U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.


For the fiscal year ended December 31, 2001.         Commission File No. 1-16181


                               INVICTA CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                                         22-2946374
-------------------------------                 --------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                  1160 S. Rogers Circle, Boca Raton, FL. 33487
                  ---------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code:  (561)  995-9980
                                                     ---------------

Securities registered pursuant to Section 12 (b) of the Act:  Common Stock
                                                            (.001 Par Value)
                                                            ----------------

Securities registered pursuant to Section 12 (g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934,
during the preceding 12 months (or for shorter  period that the  registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

       Yes:   X               No:
             ---                   ---


The number of shares outstanding of the registrant's  classes of common stock as
of March 21, 2002 is  13,583,465  shares of $.001 par value  common stock and no
shares of $10.00 par value  convertible  preferred  stock.  The Aggregate Market
Value of the voting  common stock held by  non-affiliates  based upon a price of
$.92 on March 21, 2002 is $4,553,333.



<PAGE>



DOCUMENTS INCORPORATED BY REFERENCE

Definitive proxy, dated June 5, 2001,  regarding  Shareholder actions of June25,
2001.

                            SUPPLEMENTAL INFORMATION

See "Supplemental Information and Exhibits" with respect to additional documents
furnished or to be furnished to the Securities  and Exchange  Commission but not
deemed to be "filed" with the  Securities  and Exchange  Commission or otherwise
subject to liabilities of Section 18 of the Securities Act.

Affiliates for the purposes of this item refer to the officers, directors and/or
any persons or firms owning 5% or more of the Company's  common  stock,  both of
record and beneficially.















                                        2


<PAGE>



                               Invicta Corporation

                                   FORM 10-KSB
                       Fiscal Year Ended December 31, 2001

                                TABLE OF CONTENTS


PART I

Item 1- BUSINESS...............................................................4
Item 2- PROPERTIES.............................................................9
Item 3- LEGAL PROCEEDINGS......................................................9
Item 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................9

PART II

Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
         MATTERS..............................................................10
Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS AND PLAN OF OPERATIONS...................................11
Item 7 - FINANCIAL STATEMENT AND SUPPLEMENTARY DATA...........................19
Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.................................................20

PART III

Item 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................20
Item 10- EXECUTIVE COMPENSATION...............................................21
Item 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......22
Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................22

PART IV

Item 13 -EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K..........................23

Signatures....................................................................24












                                        3


<PAGE>

                                     PART I

ITEM 1 - BUSINESS

CORPORATE INFORMATION

Invicta  Corporation (the "Company"),  formerly  BusinessNet  Holdings Corp. and
BusinessNet International, Inc., was incorporated under the laws of the State of
Delaware on January 10, 1989.

On August 1, 1998 the Registrant changed its name to BusinessNet Holdings Corp.,
and undertook a reverse-split  of its Common Stock on the basis of one new Share
for each fifty (50) issued and outstanding Shares.

On  July  30,  1999,  the  Registrant  paid  a  Common  Stock  dividend  to  its
shareholders  of  record  on that  date of one (1)  Share for each one (1) Share
owned of record as of July 23, 1999.

On June  13,  2000,  the  Company  announced  that it had  received  shareholder
approval to change the name of the corporation to Invicta Corporation  effective
at the close of business on June 30,  2000,  with a new  trading  symbol  "IVIA"
assigned to the Company's common stock.

In November, 2000, the Company named Alan Yuster as President of the Company and
a member  of the Board of  Directors.  Mr.  Yuster  was most  recently  based in
Munich,  Germany as Director of International  Sales for Rodenstock  Germany,  a
major  multi-national  optical industry  manufacturer,  following eight years as
National  Sales  Manager for  Younger  Optical  Manufacturing.  He brings to the
Company  over  twenty-five   years  of  experience  in  optical   manufacturing,
management and processing.

On October  27,  2000,  the  Company  announced  that its Common  Stock had been
accepted  for trading on the Boston  Stock  Exchange,  a member of the  National
Market System which  provides  marginability  and  additional  liquidity for its
listed  securities.  On the Boston  Stock  Exchange the  Company's  Common Stock
trades under the symbol "IVI".

On March 7, 2002, the Registrant moved into its new executive and administrative
offices and manufacturing  facilities at 1160 S. Rogers Circle,  Boca Raton, FL.
33487. The telephone number is (561) 995-9980, and fax number is (561) 995-9981.
Corporate   Internet   website  is  located   at   www.invictacorp.com.   E-mail
correspondence may be sent to InvestorRelations@invictacorp.com.


GENERAL INTRODUCTION AND BUSINESS STRATEGY

During calendar year 2001, the Company has undergone an internal reorganization.
Our primary business focus has shifted from that of a general technology holding
company,  to one, which focuses  exclusively on the consumer optical sector. Our
management  structure has been streamlined,  and our operational costs have been
significantly  reduced.  The  Company's  acquisitions  and  product  development
efforts  during  calendar  years 2001 have  provided us with a  state-of-the-art
research  and  development  facility,  a new lens  production  facility  for the
patented  Solera(TM) line of fashion  photochromic  lenses, and new capabilities
for  manufacturing  and  distributing  chemicals  and supplies to the  worldwide
optical industry.

As a result of the  commencement  of production  and marketing of our Solera(TM)
line of  photochromic  lenses and  restructuring  of our  operations  during the
fourth quarter of 2001,  management  expects a significant  increase in revenues
and  positive  earnings  from  operations  during  calendar  year 2002 and going
forward.  Continuing  improvements in operating margins are also expected as our
newly  completed  manufacturing  facility  achieves full  production and greater
economies of scale are realized, and the lease on the old facility is terminated
and the lease on the new facility is replaced by our purchase option.

Our InvictaVision,  Inc. subsidiary (formerly EyeAmerica, Inc.) now produces our
most exciting  product line, the patented  Solera(TM)  lenses that allow for the
widest  selection  of fashion  colors for  eyeglass  lenses  that are lighter in
density of color  indoors and darker  outdoors.  These  colored  lenses are true
fashion as well as function and come in yellow,  orange,  rose, violet, teal and
blue.   During  2002,  we  will  introduce  our  superior,   advanced-technology
photochromic  lenses in the industry's  traditional shades of brown (Sienna) and
grey,  which will exceed current industry  product  performances,  while we will
continue to market our unique color lenses to fashion trendsetters.




                                       4
<PAGE>

Our proprietary  technology permits us to manufacture lenses,  which change very
quickly  from the light  fashion  color  density  indoors  to  sunglass  density
outdoors.  There are significant  performance  advantages over current  industry
photochromic products. As opposed to other products the photochromic  properties
of Solera lenses allows up to 70% activation behind car windshields. Outside, at
high   temperatures,   competitive   products  decrease  in  their  photochromic
activation;  ours does not. Our product is unique in maintaining  its true color
throughout the photochromic process.  Solera lenses also feature ultraviolet and
scratch   protection   coatings.   The  lenses  are   presently   available   in
non-prescription (Plano), including Plano gradients (dark to light shades on the
lens  from  top to  bottom),  and  single-vision  prescription  form in  CR39(R)
material.  Polycarbonate  and  High  Index  will  be made  available  in the new
manufacturing  facility.  As our manufacturing  capacity increases,  future lens
availability  will address  market  demands for premium  polarized  photochromic
lenses as well as high-index and semi-finished  prescription  lenses.  Polarized
lenses  significantly cut down on glare,  therefore the applications for our new
photochromic  polarized  lenses should have  significant  potential for hunting,
fishing, skiing, etc.

The  CR-39(R)  plastic  lenses,   renowned  for  their  durability  and  optical
precision,  represent 52% of all lenses sold in the United States.  The patented
Solera"  photochromic  process  permits  lenses to change  density and darken as
brightness levels increase to provide comfort from glare.  Until the application
of  our  patented  process,  photochromic  tinting  was  restricted  to  limited
specialty plastic materials,  polycarbonate and glass lenses. Color choices were
limited to plain brown and grey.

MANUFACTURING

The Company's pilot  manufacturing  facilities and prototype equipment have been
replaced by a new $2.5  million  manufacturing  facility  that is four times our
current  size  and  one  hundred  times  our  current  capacity,   and  features
state-of-the-art  manufacturing  and  robotic  technology.  During  this year we
expect that we will hit optimal running rates in the new facility.

This new capacity  combined  with the patented  Solera(TM)  process will produce
photochromic  lenses with cost of  manufacturing in the low single digit dollars
per pair and we will earn average  selling  prices at the  wholesale  level of a
minimum in the high teens per pair.  This puts us in an  excellent  position  as
compared to our competition  costs and margins.  We expect a profitable  running
rate in the second half of the year and a continuing  growth rate throughout our
capacity expansion.  Our margins are high and overheads have been reduced to the
bare bones.  With one  production  line and one shift,  we will have  production
capacity well in excess of 100,000 lenses per month, and we expect to be able to
sell all of the lenses which we will be able to manufacture  for the foreseeable
future.  As our production  capabilities and order flow increases,  we will then
ramp  up  production  with  extra  shifts  and  expand  to  2,  3,  and  then  4
manufacturing  lines.  These  subsequent lines are expected to lend to continued
growth in revenues and earnings during the next several years.

COMPETITION

The  photochromic  lens industry is highly  competitive and comprised of several
experienced and well financed competitors,  including Transitions,  Corning, and
Rodenstock,  which have, to date,  dominated the market, but which have not been
active or successful  at updating or expanding  their product lines into fashion
colors. However, due to our patented proprietary manufacturing process utilizing
the most advanced robotic manufacturing technology, we can efficiently produce a
wide variety of fashion color lenses employing a variety of the  highest-quality
plastic lens materials, which are not available from our competition.

MARKETING STRATEGY

We believe  that the  Solera(TM)  branded  lenses  represent  a clear and unique
opportunity  to  capitalize  on a new and  fast-growing  niche  in the  consumer
optical market.  Whereas no other  photochromic lens manufacturer is effectively
associating  their  product  with  the  premium  level  of  the  eyewear  market
(especially in designer frames and sunglasses),  the focus of Solera(TM) fashion
photochromic marketing will remain the high-end,  style- conscious consumer. Our
strategic  relationships  and  co-branding  with  major  international  designer
eyeglass  frame and  sunglass  manufacturers  will  provide them with the unique
statement that their products are "Solera(TM) Equipped",  while at the same time
having the  Solera(TM)  product line  actively  featured in their  international
trade and consumer advertising.



                                       5
<PAGE>

To achieve our goal of reaching the affluent and  influential  consumer  market,
our primary  marketing  priority is to introduce and  reinforce our  proprietary
Solera(TM) product line. This trademark embodies the style and sophistication of
this unique  product,  and management  believes that this trademark will come to
represent a recognizable consumer eyewear brand.

Our  targeted  consumer  market  will be reached  through  established  industry
channels,  with an emphasis on providing  boutique optical retailers with unique
point-of-sales   materials  and  merchandising   aids.  In  addition,   we  will
aggressively  pursue  cooperative  advertising  opportunities  with national and
international  sunglass  manufacturers  to  join  in  their  targeted  marketing
efforts.

We plan to utilize  multiple  distribution  channels for the Solera(TM)  product
line,  including  direct  retail  marketing  to the "3  O's"  (Ophthalmologists,
Optometrists and Opticians),  wholesale  optical  laboratories (for prescription
lenses),  frame and  sunglass  companies  (non-prescription  eyewear),  national
optical chains,  mass  merchandisers  (special offer and  private-label  lenses,
including finished readers and sunglasses) and exclusive customized OEM products
to  other  lens  manufacturers  as  well as to  high-end,  niche  and  specialty
retailers including resorts, boutiques and internet sites.

Solera "Grey" and "Sienna  brown" will open new avenues for Solera.  Traditional
grey  and  brown  photochromics  account  for  98% of the  photochromic  market.
Entering into this arena with a better  product that we can produce for less and
sell for less will attract the majority of mainstream photochromic  distributors
and users.  Marketing efforts will be targeted directly to practitioners  with a
simple message: Solera Grey and Sienna Brown are superior products which work in
the car and at high  temperature,  and are  available  in any lens  material  of
choice...all  for less cost.  Upwards to 2500 retail locations out of a possible
37,000 will be selected for samples and  demonstration of this superior product.
Telemarketing  and direct mail as well as selected optical  publications will be
used to promote the message and price/profit advantages of Solera.

The new Solera High  Performance  Grey and Sienna lenses will also allow Invicta
to accelerate its strategy of developing  complete eyewear products,  sunglasses
and prescription services so that we are not solely a components supplier. These
prescription  services are high margin sales and take  advantage of the facility
and infrastructure we have already invested in.



SUBSIDIARIES OF THE COMPANY

Invicta Vision (Formerly EyeAmerica) SUBSIDIARY

On January 30, 2000, the Company  completed its acquisition of EyeAmerica,  Inc.
(formerly Chemko Optical Supplies,  Inc.), a Hudson, FL based optical technology
company,  through an exchange of shares of Common Stock. This subsidiary,  which
has been renamed  Invicta Vision,  recently  developed and was awarded the first
(and only) process patent that allows the conversion of popular plastic CR-39(R)
lenses  into  photochromic  sunglass  lenses,  which are now being  offered in a
variety of fashion  colors  under the  SOLERA-TM-  brand-  name.  The lenses are
presently available in both non- prescription (plano) and prescription form, and
will soon also be available in other lens materials

The  CR-39(R)  plastic  lenses,   renowned  for  their  durability  and  optical
precision,  represent  52% of all lenses  sold in the United  States  with about
$1.66  billion in retail  sales in 2000.  The patented  SOLERA-TM-  photochromic
process  permits  lenses to change  density  and  darken  as  brightness  levels
increase, and provide comfort from glare. Until the application of the Company's
patented  process  chemistry  to  the  more  widely  available   CR-39(R)  lens,
photochromic   tinting  was   restricted   to   specialty   plastic   materials,
polycarbonate  and  glass  lenses,  and color  choices  were  limited  to mostly
conservative gray or brown.



                                       6
<PAGE>

About 20% of all lenses  processed  in the  United  States,  or $600  million at
retail in 2000, are photochromic  lenses, with a compound growth rate of 12% per
year (by pairs  sold).  The Invicta  Vision  photochromic  patent  substantially
expands the market for  photochromic  lenses to the most popular  plastic lenses
and a full spectrum of fashion  colors.  The founder of Chemko Optical (which is
now the Company's Invicta Vision subsidiary),  George Kohan, has been an optical
industry  pioneer for 40 years,  and created the first one-hour eye wear company
which was later sold to Pearle Vision in 1970.  Mr. Kohan  presently  serves the
Company as a Consultant for Research and Development.

Our  Invicta  Vision  subsidiary  operates  our  Boca  Raton,  FL  manufacturing
facility,  as well as the new facility  presently being  constructed to serve as
the primary manufacturing, warehouse and distribution facility for the Company's
Solera[TM] product line. Mr. Al de Rojas, the former CEO of True- Lite, Inc. and
a well-known  innovator of lens and resin  technology  with over thirty years of
experience  in the  ophthalmic  industry,  has  been  named  Vice  President  of
Manufacturing  for the Company's  Invicta Vision  subsidiary.  Mr. DeRojas has a
B.S.  degree  in  Chemistry  and  post-graduate   studies  in  lens  design  and
manufacturing. The Company has also recently hired Dr. P.M. Thangamathesvaran as
head of Polymer  Research and Chemistry.  Dr.  Thangamathesvaran  has a Ph.D. in
Aerospace  Engineering  (Novel  Polymetric  Binders) from the India Institute of
Science and a M.Sc. And B.Sc. in Polymer

Chemistry  from the  University  of  Madras.  He will work with Mr.  DeRojas  in
developing new and innovative  products for the Solera -TM- line of photochromic
lenses and assisting the Company in its efforts to remain on the cutting-edge of
optical technology.


ACTION SERVICES, INC. SUBSIDIARY (AKA Invicta Technologies)

In May, 2000, the Company completed its acquisition of Action Services,  Inc., a
Tennessee based optical products manufacturer and distributor with operations in
Knoxville,  TN and Miami, FL. The Company has merged Action Services' operations
with the Chemko Optical  Supplies  Division of its Invicta Vision  subsidiary to
create ASI.


TRUE-LITE, INC. SUBSIDIARY

On May 2, 2000, the Company announced that it had acquired  True-Lite,  Inc., an
optical supplies manufacturer and laboratory headquartered in Boca Raton, FL. As
a result of the  Company's  continuing  efforts to simplify  its  organizational
structure and reduce  administrative  expenses,  this subsidiary has been merged
into the Company's Invicta Vision subsidiary during the first quarter of 2001.


BIZ AUCTIONS, INC. SUBSIDIARY (AKA Invicta e-business)

The Company  announced on July 14, 2000 that its Invicta  Vision  subsidiary had
agreed to acquire  Biz  Auctions,  Inc.,  a pioneer in the  business-to-business
interactive  e-auction  format  whose  websites  specialize  in  the  ophthalmic
industry.  The acquisition,  which was completed in August,  2000,  includes two
popular optical industry websites, OpticalAuctions.com and OpticalMall.com.

Management  believes  that this  acquisition  will provide  Invicta  Vision with
proprietary  web sites and an  established  e-commerce  component,  will greatly
enhance  the  on-line  e-commerce  capabilities  which the  Company  has already
established with its  www.soleralens.com and Invictacorp.com web sites, and will
allow the  Company  to  market  and  distribute  optical  equipment,  chemicals,
services and products through a world-wide industry network.

OpticalAuctions.com is a leading optical industry  business-to-business Internet
auction  site,  with an exclusive  format which  allows  sellers an  alternative
distribution  channel  for  targeted  buyers  for  an  ever-changing  mix of new
products,   odd  lots,   closeouts   and   refurbished   goods  and   equipment.
OpticalMall.com  provides the worldwide optical industry with the largest,  one-
click information  resource,  including a data base of optical companies and web
site addresses, new product information,  an optical shopping cart, and a direct
link to OpticalAuctions.com.



                                        7


<PAGE>



OTHER INVESTMENTS

SUNRISE ENTERTAINMENT, INC.

As a  result  of  Management's  decision  to  re-focus  the  Company's  business
operations on the optical technology industry,  the Company announced on January
18,  2000  that it had  received  shareholder  approval  to  distribute  its 40%
interest in its Sunrise Entertainment, Inc. to Invicta Corporation shareholders,
through  a  taxable  distribution.   Subsequent  to  that  decision,  Management
determined that current market  conditions,  as well as the results of the audit
of the Sunrise Entertainment assets and operations, indicated that a reversal of
the  acquisition  transaction  would be in the best  interests of the  Company's
shareholders. This decision is currently being negotiated with all parties.

Sunrise   Entertainment   specializes  in   high-definition   television  (HDTV)
production  and  distribution.  Its most recent  project in the  high-definition
programming  market is "LIVING LEGENDS OF ROCK & ROLL: LIVE FROM ITCHYKOO PARK",
the first major rock & roll festival to be shot in HDTV format.  The programming
has been packaged as both a two-hour special, complete with artists' interviews,
and as a 90-minute,  music-only  version edited for NHK Enterprises  America for
broadcast on the NHK Japan Network.  Sunrise will also begin distribution of its
extensive library of finished products, as well as projects in development.

OMNICAST CORP.

On August 2, 2000,  the Company  entered into an agreement to sell the assets of
its Omnicast Corp. subsidiary,  which are not synergistic to the Company's focus
on optical  technology.  These  assets  include  fanclubmusic.com,  an  Internet
entertainment  content  producer  and web site which is  developing a full-time,
video-based  transactional  network  via  on-line  services,  and  its  $600,000
investment  for  production  costs of the  "Itchykoo  `99"  Classic  Rock  music
festival  and over forty hours of  high-definition  television  (HDTV) video and
music  recordings.  The Omnicast  Corp.  subsidiary  has not had any revenues to
date,  although,  during 2001 the project  recorded  revenues,  the royalties of
which, after producer's first right of return, the Company will be in a position
to recover some, if not all, of its investment. The Company intends to liquidate
this investment based upon market conditions and the purchase candidate, as soon
as practical.


WHYWAIT.COM (FORMERLY DOCUNET, INC.)

On August 17, 1999, the Company  exchanged 10,000 shares of its common stock for
80,000 shares of common stock of WhyWait.com,  formerly  Docunet,  Inc., and the
right to exchange an additional 20,000 Shares of Common Stock.  WhyWait.com is a
privately-held  Internet-based e-commerce company that has a patented technology
and  proprietary  "Super ATM"  machine  that will be capable of issuing  airline
tickets,  event tickets,  and prepaid phone cards as well as cash. The Company's
initial focus is on the U.S.  travel  industry,  where its Personal Travel Agent
(PTA) system search engine software allows end users to reduce  transaction time
and to self-process  travel reservations and itineraries over the Internet while
providing them with  instantaneous  access to a database of pricing,  scheduling
and seat  availability  information.  The  Company  intends  to  liquidate  this
investment based upon market conditions and the purchase  candidate,  as soon as
practical.

INVESTMENT IN LINUXLAB, INC. CONVERTIBLE PREFERRED STOCK

On October 6, 1999, the Company  completed a private  placement of 30,000 shares
of Series A convertible preferred stock for total consideration of $300,000. The
proceeds of this  transaction were used to purchase 30,000 shares of class a PIK
convertible  preferred  stock of  Linuxlab,  Inc.  Linuxlab,  located in Silicon
Valley,  is a designer and  producer of servers  utilizing  the Linux  operating
system.  Their  servers are designed for web site  hosting,  file  sharing,  and
providing Internet audio,  video and data  transmission.


                                        8


<PAGE>


EMPLOYEES

     At March 21,  2002 the  Company  had 12  salaried  employees  and 20 hourly
employees, of which 4 employees were in executive or managerial positions and 36
were in sales/manufacturing/clerical positions.

ITEM 2 - PROPERTIES

     The  Company's  principal  office  facility  is located  at 1160 S.  Rogers
Circle,  Boca Raton, FL 33487; is subject to a long-term leasehold with purchase
option on a 25,000 sq.ft.  that the Company  entered into in January  2001,  and
effective  March,  2002,  the  Company  indicated  it plans on  excercising  its
purchase     option    in    June    2002.    The    Executive     Office    and
Manufacturing/Distribution  facility in Boca Raton which has just  completed  an
approximately   $2.5  million  build-out  as  the  Company's  primary  operating
facility. Monthly rent for this new facility is approximately $18,000.

     The Company's ASI subsidiary occupies a 5,000 sq.ft. Premises in Knoxville,
TN, with a monthly rent of approximately $3,500.

     The research and development facility in Hudson, FL acquired by the Company
in connection  with its EyeAmerica  acquisition,  is currently being offered for
sale by the Company.

     The Company  believes  that these lease  arrangements  are adequate for the
immediately foreseeable business needs of the Company.

ITEM 3 - LEGAL PROCEEDINGS

      The  previously  disclosed  lawsuit  for  breach-of-contract  to which the
Company was a party (TOM CABE v.  INVICTA  CORPORATION  and  WILLIAM J.  REILLY;
originally filed in February,  2000 in Judicial District Court, Dallas County TX
and removed to United States District Court for the Northern  District of Texas,
Dallas Division, under Case No. 3-CV-01-0552-P) was terminated in February, 2002
through a  withdrawal  by the  Plaintiff of the  complaint  against all parties,
without  prejudice.  The Company believes that the issues among the parties have
been satisfactorily resolved.

     On September 5, 2001, a lawsuit was commenced  against the Company (RICHARD
GRAY et al.  v.  INVICTAVISION,  INC.  Formerly  EyeAmerica,  Inc.  And  INVICTA
CORPORATION; 191 Judicial District Court, Dallas County, TX; Case No. 0106763-J)
by a group of  shareholders  seeking  rescission  of their  private  purchase of
Common Stock of the Company's InvictaVision,  Inc. subsidiary, which shares were
subsequently  converted into Shares of Common Stock of the Company.  The Company
is presently  negotiating  with the Plaintiffs in connection with the resolution
of their claims, with an amount in dispute of approximately $500,000.

     With  the  exception  of  the  foregoing   matter,   the  Company  and  its
subsidiaries are at present not involved in any material legal proceedings,  nor
are any material legal proceedings anticipated or threatened.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 25,  2001 the  Shareholders  of the  Registrant,  at the  Company's
Annual Meeting,  in accordance  with the laws of the State of Delaware,  elected
the present  Board of Directors  and  authorized  the  retention of  Schuhalter,
Coughlin & Suozzo, LLC, as independent auditors for calendar year 2001.


                                        9


<PAGE>


                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
         MATTERS

         (a) The  Company's  Common Stock was listed on the OTC  Bulletin  Board
Market (Symbol:  BNHC; prior to August 1, 1998; "BUII") from August 1, 1998, and
"IVIA" since July 1, 2001. Since the fourth quarter of 2000 the Company's Common
Stock has also traded on the Boston Stock Exchange under the symbol "IVI").  The
prices  shown  for the four  quarters  of 2001 and  2000,  respectively,  are as
reported by the National  Quotation Bureau,  Inc. and NASD.

                                 HIGH        LOW          HIGH        LOW
                                   BID PRICES                ASK PRICES
2001

January 1 - March 31             4 1/4      1 7/8         4 1/2      1 3/4
April 1 - June 30                3 5/8      1 15/16       4          2
July 1 - September 30            1 15/16    1 3/8         2          1 1/2
October 1 - December 31          1            15/16       1 1/4      1

2000

January 1 - March 31              3         1 7/8         3 1/8      1 15/16
April 1 - June 30                 3 3/8     1 3/8         3 1/2      1 1/2
July 1 - September 30            15 1/8     3 3/8        15 1/4      3 1/2
October 1 - December 31          14 5/8     5 1/2        14 3/4      5 3/4



         Sales prices do not include  commissions  or other  adjustments  to the
selling price.

(b) HOLDERS- As of March 21, 2002 there were 153  stockholders  of record of the
Company's Common Stock. Based upon information from nominee holders, the Company
believes that the number of beneficial holders of its Common Stock exceeds 900.

(c)  DIVIDENDS - The Company has not paid or  declared  any  dividends  upon its
common stock and it intends for the foreseeable future to retain any earnings to
support the growth of its business. Any payment of cash dividends in the future,
as  determined at the  discretion  of the Board of Directors,  will be dependent
upon the Company's earnings and financial condition,  capital requirements,  and
other factors deemed relevant.


(d)  WARRANTS  AND  OPTIONS- As March 21,  2002,  in  addition to the  Company's
aforesaid  outstanding  Common Stock,  there are issued and  outstanding  Common
Stock  Purchase  Warrants and Options which are  exercisable  at the  price-per-
share indicated, and which expire on the date indicated, as follows:

Description                     Number       Exercise Price     Expiration

Class "B" Warrants            1,012,300         $ 2.50           12/31/03
Class "C" Warrants              645,200         $ 3.50           12/31/04
Class "D" Warrants              950,000         $ 6.00           12/31/05
Other Warrants:
  Issued November, 2000         200,000         $ 9.00           11/31/08
  Issued February, 2001*      1,000,000         $ 2.25            2/28/06
  Issued May 2001 (1)        11,000,000         $ 2.25            5/29/06
  Issued February, 2002*      2,000,000         $ 1.00            2/28/07

*    Subject to contingent  criteria based upon the individual  performances  of
     the recipients and of the Company.

(1)  In connection with private placement of 5,500,000 shares common stock which
     generated proceeds to the company of $5,500,000.

2000 INVENTIVE STOCK OPTION PLAN

On June 15, 2000, the  Shareholders of the Company  ratified the Company's "2000
Incentive Stock Option Plan" and reserved  750,000 shares for issuance  pursuant
to said Plan. As of December 31, 2001,  300,000 options were awarded and 150,000
were exercised.




                                       10
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS AND PLAN OF OPERATIONS

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results  during the periods  included in the  accompanying  condensed
consolidated financial statements.


DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

     The  disclosures  included  in this  Form  10-KSB,  incorporated  documents
included by reference  herein and therein,  contain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
are identified by words such as "expects", "very satisfactory",  "confident" and
words of similar import.  Forward-looking  statements are inherently  subject to
risks and  uncertainties,  many of which cannot be predicted  with  accuracy and
some of which might not even be  anticipated.  Future events and actual results,
financial and otherwise, may differ materially from the results discussed in the
forward-looking statements.  Factors that might cause such a difference include,
but are not limited to, those  discussed  in this Form 10-KSB and other  matters
detailed from  time-to-time  in the Company's  Securities and Exchange  filings,
including the Company's periodic filings on Form 10-QSB and Form 10-KSB.


RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2001 VS. DECEMBER 31, 2000

     The Company  reported  $1,333,098  of revenue in 2001  compared to $835,749
reported for 2000.  Substantially  all of the sales  revenue was recorded in the
Company's  Action  Services  subsidiary.  These  represent  the sales of eyewear
products  to  Action's  existing  customers,  primarily  produced by third party
manufacturers and administered by Action.

     The Company  reported a net loss of $4,270,783  for the year ended December
31, 2001 as compared to a loss of  $8,639,712  for the year ended  December  31,
2000.  This loss represents a loss per common share of $.39 for 2001 as compared
to a loss of $1.58 for 2000.

     Selling and administrative expenses were $3,697,665 for 2001 as compared to
$6,105,899  in 2000.  After  excluding  non-cash  charges  for common  stock and
warrant compensation of $33,336 in 2001 and $2,801,818 in 2000, respectively, in
2001  selling  and  administrative  expenses  were  $3,664,329  as  compared  to
$3,304,081 in 2000. The major increases in selling and  administrative  expenses
in 2001 include salary expense as a result of hiring  additional  sales staff in
early 2001 Invicta Vision,  advertising expense for the Company's Solera line of
$120,798  in 2001 vs.  $369,929  in 2000,  and  $686,640  (in 2001)  compared to
$451,122  (in 2000) of general  and  administrative  expenses  of the  Company's
Action Services Inc.  subsidiary in 2000, as these costs were effective from May
of 2000. The largest  decrease in other  expenses were the non-cash  charges for
common stock and warrant  compensation which totaled $33,336 in 2001 as compared
to $2,801,818 in 2000.

     The Company also recorded an impairment on  investments  with a reserve for
decline  in market  value of its  investments  in  entities  not  related to its
eyewear  business  totaling  $2,049,295  during the year ended December 31, 2000
compared with a write down of $136,500 in 2001.




                                       11
<PAGE>

TWELVE MONTHS ENDED DECEMBER 31, 2000 VS. DECEMBER 31, 1999

     The  Company  reported  $835,749 of revenue in 2000 and no revenue in 1999.
Substantially  all of the sales  revenue was  recorded in the  Company's  Action
Services  subsidiary.  These represent the sales of eyewear products to Action's
existing  customers,   primarily  produced  by  third  party  manufacturers  and
administered by Action.

     The Company  reported a net loss of $8,639,712  for the year ended December
31, 2000 as compared to a loss of  $1,395,882  for the year ended  December  31,
1999. This loss represents a loss per common share of $1.58 for 2000 as compared
to a loss of $.74 for 1999.

     Selling and administrative expenses were $6,105,899 for 2000 as compared to
$1,381,634  in 1999.  After  excluding  non-cash  charges  for common  stock and
warrant compensation of $2,801,818 in 2000 and $1,201,575 in 1999, respectively,
selling  and  administrative  expenses  were  $3,304,081  in 2000 as compared to
$180,079 in 1999. The major increases in selling and administrative  expenses in
2000 include salary expense as a result of hiring full-time  administrative  and
sales employees in Invicta Vision,  advertising expense for the Company's Solera
line of approximately $369,927 in 2000 compared to none in 1999, and $451,122 of
general  and  administrative  expenses in the  Company's  Action  Services  Inc.
subsidiary  in 2000,  with no  corresponding  costs for the prior  year as these
costs  were  effective  only  since  May of  2000.  A large  increase  in  other
administrative  expenses was the  non-cash  charges for common stock and warrant
compensation which totaled $2,801,818 in 2000 as compared to $1,201,575 in 1999.

         Additionally,  the Company  recorded an impairment on investments  with
reserve for decline in market value of its  investments  in entities not related
to its eyewear business  totaling  $2,049,295 during the year ended December 31,
2000.

CURRENT PLAN OF OPERATIONS

     Invicta  Corporation  is  presently  structured  as an  optical  technology
operating  company  which is focusing its business plan on the  high-growth  and
high-margin    consumer    optical    industry,     particularly    proprietary,
patent-protected products. The Company, through its subsidiaries, specializes in
optical technology,  products and services for the optical industry,  as well as
cutting-edge  consumer  optical  products,  which  recently  acquired its second
generation  patent,  including  the  patented  SOLERA-TM-  line of  photochromic
fashion lenses which are presently being marketed  nationally,  and expect to be
marketed internationally, by next year.

     The Company is poised to deliver multiple combinations of prescriptionable,
non-prescriptionable  and  multi  colored  lenses  to a  variety  of  customers,
including frame  manufacturers,  designers with  proprietary  sunglass lines and
optical  chains.  The  dexterity  of style,  together  with its  design  and the
Company's capability to deliver efficient mass and customized production runs of
the Solera -TM- product  line present the  Company's  greatest  opportunity  for
2002.

     Our most exciting product line-the patented Solera(TM) lenses- has recently
introduced to the world a unique and innovative  consumer lens  products.  These
fashion  photochromic  lenses,  manufactured  with our patented  Solera process,
allow for the widest  selection of fashion  colors for eyeglass  lenses that are
lighter in density of color indoors and darker  outdoors.  These colored  lenses
are true fashion as well as function,  and include yellow, orange, rose, violet,
blue,  teal,  brown and gray.  The lenses  change very  quickly from the fashion
color density indoors to sunglass  density color  outdoors.  They maintain their
true color throughout the photochromic process, and also feature ultraviolet and
scratch protection.  The lenses are presently available in both non-prescription
(plano) and prescription form.

     Management   anticipates  that  the  2002  fiscal  capital  plan  to  raise
approximately $2.5 million of equity placement  financing by the Company will be
sufficient to fund the initial national and international  rollout of the Solera
-TM- product line. The Company's new state-of-the-art  manufacturing facility in
Boca Raton, FL. has increased the capacity of the Company to produce, market and
service its products dramatically. The Company anticipates that the new facility
will provide a significant  increase in the Company's "large order" capabilities
and increase  manufacturing  capacity for the calendar  year 2002. In March 2002
the Company's new factory has become operational.

     It is also  anticipated  that the Company's  investments in Omnicast Corp.,
WhyWait.com  and Linuxlabs,  Inc.,  will all be liquidated  during the course of
2002, or as soon as practicable,  as part of the Company's business focus on the
consumer optical industry.

                                       12
<PAGE>

CRITICAL ACCOUNTING POLICIES

Investments in Unconsolidated Entities at Cost and Equity Method

At December 31, 2001, the Company's investments in Linuxlabs,  Inc. and WhyWait,
Inc. are carried at cost.  These  companies are privately held and although both
contemplated  completing  their initial public offering or another capital event
in 2000, no quoted market for their common or preferred stock is available.

Additionally,  both Linuxlabs and WhyWait, Inc. have a limited operating history
and no public financial information is available at this time.

In January,  2000 the Company issued 840,000 shares of its common stock,  valued
at $1,740,000 for a 40% interest in Sunrise Entertainment,  Inc. This investment
is accounted for using the equity method.

At December 31, 2000,  management  reserved $220,000 for decline in market value
of its investment in Linuxlabs,  Inc., $79,500 of its investment in WhyWait.com,
Inc. and  $1,274,000 of its investment in Sunrise  Entertainment  due to current
conditions in the equity markets,  the Company's  focus on its eyewear  business
and the  review  of  expected  net  realizable  assets  pursuant  to  SFAS  121,
"Accounting for Long-Lived Assets."

At December  13,  2001,  the Company had  recorded an  additional  $136,500  for
impairment of the investment in Sunrise Entertainment, Inc.

Entertainment Assets

Entertainment  assets  consist  of the  Company's  share of  assets  held in the
Omnicast  subsidiary,  including  rights to recover the first  $605,000 of gross
profit after  producers  share of  approximately  $250,000 in the "Itchykoo '99"
project and collectible photographs,  net of a reserve for market value decline,
this estimated  impairment was based upon reduced  expectations of the cash flow
the Company  reasonable expects to recover from this asset; of $475,795 recorded
during 2000.

Research and Development

Research  and  development  costs are  charged  to  operations  as  incurred  in
accordance with Statement of Financial  Accounting  Standards  ("SFAS"),  No. 2,
"Accounting for Research and Development Costs."

Income Taxes

The Company  accounts  for income  taxes using the asset and  liability  method.
Under this method,  deferred tax assets and  liabilities  are recognized for the
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases and operating loss and tax credit  carryforwards.  Deferred
tax assets and liabilities are measured using currently  enacted tax rates.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in results of  operations  in the period that includes the enactment
date. Because of the uncertainty  regarding the Company's future  profitability,
the future tax benefit of its losses have been fully reserved for. Therefore, no
benefit  for the net  operating  loss  has  been  recorded  in the  accompanying
consolidated financial statements.

Stock-based Compensation

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123,  "Accounting  for  Stock-Based  Compensation,"  which  permits  entities to
recognize as expense over the vesting period,  the fair value of all stock-based
awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to
continue to apply the provisions of Accounting  Principles Board ("APB") Opinion
No. 25 and  provide  pro  forma net  income  and pro  forma  earnings  per share
disclosures for employee stock option grants as if the fair value-based  method,
as defined,  had been applied.  The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma  disclosure  required
by SFAS No. 123. Compensation expense is generally recorded on the date of grant
only if the current market price of the  underlying  stock exceeded the exercise
price.

The  Company  accounts  for  nonemployee  stock-based  awards in which  goods or
services are the consideration  received for the equity instruments issued based
on the fair value of the consideration  received or the fair value of the equity
instrument issued, whichever is more readily determinable.


                                       13
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting  Standards  Board,  ("FASB") issued
SFAS No. 141,  "Business  Combinations"  and SFAS No. 142,  "Goodwill  and Other
Intangible Assets".  SFAS No. 141 requires all business  combinations  initiated
after June 30, 2001 to be accounted  for using the purchase  method.  Under SFAS
No. 142,  goodwill and  intangible  assets with  indefinite  lives are no longer
amortized but are reviewed annually (or more frequently if impairment indicators
arise) for impairment.  Separable  intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives (but with
no maximum life). The amortization  provisions of SFAS No. 142 apply to goodwill
and intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible  assets  acquired  prior to July 1, 2001,  the Company is required to
adopt SFAS No. 142 effective July 1, 2002. Adoption of SFAS No. 141 will have no
effect on the Company's results of operations or financial position.  Management
does not expect that adoption of SFAS No. 142 will have a material effect on the
Company's results of operations or financial position.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets". This statement addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS  No.  144  supersedes  SFAS  No 121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  of", and provides
guidance on classification  and accounting for such assets when held for sale or
abandonment. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001.  Management  does not expect that adoption of SFAS No. 144 will have a
material effect on the Company's results of operations or financial position.


SEASONALITY

Management believes seasonality had no material effect on operations during 2000
or 2001. Nor should it have a material effect on 2002 results.


CAPITAL RESOURCES AND LIQUIDITY


     At December 31, 2001 the Company had a working  capital deficit of $404,637
as compared to working capital of $313,297 at December 31, 2000. The Company has
supplemented  its working  capital  needs with the proceeds from the issuance of
its common stock and certain notes.

     Subsequent  to  December  31,  2001 the  Company  has issued  approximately
2,000,000 of its shares for approximately $1,000,000 of proceeds. These proceeds
have been used to pay a portion of the bridge note  outstanding  at December 31,
2001, and the remainder here has been available for general working capital.

     Cash used in  operating  activities  consisted  of the net loss,  offset by
depreciation  and  amoritization  expenses  paid  with  stock and  warrants  and
increase in accounts  payable and accrued  expense;  and cash used in operations
was accrued by  increases  in accounts  receivable,  inventory  and deposits and
other assets as the Company is gearing up for its operating mode.

     Management  plans to raise and  additional  $2.5  million  from the  exempt
issuances  of its common  stock to  sophisticated  investors,  depending  on its
varying  working  capital  needs and market  conditions  while  trying to remain
sensitive to shareholder dilution issues.

     Based upon the  current  business  operations  and  financial  commitments,
management  believes that the Registrant's  financial  condition is adequate for
the foreseeable future. There can be no future assurance,  that the Registrant's
future business operations will generate sufficient cash flow from operations or
that future working capital  borrowings will be available in sufficient  amounts
and required time frames to accomplish all of the Registrant's  potential future
operating plans.


Material Commitments

The Company  has  notified  its  landlord  that the  Company (or its  designated
entity)   intends  to  exercise  the  purchase   option  to  buy  its  corporate
headquarters,  in June 2002, for an approximate purchase price of $1,850,000, of
which  approximately  $270,000  has  already  been paid.  The  Company  does not
anticipate difficulty in obtaining a mortgage to complete this transaction.





                                     14
<PAGE>

RISK FACTORS WHICH MAY AFFECT OUR BUSINESS

THE COMPANY IS A DEVELOPMENT STAGE COMPANY

The  Company  remains  in the  development  stage,  as it has not yet  commenced
planned  commercial  operations  of its new  factory  to deliver a full range of
prescriptive lenses.  Since inception,  the Company has been engaged principally
in  the  development  of its  patents.  Therefore,  the  Company  has a  limited
operating  history upon which an evaluation  of its  prospects can be made.  The
Company's  prospects  must be  considered  in light of the risk,  uncertainties,
expenses,  delays and  difficulties  associated with the  establishment of a new
business  in  the  competitive  lenswear  industry,   as  well  as  those  risks
encountered in the shift development to  commercialization of new technology and
products or services based upon such technology.

THE COMPANY HAS A HISTORY OF LOSSES AND MAY INCUR LOSSES IN THE FUTURE, AND IT
MAY NEVER ACHIEVE PROFITABILITY

As of September 30, 2001 the Company had only limited sales of its  photochromic
and  chemical  products.  The  Company  is only  now  beginning  to  market  its
prescriptionable  photochromic  products  to the  industry.  Due to the  need to
establish its brand and service,  the Company expects to incur  increasing sales
and  marketing,   product  development  and  administrative  expenses  upon  the
operability of its new factory.  As a result,  the Company will need to generate
significant revenues to achieve and maintain profitability.

THE  COMPANY'S  BUSINESS  WOULD  BE  SERIOUSLY  IMPAIRED  IF ITS  RIGHTS  IN THE
EYEAMERICA TECHNOLOGY ARE COMPROMISED IN ANY WAY

The Company believes its patents are strong and  comprehensive.  However,  it is
always  possible  that  challenges  to the science or to the  processes  covered
within its patents may be filed by  competitors,  and that it may be required to
expend considerable  resources in defending its rights.  Where patent protection
is possible, it is often expensive and time-consuming to obtain. Even if patents
are obtained,  there can be no assurance that  unauthorized  persons or entities
will not utilize some or all of the Company's technology without compensation to
the  Company.  In  addition,  third  parties  may allege  that there has been an
infringement on their patents or patent rights. Such allegations could result in
protracted  settlement  negotiations  or expensive  litigation,  either of which
could  adversely  affect the  Company.  Furthermore,  future  challenges  to the
Company's  ownership  of the patents may be filed by  competitors  or others who
allege a prior interest.

THE PHOTOCHROMIC LENS MARKET IS COMPETITIVE AND THE COMPANY'S BUSINESS MAY NOT
DEVELOP

The Company faces  entrenched  competition  from well-funded and highly regarded
competitors such as Transitions and Corning.  The competitive  response of these
(and other similar  companies)  to the  introduction  of the Company's  products
cannot be predicted.


                                       15
<PAGE>



IF THE COMPANY DOES NOT ACHIEVE  BRAND  RECOGNITION  NECESSARY TO SUCCEED IN THE
MARKET, ITS BUSINESS WILL SUFFER

The Company  must  quickly  build its brands to gain market  acceptance  for its
products and services. The Company must make substantial expenditures on product
development,  strategic  relationships and marketing initiatives in an effort to
establish its brand  awareness.  The Company cannot be certain that it will have
sufficient resources to build its brand and recognize  commercial  acceptance of
its products and services.  If the Company fails to gain market  acceptance  for
its photochromic products, business will suffer dramatically.

IF THE COMPANY  CANNOT  EFFECTIVELY  MANAGE ITS  GROWTH,  THE ABILITY TO PROVIDE
SERVICES WILL SUFFER

The  Company's  reputation  and ability to attract,  retain and serve  customers
depends upon the reliable  performance  of products and  processes.  The Company
anticipates that it will expand its operations significantly in the near future,
and further expansion will be required to address the anticipated  growth in its
customer  base and  market  opportunities.  To  manage  the  expected  growth of
operations and personnel,  the Company will need to improve existing systems and
implement new systems,  procedures and controls.  In addition,  the Company will
need to expand,  train and manage an increasing employee base. It will also need
to expand finance,  administrative  and operations staff. The Company may not be
able to effectively manage this growth. Planned personnel,  systems,  procedures
and controls may be inadequate to support the Company's  future  operations.  If
the Company is unable to manage growth  effectively  or  experience  disruptions
during  expansion,  the business  will suffer and its  financial  condition  and
results of operations will be seriously affected.

          -    the timing and amount of costs  relating to the  expansion of our
               operations and technology or business; and

          -    general economic and market conditions.

Because we have a limited operating  history,  our future revenues are difficult
to forecast.  A shortfall in revenues  will damage our business and would likely
affect the market price of our common stock. Our limited  operating  history and
the new and rapidly evolving  Internet market make it difficult to ascertain the
effects of seasonality on our business. If seasonal and cyclical patterns emerge
in Internet  purchasing,  our results of operations  from quarter to quarter may
vary greatly and may cause our business to suffer.

WE MAY NOT BE ABLE TO SUCCESSFULLY  COMPETE AS WE FACE INTENSE  COMPETITION FROM
INTERNET-BASED AND RETAIL-BASED BUSINESS.

We  cannot  assure  you  that we will be able to  compete  successfully  or that
competitive pressures will not damage our business. Our competition includes:

          -    traditional retailers;

          -    Web sites maintained by online retailers of similar  merchandise;
               and

          -    Internet  portals  and  online  service  providers  that  feature
               shopping  services,  such as America Online,  Yahoo!,  Excite and
               Lycos.


                                       16
<PAGE>



WE BELIEVE THAT OUR ABILITY TO COMPETE DEPENDS ON MANY FACTORS, INCLUDING:

          -    The quality of our products;

          -    the  market  acceptance  of our  products,  Web sites and  online
               services; and

          -    the success of our sales and marketing efforts.

Our  competitors  may be  larger  than us and  may  have  substantially  greater
financial,  distribution and marketing resources.  In addition,  our competitors
may be able to secure  products from vendors on more  favorable  terms,  fulfill
customer orders more efficiently and adopt more aggressive  pricing or inventory
availability policies than we can.

OUR STOCK  PRICE  COULD BE  EXTREMELY  VOLATILE,  AS IS  TYPICAL  OF  TECHNOLOGY
DEVELOPMENT STAGE COMPANIES.

Our stock price has been volatile and is likely to continue to be volatile.  The
stock market has experienced significant price and volume fluctuations,  and the
market price of  securities  of  development  stage  companies  have been highly
volatile.

The market price for Invicta's stock is likely to be highly volatile and subject
to wide fluctuations in response to the following factors:

          -    actual  or  anticipated  variations  in our  quarterly  operating
               results;

          -    announcements of technological  innovations or new or services by
               us or our competitors;

          -    changes in financial estimated by securities analysts;

          -    conditions or trends in e-commerce;

          -    announcements by us or our competitors of significant,  strategic
               partnership, joint ventures or capital commitments;

          -    additions or departures of key personnel;

          -    release  of  lock-up  or  other  transfer   restrictions  on  our
               outstanding  shares of common stock or sales of additional shares
               of common stock; and

          -    potential litigation.

In the past,  following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company.  The institution of such  litigation  against us could result in
substantial  costs  to us and a  diversion  of our  management's  attention  and
resources.


                                       17
<PAGE>

We have a limited operating history upon which you can evaluate our performance.
Before  investing  in our  common  stock,  you  should  consider  the  risks and
difficulties  we may encounter as an early-stage  company in the new and rapidly
evolving market. These risks include our ability to:

          -    implement our business model;

          -    anticipate and adapt to rapid changes in our markets;

          -    attract new customers and maintain customer satisfaction;

          -    introduce  new and  enhanced  websites,  services,  products  and
               alliances;

          -    manage the timing or promotions and sales programs.

If we do not  successfully  manage these risks,  our  business  will suffer.  We
cannot  assure you that we will  successfully  address  these  risks or that our
business strategy will be successful.

WE MAY NEED  ADDITIONAL  CAPITAL TO CONTINUE  OUR BUSINESS IF WE DO NOT GENERATE
ENOUGH REVENUE.

We require substantial working capital to fund our business and may need more in
the future. We will likely experience negative cash flow from operations for the
foreseeable future. If we need to raise additional funds through the issuance of
equity,  equity-related  or debt  securities,  your rights may be subordinate to
other investors and your stock ownership percentage may be diluted. We cannot be
certain that additional financing will be available to us.



                                       18
<PAGE>



                                     PART IV

ITEM 7.           FINANCIAL STATEMENT AND SUPPLEMENTARY DATA

         (a)      The following documents are filed as part of this report:

a.   CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT, INVICTA CORPORATION

                                                                          Page

Report of Independent Auditors'                                            F-1

Consolidated Balance Sheet of Invicta Corporation
  as of December 31, 2001                                                  F-2

Consolidated Statements of Operations of Invicta Corporation
  for the years ended December 31, 2000 and 2001 and for the
  period from January 1, 1998 (date of reorganization) through
  December 31, 2001                                                        F-3

Consolidated Statements of Changes in Stockholders Equity of
  Invicta Corporation for the period from January 1, 1998
  (Date of Reorganization) to December 31, 2001                       F-4 - F-9

Consolidated Statements of Cash Flows of Invicta Corporation
  for the years ended December 31, 2000 and 2001 and for the
  period from January 1, 1998 (date of reorganization) through
  December 31, 2001                                                       F-10

Notes to the Financial Statements of Invicta Corporation                  F-11

b.       INTERIM FINANCIAL STATEMENTS

         Not Applicable

c.       FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND TO BE ACQUIRED






















                                       19


<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of

Invicta Corporation and Subsidiaries

We have  audited  the  accompanying  balance  sheet of Invicta  Corporation  and
Subsidiaries  (a  development  stage  company) as of  December  31, 2001 and the
related  statements of  operations,  and cash flows for the two years then ended
and the  statement of  stockholders'  equity for the period from January 1, 1998
(date of  reorganization)  to December 31, 2001. 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. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. 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 Invicta  Corporation  and
Subsidiaries  at December 31, 2001,  and the results of its  operations  and its
cash flows for the two years then ended in conformity  with  generally  accepted
accounting principles.




                                   /s/SCHUHALTER, COUGHLIN & SUOZZO, LLC
                                   -------------------------------------
                                      SCHUHALTER, COUGHLIN & SUOZZO, LLC


Raritan, New Jersey

May 8, 2002











                                       F-1


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001
  ASSETS

  Current assets
    Cash                                                           $     99,966
    Accounts receivable, net of allowance of $30,000                    274,009
    Inventory                                                           423,149
    Prepaid expenses and other current assets                           104,518
                                                                   ------------
        Total current assets                                            901,642

  Fixed assets, net of accumulated depreciation of $305,285           2,710,017

  Patents and other intangibles, net of accumulated
    amortization of $1,124,273                                        7,088,415

  OTHER ASSETS

  Investment in unconsolidated subsidiary,
    equity method, net of reserve for decline in
    value and cumulative share of loss of $1,522,014                    242,400
  Entertainment assets, at cost, net of reserve for
    decline in value of $475,795                                        171,000
  Investments, cost method, net of reserve for decline
    in value of $299,500                                                108,000
  Deposits and other assets                                             418,376
                                                                   ------------

        Total other assets                                              939,776
                                                                   ------------

        TOTAL ASSETS                                                 11,639,850
                                                                   ============


  LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities
    Accounts payable                                                    556,980
    Accrued expenses                                                    342,502
    Short-term bank debt                                                 87,114
    Capital lease obligation, current portion                           319,683
                                                                   ------------
        Total current liabilities                                     1,306,279

  Capital lease obligation, net of current portion                      231,425
                                                                   ------------
  Short term notes, expected to be converted to or
    be repaid from equity                                               825,000
                                                                   ------------
  Other liabilities, related parties                                    494,074
                                                                   ------------
  Stockholders' Equity
    Common Stock, $.01 par value,  50,000,000 shares authorized;
      13,433,465 issued and outstanding at December 31, 2001            134,335
    Additional Paid-In Capital                                       23,116,372
    Deferred compensation                                               (61,109)
    Retained Deficit Subsequent to Reorganization (1-1-98)          (14,406,554)
                                                                   ------------
        Total Stockholders' Equity                                    8,783,044
                                                                   ------------
        TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                  $ 11,639,850
                                                                   ============


   The accompanying notes are an integral part of these financial statements.


                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                        INVICTA CORPORATION AND SUBSIDIARIES
                            (A Development Stage Company)
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                            From
                                                                         January 1,
                                                                           1998
                                                 For The                 (Date of
                                                Year Ended            Reorganization)
                                                December 31,            December 31,
                                            2000            2001            2001
                                        ------------    ------------    ------------
<S>                                     <C>             <C>            <C>
  Total Revenue                         $    835,749    $  1,333,098    $  2,168,847
                                        ------------    ------------    ------------


  Operating Expenses
    Direct Operating Expenses                462,679         598,765       1,075,367
    Research and development                 211,122         240,595         451,717
    Selling and administrative expenses
      (including bad debts of $58,732,
      $10,919 and $69,651, respectively
      and non-cash charges for common
      stock and warrant compensation of
      $2,801,818, $33,336 and 4,131,729
      respectively)                        6,105,899       3,697,665      11,285,365
    Depreciation expense                     528,867         782,124       1,311,296
                                        ------------    ------------    ------------

        Total Operating Expenses           7,308,567       5,319,149      14,123,745
                                        ------------    ------------    ------------

        Loss from operations before
          other income and expense        (6,472,818)     (3,986,051)    (11,954,898)

  Other Income (Expense)
    Interest and dividend income               2,017           4,155           6,172
    Interest expense                         (58,732)       (101,757)       (160,489)
    Minority interest loss in
      unconsolidated subsidiary              (60,884)        (50,630)       (111,514)
    Reserve for decline in value of
      investments                         (2,049,295)       (136,500)     (2,185,795)
                                        ------------    ------------    ------------

        Total Other Income (Expense)      (2,166,894)       (284,732)     (2,451,626)
                                        ------------    ------------    ------------

        Operating (Loss) before taxes     (8,639,712)     (4,270,783)    (14,406,524)
                                        ------------    ------------    ------------
  Provision for taxes                           --              --              --
                                        ------------    ------------    ------------
        Net (Loss)                      $ (8,639,712)   $ (4,270,783)   $(14,406,524)
                                        ============    ============    ============
    (Loss) per share                    $      (1.58)   $      (0.39)
                                        ============    ============
  Weighted average shares
    outstanding
    Basic and Diluted                      5,479,463      11,001,682
                                        ============    ============

</TABLE>





The accompanying notes are an integral part of these financial statements.

                                       F-3


<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 1998
                            THROUGH DECEMBER 31, 2001


                                                                      Additional
                                                   Common Stock        Paid In
                                              Shares        Amount     Capital


Balance, January 1, 1998                    15,824,010     158,240    (177,968)

Reverse split of 1 share for every         (15,507,528)   (155,075)    155,075
 50 shares held

Issuance of shares at $.50 per share           270,000       2,700     132,300

Issuance of shares for services                190,000       1,900      93,100

Net loss for the year                                -           -           -
                                             ---------    --------   ---------

Balance, December 31, 1998                     776,482       7,765     202,507

Issuance of shares at $.50 per share           141,000       1,410      69,090

Stock dividend, one share for each share       917,482       9,175      (9,175)
  outstanding on July 31, 1999

Issuance of shares at $.50, $2.50 and          288,000       2,880     582,120
  $10.00, net of offering costs of $12,500

Issuance of 10,000 shares in exchange           10,000         100     107,400
  for 80,000 shares of Docunet, Inc.

Issuance of stock options and warrants               -           -     994,700
  for service

Issuance of 30,000 shares of convertible             -           -           -
  preferred stock at $10 per share

Issuance of shares for services                100,000       1,000     205,875

Net loss for the year                                -           -           -
                                            ----------     -------   ---------

Balance, December 31, 1999                   2,232,964   $  22,330  $2,152,517
                                            ----------     -------   ---------




   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                              INVICTA CORPORATION AND SUBSIDIARIES
                                  (A Development Stage Company)
                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JANUARY 1, 1998
                                    THROUGH DECEMBER 31, 2001



                                            Convertible
                                           Preferred Stock                 Retained
                                       Shares            Amount            Deficit           Total
<S>                              <C>                  <C>             <C>                  <C>
Balance, January 1, 1998                   -                 -                  -          (19,728)

Reverse split of 1 share for               -                 -                  -                -
 every 50 shares held

Issuance of shares at $.50                 -                 -                  -          135,000
 per share

Issuance of shares for services            -                 -                  -           95,000

Net Loss for the  year                     -                 -           (100,147)        (100,147)
                                   ---------         ---------          ---------        ---------

Balance, December 31, 1998                 -                 -           (100,147)         110,125

Issuance of shares at $.50                 -                 -                  -           70,500
 per share

Stock dividend, on share for               -                 -                  -                -
 each share outstanding on
 July 31, 1999

Issuance of shares at $.50,                -                 -                  -          585,000
 $2.50 and $10.00, net of
 offering costs of $12,500

Issuance of 10,000 shares in               -                 -                  -          107,500
 exchange for 80,000 shares
 of Docunet, Inc.

Issuance of stock options and              -                 -                  -          994,700
 warrants for service

Issuance of 30,000 shares of          30,000           300,000                  -          300,000
 convertible preferred stock
 at $10 per share

Issuance of shares for services            -                 -                  -          206,875

Net loss for the year                      -                 -         (1,395,882)      (1,395,882)
                                   ---------         ---------          ---------        ---------

Balance, December 31, 1999            30,000        $  300,000        $(1,496,029)      $  978,818
                                   ---------         ---------          ---------        ---------


</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>

                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 1998
                            THROUGH DECEMBER 31, 2001
                                   (CONTINUED)


                                                                     Additional
                                                Common Stock           Paid In
                                          Shares           Amount      Capital


Balance, January 1, 2000                   2,232,964     $  22,330  $ 2,152,517

Issuance of shares in private                761,001         7,610    3,241,463
  placements at $2.00 and $6.00
  per share, net of costs of
  $148,927

Issuance of shares in connection           3,195,000        31,950    8,302,925
  with acquisitions

Issuances of warrants for services                 -             -    3,095,600
  and in connection with acquisitions

Issuance of shares pursuant to the         1,119,500        11,195      160,055
  exercise of warrants

Conversion of $10.00 preferred                45,000           450      299,550
  stock to common stock at
  $6.67 per share

Issuance of shares for services              121,000         1,210      288,852

Deferred employee stock option                     -             -      100,000
  compensation

Amortization of deferred employee                  -             -            -
  stock option compensation

Net loss for the year                              -             -            -
                                           ---------        ------   ----------

Balance, December 31, 2000                 7,474,465     $  74,745  $17,640,962
                                           =========        ======   ==========




The accompanying notes are an integral part of these financial statements.


                                       F-6
<PAGE>
<TABLE>
<CAPTION>

                                      INVICTA CORPORATION AND SUBSIDIARIES
                                         (A Development Stage Company)
                           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE PERIOD FROM JANUARY 1, 1998
                                           THROUGH DECEMBER 31, 2001
                                                  (CONTINUED)


                                         Convertible
                                        Preferred Stock                 Deferred     Retained
                                    Shares            Amount          Compensation    Deficit            Total
<S>                                 <C>             <C>             <C>              <C>               <C>
Balance,
 January 1, 2000                     30,000         $  300,000      $       -        $(1,496,029)     $  978,818

Issuance of shares                        -                  -              -                  -       3,249,073
 in private placements
 at $2.00 and $6.00
 per share, net of
 costs of $148,927

Issuance of shares in                     -                  -              -                  -       8,334,875
  connection with
  acquisitions

Issuances of warrants                     -                  -              -                  -       3,095,600
  for services and in
  connection with
  acquisitions

Issuance of shares                        -                  -              -                  -         171,250
  pursuant to the
  exercise of warrants

Conversion of $10.00                (30,000)          (300,000)             -                  -               -
 preferred stock to
 common stock at
  $6.67 per share

Issuance of shares for                    -                  -              -                  -         290,062
  services

Deferred employee                         -                  -       (100,000)                 -               -
  stock option
  compensation

Amortization of                           -                  -          5,555                  -           5,555
  deferred employee
  stock option
  compensation

Net loss for the year                     -                  -              -         (8,639,712)     (8,639,712)
                                      -----            -------        -------          ---------       ---------

Balance,  December 31, 2000               -          $       -      $ (94,445)      $(10,135,741)     $7,485,521
                                      =====            =======        =======         ==========       =========



</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       F-7



<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 1998
                            THROUGH DECEMBER 31, 2001
                                   (CONTINUED)


                                                                   Additional
                                           Common Stock              Paid In
                                      Shares          Amount         Capital

Balance January 1, 2001              7,474,465    $     74,745    $ 17,760,962

Issuance of shares in private        5,500,000          55,000       5,445,000
   placement at $1.00

Issuance of shares pursuant to         349,000           3,490          (3,490)
   cashless exercise of
   previously outstanding warrants

Issuance of Shares pursuant to         150,000           1,500          73,500
   the exercise of stock options

Amortization of deferred employee         --              --              --
  stock option compensation

Repurchase of certain shares by        (40,000)           (400)        (39,600)
  Company

Net loss for the year                     --              --              --
                                  ------------    ------------    ------------
Balance, December 31, 2001          13,433,465    $    134,335    $ 23,116,372
                                  ============    ============    ============





The accompanying notes are an integral part of these financial statements.



                                      F-8
<PAGE>

<TABLE>
<CAPTION>

                                        INVICTA CORPORATION AND SUBSIDIARIES
                                           (A Development Stage Company)
                             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE PERIOD FROM JANUARY 1, 1998
                                             THROUGH DECEMBER 31, 2001



                                          Convertible
                                         Preferred Stock               Deferred         Retained
                                     Shares            Amount        Compensation        Deficit             Total
<S>                              <C>                  <C>           <C>              <C>                <C>

Balance January 1, 2001                  --               --        $    (94,445)     $(10,135,741)     $  7,485,521

Issuance of shares in private            --               --                --                --           5,500,000
   placement at $1.00


Issuance of shares pursuant to           --               --                --                --                --
   cashless exercise of previous
   outstanding warrants

Issuance of Shares pursuant to           --               --                --                --              75,000
   the exercise of stock options

Amortization of deferred employee        --               --              33,336              --              33,336
  stock option compensation

Repurchase of certain shares by          --               --                --                --             (40,000)
  Company

Net loss for the year                    --               --                --          (4,267,268)       (4,267,268)
                                 ------------     ------------      ------------      ------------      ------------

                                 $       --       $       --        $    (61,109)     $(14,403,009)     $  8,786,589
                                 ============     ============      ============      ============      ============



</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                                     INVICTA CORPORATION
                                (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                         (Unaudited)
                                                                                 From
                                                                              January 1,
                                                                                 1998
                                                                               (Date of
                                                       For the              Reorganization)
                                                     Year Ended                   to
                                                     December 31,            December 31,
                                                 2000            2001            2001
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Operating Activities
Cash Flows provided by
  Operating Activities:
  Net (loss)                                 $ (8,639,712)   $ (4,270,783)   $(14,403,009)
  Adjustments to reconcile net loss
    to cash provided by operating
    activities:
  Bad Debts                                        58,732          10,919          69,651
  Expense paid by issuance of
    common stock and warrants                   2,801,818          33,336       4,131,729
  Reserve for decline in market value           2,049,295         136,500       2,185,795
  (Income)Loss from unconsolidated
    subsidiary                                     60,884          50,565         111,514
  Depreciation and amortization                   528,867         903,901       1,429,558
  (Increase) Decrease in accounts receivable         (521)       (176,677)       (177,198)
  (Increase) Decrease in other assets            (154,621)       (242,107)       (396,793)
  (Increase) Decrease in inventory               (119,280)       (209,100)       (328,380)
  (Decrease) Increase in accounts payable and
    accrued expenses                              560,732         163,418         781,643
                                             ------------    ------------    ------------
Net cash (used in) operating activities        (2,853,806)     (3,600,028)     (6,595,490)
                                             ------------    ------------    ------------

INVESTING ACTIVITIES
Cash Flows (Used In) Investing Activities:
  Entertainment assets                               --              --          (646,795)
  Acquisition of fixed assets                  (1,294,698)     (1,721,401)     (3,019,145)
  Investment in Linux Labs                           --              --          (300,000)
  Cash payment for intangible assets             (615,000)        (43,250)       (658,250)
                                             ------------    ------------    ------------
Net cash (used in) investing activities        (1,909,698)     (1,764,651)     (4,624,190)
                                             ------------    ------------    ------------

FINANCING ACTIVITIES
Cash Flows From (Used) In Financing
  Activities:
  Proceeds from Capital Lease                        --           656,213         656,213
  Proceeds from notes                           2,460,000       1,170,000       3,630,000
  Payment on notes                               (250,000)     (2,514,091)     (2,764,091)
  Payment on bank debt                            (61,412)        (75,485)       (136,897)
  Proceeds from the issuance of
    convertible preferred stock                      --              --           300,000
  Proceeds from the issue of
    common stock                                3,420,325       5,575,000       9,786,325
  Cash acquired in acquisitions                     3,406            --             3,406
  Payment on capital lease obligations            (10,850)       (105,107)       (115,957)
  Repurchase of common stock                         --           (40,000)        (40,000)
                                             ------------    ------------    ------------
Net cash from financing activities              5,561,469       4,666,530      11,318,999
                                             ------------    ------------    ------------

Net increase (decrease) in cash                   797,965        (698,149)         99,319
Cash, beginning of period                             150         798,115             647
                                             ------------    ------------    ------------

Cash, end of period                          $    798,115    $     99,966    $     99,966
                                             ============    ============    ============

The accompanying notes are and integral part of these  financial statements.
</TABLE>

                                               F-10
<PAGE>

                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

     Invicta Corporation  (formerly  BusinessNet Holdings Corp.) (the "Company")
     was  originally  incorporated  under the laws of the State of  Delaware  on
     January 10, 1989 as Portfolio Publishing, Inc.

     The primary  business  of Invicta is to design,  develop,  manufacture  and
     market high quality  prescription  and  non-prescription  sunglass lens and
     eyewear products.

     The  Company's  InvictaVision,  Inc.  subsidiary  is holder of the patents,
     licenses and trade marks of the Company's patented Solera TM lenses and the
     Company's patented CR39(R) colorization process.

     After the completion of its public offering in February,  1990 as Portfolio
     Promotions, the company went through management and operational changes and
     on January  31,  1994  completed a reverse  acquisition,  whereby  Navigato
     International was considered the acquiror, and the Company changed its name
     to Navigato International, Inc.

     On January 31, 1994, the Company acquired 100% of the outstanding  stock of
     Navigato A/S, a Danish  company which had concluded the  development of its
     first  product  line,  a complete  system for fleet  management,  including
     on-board computer,  satellite  communication equipment and software for the
     base station.  Navigato A/S had also signed  agreements  that give Navigato
     A/S the exclusive  right to market a number of products within its business
     area in Denmark.  BusinessNet U.K., LTD was acquired by the Company on June
     4, 1996 by the  issuance  of  9,000,000  shares of common  stock,  $.01 par
     value, in exchange for all of the outstanding  capital stock of BusinessNet
     U.K., LTD, and the Company  changed its name to BusinessNet  International,
     Inc. During 1997 these subsidiaries  became insolvent and ceased operations
     and the Company completed a quasi-reorganization.

     REORGANIZATION

     During  1997,  a  financial   reorganization   of  the  Company's   foreign
     subsidiaries was required as a result of the failure of subsidiary  Options
     Invest Danmark A/S to obtain a required financial services license from the
     Government of Denmark.  As a result of this financial  reorganization,  the
     Company has discontinued its European  business  operations  effective June
     30, 1997. The Company has had no administrative or operating control of any
     of the former  subsidiary  operations  since then,  and  accounted  for the
     abandonment of these subsidiaries during the year ended December 31, 1997.



                                      F-11

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 2 - LOSSES DURING THE DEVELOPMENT STAGE

     The Company has recorded losses since the reorganization  effective January
     1, 1998 totaling  $14,406,554.  The Company has working  capital deficit of
     $404,637 and recorded its initial  operating  revenue  during the two years
     ended December 31, 2001 of  $2,168,847,  primarily from the resale of other
     third party manufacturer's products.

     The Company is in the  development  stage and its present  activities  have
     been focused on the  completion of its factory to provide  prescriptionable
     sunglass lens and  associated  products.  The Company's new factory  became
     operational in March of 2002.  Because Invicta is in the development stage,
     the accompanying financial statements should not be regarded as typical for
     normal operating periods.

     The Company  believes  that its  remaining  cash  resources at December 31,
     2001,  along with cash flows expected to be generated from  financings that
     are  expected  to close in the short  term will be  sufficient  to fund the
     Company's  operations through 2002.  Additional funding will be required to
     complete the product deployment stage, and the transition,  ultimately,  to
     profitable operations.  However, there can be no assurance that the Company
     will  generate  sufficient  revenues  to provide  positive  cash flows from
     operations or that sufficient capital will be available,  when required, to
     permit the Company to realize its plans.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

     The consolidated  financial statements include the accounts of the Company,
     its wholly owned subsidiaries: Invicta Vision, Inc., Action Services, Inc.,
     True- Lite Inc. and Biz Auctions,  Inc., which is a wholly owned subsidiary
     of  Invicta  Vision,  Inc.,  as  well  as  its  60%  owned  Omnicast  Corp.
     subsidiary.  Significant  intercompany  accounts and transactions have been
     eliminated in consolidation. No minority interest has been recorded for the
     Omnicast subsidiary as this has recorded losses since inception.

     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 and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statement  and the  reported  amounts of revenues  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from these
     estimates.

     Cash and Cash Equivalents

     For purposes of the statement of cash flows, cash equivalents  include time
     deposits,  certificates of deposit,  and all highly liquid debt instruments
     with original maturities of three months or less.

     Property and Equipment

     Property and  equipment are recorded at cost.  Depreciation  is provided on
     the straight-line method over the estimated useful life of the asset.


                                      F-12

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Fair Value of Financial Instruments

     The  carrying  values  of  cash,  cash  equivalents  and  accounts  payable
     approximate their fair values due to their short  maturities.  The carrying
     value of the Company's investments in Docunet,  Inc.,  Linuxlabs,  Inc. and
     Sunrise  Entertainment,  Inc. and the carrying values of its  entertainment
     assets approximate their net realizable value.

     Investments in Unconsolidated Entities at Cost and Equity Method

     At December 31, 2001,  the Company's  investments  in  Linuxlabs,  Inc. and
     WhyWait,  Inc. are carried at cost.  These companies are privately held and
     although both  contemplated  completing  their initial  public  offering or
     another  capital  event in 2000,  no  quoted  market  for  their  common or
     preferred stock is available.

     Additionally,  both  Linuxlabs and WhyWait,  Inc. have a limited  operating
     history and no public financial information is available at this time.

     In January,  2000 the Company  issued  840,000  shares of its common stock,
     valued at $1,740,000 for a 40% interest in Sunrise Entertainment, Inc. This
     investment is accounted for using the equity method.

     At December 31, 2000,  management  reserved  $220,000 for decline in market
     value of its  investment in Linuxlabs,  Inc.,  $79,500 of its investment in
     WhyWait.com, Inc. and $1,274,000 of its investment in Sunrise Entertainment
     due to current conditions in the equity markets, the Company's focus on its
     eyewear business and the review of expected net realizable  assets pursuant
     to SFAS 121, "Accounting for Long-Lived Assets."

     At December 13, 2001,  the Company had recorded an additional  $136,500 for
     impairment of the investment in Sunrise Entertainment, Inc.

     Entertainment Assets

     Entertainment  assets consist of the Company's  share of assets held in the
     Omnicast  subsidiary,  including  rights to recover  the first  $605,000 of
     gross  profit  after  producers  share  of  approximately  $250,000  in the
     "Itchykoo '99" project and  collectible  photographs,  net of a reserve for
     market value  decline,  this  estimated  impairment  was based upon reduced
     expectations  of the cash flow the  Company  reasonable  expects to recover
     from this asset; of $475,795 recorded during 2000.

     Research and Development

     Research and  development  costs are charged to  operations  as incurred in
     accordance with Statement of Financial Accounting  Standards ("SFAS"),  No.
     2, "Accounting for Research and Development Costs."

     Reclassifications

     Certain  reclassifications  have been made in the prior period consolidated
     financial statements to conform to the current period presentation.



                                      F-13

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Loss Per Common Share, Basic and Diluted

     The Company  accounts for net loss per common share in accordance  with the
     provisions of Statements of Financial Accounting Standards ("SFAS") No. 128
     "Earnings per Share" ("EPS").  SFAS No. 128 reflects the potential dilution
     that could occur if  securities  or other  contracts to issue common stock,
     which in the case of the Company includes outstanding warrants and options,
     were  exercised or converted  into common stock or resulted in the issuance
     of common  stock that then shared in the  earnings  of the  entity.  Common
     equivalent  shares have been excluded from the  computation  of diluted EPS
     since their effect is antidilutive.

     Loss per share are based on the weighted average shares outstanding for all
     periods presented giving retroactive recognition for reverse stock split of
     1 share for each 50 shares held on August 1, 1998 and the stock dividend in
     July, 1991 of 917,482 shares for both periods presented.


                                                       For the Year Ended
                                                          December 31,
                                                       2000        2001
                                                     --------    --------
      SCHEDULE OF NON CASH INVESTING
      AND FINANCING ACTIVITIES:

      100,000 and 121,000 shares issued
        in 2000 and 2001 for services                $288,852     $      0
                                                     ========     ========

      SUPPLEMENTAL INFORMATION - STATEMENT
      OF CASH FLOWS:

      Interest paid                                  $ 16,092     $127,650
                                                     ========     ========

     Long-Lived Assets

     The Company accounts for long-lived assets under the provisions of SFAS No.
     121, "Accounting for the Impairment of Long-lived Assets and for Long-lived
     Assets to Be Disposed of, " which states that whenever events or changes in
     circumstances  indicate  that the  carrying  amount  of an asset may not be
     recoverable and long-lived assets and certain identifiable  intangibles are
     to be disposed of, they should be reported at the lower of carrying  amount
     or fair value less cost to sell. The Company does not believe that any such
     changes in circumstances  have occurred,  other than those recorded for the
     periods presented.





                                      F-14

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Income Taxes

     The Company accounts for income taxes using the asset and liability method.
     Under this method,  deferred tax assets and  liabilities are recognized for
     the  future  tax  consequences  attributable  to  differences  between  the
     financial statement carrying amounts of existing assets and liabilities and
     their respective tax bases and operating loss and tax credit carryforwards.
     Deferred tax assets and liabilities  are measured using  currently  enacted
     tax rates. The effect on deferred tax assets and liabilities of a change in
     tax rates is  recognized  in  results  of  operations  in the  period  that
     includes the  enactment  date.  Because of the  uncertainty  regarding  the
     Company's future  profitability,  the future tax benefit of its losses have
     been fully reserved for.  Therefore,  no benefit for the net operating loss
     has been recorded in the accompanying consolidated financial statements.

     Stock-based Compensation

     The Company  accounts for stock-based  compensation in accordance with SFAS
     No. 123, "Accounting for Stock-Based  Compensation," which permits entities
     to  recognize  as expense  over the vesting  period,  the fair value of all
     stock-based awards on the date of grant.  Alternatively,  SFAS No. 123 also
     allows   entities  to  continue  to  apply  the  provisions  of  Accounting
     Principles  Board  ("APB")  Opinion No. 25 and provide pro forma net income
     and pro forma  earnings per share  disclosures  for  employee  stock option
     grants as if the fair value-based method, as defined, had been applied. The
     Company has elected to continue to apply the  provisions of APB Opinion No.
     25 and  provide  the  pro  forma  disclosure  required  by  SFAS  No.  123.
     Compensation expense is generally recorded on the date of grant only if the
     current market price of the underlying stock exceeded the exercise price.

     The Company accounts for nonemployee  stock-based  awards in which goods or
     services are the consideration  received for the equity  instruments issued
     based on the fair value of the consideration  received or the fair value of
     the equity instrument issued, whichever is more readily determinable.

     Revenue Recognition

     In the  Company's ASI  subsidiary,  revenues are recorded when the products
     are  shipped.  For the  fiscal  years  ended  December  13,  2000 and 2001,
     $753,046  and  $1,148,298,  or 90% and 86%,  respectively,  of the  revenue
     recorded by the Company was recorded by ASI.

     In the  Company's  InvictaVision,  Inc.  subsidiary,  all revenue  recorded
     relate to sales of the Company's  Solera TM product line. As required,  the
     Company  adopted the  Securities  and  Exchange  Commission  ("SEC")  Staff
     Accounting  Bulletin  ("SAB") No. 101,  Revenue  Recognition  in  Financial
     Statements,   which  provides  guidance  on  applying   generally  accepted
     accounting  principles to revenue  recognition based on the interpretations
     and  practices of the SEC. The Company  recognizes  revenue for its line of
     Solera  TM  products  at the  time of  shipment,  at which  time,  no other
     significant  obligations of the Company exist,  other than normal  warranty
     support.


                                      F-15

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Recent Accounting Pronouncements

     In July 2001, the Financial  Accounting  Standards  Board,  ("FASB") issued
     SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
     Intangible  Assets".  SFAS  No.  141  requires  all  business  combinations
     initiated after June 30,2001 to be accounted for using the purchase method.
     Under SFAS 142, goodwill and intangible assets with indefinite lives are no
     longer  amortized  but  are  reviewed   annually  (or  more  frequently  if
     impairment  indicators arise) for impairment.  Separable  intangible assets
     that are not deemed to have indefinite  lives will continue to be amortized
     over  their  useful  lives  (but with no maximum  life).  The  amortization
     provisions of SFAS No. 142 apply to goodwill and intangible assets acquired
     after  June 30,  2001.  With  respect to  goodwill  and  intangible  assets
     acquired  prior to July 1, 2001,  the Company is required to adopt SFAS no.
     142 effective July 1, 2002. Adoption of SFAS No. 141 will have no effect on
     the Company's results of operations or financial position.  Management does
     not expect that adoption of SFAS No. 142 will have a material effect on the
     Company's results of operations or financial position,  the effect, if any,
     would be a  reduction  in  amortization  of certain  intangible  assets the
     Company has acquired in its "Business Combinations," see also Note 5..

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or Disposal of Long-Lived  Assets".  This  statement  addresses
     financial  accounting  and  reporting  for the  impairment  or  disposal of
     long-lived  assets.  SFAS No. 144 supersedes SFAS No. 121,  "Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
     Disposed of", and provides  guidance on  classification  and accounting for
     such assets when held for sale or  abandonment.  SFAS No. 144 is  effective
     for fiscal years  beginning  after December 15, 2001.  Management  does not
     expect  that  adoption  of SFAS No. 144 will have a material  effect on the
     Company's results of operations or financial position.

NOTE 4 - INVENTORY

     Inventory  is  stated  at the  lower of  cost,  determined  on a  first-in,
     first-out  basis,  or market.  Inventory  consists  mainly of the Company's
     Solera TM product line. At December 31, 2001  inventory is comprised of the
     following:

      Raw materials                                             $ 125,032
      Work in progress                                             23,253
      Finished goods                                              322,949
                                                                ---------

      Total                                                       471,234

      Less:  Reserve for Obsolescence                             (48,085)
                                                                ---------

      Net Inventory                                             $ 423,149
                                                                =========



                                      F-16

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 5 - BUSINESS COMBINATIONS

     For the year ended  December 31, 2000 the Company made a number of purchase
     acquisitions  pursuant  to APB 16. The  consolidated  financial  statements
     include  the   operating   results  of  each  business  from  the  date  of
     acquisition.  Amounts  allocated  to  patents  and  other  intangibles  are
     amortized on a straight-line  basis over 16 years and 7 years respectively.
     Amortization  expense for these intangible assets was $494,645 and $629,628
     during the years ended December 31, 2000 and 2001, respectively.

     Each transaction is outlined as follows:


<TABLE>
<CAPTION>

                           Total           Effective          Form of Consideration and
Acquired Companies     Consideration          Date            Other Notes to Acquisition
------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                <C>
Invicta Vision, Inc.     $6,687,635         January 31,       1,925,000 shareS of the Company's
 (formerly Eye                                2000            common stock, $250,000 note
  America, Inc. and                                           payable, $75,000 of acquisition
  Chemko Optical                                              expenses and the assumption of
  Supplies Inc.)                                              $139,610 liabilities in excess
                                                              of historical basis.
                                                              Cost allocated to patents.

Action                   $  441,205         May 31,           100,000 shares of the Company's
 Services, Inc.                               2000            common stock, the payment of $140,000
                                                              to certain prior shareholders and the
                                                              assumption of $109,850 liabilities in
                                                              excess of historical basis. Cost
                                                              allocated to other intangibles.

True-Lite, Inc.          $  537,500         May 31,           200,000 shares of the Company's
                                              2000            common stock and a cash payment of
                                                              $150,000.  Cost allocated to
                                                              other intangibles.
Biz Auctions,
  Inc.                   $  503,097         July 31,          100,000 shares of the Company's
                                              2000            common stock and the assumption of
                                                              $15,597 liabilities in excess
                                                              of historical basis.  Cost
                                                              allocated to other intangibles.
</TABLE>

Proforma results for 2000 had the above acquisitions occurred on January 1, 2000
are as follows:

                                                   For the year ended
                                                       December 31,
                                                          2000
                                                      ------------
Proforma Revenue                                      $  1,522,904
Proforma Costs and Expenses                            (10,241,566)
                                                      ------------
Proforma Net Loss)                                    $ (8,718,662)
                                                      ============
Proforma Net Loss Per Share                           $      (1.50)
                                                      ============
Proforma Shares Outstanding                              5,823,414
                                                      ============

Proforma results for 2001 are not necessary as all acquisitions were recorded in
2000.

                                      F-17

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 6 - CAPITAL STOCK

     Common Stock

     The Company has  authorized  50,000 shares of common stock with a par value
     of $.001.

     In August 1998, the Company  effected a 1 for 50 reverse split of shares of
     its common stock.

     In November 1998 the Company  issued  270,000 shares of its common stock at
     $.50 per share  including  50,000  shares  pursuant to a warrant  plan,  in
     private transactions, generating $135,500 proceeds to the Company.

     In December  1998,  the Company  issued 190,000 shares valued at $95,000 to
     the acting president.

     In May,  1999 the  Company  formed its wholly  owned  subsidiary,  Omnicast
     Corporation.  In July 1999 the  Company  issued  shares  of the  subsidiary
     representing  a  total  of 40%  to  the  subsidiaries  President  and  Vice
     President.

     Through June of 1999, the Company issued 141,000 shares of its common stock
     at $.50 per share  pursuant  to a warrant  plan,  in private  transactions,
     generating $70,500 proceeds to the Company.

     In July, 1999 the Company issued a common stock dividend, which granted one
     share of common stock to each holder of the Company's  then 917,492  shares
     outstanding,  increasing  the  shares  outstanding  on  July  31,  1999  to
     1,834,964. Per share amounts have been adjusted for this dividend.

     On August 17, 1999, the Company issued 10,000 shares of the common stock in
     exchange for 80,000  shares of common  stock of Docunet,  Inc., a privately
     held company contemplating its initial public offering.

     Through  December  1999,  the Company  issued  286,000 shares of its common
     stock at  $.50,  $2.50  and  $10.00  in  private  transactions;  generating
     $585,000  proceeds to the Company.  In connection  with these  transactions
     2,000  shares were  issued to  consultants  and  $12,500 was  recorded as a
     charge to additional paid in capital.

     During  December  1999 and 2000,  the  Company  issued  100,000 and 121,000
     shares for services, valued at $206,875 and $290,062, respectively.

     During  2000,  the Company  issued  196,500  shares of its common  stock to
     accredited investors at $2.00 per share generating $393,000 proceeds to the
     Company.

     During  2000,  the Company  issued  500,833  shares of its common  stock to
     accredited  investors at $6.00 per share  generating  gross proceeds to the
     Company of  $3,005,000.  The Company also issued 63,668 shares for services
     in  connection  with the private  placement  and paid  $148,927 of offering
     costs.

     During 2001,  the Company  issued  5,500,000  shares of its common stock to
     accredited investors at $1.00 per share and 11,000,000 warrants to purchase
     one share of each of the  Company's  common  stock at an exercise  price of
     $2.25 per share, for a term of five years through May, 2006.

     During  2001,  the  Company  repurchased  400,000  shares for  $40,000 in a
     private transaction.

                                      F-18

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 6 - CAPITAL STOCK - (Continued)

     Common Stock - (Continued)

     During 2000,  the Company  issued  3,195,000  shares of its common stock in
     connection with investments and  acquisitions  discussed in Note 3 and Note
     4.  These   included   870,000   shares  issued  in  connection   with  the
     unconsolidated  subsidiary  discussed in Note 3 and 2,325,000 shares issued
     to acquire the wholly owned subsidiaries discussed in Note 4.

     During  2000,  the  Company  issued  1,119,500  shares of its common  stock
     pursuant to the exercise of warrants.  These  include the cash  exercise of
     68,500  warrants at $2.50 for 68,500 shares of the  Company's  common stock
     and the  cashless  exercise of $2.50 and $5.00  warrants  in  exchange  for
     1,051,000 shares of the Company's common stock.

     Stock Options and Warrants

     During 1999, in connection with the consulting agreements and incentives to
     management the Company issued  750,000  warrants to purchase  shares of the
     Company's  common stock to consultants  and employees  which expire in five
     years.

     During 2000, in connection  with  consulting  agreements,  acquisition  and
     incentives to management, the Company issued 2,700,000 warrants to purchase
     shares of the Company's  common stock to  consultants  and employees  which
     expense in five years.

     During 2001, the company issued  1,000,000  warrants and 300,000 options to
     consultants,  employees and directors which expire in five years.

     A summary  of the stock  option  and  warrant  activity,  exclusive  of the
     11,000,000 "financing" warrants, for the two years ended December 31, 2001,
     all of which were nonqualified, is set forth below:

                                                                      Weighted
                                                                      Average
                                                   Number of          Exercise
                                                   Warrants            Price
                                                   ---------        ----------
      Outstanding at December 31, 1999             1,500,000             3.00
                                                   ---------             ----

      Granted                                      2,700,000             3.99
      Exercised                                   (1,392,500)           (2.14)
      Canceled                                             -                -
                                                   ---------             ----

      Outstanding at December 31, 2000             2,807,500          $  4.38
                                                   =========             ====

      Granted                                      1,300,000             1.85
      Exercised                                     (499,000)           (2.60)
      Canceled                                       (97,800)           (3.50)
                                                   =========             ====
      Outstanding at December 31, 2001             3,510,700           $ 3.69
                                                   =========             ====
      Outstanding at December 31, 2001             3,455,156           $ 3.61
                                                   =========             ====

     During 2001,  446,800 class "C" warrants were exercised on a cashless basis
     which  resulted in the  issuance of 349,000  shares of common stock and the
     cancellation of 97,800 class "C" warrants.

     The  weighted  average  fair value of options  granted in 2000 and 2001 was
     estimated  as of the date of grant  using the  Black-Scholes  stock  option
     pricing model, based on the following weighted average assumptions;  annual
     expected return of 0%, annual volatility of 172%,  risk-free  interest rate
     of 6.5% and 6% and expected warrants life of 3 years.


                                      F-19

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 6 - CAPITAL STOCK (Continued)

     Stock Options and Warrants - (Continued)

     The per share  weighted-average  fair value of warrants granted during 2000
     and 2001 was  $3.99 and $1.56  respectively.  The price per share  weighted
     average remaining life of the warrants outstanding at December 31, 2000 and
     2001 is 4.3 years and 3.5 years respectively.

     The Company has elected to continue to account for stock-based compensation
     under APB Opinion  No. 25,  under  which no  compensation  expense has been
     recognized for stock options granted to employees at fair market value. Had
     compensation  expense  for  stock  options  granted  under  the  Plan  been
     determined  based on fair value at the grant dates,  the Company's net loss
     for 1999 and 2000 would have been  increased to the pro forma amounts shown
     below.

                                                      December 31,
                                                  2000           2001
                                                --------       --------
         Net loss:
          As reported                         $(8,639,712)    $ (4,270,783)
                                                =========     ============

          Pro forma                           $(8,727,034)    $ (5,830,783)
                                                =========     ============

     For the years  ended  December  31,  2000 and 2001,  the  Company  recorded
     non-cash  charges  of  which  $589,400  was  capitalized  to  acquisitions,
     $2,506,200  charged to the statement of operations  and  $1,766,700  during
     2000  included  in  additional  paid in capital  with a similar  charge for
     offering  costs,  in  connection  with the grant of  2,500,000  warrants to
     consultants  and none in 2001 as all warrants were granted to directors and
     employees.  Such  charges are the result of the fair value of the  warrants
     granted using the Black-Scholes stock option pricing model applied warrants
     granted to non-employees.

     Incentive Stock Option Plans

     1994 Incentive Stock Option Plan

     On October 1, 1994 the Company  adopted a stock option plan for  employees,
     directors,  consultants and advisors,  which provide for the issuance of up
     to 500,000  shares of common stock.  The Board of Directors  authorized the
     issuance of up to 150,000  shares on October  14,  1994 based upon  certain
     performance  goals.  No  options  have been  granted  under this plan as of
     December 31, 2001.

     2000 Incentive Stock Option Plan

     On June 15, 2000, the  Shareholders  of the Company  ratified the Company's
     "2000 Incentive Stock Option Plan" and reserved 750,000 shares for issuance
     pursuant  to said Plan.  As of December  31,  2001,  300,000  options at an
     exercise price of $.50 per share were awarded to  consultants  for services
     performed  of which  150,000  options  were  exercised  in December  2001,
     generating $75,000 of proceeds to the company.

     Convertible Preferred Stock

     In  October,  1999 the  Company  issued  30,000  shares of $10.00 par value
     Convertible  Preferred  Stock.  This was  originally  convertible to common
     stock at an exchange rate of $10 per share.

     During 2000 the conversion  rate was amended to $6.67 and these shares were
     converted into 45,000 shares of common stock in the fourth quarter of 2000.


                                      F-20

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 6 - CAPITAL STOCK (Continued)

     Preferred Stock

     The  certificate of  incorporation  of the Company  authorizes its board of
     directors to issue for value  1,000,000  shares of preferred  stock, $5 par
     value.  Preferred  stock may be issued  in series  with such  designations,
     relative  rights,  preferences and limitations as may be fixed from time to
     time by the board of directors  of the  Company.  None of these shares have
     ever been issued and there are no shares of preferred stock outstanding.

     Reserved Shares

     During 1998,  the Company  issued  warrants  (the "A" warrants) to purchase
     150,000 at $.50 per share  through  December  31, 2002 of which 50,000 were
     exercised in November 1998. 100,000 warrants were exercised under this plan
     in 1999. During 2000, 350,000 warrants were issued and exercised  resulting
     in the  issuance  of  260,000  shares of the  Company's  common  stock on a
     cashless basis.

     During 1998 the Company  issued  warrants  (the "B"  warrants)  to purchase
     1,000,000  shares at $2.50 (as adjusted  for the stock  dividend in July of
     1999) per share,  which  expire  December  31,  2003.  During 1999  250,000
     warrants were  exercised  and 750,000  remain  unexercised  at December 31,
     1999.  During  2000,  750,000 and 350,000  warrants  were issued and 68,500
     warrants were exercised for cash for 68,500 shares of the Company's  common
     stock and 769,200  warrants were  exercised on a cashless basis for 631,000
     shares of the Company's common stock.

     During 1999 the Company  issued  750,000  warrants  (the "C"  warrants)  to
     purchase  750,000  shares at $5.00 (as adjusted  for the stock  dividend in
     July 1999) which expire December 31, 2004.  During 2000, the price of these
     warrants were amended to $3.50 and the Company  granted  100,000  warrants.
     During  2000,  204,800  warrants  were  exercised  on a cashless  basis for
     160,000 shares of the Company's common stock.

     During 2000 the Company  issued  950,000  warrants  (the "D"  warrants)  to
     purchase  950,000  shares at $6.00 which expire in December  2005.  None of
     these warrants have been exercised as of December 31, 2000.

     During  November  2000, in connection  with an  employment  agreement,  the
     Company issued 200,000  warrants to purchase 200,000 shares at $9.00 with a
     3 year vesting schedule.

     Subsequent  to  December  31,  2001,  in February  2002 the Company  issued
     2,000,000 warrants at a price of $1.00.

     During  2001,  the company  granted  1,000,000  warrants to  employees  and
     directors.


NOTE 7 - TRANSACTIONS WITH RELATED PARTIES

     In 1998 the Company issue 190,000 shares to the acting president, valued at
     $95,000 for services.

     The  Company  paid  $6,000  in 1999  for  facilities  fees  to the  interim
     management.

     In 1999,  30,000 shares were also granted the former director and president
     for services.  In 2000,  60,000 shares were issued to the same director for
     services.

     During December 2001, the company's chairman lent the company $345,000 with
     interest at 10%,  which is expected to be repaid  during 2002.  The company
     recorded  $1,019  interest  expense  for 2001 which is  included in accrued
     expenses at December 31, 2001.  A company the Chairman is  affiliated  with
     participated in a private placement and received 2,200,000 shares of common
     stock and warrants to purchase 4,400,000 shares of common stock pursuant to
     the terms of the placement.

                                      F-21

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 8 - PROPERTY AND EQUIPMENT

     The  Company  generally  estimated  useful  lives of 3-7 years on plant and
     machinery,  10 and 39 years on  leasehold  improvements,  and 40 years  for
     buildings.

     Fixed assets, at cost, at December 31, 2001 is as follows:


      Buildings                                               $   176,237
      Leasehold Improvements                                    1,123,206
      Land                                                         20,300
      Machinery and equipment                                   1,574,231
      Office equipment                                            121,328
                                                              -----------

        Sub-Total                                               3,015,302
                                                              -----------

        Less - Accumulated Depreciation                          (305,285)
                                                              -----------

                                                              $ 2,710,017
                                                              ===========

NOTE 9 - LEASES

     Premises Leases

     In  November  2000,  the  Company  entered  into a  lease  for  office  and
     manufacturing space in Boca Raton,  Florida,  effective January 1, 2001 and
     ending on December 31, 2005. The lease provides for minimum monthly rentals
     of $16,700  through  December 31,  2005.  The Company also paid $85,000 and
     $100,000 to the landlord as security deposits. The $100,000 deposit will be
     returned subject completion of leasehold  improvements made by the Company.
     In March of 2002 the Company  notified  the landlord it intends to exercise
     its  option  to  purchase  this  property  in June  2002 for  approximately
     $1,850,000.

     In March 2001,  the Company  extended a lease for office and  manufacturing
     space in Knoxville,  Tennessee,  effective  September 1, 2001 and ending on
     August 31, 2004.  The lease  provides for minimum  monthly  rentals  $2,660
     through  August 31, 2004. The Company also paid $4,727 to the landlord as a
     security deposit.

     Rental expense for office space was $138,120 in 2000 and $299,434 in 2001.

     The total future minimum rental payments required are as follows:

            2002                                          $ 232,320
            2003                                            232,320
            2004                                            221,680
            2005                                            200,400
                                                          ---------
                                                          $ 886,720
                                                          =========

     Capital Leases

     The  Company  is the  lessee of FISA CC 120 fully  automated  lens  coating
     machine  under a capital  lease  expiring in August,  2003.  The assets and
     liabilities are recorded at the present value of the minimum lease payments
     and the lower of historical cost or the fair value of the asset. The assets
     are amortized over the lower of their related lease term or their estimated
     useful life.  Amortization  of assets under  capital  leases is included in
     depreciation expense for 2001.

                                      F-22

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 9- LEASES - (Continued)

     Following is a summary of equipment held under capital leases:


                                                                          2001
                                                                      ----------

           Equipment                                                  $ 656,216

            Less: accumulated depreciation                              (31,248)
                                                                      ----------
                                                                      $  624,968
                                                                      ==========

     Minimum  future lease payments under capital leases as of December 31, 2001
     for each of the next five years are as follows:


            2002                                                      $ 360,223
            2003                                                        240,149
                                                                      ----------

            Total minimum lease payments                                600,372

            Less amounts representing interest                          (49,264)
                                                                      ----------

            Present value of net minimum lease payment                $ 551,108
                                                                      ==========


     The  interest  rate on the  capitalized  lease  9.96%.  The  capital  lease
     agreement provides for a $1.00 purchase option at the end of the lease.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

     The  Company's  predecessor   financial  services  subsidiaries   primarily
     operated in Denmark  and as such have not been  subject to the control of a
     regulatory  body. In December  1995,  the Danish  authorities  announced it
     would put into  place  such  controls  by June of 1997,  including  certain
     criteria for having the authority to perform many of the revenue  producing
     activities  the  Company  had  performed  and the  requirement  to maintain
     minimum  levels of capital.  The Company had applied for this  approval and
     anticipated  receiving the same by the required  date.  The Company did not
     anticipate  it would be unable to obtain  this  approval.  The prior  years
     financial  statements did not include any  liabilities  for any obligations
     for termination costs associated with foreign subsidiaries. On July 2, 1997
     the Company was  informed  that in fact it did not receive  such  approval,
     which rendered substantially all of the Company's operating subsidiaries in
     Europe   insolvent,   including  a  substantial   liability  for  premature
     termination.  As such,  the Company has abandoned  these  subsidiaries,  as
     discussed  in Note 1, and the  Company has been  informed  by counsel  that
     liabilities in excess of the  subsidiaries  assets cannot be passed through
     to the parent of the present company under US law and the laws of Delaware,
     and as such  the  Company  has  accounted  for  the  abandonment  of  these
     subsidiaries and the reorganization of the parent company.

     Pursuant to the premises list discussed in Note 9, the Company has notified
     its landlord it intends to purchase its current  headquarters and operating
     factory for approximately $1,850,000.

                                      F-23

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 11 - INCOME TAXES

     INCOME TAXES

     No provision  has been made for  corporate  income taxes due to  cumulative
     losses  incurred.  The Company has  available  unrealized  tax  benefits of
     approximately  $3,003,220  in  the  form  of  net  operating  loss  ('NOL')
     carryforwards of approximately  $8,833,000 for federal income tax purposes.
     If not  utilized,  the federal  NOL's expire at various dates through 2020.
     Certain changes in stock ownership can result in a limitation in the amount
     of net operating loss and tax credit  carryovers  that can be utilized each
     year as defined in section 382 of the Internal Revenue Code.

     The Company has  recognized tax benefits as a deferred tax asset subject to
     a 100% valuation  allowance since it is uncertain  whether or not these tax
     benefits will be realized.

NOTE 12 - NOTES PAYABLE

     At December 31, 2001 the following notes payable are  outstanding  with the
     following:


                                    Balance at
                                   December 31,
           Note                       2001                    Terms
--------------------------         ----------      ----------------------------

Bridge note with accrued           $  825,000      $250,000 has been repaid,
  interest at 10%                   =========      the balance is expected to be
                                                   repaid from equity proceeds
                                                   during 2002.


Credit line; accrued interest at   $   87,114      Secured by certain corporate
  prime plus 1%                     =========      assets Invicta Vision


Due To Related Parties:

  Other notes and loans to          $ 149,074      Unsecured - repayment
    prior shareholders of                          dependent on certain events
    of subsidiaries

                                                   The balance is expected to
  Note to Company's                                repaid from equity proceeds
    Chairman                        $ 345,000      during 2002
                                     --------
                                    $ 494,074
                                    =========



                                      F-24

<PAGE>


ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

NONE.

                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors are elected to serve until the next annual meeting of stockholders and
until their  successors  have been  elected  and have  qualified.  Officers  are
appointed  to serve until the meeting of the Board of  Directors  following  the
next annual meeting of stockholders and until their successors have been elected
and qualified.


The Directors and Executive Officers of the Company as of March 21, 2002 were as
follows (address c/o 1160 S. Rogers Circle, Boca Raton, FL.  33487):

Name & Address                      Age          Position

Louis Gleckel, MD                    47          Chairman of the Board

Alan Yuster                          53          President and Director

Kenneth A. Brown                     63          Secretary and Director

Charles Phillips                     54          Director

William J. Reilly, Esq.              48          Treasurer and Director


BOARD OF DIRECTORS
------------------

LOUIS  GLECKEL,  MD - joined  the  Company  in  October  2000 as a member of the
Advisory Board, and was appointed to the Board of Directors in December, 2000. A
graduate of Amherst  College (B.A.) and SUNY Downstate  Medical  College (M.D.),
Dr. Gleckel is a founder of ProHealth  Care  Associates LLP of New York, a large
multi-specialty  physician organization with over 100 doctors and 500 employees.
He is a team physician for the N.Y. Jets,  N.Y.  Islanders,  and the U.S. Tennis
Association  at  the  U.S.  Open.  With  expertise  in  medical   financing  and
manufacturing,  Dr. Gleckel will advise the Company as Medical  Coordinator  for
new product research and development and product manufacturing.

ALAN  YUSTER  - has been the  President  of the  Company  and a  Director  since
November 2000.  Before his employment with the Company,  Mr. Yuster was employed
by Rodenstock,  where he has held several  different  positions since 1988. From
1999  through  October  2000,  Mr.  Yuster  was a Vice  President  of  Lenses at
Rodenstock  USA,  where  he was  responsible  for  re-organizing  the  USA  Lens
Division.  From 1996 until  1999,  Mr.  Yuster was a Director  of  International
Sales,  Americas  for  Rodenstock,   where  he  was  responsible  for  strategic
initiatives and planning. From 1992 through 1996 Mr. Yuster was a vice-president
of Rodenstock's  Lens Division,  where he was  responsible  for  administration,
sales, marketing, profit and loss and strategic planning.

KENNETH  BROWN - has been the  Secretary  of the  Company  and a Director  since
September  1997.  From 1990 through 1997, Mr. Brown was an executive  officer of
Broaddus  Grocery,  Inc.  and from  1995 till 1997 Mr.  Brown  also  served as a
consultant to Bay Area Paging, Inc.

CHARLES A.  PHILLIPS - has been a Director of the Company since January 2000 and
has been Vice  President,  Chief  Operations  Officer  and a Director of Quigley
Corporation  since  September  1989.  Before his  employment  with Quigley,  Mr.
Phillips  founded  and  operated  KEB  Enterprises,  a gold and  diamond  mining
operation that was based in Sierra Leone, West Africa. In addition, Mr. Phillips
also served as a technical  consultant for Re-Tech,  Inc., a company  located in
Horsham,  Pennsylvania,   where  he  was  responsible  for  full  marketing  and
production of a prototype electrical device.


                                       20

<PAGE>

WILLIAM J. REILLY,  ESQ. - has been a Director of the Company since 1997 and was
previously  the  Company's  Secretary.  Mr.  Reilly is an attorney  and has been
engaged in the private  practice of law since 1984,  concentrating  on corporate
securities  matters.  In addition,  from March 1986 to January 1991,  Mr. Reilly
served as President of American Leisure  Entertainment Corp. and was responsible
for  developing  its  entertainment  restaurant  concept.  Under his  direction,
American Leisure Entertainment Corp. completed an initial public offering of its
stock in October 1987.  From 1996 to May 1999, Mr. Reilly was also a Director of
Goldstar Entertainment Media, Inc.


ITEM 10 - EXECUTIVE COMPENSATION

The following table sets forth all  compensation  awarded to, earned by, or paid
by the Company for services  rendered in all  capacities  to the Company  during
each of the fiscal years ended December 31, 2000 and 2004. (1) the  Registrant's
Chief  Executive  Officer,  and (2) each of the other  executive  officers whose
total  salary and bonus for the fiscal  year ended  December  31,  2000 and 2001
exceeded $100,000.

ANNUAL COMPENSATION



NAME AND POSITION           Salary        Warrants     Year


Alan Yuster (1)(2)(3)      $156,000       200,000      2001
                           $ 21,000       200,000      2000

Herman Burckhardt(3)           --             --       2001
                           $ 65,192           --       2000

No Officer or Director of the Registrant received cash compensation for services
rendered during calendar year 1999.

(1)  200,000 warrants in November 2000, with a 3 year vesting schedule, at $9.00
     per share.

(2)  200,000 warrants in February 2001, with various vesting at $2.25 per share,
     200,000 warrants in February 2002 at $1.00.

(3)  During 2000 Mr. Burckhardt was President of the Company from 1/1/00 through
     10/31/00 and Mr. Yuster was  President of the Company from 11/1/00  through
     12/31/00.










                                       21


<PAGE>



ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security  Ownership of  Management - the number and  percentage of shares of
common stock of the Company  owned of record and  beneficially,  by each officer
and director of the Company and by all officers and  directors of the Company as
a group, is as follows as of March 21, 2002:


Name and Address of             Position     Amount and Nature of     Percent of
Owner                                        Beneficial Ownership       Class

Louis Gleckel, MD (1)           Chairman        6,907,000(1)(2)        43.49.%

Alan Yuster                     President         400,000(2)             2.86%
                                Director

Kenneth Brown                   Secretary,        140,000(2)            1.02%
                                Director

Charles Phillips                Director          110,000(2)             .8%

William J. Reilly, Esq.         Treasurer,        340,000(2)            2.84%
                                Director

Bigelow Investments             Shareholder     9,900,000(2)           49.05%
                                                ---------             ------

TOTAL OFFICERS, DIRECTORS &
SIGNIFICANT SHAREHOLDERS
AS A GROUP:                                    17,797,000              76.77%
                                               ==========             ======

(1)  Includes  2,200,000 shares of common stock and warrants held by LWG Capital
     to purchase  4,400,000  shares of common  stock.  Dr.  Gleckel is a control
     person of LWG Capital LLC.

(2)  Unless otherwise  indicated,  Invicta Corp. believes that all persons named
     in the table have sole  voting  and  investment  power with  respect to all
     shares of the Company  beneficially  owned by them. The percentage for each
     beneficial owner listed above is based on 13,583,465 shares  outstanding on
     March 21,  2002,  with  respect  to each such  person  holding  options  or
     warrants to purchase shares that are exercisable within 60 days after March
     21, 2002,  the number of options and warrants are deemed to be  outstanding
     and beneficially owned by the person for computing such person's percentage
     ownership,  but  are not  deemed  to be  outstanding  for  the  purpose  of
     computing  the  percentage  ownership  of any other  person.  The number of
     shares  indicated  in the  table  include  the  following  number of shares
     issuable  upon the  exercise  of  warrants;  Louis  Gleckel,  MD -  100,000
     warrants,  Kenneth  Brown - 100,000  warrants,  Charles  Phillips - 100,000
     warrants,  William  J.  Reilly - 100,000  warrants,  Alan  Yuster - 400,000
     warrants, Bigelow Investments - 6,600,000 warrants.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal year ended  December  31,  2001 there have not been any  material
transactions  between  the  Company and any of its  officers  and/or  directors,
except as set forth in its aforesaid Financial Statements for the two years then
ended  December  31,  2001,  the  contents  of which  commence  on Page F1.  The
Financial  Statements  detail the  short-term  financing and  subsequent  equity
financing provided to the Company by Louis Gleckel, MD, Chairman of the Board of
the Company and other investors.





                                       22

<PAGE>


                                     PART IV

ITEM 13 - EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K

         Following is a list of exhibits  filed as part of this Annual Report on
Form 10-KSB.  Where so indicated by  footnote,  exhibits  which were  previously
filed are incorporated by reference.

         EXHIBIT NUMBER
         REFERENCE DESCRIPTION

         (3a)* Articles of Incorporation, as amended

         (3b)* By-laws, as amended

         (4)*  Specimen of Common Stock certificate

         REPORTS ON FORM 8-K

         NONE





















                                       23


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   INVICTA CORPORATION



May 15, 2002                   by:/s/  Louis Gleckel
                                  -------------------------------------------
                                  Louis Gleckel, MD
                                   Chairman


May 15, 2002                   by:/s/  Alan Yuster
                                  -------------------------------------------
                                  Alan Yuster
                                  President, Acting CFO

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

May 15, 2002              by:/s/  Kenneth Brown
                                  -------------------------------------------
                                  Kenneth Brown, Secretary and Director


May 15, 2002              by:/s/  Charles Phillips
                                  -------------------------------------------
                                  Charles Phillips, Director


May 15, 2002                   by:/s/  William J. Reilly
                                  -------------------------------------------
                                  William J. Reilly, Treasurer and Director





















                                       24