net income (loss) per share weighted average share, basic and diluted ($0.038) ($0.061) Weighted average shares outstanding, basis and diluted 44,300,383 4,709,548
6 See accompanying notes to consolidated financial statements INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six Six Months Ending Months Ending June June 2007 2006 Cash flows from operating activities: Net income $(1,684,852) $(288,951) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 6,727 3,750 Amortization 35,810 Stock issued for services 96,125 64,500 Asset impairment charge 885,818 Changes in assets and liabilities: Accounts receivable and prepaid expenses (25,771) (39,845) Other assets (277,813) (42,400) Accounts payable & accrued liabilities 640,206 18,200 (323,750) (284,746) Cash flows used in investing activities: Capital asset expenditures (7,029) Cash flows used in financing activities: Proceeds from long term debt 271,794 235,500 Proceeds from sale of comon stock 69,176 29,600 Payments on long term debt (17,005) (30,261) 323,965 234,839 Net change in cash and cash equivalents 215 (56,936) Cash and cash equivalents, beginning of period 85,378 (1,297) Cash and cash equivalents, end of period $85,593 $(58,233) Additional Cash Flow Information: Cash paid during the period for: Interest (non capitalized) $9,508 IncomeTaxes $0 $0 Non-Cash Activities: Stock issued for redemption of Preferred B stock $175,000 Stock issued for stock subscriptions receivable $236,000 Stock issued for payments on convertible debentures $330,716 Stock issued for payments on accounts and notes payable $38,097
7 See accompanying notes to consolidated financial statements INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) For the Three Months Ended June 30, 2007 Common Stock Additional Paid Shares $ in capital Deficit Balance December 31, 2006 10,655,488 $1,066 $3,753,223 ($6,648,856) 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 (1,137,854) Balance March 31, 2007 36,968,488 $3,697 $4,127,840 ($7,786,710) Stock issued for cash 28,080,769 230 68,946 Stock issued for services 10,525,000 1,053 53,572 Issuance of Common Stock for the payment on convertible debentures exercised. 86,219,231 11,200 162,193 Commom stock issued for the payment of accounts payable and notes payable 5,608,000 560 37,536 Net loss for the period ended June 30, 2007 (546,998) Balance June 30, 2007 167,401,488 $16,740 $4,450,087 ($8,333,708)
8 See accompanying notes to consolidated financial statements INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 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 six month period ended June 30, 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 SIX MONTHS ENDED JUNE 30, 2007 Common Stock Additional Paid Shares Amount in Capital Deficit Balance December 31, 2006 10,655,488 $ 1,066 $3,753,223 $(6,648,856) Stock issued for cash 28,080,769 230 68,946 Stock issued for legal and marketing services 12,925,000 1,293 94,832 Stock issued in exchange for payment of convertible debentures 101,382,231 12,716 321,425 Stock issued in exchange for payment of accounts payable and notes payable 5,608,000 560 37,536 Common stock issued for the conversion of preferred B stock 8,750,000 875 174,125 Net loss for the six months ended June 30, 2007 (1,684,852) Balance June 30, 2007 167,401,488 $16,740 $4,450,087 $(8,333,708)
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 June 30, 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. 9 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 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 $ 240,099 is classified as long-term debt for 2007 and $247,192 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 $ 7,600 2008 22,800 2009 24,000 20010 25,200 Thereafter 25,800 $105,400 10 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 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, 2008. 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 $1,085,818. The resulting intangible asset was allocated as follows: Customer list $200,000 Goodwill $885,818 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 June 30, 2007 and 2006 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. 11 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2007 UNAUDITED Pro Forma Information for Acquisitions: Six Months Ended June 31, June 31, 2007 2006 Gross Revenues $1,102,213 $2,405,588 Net Income (Loss) (561,339) (634,393) Earnings (Loss) Per Share (.0 ) (.13) NOTE I. LITIGATION On June 27, 2007 MaupinTour, LLC, a wholly owned subsidiary of Invicta Group Inc. ("Maupintour"), was served with a summons issued by the Supreme Court of New York, Nassau, County to respond to the claim by Great Eastern Printing Co., Inc., that it is owed $120,438.39 for printing contracted and completed before Invicta purchased the shares of Maupintour. Management has obtained an extension of time to answer or otherwise plead until August 17, 2007 in order to allow time to determine if the case can be amicably resolved or, in the alternative, Invicta has the option to rescind the Maupintour March 1, 2007 stock purchase agreement. NOTE J. 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 $8,300,000 since inception and the Company had negative working capital of $3,525,000 at June 30, 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. 12 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2007 UNAUDITED 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. NOTE K. SUBSEQUENT EVENTS On August 6, 2007 Maupintour was served with a summons issued by the District Court in Clark County, Nevada for a claim made by Hotel Sacher that $102,246 is due for services contracted and completed before Invicta completed the purchase of Maupintour. Management is negotiating an extension of time to answer or otherwise plead until August 26, 2007, to allow time to determine if the case can be amicably resolved or, in the alternative, Invicta has the option to rescind the Maupintour March 1, 2007 share purchase agreement. 13 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 2nd Quarter were generated from Internet Media sold by Travel Hot Link and Consumer travel packages sold by Maupintour. Internet Media Advertising revenues are flat fees charged to travel suppliers (hotels, airlines, tour operators) for media purchase on website www.travelhotlink.com . Revenues for Consumer travel are escorted tours for groups ranging in size from 12-25 people. Revenues are recognized when a traveler is paid in full and their trip departs. Revenues for the 2nd Quarter ended June 30, 2007 were $718,364 compared to revenues of $51,700 for the 2nd Quarter ended June 30, 2006. The revenues in 2007 were generated from Internet Media Advertising and Consumer travel packages vs. 2006 revenues were from airline commissions. Revenues for 6 months 2007 were $913,576 versus same period 2006 revenues were $76,761. Expenses The major components of expenses are general and administrative expenses. The 2nd Quarter June 30, 2007 major expenses were: Payroll $238,714; Internet design $25,332; Professional fees $66,325; Interest Expense $49,627; the total G&A expenses for the quarter were $689,537 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 $1,085,818 debt.. The audit has not been completed as of 8/20/2007, the audit started 8/14/07 ; estimating a completed audit in 30-45 days. Impairment Charge Acquisition The Company's 2007 quarterly consolidated results include the operations of Maupintour, LLC. from the date of acquisition. Liabilities assumed exceeded assets acquired by $1,085,818. The resulting intangible asset was written off as an Asset impairment charge allocated as follows: Customer list $200,000 Goodwill $885,818 14 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. Net Profit/Net Losses Net profit from Operations for the Quarter ended June 30, 2007 was $(546,988); income per share: $(0.008) compared to a net loss of $(125,460); loss per share $(0.025) for the Quarter ended June 30, 2006. The losses for the past 6 months 2007 totaled $(1,684,852) versus $(288,951) losses for the first 6 months 2006; $885,818 Goodwill was expensed for the acquisition of Maupintour. Funding Invicta has received equity funding advances from an Institutional Investor totaling $162,708 for the June 30, 2007 Quarter, and Invicta paid off $73,179 of debt in the Quarter. The debenture balance due as of June 30, 2007 totaled $338,292 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 June 30, 2007 and 2006, Invicta Group's current liquidity ratios were (.22%) and (.043%) 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 2nd Quarter 2007 Invicta issued 130,433,000 common shares in the 2nd Quarter of 2007; 12,825,000 shares were issued for $37,625 consulting, 2,500,000 were issued for professionals fees of $15,000. 112,000,000 shares were issued to raise $162,708 equity funds and pay off debentures of $43,096 owed to Institutional Investor; and 3,108,000 shares were used to pay individual debentures that matured. Total shares issued 6/30/2007 were 167,401,488. 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 June 30, 2007, (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 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. 15 PART II ITEM 1. LEGAL PROCEEDINGS Great Eastern Printing filed a complaint against Maupintour for old printing bills totaling $120,439. The company has negotiated a Settlement Agreement to pay the entire amount; assuming the Company can generate equity funding in October 2007. August 6, 2007 the Company was served with a Complaint from a vendor seeking $102,246 on damages for services rendered. The Corporation is responding to the complaint. Subsequent Events On August 6, 2007 Maupintour was served with a summons issued by the District Court in Clark County, Nevada for a claim made by Hotel Sacher that $102,246 is due for services contracted and completed before Invicta completed the purchase of Maupintour. Management is negotiating an extension of time to answer or otherwise plead until August 26, 2007, to allow time to determine if the case can be amicably resolved or, in the alternative, Invicta has the option to rescind the Maupintour March 1, 2007 share purchase agreement. 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 16 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 17 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 August 20, 2007 William G. Forhan Chief Executive Officer and President By: /s/ Richard David Scott August 20, 2007 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, August 20, 2007 William G. Forhan President and Director /s/ Richard David Scott Chief Operating Officer, August 20, 2007 Richard David Scott Principal Accounting and Financial Officer and Director 18