12-Sep-2007
Non-Reliance on Previous Financials, Audits or Interim Review, Other Events
Item 4.02(b) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
(i) On August 22, 2007, Invicta Group, Inc. (the "Company") filed its Form 10-QSB for the quarter ended June 30, 2007. Our independent registered accountants as of that date had not completed their SAS 100 review of our financial statements in accordance with Item 310 of Regulation S-B. On August 22, 2007 and May 21, 2007, respectively, the Company submitted in its Form 10- QSB for the quarters ended June 30, 2007 and March 31, 2007, unaudited financial statements that were consolidated with that of Maupintour LLC, a wholly-owned subsidiary whose acquisition was rescinded on August 31, 2007. These financial statements will be restated to reflect the rescission and the respective changes.
(ii) The Company's CEO William Forhan has discussed with its independent registered accountants the matters disclosed in this Form 8-K, and they were given the opportunity to review the disclosures in this Form 8-K prior to its filing.
(iii) The Company expects to file amendments to its March 31, 2007 and June 30, 2007 Form 10-QSB's for the necessary restatements of the financials contained therein by October 10, 2007.
Item 8. Other Events.
Pursuant to the disclosures in the Registrant's Form 8-K filed March 29, 2007, as amended March 30, 2007, the Registrant executed, as of March 1, 2007, and closed, as of March 23, 2007, a Purchase Agreement (the "Purchase Agreement") to acquire the stock of Maupintour LLC ("Maupintour"), a Nevada corporation, from William Kirby and Extraordinary Vacations USA Inc. ("EXVG"), a Nevada corporation, (jointly the "Selling Shareholders"). The Purchase Agreement was attached as Exhibit 99.1 of the March 29, 2007 Form 8-K and is incorporated herein by reference. Pursuant to the terms of the Purchase Agreement, the consideration of the acquisition was $1 cash and assumption of debt of $900,000. The consideration further stated "If the audit shows a larger debt than $900,000..., the Buyer [Registrant] has the right to return the Corporation
[Maupintour] to the Selling Shareholders and forgive money that was invested in the Corporation." Due to circumstances, the Company did not perform an audit. Accordingly, management has determined that the debt exceeded $1,000,000 and additionally, that two creditors were seeking an aggregate indebtedness of approximately $200,000 through litigation. Accordingly, the Registrant's Board of Directors has voted to rescind the transaction effective August 31, 2007. Pursuant to the disclosures in the Registrant's Form 8-K filed March 29, 2007, as amended March 30, 2007, and the Form 8-K filed August 6, 2007, the Registrant disclosed that it was to perform an audit of the Maupintour financials and file them on EDGAR. However, because of the rescinding of the Maupintour LLC acquisition, such audit will not be completed.
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