-----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, PlfKjuqa77kO6i2cIK68Fk0RsEZTmE2e2RFf2I/NKhxwTU20n5Ek0XDwe0hHSsTD BX4Qy2Z6M6URHR8Vcy58zA== 0001264931-04-000005.txt : 20040429 0001264931-04-000005.hdr.sgml : 20040429 20040429152005 ACCESSION NUMBER: 0001264931-04-000005 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVICTA GROUP INC CENTRAL INDEX KEY: 0001212570 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-102555 FILM NUMBER: 04764652 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 8-K/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 29, 2004 INVICTA GROUP INC. (Name of Small Business Issuer in Its Charter) Nevada 4700 91-2051923 (State or Other Jurisdiction of (Primary Standard (I.R.S. Employer Incorporation or Organization) Industrial Identification No.) Classification Number) 9553 Harding Avenue, Suite 301 Miami Beach, FL 33154 (305) 866-6525 (Address and Telephone Number of Principal Executive Offices) William G. Forhan, President 9553 Harding Avenue, Suite 301 Miami Beach, FL 33154 (305) 866-6525 (Name, Address and Telephone Number of Agent for Service) ITEM 2. ACQUISITION OF ASSETS Invicta Group Inc. ("Invicta") has executed, as of February 18, 2004, a Purchase Agreement (the "Purchase Agreement") with John Latimer and Karen Latimer, (jointly the "Selling Shareholders") the sole shareholders of AIR PLAN, INC. (collectively the "Corporations"). The Corporations own certain domain names and two Internet websites, a database of 3,000 plus Travel Agencies/customers; have an ARC appointment (ARC number 39812776) and have various bank and credit card merchant accounts. In consideration of 1,000,000 newly issued shares of its common stock, Invicta shall acquire all of the outstanding stock and assets of the Corporations. At the completion of the Closing, each of the Corporations shall be and become a wholly owned subsidiary of Invicta. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. INDEPENDENT AUDITOR'S REPORT ============================ Airplan, Inc. 2600 Boyce Plaza Road Pittsburgh, Pennsylvania We have audited the accompanying balance sheets of Airplan, Inc. (a Pennsylvania corporation) as of December 31, 2003 and 2002 and the related statements of income (loss) and retained earnings (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Airplan, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United State of America. Our audits were conducted for the purpose of forming an opinion on the basis financial statements taken as a whole. The supplemental schedule on page 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The accompanying financial statements have been prepared assuming that the Company will continued as a going concern. As discussed in Note 7 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ STELMACK DOBRANSKY & EANNACE, LLC - ------------------------------------------ STELMACK DOBRANSKY & EANNACE, LLC Pittsburgh, Pennsylvania March 18, 2004
AIRPLAN, INC. BALANCE SHEETS DECEMBER 31, 2003 AND 2002 ================================================================================ 2003 2002 ---------- ---------- ASSETS ------ CURRENT ASSETS Cash $ 35,625 $ 163,069 Accounts receivable - shareholder 105,000 105,000 Prepaid expenses 4,089 2,978 ---------- ---------- Total current assets 144,714 271,047 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT Automobiles 47,582 47,582 Computer and telephone equipment 586,653 599,827 Office furniture and equipment 50,989 57,271 Equipment under capital lease 158,889 158,889 ---------- ---------- Total property, plant and equipment 844,113 863,569 Less accumulated depreciation (accumulated depreciation on capital leases: 2003 - $96,279; 2002 - $64,501) 698,632 622,329 ---------- ---------- Total property, plant and equipment- net 145,481 241,240 ---------- ---------- TOTAL ASSETS $ 290,195 $ 512,287 ========== ========== LIABILITIES AND SHAREHOLDER'S EQUITY --------------------------------------- CURRENT LIABILITIES Accounts payable $ 291,472 $ 243,564 Bank line of credit - demand (Note 4) 150,000 0 Loan payable - shareholder (Note 5) 69,460 0 Capital lease obligations - amounts due within one year (Note 2) 43,859 40,908 Deferred revenue 18,526 19,082 Accrued expenses Accrued salaries and wages 0 26,150 Accrued payroll taxes 0 2,740 ---------- ---------- Total current liabilities 573,317 332,444 ---------- ---------- LONG-TERM LIABILITIES Capital lease obligations - amounts due after one year (Note 2) 5,692 49,441 ---------- ---------- SHAREHOLDER'S EQUITY (DEFICIT) Capital stock, $1 par value per share, 1,000 shares authorized, 501 shares issued and outstanding 501 501 Additional paid-in capital 27,436 27,436 Retained earnings (deficit) (316,751) 102,465 ---------- ---------- Total shareholder's equity (deficit) (288,814) 130,402 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 290,195 $ 512,287 ========== ========== See Independent Auditor's Report and Notes to the Financial Statements ----------------------------------------------------------------------
AIRPLAN, INC. STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================================= ------------2003----------- ------------2002----------- AMOUNT PERCENT AMOUNT PERCENT ------------ ----------- ------------ ----------- SALES $ 7,849,047 100.0% $ 13,760,708 100.0% COST OF SALES 7,219,657 92.0 12,494,758 90.8 ------------ ----------- ------------ ----------- GROSS PROFIT ON SALES 629,390 8.0 1,265,950 9.2 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,049,067 13.4 1,361,394 9.9 INCOME (LOSS) FROM OPERATIONS (419,677) (5.4) (95,444) (0.7) OTHER INCOME - Interest 461 0.0 9,160 0.1 ------------ ----------- ------------ ----------- NET INCOME (LOSS) (419,216) (5.4)% (86,284) (0.6)% ============ =========== ============ =========== RETAINED EARNINGS - Beginning of year 102,465 426,659 LESS SHAREHOLDER DISTRIBUTIONS 0 (237,910) ------------ ----------- ------------ ----------- RETAINED EARNINGS (DEFICIT) - - End of year $ (316,751) $ 102,465 ============ =========== ============ =========== See Independent Auditor's Report and Notes to the Financial Statements ----------------------------------------------------------------------
AIRPLAN, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================ 2003 2002 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (419,216) $ (86,284) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 95,758 143,502 (Increase) decrease in Prepaid expenses (1,111) (2,978) Accounts receivable 0 (105,000) Increase (decrease) in Accounts payable 47,908 23,788 Deferred revenue (556) 19,082 Accrued expenses (28,890) 8,763 ---------- ---------- Net cash provided by (used in) operating activities (306,107) 873 ---------- ---------- CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Purchase of fixed assets 0 (70,460) ---------- ---------- CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES New borrowings: Bank line of credit 150,000 0 Shareholder loans 69,460 0 Capitalized lease obligations 0 70,460 Debt reductions: Capitalized lease obligations (40,797) (40,191) Distributions to shareholder 0 (237,910) ---------- ---------- Net cash provided by (used in) financing activities 178,663 (207,641) ---------- ---------- NET INCREASE (DECREASE) IN CASH (127,444) (277,228) CASH - Beginning of year 163,069 440,297 ---------- ---------- CASH - End of year $ 35,625 $ 163,069 ========== ========== SUPPLEMENTAL INFORMATION Interest paid $ 0 $ 7,790 Income taxes paid $ 0 $ 0 Non cash investing and financing activities: Capitalized lease obligation incurred in connection with the acquisition of equipment $ 0 $ 70,460 See Independent Auditor's Report and Notes to the Financial Statements ----------------------------------------------------------------------
AIRPLAN, INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================ 1. SIGNIFICANT ACCOUNTING POLICIES The Company - ------------ Airplan, Inc. was organized and incorporated under the laws of the state of Pennsylvania in July 1989. The Company is involved nationwide in the air travel business, specifically involving the overseas discount ticket market. Accounting Method - ------------------ These financial statements are prepared using the accrual method of accounting. Cash and Cash Equivalents - ---------------------------- Cash and cash equivalents consist of deposits with banks and financial institutions which are unrestricted as to withdrawal or use, and which have an original maturity of three months or less. The carrying amount approximates fair value because of the short maturity of those instruments. Use of Estimates - ------------------ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and certain disclosures in the financial statements. Actual results could differ from those estimates and ultimately affect the reported amounts and disclosures in the financial statements. Fixed Assets - ------------- Fixed assets are recorded at cost. Major improvements and betterments to the fixed assets are capitalized. Expenditures for maintenance and repairs which do not extend the lives of the applicable assets are charged to expense as incurred. When fixed assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the respective accounts with any resulting gains or losses being reflected in income. Depreciation is computed using the straight-line method over the following estimated useful lives: Years --------- Office furniture and equipment 7 to 10 Computer and telephone equipment 5 to 10 Automobiles 5 (Continued) AIRPLAN, INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================ 1. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED Income Taxes - ------------- The Company has elected S Corporation status for federal and Pennsylvania income tax purposes. Under S corporation status, all items of revenue, expenses, and credits will be included in the personal income tax returns of the stockholders. Accordingly, the Company will not incur federal or Pennsylvania income tax obligations, and the financial statements do not include provisions for federal or Pennsylvania income taxes. Depreciation is computed using the various accelerated methods as allowed by the income tax regulations in effect when the property is placed in service. Cash Flow Information - ----------------------- The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. Concentration of Credit Risk - ------------------------------- Financial instruments which potentially subject the Company to a concentration of credit risk, as defined by Financial Accounting Statement No. 105, consist principally of cash. The Company's cash accounts are maintained at a high quality financial institution. At times such accounts are in excess of FDIC insurance limits but pose no significant concentration of credit risk. 2. CAPITAL LEASE OBLIGATIONS Capital lease obligations from equipment consists of the following: 2003 2002 ---------- ---------- Capital lease obligation payable in monthly installments of $1,799, including interest at 8.1%, through February 2005;secured by telephone equipment $ 25,182 $ 46,766 Capital lease obligation payable in monthly installments of $2,030, including interest at 6.0%, through February 2005; secured by telephone equipment 26,395 50,760 ---------- ---------- Total 51,577 97,526 Less amount representing interest 2,026 7,177 ---------- ---------- Present value of net minimum lease payments 49,551 90,349 Less principal amounts due within one year 43,859 40,908 ---------- ---------- Principal amounts due after one year $ 5,692 $ 49,441 ========== ========== (Continued) AIRPLAN, INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================ 2. CAPITAL LEASE OBLIGATIONS, CONTINUED Maturities of the capital lease obligations are as follows: Year Ended December 31, Amount ------------- -------- 2004 $ 45,949 2005 5,628 -------- Total 51,577 Less amounts representing interest 2,026 -------- Present value of net minimum lease payments $ 49,551 ======== 3. OPERATING LEASES The Company conducts its operations from facilities that are leased under an operating lease which expires in April 2006 and which provides for an optional annual rental escalation percentage of 11.66%. Rental payments are $3,455 per month. The Company also leases three automobiles under operating lease agreements which expire in 2004 and 2005. The future annual minimum lease obligations are as follows: Year Ended December 31, Amount ------------- -------- 2004 $ 53,504 2005 43,947 2006 10,364 2007 0 -------- Total $107,815 ======== 4. BANK LINE OF CREDIT Airplan, Inc. currently has a revolving line of credit agreement totaling $150,000 with Citizens Bank that expires May 1, 2004. Borrowings under the line of credit for the years ended December 31, 2003 and 2002 amounted to $150,000 and $0, respectively. The balance is payable on demand with interest payable monthly at 4.5%. The line of credit is secured by a personal asset of the shareholder. The bank line of credit was paid off on February 16, 2004 when the shareholder loaned the Company the money to pay it off. 5. SHAREHOLDER NOTE PAYABLE Shareholder note payable represents an unsecured note payable to the shareholder and represents a direct investment into the Company for working capital from the shareholder. The note has no fixed principal repayment schedule and no interest payable. On February 16, 2004, the shareholder loaned the Company an additional $150,000 which was used to pay off the bank line of credit. (Continued) AIRPLAN, INC. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 ================================================================================ 6. RELATED PARTY The Company is related through common ownership with Fareline International, Inc. Fareline is an agent for Airplan, Inc. and receives a commission for ticket sales. Commissions for the years ended December 31, 2003 and 2002 amounted to $10,392 and $10,581, respectively. 7. GOING CONCERN As shown in the accompanying financial statements, the Company incurred net losses for the years ended December 31, 2003 and 2002 in the amount of $419,216 and $86,284, respectively. As of December 31, 2003 and 2002, the Company's current liabilities exceeded its current assets by $428,603 and $61,397, respectively. These factors, as well as uncertain conditions of the economic airline travel market create an uncertainty as to the Company's ability to continue as a going concern. Management believes that the 2003 loss was primarily the result of the Iraq war and the 2002 loss was primarily the result of September 11, 2001. Prior to 2002, the revenues and profit for the preceding three years were: Year Revenues Net Income ---- -------------- ----------- 2001 $ 16,242,210 $ 348,826 2000 19,059,230 322,948 1999 13,333,989 178,950 The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Revenues through March 31, 2004 are approximately $4,221,236 which is 53% more than revenues for the same period in 2003. 8. ACQUISITION As of February 23, 2004, Airplan, Inc. has been purchased by Invicta Group, Inc., a NASDAQ listed company. Schedule of Exhibits. The following exhibits are furnished in accordance ---------------------- with the provisions of Item 601 of Regulation S-B: Exhibit No. Exhibit - ----------- ------- 99.1 Purchase Agreement, dated as of February 18, 2004. * - ---- ---------------------------------------------------- * Previously filed with 8-K on March 11, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Invicta Group Inc. Date: April 29, 2004 By: /s/ William G. Forhan ------------------------ William G. Forhan, President -----END PRIVACY-ENHANCED MESSAGE-----