-----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, GxIti+JvHwe9DSZrapAmcis5b37hnvbrQ6uYoulwP0SzlylqrqJxZKwzsQZkk1Eq 2aiWgGTNkSr8dAhb0A8suQ== 0001264931-04-000033.txt : 20040517 0001264931-04-000033.hdr.sgml : 20040517 20040517172244 ACCESSION NUMBER: 0001264931-04-000033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVICTA GROUP INC CENTRAL INDEX KEY: 0001212570 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-102555 FILM NUMBER: 04813705 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 doc1.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 quarterly period ended March 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to _______ INVICTA GROUP, INC. (Exact name of small business issuer as specified in its charter) NEVADA 91 205 1923 (State of incorporation) (IRS Employer identification No.) 9553 Harding Avenue, Miami Beach, Florida 33154 (Address of principal executive offices) (305) 866- 6525 (Issuer's telephone number) 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 [ ] Number of shares of common stock outstanding as of May 1, 2004: 52,392,279 shares Number of shares of preferred stock outstanding as of May 15, 2004: None 1 INDEX TO FORM 10-QSB Page No. -------- PART I ITEM 1. Financial Statements Balance Sheet 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6-8 ITEM 2. Management's Discussion and Analysis 9-12 ITEM 3. Controls and Procedures 13 ITEM 4. Quantitative and Qualitative Disclosures on Market Risk 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 2
INVICTA GROUP INC. CONSOLIDATED BALANCE SHEET MARCH 31, 2004 AND 2003 ================================================================================ MARCH 31, MARCH 31, 2004 2003 ---------- ---------- ASSETS ------ Current assets: Cash and cash equivalents $ 319,826 $ 1,081 Accounts Receivable 2,647 Prepaid Expenses 4,089 ---------- ---------- Total current assets 323,915 3,728 ---------- ---------- Property and equipment, net of accumulated depreciation of $ 699,646 for 2004 and $ 17,716 for 2003 524,985 10,382 Other assets: Surety Bond Deposit $ 71,410 Intangible assets, net of accumulated amortization of $ 81,124 for 2004 and $ 57,509 for 2003 616,253 205,090 ---------- ---------- Total Assets $1,536,563 $ 219,200 ========== ========== LIABILITIES AND SHAREHOLDERS' (DEFICIT) --------------------------------------- Current liabilities: Accounts payable and accrued liabilities $ 678,115 Obilgations under capital leases $ 38,899 Notes payable and convertible debentures 69,100 33,546 Deferred officer compensation 85,025 409,716 ---------- ---------- Total current liabilities 871,139 443,262 Long-term debt Notes Payable - shareholders 369,549 332,571 ---------- ---------- Total Liabilities 1,240,688 775,833 ---------- ---------- Shareholders' (Deficit): Preferred stock par value $ .001 10,000,000 shares authorized; none outstanding 0 0 Common stock, par value $ .001, 90,000,000 shares authorized, 51,590,282 issued and outstanding 51,597 31,732 Additional paid in capital 2,647,246 499,322 Notes Receivable related to stock sales and Subscriptions Receivable (78,000) Retained (Deficit) (2,324,968) (1,087,687) ---------- ---------- Total Shareholders' (Deficit) 295,875 (556,633) ---------- ---------- Total Liabilities and Shareholders' (Deficit) $1,536,563 $ 219,200 ========== ==========
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INVICTA GROUP INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003 ================================================================================ QUARTER ENDED QUARTER ENDED MARCH 31, MARCH 31, 2004 2003 ---------- ---------- Revenues $2,213,411 $ 3,089 Cost of sales 2,085,590 ---------- ---------- Gross Profit 127,821 3,089 Selling, general, and administrative Expenses 602,597 145,986 ---------- ---------- Operating loss (474,776) (142,897) NET LOSS (474,776) (142,897) ========== ========== Net loss per weighted average share, basic $ (0.009) $ (0.005) ========== ========== Net loss per weighted average share, diluted $ (0.009) $ (0.005) ========== ========== Weighted average shares, basic 54,958,398 31,682,200 ========== ========== Weighted average shares, diluted 54,958,398 31,682,200 ========== ==========
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INVICTA GROUP INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE QUARTERS ENDED MARCH 31, 2004 AND 2003 ================================================================================ QUARTER ENDED QUARTER ENDED MARCH 31, MARCH 31, 2004 2003 ---------- ---------- Cash flows from operating activities: Net (Loss) $ (474,776) $ (142,897) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 14,260 2,250 Amortization 13,950 10,800 Stock issued for services 233,000 Changes in assets and liabilities: Accounts receivable and prepaid expenses 37,353 Stock subscription receivable (70,000) Other assets (71,410) Accounts payable and accrued expenses 163,394 75,078 ---------- ---------- Net Cash (used) by Operating Activites $ (191,582) $ (17,416) ---------- ---------- Cash flows used in investing activities: Capital asset expenditures $ - $ - ---------- ---------- Net Cash (used in ) Investing Activities $ - $ - ---------- ---------- Cash flows from financing activities: Proceeds from long term debt $ 34,000 $ 35,446 Proceeds from sale of comon stock 484,595 800 Payments on long term debt (367,782) (22,277) ---------- ---------- Net Cash provided by Financing Activities $ 150,813 $ 13,969 ---------- ---------- Net change in cash and cash equivalents (40,769) (3,447) Cash and cash equivalents, beginning of period 360,595 4,528 ---------- ---------- Cash and cash equivalents, end of year $ 319,826 $ 1,081 ========== ========== ADDITIONAL CASH FLOW INFORMATION: CASH PAID DURING THE YEAR FOR: Interest (non capitalized) $ 896 $ - ========== ========== INCOME TAXES $ - $ - ========== ==========
5 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2004 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, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. 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, 2003. NOTE B. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2004 ----------------------------------------------------------------------
Common Stock Additional Paid Shares $ in capital Deficit ---------- ------------ --------------- ------------- BALANCE DECEMBER 31, 2003 34,629,970 $ 34,637 $ 815,386 $ (1,850,192) Stock issued for cash 5,205,000 5,205 479,390 Stock issued for legal and marketing services 2,890,000 2,890 230,110 Stock issued for acquisitions 1,100,000 1,100 508,900 Stock issued to officers in exchange for prior years deferred compensation 7,765,312 7,765 613,460 Net loss for the three months ended March 31, 2004 (474,776) ---------- ------------ --------------- ------------- BALANCE MARCH 31, 2004 51,590,282 $ 51,597 $ 2,647,246 $ (2,324,968) ========== ============ =============== =============
NOTE C. INCOME PER SHARE ------------------ Basic Earnings per Share ("EPS") is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to commons stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. 6 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2004 UNAUDITED NOTE D. ACQUISITIONS ------------ ISIP Telecom, Inc. - -------------------- On January 8, 2004, the Company used the purchase method to acquire all of the common stock of ISIP Telecom, Inc., a Florida Corporation formed in 2003, in exchange for 100,000 restricted shares of the Company's common stock with a value of $.10 per share resulting in a total purchase price of $10,000. ISIP Telecom is a voice over internet protocol telecommunications company that will market long distance services over the internet to worldwide telephones and will be sold to the travel industry. The Company's 2004 consolidated results include the operations of ISIP Telecom, Inc. from the date of acquisition. Airplan, Inc. - -------------- On February 23, 2004, the Company acquired all of the outstanding capital stock of Airplan, Inc., a Pennsylvania Corporation organized in 1989, for 1,000,000 shares of the Company's common stock of which 700,000 shares are restricted. Additionally, the Company will guarantee the value of the stock given as consideration to be at least $500,000 at 180 days after closing the transaction. If the value of the stock is less than $500,000, then additional shares will be issued based on the current market value to a total of $500,000. Airplan, Inc. is involved in the wholesale and retail travel industry. The acquisition was accounted for as a purchase of a wholly-owned subsidiary and the results of its operations were included in the consolidated results of the Company from the date of acquisition. In addition, the selling shareholders have a 5 year Earn Out Agreement offering an earn out of 10% of EBITDA of Airplan, Inc. for each of the fiscal years ending December 31, 2004 through December 31, 2008. The acquisition activity for the three months ended March 31, 2004 is summarized in the following table. Property, plant and equipment of approximately $534,000 will be depreciated on a straight-line basis over a 5 year life. Purchased intangible assets of approximately $535,000 will be amortized on a straight-line basis over lives ranging from 5 to 10 years (weighted average life of 8.8 years). Three Months Ended March 31, 2004 Activity Assets (Liabilities) ISIP Telecom, Total At Fair Value Inc. Airplan, Inc. Activity - -------------------------- ------------- ------------ ---------- Cash and other current assets $ - $ 362,925 $ 362,925 Property, plant equipment - net - 534,112 534,112 Purchased intangible assets 10,000 525,078 535,078 Accounts payable and other current liabilities - (922,115) (922,115) ------------- ------------ ---------- Net Assets Acquired $ 10,000 $ 500,000 $ 510,000 ============= ============ ========== Fair values were determined by management's estimates without independent appraisal. 7 INVICTA GROUP, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2004 UNAUDITED The unaudited pro forma information for the three months 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. Pro Forma Information for Acquisitions: Three Months Ended MARCH 31, MARCH 31, 2004 2003 ---------- ---------- Gross Revenues $4,224,275 $2,223,434 Net Income (Loss) (501,150) (206,908) Earnings (Loss) Per Share (.011) (.007) NOTE E. DEFERRED OFFICER'S COMPENSATION AND STOCK OPTIONS ------------------------------------------------------ On January 6, 2004, the Company entered into an agreement with its officers to issue restricted common stock and options in lieu of the deferred salary owed to the officers. The board approved and authorized the issuance of 765,313 shares of its common stock, and granted options for and additional 3,882,656 shares, in exchange for approximately $621,000 of deferred compensation. The stock issued is restricted for one year. The exercise price of the options are $.25, and are for a period of 5 years. NOTE F. 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. However, the Company has not generated any income and is unable to predict when its operations will generate income. The Company has raised over $350,000 in equity funding in 2004 and expects to be able to raise an additional $700,000 to aggressively market and staff the subsidiaries currently owned. Management plans to continue to look for acquisitions to enhance revenues and profitability. The Company is also negotiating a $6 million equity line-of-credit that will become effective when a new SEC registration is approved which should be about July, 2004. Management feels that its equity and line-of-credit funding will provide the working capital to allow it to continue as a going concern, however, there can be no assurances that additional funding will become available when required. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS, LIQUIDITY AND FINANCIAL CONDITION SEPTEMBER 30, 2003 MANAGEMENT'S DISCUSSION AND ANALYSIS - --------------------------------------- BACKGROUND - ---------- INVICTA GROUP INC. began its business operations in July 2001 with advertising of discount air travel tickets in newspapers in South Florida, which resulted in limited sales beginning in September of that year . See explanation below of accounting treatment of reverse acquisition, which reflects no sales in 2001 based on the results of operations of Casino Rated Players. Although it introduced its web site, www.dontpayfullfare.com in January 2002, ticket ----------------------- sales have remained confined primarily to the telephone from inception to the date hereof. In early 2002 Invicta Group initiated negotiations for the acquisition of its wholly owned subsidiary, Casino Rated Players, which was completed on July 15, 2002. ACQUISITIONS - ------------ CASINO RATED PLAYERS began its operations in July 2000, with sales of airline tickets and tour packages. Casino Rated Players introduced its web site, www.casinoratedplayers.com , in March 2001 but did not generate any - -------------------------- commission revenues from casinos during that year. During 2001 and 2002, Casino Rated Players revenues were derived almost entirely from sale of airline tickets and general travel packages, and not from what was intended to be its primary focus the sale of casino tour packages, which it has not had funding to advertise. During 2002, Casino Rated Players earned approximately $1,800 in casino commissions as a result of casino patrons who discovered casinoratedplayers.com by doing their own web searches. Invicta Group intends to begin marketing Casino Rated Players casino travel packages in the month of June 2004 and expects casino travel package products and casino player commissions to become a significant part of its business. The acquisition of Casino Rated Players by Invicta Group was treated as a purchase in a reverse acquisition in which the subsidiary, Casino Rated Players, is the survivor for accounting purposes, even though Invicta Group is the survivor for legal purposes. Invicta Group issued 13,151,000 of its shares in exchange for the issued and outstanding shares of Casino Rated Players held by that company's stockholders and an additional one million shares to Mr. Forhan in payment of $500,000 in accrued and unpaid compensation due to him from that company; stock valued at $.50 per share. Mr. Forhan joined the management of Invicta Group. Accordingly The results of operations prior to July 15, 2002 presented in the financial statements and discussed below are the results of Casino Rated Players only, which commenced its business on January 27, 2000. The following table presents information to assist the reader in understanding the historical operations conducted by each of Invicta Group and Casino Rated Players, separately, even though the information for Invicta Group prior to the acquisition is excluded from the financial statements presented in this report as a result of the reverse acquisition accounting treatment. INVICTA GROUP CASINO RATED PLAYERS -------------- ---------------------- 2001 2002 2003 2001 2002 2003 -------- -------- -------- -------- -------- -------- Revenues $ 0 $ 6,445 $ 7,806 $439,234* $ 1,800 $ 0 Gross profit $ 0 $ 6,445 $ 7,806 $ 33,315 $ 1,800 $ 0 * Primarily derived from sale of air travel and not the sale of casino packages. 9 ISIP TELECOM GROUP .was acquired January 9, 2004 for 100,000 shares of -------------------- restricted shares of Invicta valued at $.21/share. ISIP provides the ability to make telephone calls worldwide using the internet, receiving clear reception at low rates. The platform is based on Cisco Powered network with a robust platform specifically designed to accommodate the delivery of IP-based communication services, includes long distance, IP phone and enhanced services. February 25, 2004 ISIP announced a strategic technology partner, Oronoco Networks Inc. ISIP VoIP services will be offered to Oronoco's 35,000 database customers. April 29,2004 ISIP Telecom, announced it had finalized its interface with its "IPhone" a USB connected telephone, and is ready to start marketing its products in North and South America. ISIP's intention is to market to the 25,000 travel agents that Invicta has in its opt in data base through our subsidiary Airplan. Invicta has already mentioned the VoIP services, to several members of the travel industry, and they are keen to have the opportunity to market this inexpensive worldwide phone service. The retail price of the phone is $49.99, which will include the USB telephone and 200 long distance minutes to select cities in the world. The phone and service can be purchased online, and a listing of USA and International rates: www.isiptelecom.com - ------------------- AIRPLAN INC was acquired February 18,2004 for $500,000 in Invicta stock and ----------- acceptance of $440,000 debt; the shares issued were 1 million. If the value of the stock is not $500,000 by August 18, 2004 Invicta will issue additional shares. Established in 1989, Airplan is a leading international Airline Ticket Consolidator serving: Europe, Asia, The Middle East, Africa and Australasian areas. Revenues in 2003 exceeded $7 million. Airplan has over 6,500 customers (travel agents) that buy airline tickets online 24/7. The management is lead by John Latimer, a 20 year veteran in the airline consolidator industry, John will remain as President of Airplan and report to David Scott, COO of Invicta Group Inc. March 19,2004 Airplan announced the expansion into South America after signing contracts with two of South America's largest airlines. The contracts will be added to Airplan Inc.'s inventory of travel products on behalf of their 6,500 travel agents.TAM BRAZILIAN is South America's second largest airline servicing routes throughout Brazil, North America and the world. TAM currently operates an impressive fleet of 53 state-of-the-art airbus aircraft - the most modern fleet in operation in the industry today. AEROLINEAS ARGENTINAS services South America and the world, with routes to/from Asia, North America, Europe, and Australasia. Airplan is one of the leading wholesale sellers of discount tickets for international leisure travel. Offering more than 2 million non-published airfares on more than 27 major airlines, Airplan sells directly to travel agents through its Call Center. Invicta intends to expand sales of discounted airline tickets to the travel agents (aka B2B) as well as immediately commence sales to the general public (aka B2C). Additionally, we foresee that opening two retail/wholesale offices, one in Los Angeles as the Pacific Rim gateway and the other in Miami as the Latin America gateway; within six months of acquisition will greatly expand the Company's abilities to generate significantly more business across all time zones. Within six months of the acquisition, the Company intends to add a full catalog of domestic and international fares to Airplan's existing fare database. This will broaden the range of airline offerings to the Company's clients. Within the first 12 months, the combined Company will sell its non-published fares through the internet fortified by a dynamic interface with the call centers that will allow the Company to increase margins significantly. Additionally, the Company will have the resources and the requisite relationships to broaden the product-lines to generate revenue streams outside airline fares, such as: insurance, auto rental rates, hotels rates, and cruises. The acquisition activity for the three months ended March 31, 2004 is summarized in the following table. Property, plant and equipment of approximately $534,000 will be depreciated on a straight-line basis over a 5 year life. Purchased intangible assets of approximately $535,000 will be amortized on a straight-line basis over lives ranging from 5 to 10 years (weighted average life of 8.8 years). Three Months Ended March 31, 2004 Activity Assets (Liabilities) ISIP Telecom, Total At Fair Value Inc. Airplan, Inc. Activity - -------------------------- ------------- ------------ ---------- Cash and other current assets $ - $ 362,925 $ 362,925 Property, plant equipment - net - 534,112 534,112 Purchased intangible assets 10,000 525,078 535,078 Accounts payable and other current liabilities - (922,115) (922,115) ------------- ------------ ---------- Net Assets Acquired $ 10,000 $ 500,000 $ 510,000 ============= ============ ========== Fair values were determined by management's estimates without independent appraisal. 10 NEW SUBSIDIARY START UP - -------------------------- LAS VEGAS EXCITEMENT INC. March 15, 2004/ Invicta Group Inc. announced the ------------------------- opening of its Las Vegas office. Invicta is setting up a inbound tour operation which will offer Las Vegas rooms, car rentals, air transportation, show tickets, limos, sightseeing tours and free rooms to casino qualified players; reservations can be made by phone or on the internet 24/7.The name of the newest subsidiary is "Las Vegas Excitement Inc." and can be found online at www.lasvegasexcitement.com. April 5, 2004 Las Vegas Excitement Inc. announced it - -------------------------- has entered into services agreements with 18 hotels in Las Vegas to provide hotel rooms for its packages to this exciting city. Las Vegas Excitement has also entered into arrangements with various sightseeing and tour operators who will provide tours by air, and motor coach and private limousines to the various sites in and around Las Vegas REGISTRATIONS APPROVED: - ------------------------ Invicta filed a post effective amendment SB-2 Registration issuance of 12,000,000 shares of common stock, par value $.001. The SB-2 Registration became effective on February 5, 2004. The selling price of the stock was $.11 per share with a 10% increase or 10% decrease ($.10 - $.12 per share). The equity funds will be used for Invicta's working capital. SHARES ISSUED 1ST QUARTER: - ----------------------------- IVGA issued 17,255,312 shares from January 1, 2004 to March 31,2004 and cancelled 3,265,000; resulting in 13,990,312 new shares issued. The total shares outstanding 3/31/04 are 51,892,279. The shares issued and cancelled were all common stock, and were a combination of restricted and free trading: ISSUED SHARES: 1) 4,200,000 SB-2 shares were sold, netting $414,000 for working capital 2) 3,200,000 S-8 shares were issued: 1,800,000 for consulting fees; 300,000 for legal fees; 1,100,000 for Options: (650,000 shares at $.08; 450,000 shares at $.07; 100,000 shares at $.12); netting $89,595. 3) 9,855,312 Restricted Shares were issued: 7,765,312 to Invicta management for $621,000 deferred compensation; 1,000,000 for acquisition of Airplan Inc.; 640,000 shares for services, and 450,000 shares for options. CANCELED SHARES: 1) 2,515,000 issued twice by Transfer Agent 2) 750,000 for terminated acquisition 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 for the quarter ended March 31 2004 were $2,213,411 as compared to revenues of $3,089 for the Quarter ended March 31, 2003. The revenues in both periods were derived principally from the sale of airline tickets. The primary reason for the increase in 2004 over 2003 was the acquisition of Airplan Inc. Revenues of Airplan were driven principally by marketing to their 6,500 travel agents with Fax and Email communication of international airline seats on sale. Airplan also markets print ads in travel trade publications' generating new clients and revenuesTheir revenues are generated from their B-2B website and their call center located in Pittsburgh, PA. 11 COST OF REVENUES: - ------------------- Revenues are the gross sales earned from airline tickets and travel products, and the cost of revenues are the net fares charged by the airlines and travel suppliers. The net fare for 1st quarter 2004 was 94% of revenues. The competitive market place and airlines fare price wars has decreased gross operating profits margins from 9% to 6%. Management will seek to add new travel products: hotels, cruise, tour packages, and car rental services in an effort to increase margins and enhance revenues. EXPENSES: - --------- The major components of selling, general and administrative expenses for the three months ended March 31, 2004 are professional fees $42,811, the market awareness campaign of the new public company totaling $235,000, and salaries of $90,000; totaling $367,811. The total G&A expenses for the period were $602,597 NET LOSSES: - ------------ Net loss increased for the first quarter ended March 31, 2004, to: $474,776; loss per share: $0.01---compared to a net loss of $142,897; loss per share $0.005 for the first quarter March 31, 2003. The increase in loss was principally due to professional fees of $42,811 and $235,000 cost for market awareness of IVGA. Pro Forma Information for Acquisitions: - ------------------------------------------ Three Months Ended MARCH 31, MARCH 31, 2004 2003 ---------- ---------- Gross Revenues $4,224,275 $2,223,434 Net Income (Loss) (501,150) (206,908) Earnings (Loss) Per Share (.011) (.007) LIQUIDITY: - ---------- At March 31, 2004 and 2003, Invicta Group's current ratios are .372% and ..007%, respectively. Invicta Group has not generated sufficient revenue in any period to carry its costs of operations, realizing a negative cash flow from operations of $191,582 for the first quarter 2004 compared to a negative cash flow of $17,418 for March 31, 2003. Invicta Group has derived its liquidity principally from a loan from Mr. Forhan in the amount of $320,671 in 2000, the sale of its common stock by Invicta Group Inc. and Casino Rated Players for an aggregate of $493,700 in 2000 thru 2002, $76,800 raised in 2003 from the sale of common stock, deferred executive compensation of $668,250 through December 31, 2003; and $503,595 equity funding from the sale of 5,400,000 shares of common stock in the first quarter. Invicta Group owes $302,703 to Mr. Forhan and David Scott $41,443 in loan repayments. Invicta Group will not make any payments to Mr. Forhan or Mr. Scott of deferred compensation or repayment of loans until it has obtained more than $1 million from the sale of its shares. Invicta has an effective SB-2 Registration that has 7,800,000 free trading shares for sale at $.10 - $12 per share. The sale of the stock will provide $780,000 additional liquidity to the company. CAPITAL RESOURCES: - ------------------- Invicta Group has substantially all the capital resources required to conduct its core business, consisting of its five web sites and search engine for air fares, casino players, cruise and tour packages, and travel related services, such as rental cars and lodging accommodations. Invicta Group anticipates $75,000 to $100,000 is needed for capital resources in 2004. Invicta will use the $780,000 of equity funding generated from SB-2 Registration to invest up to $100,000 in capital resources, expand its marketing activities, add personnel, and target acquisitions of airline consolidators and casino representative companies; using cash and stock. 12 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, 2003, (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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK: 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. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits and Index of Exhibits 31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 and 32.2 Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K. On January 16, 2004, the Company filed a current report on form 8-K in connection with the execution of a Purchase Agreement with ISIP Telecom, Inc., and acquisition of all of the outstanding stock of ISIP Telecom, in exchange for 100,000 shares of the Company's common stock. On March 11, 2004, the Company filed a current report on form 8-K in connection with the execution of a Purchase Agreement with John Latimer and Karen Latimer, the sole shareholders of AIR PLAN, INC. and acquisition of all of the outstanding stock and assets of AIR PLAN, INC., In consideration of 1,000,000 newly issued shares of the Company's common stock. On March 26, 2004, the Company filed a current report on form 8-K in connection with the change of its Certifying Accountant from Dreslin Financial to Wolfe & Wolfe of Miami, Florida. Dreslin did not resign over any disagreement with management or changes in accounting policy. On March 26, 2004, the Company filed a current report on form 8-K in connection with the amendment of Article 3. of its Articles of Incorporation to provide for a total of 190,000,000 authorized common shares, par value $.001 per share and 10,000,000 authorized preferred shares, par value $.001 per share. 14 SIGNATURES 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. (Registrant) Date: May 17, 2004 /s/ WILLIAM FORHAN ------------------ WILLIAM FORHAN Chief Executive Officer Date: May 17, 2004 /s/ David Scott --------------- David Scott Chief Operating Officer EX-31.1 2 doc2.txt CERTIFICATIONS PURSUANT TO SECTION 302 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 Quarterly 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: May 17, 2004 /s/ William G. Forhan ---------------------- William G. Forhan, President and Chief Executive Officer 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, David Scott, certify that: 1. I have reviewed this Quarterly 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: May 17, 2004 /s/ David Scott ---------------------- David Scott Chief Financial Officer EX-32.1 3 doc3.txt SECTION 1350 CERTIFICATION 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, 2004 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 17, 2004 /s/ William G. Forhan ---------------------- William G. Forhan, President and Chief Executive Officer EXHIBIT 32.2 ------------ CERTIFICATION ------------- Certification of Chief Financial 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, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Hope, 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 17, 2004 /s/ David Scott ---------------------- David Scott Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----