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, 2002.   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 April 10, 2003 is 17,561,798 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
$0.14. on April 10, 2003 is $962,472.



<PAGE>



                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


                            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.




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                               Invicta Corporation
                                   FORM 10-KSB
                       Fiscal Year Ended December 31, 2002

                                TABLE OF CONTENTS


PART I

Item 1 - BUSINESS............................................................4
Item 2 - PROPERTIES..........................................................9
Item 3 - LEGAL PROCEEDINGS..................................................10
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................10

PART II

Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
           MATTERS..........................................................11
Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS AND PLAN OF OPERATIONS...............................13
Item 7 - FINANCIAL STATEMENT AND SUPPLEMENTARY DATA.........................21
Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.............................................22

PART III

Item 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................22
Item 10- EXECUTIVE COMPENSATION.............................................23
Item 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....23
Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................24

PART IV

Item 13 -EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K........................25

Signatures..................................................................26





<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
Info@invictacorp.com

GENERAL INTRODUCTION AND BUSINESS STRATEGY

During calendar year 2001, the Company had undergone an internal reorganization.
Our primary business focus had 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 product development efforts during calendar years 2001 and 2002
have provided us with a state-of-the-art research and development facility, a
new lens production facility for the patented Solera(R) line of fashion
photochromic lenses, and new capabilities for manufacturing and distributing
chemicals and supplies to the worldwide optical industry. Independent test
results from Colts laboratories performed in 2002, have confirmed Solera's
advantages in dynamic range, speed, fatigue, and darkness. Subsequent to these
tests additional improvements have been implemented in scratch resistence.

Our InvictaVision, Inc. subsidiary (formerly EyeAmerica, Inc.) now produces
our most exciting product line, the patented Solera(R) lenses that allow for
the widest selection of fashion colors for eyeglass lenses that are lighter in

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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 introduced our superior, advanced-technology photochromic
lenses in the industry's traditional shades of brown (Sienna) and gray, which
will exceed most current industry product performances, while we will continue
to market our unique color lenses to fashion trendsetters.

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 gray.

MANUFACTURING

The Company's pilot manufacturing facilities and prototype equipment have been
replaced by a new $3.1 million manufacturing facility (factory fit out and
equipment) that is four times our previous size and one hundred times our
previous capacity, and features state-of-the-art manufacturing and robotic
technology. During 2003 we expect that we will hit optimal running rates in the
new facility, provided we get sufficient orders. This new capacity combined with
the patented Solera(R) 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 2003 and a
continuing growth rate throughout our capacity expansion as, again, we get
orders we anticiapte. 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 have
the capacity to 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


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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(R) 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(R) 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(R) Equipped", while at the same time
having the Solera(R) product line actively featured in their international trade
and consumer advertising.

To achieve our goal of reaching the affluent and influential consumer market,
our primary marketing priority is to introduce and reinforce our proprietary
Solera(R) 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(R) 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 "Gray" and "Sienna brown" will open new avenues for Solera(R).
Traditional gray 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(R) Gray 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(R) HP (High Performance) Gray 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.



                                       6
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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(R) 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(R)- 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.

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 in our new 25,000 square foot Boca Raton,
FL manufacturing facility.

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. de Rojas has  B.S. degree in
Chemistry and post-graduate studies in lens design and manufacturing.

Dr. P.M. Thangamathesvaran is 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. de Rojas in
developing new and innovative products for the Solera (R) 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 acquired Action Services, Inc., a Tennessee based
optical products manufacturer and distributor with operations in Knoxville, TN
and Miami, FL. The Company merged Action Services' operations with the Chemko
Optical Supplies Division of its Invicta Vision subsidiary to create ASI. This
subsidiary was earmarked to service small optical practitioners, and after the
completion of the company's factory and its present plan to be an OEM and
contract manufacturer, and control its distribution chain from a central
location, effective December 31, 2002, this subsidiary has been divested.


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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 was merged into
the Company's Invicta Vision subsidiary during the first quarter of 2001. In
2003 the True-Lite company's Florida Articles of Incorporation will be
dissolved.

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 business-to-business interactive
e-auction format whose websites specialize in the ophthalmic industry. The
acquisition was completed in August, 2000, included two popular optical industry
websites, OpticalAuctions.com and OpticalMall.com. Effective June 30, 2002 this
acquisition was divested.

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. During 2002 additional write downs of the
investment value were recorded.

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 was considered to be
in a position to recover some, if not all, of its investment. During 2002
additional write downs of the investment value were recorded.

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 potential purchase candidate and
terms, as soon as practical.


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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.

EMPLOYEES

As of March 31, 2003 the Company had 6 full time and 1 part time employees. The
Company has available up to 20 part-time line workers and 10 commissioned sales
people available should production and shipments commence.

ITEM 2 - PROPERTIES

The Company's facility is located at 1160 S. Rogers Circle, Boca Raton, FL
33487; was subject to a lease with purchase option on a 25,000 sq.ft. that the
Company entered into in January 2001, and effective March, 2002. During 2002, a
group of investors, including the Company's chairman, exercised the purchase
option and are presently leasing the premises to the Company on substantially
the same terms as the initial lease, or approximately $16,700 per month.

The Company's discontinued ASI subsidiary occupies a 5,000 sq.ft. premises in
Knoxville, TN, with a monthly rent of approximately $2,700, the cost of which
will be borne by the new owners effective January 1, 2003.

The research and development facility in Hudson, FL acquired by the Company in
connection with its EyeAmerica acquisition has been divested in connection with
the acquisition adjustment, which also included the reversion of certain debt to
the original owners of Chemko which were initially assumed by the Company at the
time of the acquisition and the return of certain non-essential patents, the
return of 100,000 shares of the Company's common stock from the original owners
back to the Company, and the exchange of mutual releases.


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ITEM 3 - LEGAL PROCEEDINGS

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 settled this
matter effective 10/02/02 through an agreement to issue 78,333 Shares of Common
Stock of the Company together with 235,000 warrants to purchase one share each
of the Company's common stock at an exercise price of $1.00 through June of
2007, with a value of $118,518 as of the effective date.

The Company is presently defending an Adversary Proceeding brought by the
Trustee in Bankruptcy of HostLogic, Inc. and HostLogic America, Inc. against
EyeAmerica, Inc., a subsidiary of the Company, for compensatory damages of
$315,651.49 allegedly due and owing pursuant to a data services and management
information systems contract.  The Company has asserted several affirmative
defenses including the failure of HostLogic to render an services or provide
any equipment to the Company, and believes that it has a meritorious defense
to this proceeding. [IN RE : HOSTLOGIC INC. & HOSTLOGIC AMERICA, INC. vs.
HERBERT B. GOETZ, et al.; U.S. Bankruptcy Court, Southern District of Florida;
Case Nos. 01-30855 & 01-30856, Adv. No.  03-3039 BKC-SHF-A].

The Company also expects that it will be required to either defend or settle
several small-claims matters arising from past due accounts payable to the
Company's trade creditors.

The Company also expects that it will be required to settle a lawsuit commenced
brought by ESA Park against Invicta Corporation for a dispute regarding timely
response to requests for letters of opinion.

With the exception of the foregoing matters, 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

None.




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                                     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: "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 2002 and 2001, respectively, are as reported by the National
Quotation Bureau, Inc. and NASD.

                            HIGH         LOW               HIGH       LOW
                                BID PRICES                   ASK PRICES

2002

January 1 - March 31       $1.07        .48               $1.09       .50

April 1 - June 30            .60        .50                 .66       .59
July 1 - September 30        .65        .30                 .72       .40
October 1 - December 31      .48        .12                 .50       .15

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            1 5/16            1 1/4       1


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

(b) HOLDERS - As of March 31, 2003, there were 181 shareholder 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 950.

(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.


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(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
 Issued February, 2002        250,000            $ 1.00            2/28/07
 Issued May 2002            1,200,000            $ 1.00            5/30/07
 Issued June 2002           2,400,000            $ 1.00            6/30/07
 Issue Oct 2002               235,000            $ 1.00           10/31/07


*        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, 2002, 650,000 options were awarded, 300,000
during 2001 and 350,000 during 2002, and 650,000 were exercised, 150,000 during
2001 and 500,000 during 2002.


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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 and management's plan of operations.

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.

TWELVE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO DECEMBER 31, 2001 (Restated to
Segregate Discontinued Operations)

Effective June 30, 2002, the Company discontinued operations of its Biz
Auctions, Inc. subsidiary, reverting certain assets and liabilities to the
original seller and effective December 31, 2002 the Company divested itself of
the ASI subsidiary and reacquired 100,000 shares from the original seller. These
subsidiaries have been accounted for as discontinued operations in the current
financial statements.

The Company reported a net loss of $4,056,221 for the year ended December 31,
2002, which included a loss from continuing operations of $3,421,230 on
continuing revenues of $72,506 as compared to a net loss of $4,270,783 which
included a loss from continuing operations of $4,027,103 on continuing revenues
of $120,514 during the year ended December 31, 2001.

This represents a loss per share of $(.26) during the current year ended
December 31, 2002, which consisted of a loss per share of $(.22) on the
continuing operations and $(.04) on discontinued operations, as compared to a
loss per share of $(.41) which consisted of a loss per share of $(.39) on the
continuing operations and $(.02) on discontinued operations for the year ended
December 31, 2001.

Selling and administrative expenses were $1,655,941 for the year ended December
31, 2002 as compared to $2,926,117 in 2001. This year to year decrease
represents the reduction of marketing expenses and full time employees in
addition to the reduction of administrative expenses related to efforts to
integrate prior acquisitions.

Direct costs for the year ended December 31, 2002 of $50,383, represented 69.4%
of revenue in 2002, as compared to $48,929 which represented 40.6% of revenue
for the year ended December 31, 2001, and include the cost of the limited
products sold during these periods and may not be indicative of future margins.

Research and development expenses in the year ended December 31, 2002 totaled
$423,956, as compared to $240,595 in 2001, and represents costs the Company
incurred developing and producing prototypes of its Solera (R) product line in
both periods and test runs of equipment that has been installed at the new
factory, primarily during 2002.


                                       13
<PAGE>



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 subsidiary, specializes in
photochromic optical technology, products and services for the optical industry.
The first and second generation patent Solera (R) line of photochromic 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 (R) product line present the Company's greatest opportunity
for 2003.

         Our most exciting product line-the patented Solera (R) 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.

         In March 2002 the Company's new factory has become operational. 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 2003.

CRITICAL ACCOUNTING POLICIES

Investments in Unconsolidated Entities at Cost and Equity Method

At December 31, 2002, 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 the 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 the effect
on these entities ability to raise capital and implement their business plans as
a result of the 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" without further investment.



                                       14
<PAGE>



At December 13, 2001, the Company had recorded an additional $136,500 for the
decline in the value of the investment in Sunrise Entertainment, Inc.
Entertainment Assets. At December 31, 2002 an additional $201,795 decline in
value of this investment was recorded, and the present carrying value of this
asset is $27,000.

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 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. At December 31, 2002 an additional $171,000 for decline in value of
this investment was recorded and the carrying value of this asset is $0.

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

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 non-employee 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.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This statement rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," and an amendment of that statement, SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers," and SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This


                                       15
<PAGE>



statement amends SFAS No. 13, "Accounting for Leases," to eliminate
inconsistencies between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Also, this statement
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Provisions of SFAS No. 145 related to the rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002. The
adoption of SFAS No. 145 did not have a material impact on our financial
statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement covers restructuring type
activities beginning with plans initiated after December 31, 2002. Activities
covered by this standard that are entered into after that date will be recorded
in accordance with the provisions of SFAS No. 146. Management does not believe
there will be a significant impact on our consolidated financial position or
results of operations.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, "Accounting for
Stock-Based Compensation." Additionally, SFAS 148 required more prominent and
more frequent disclosures in financial statements about the effects of stock-
based compensation. The provisions of this Statement are effective for fiscal
years ending after December 15, 2002, with early application permitted in
certain circumstances. The Company has adopted the disclosure provisions in
these consolidated financial statements as disclosed above under Stock Based
Compensation.

In November 2002, the FASB Issued FASB interpretation (FIN) No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Other." FIN No. 45 requires guarantor to
recognize, at the inception of a qualified guarantee, a liability for the fair
value of the obligation undertaken in issuing or modified after December 31,
2002. Management does not expect adoption of this Interpretation to have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 2002, the Company adopted SFAS Nos. 141 and 142. SFAS 142
eliminates amortization of goodwill and certain other intangible assets acquired
subsequent to June 30, 2001, but requires annual testing for impairment
(comparison of fair market value to carrying value). Fair value is estimated
using the present value of expected future cash flows and other measures. The
adoption of SFAS No. 141 and 142 did not have a material impact on our financial
statements.

SEASONALITY

Management believes seasonality had no material effect on operations. Nor should
it have a material effect on 2003 results.


                                       16
<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

At December 31, 2002 the Company had a working capital deficit of $438,930 as
compared to a working capital deficit of $404,637 at December 31, 2001. Since
January 1998 (Date of Reorganization), the Company has supplemented its working
capital needs with the proceeds from the issuance of its common stock and
certain notes and has development stage losses which total $18,375,560. The
independent accountants' report for the periods ended December 31, 2002 raises
substantial doubt about the Company's ability to continue as a going concern.


Management's plans in this regard include, but are not limited to, the
following:

1.   Raise additional working capital by either borrowing or through the
     issuance of equity, or both;

2.   Negotiate terms with existing trade creditors and strategic vendors;
     negotiate an alliance with a strategic co-venturer in the optical industry.

3.   Commence revenue producing activities on such a scale that will reduce the
     overhead burden until ultimately profitability may be attained.

During 2002; cash used in continuing operating activities consisted of the net
loss, offset by depreciation and amortization, expenses paid with stock and
warrants and an increase in accounts payable and accrued expense; additionally,
cash used in continuing operations was offset by reductions in accounts
receivable, deposits and other assets.

The Company believes that it must take the necessary steps to raise sufficient
capital throughout fiscal 2003 to continue its development and commercialization
efforts which began in 2002. Management is currently attempting to raise between
$1.5 million and $2.5 million from either additional borrowings or the exempt
issuances of its common stock to sophisticated investors; or find a strategic
co-venturer in the optical industry to assist the Company in the final
development and marketing efforts, necessary to capitalize on its product line,
or a combination of both, that also depend on the Company's varying working
capital needs and evolving market conditions.

Management believes that actions presently being taken, including the
consideration of co-venturing with an appropriate optical partner, provide the
company with the opportunity to complete the Company's development stage through
the successful production of and marketing of the Company's product line with
associative distribution and revenue sharing agreements, and ultimately attain
sufficient revenue thereon to support operations. However, there can be no
assurance that Invicta Corporation 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.




                                       17

<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 successfully
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 December 31, 2002 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 and patents pending 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.

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.





                                       18
<PAGE>



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

     -    The quality of our products;

     -    the market acceptance of our products;

     -    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;

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


                                       19
<PAGE>



     -    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.

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 customers and maintain customer satisfaction;

     -    manage the timing of 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.


                                       20
<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
<TABLE>
<CAPTION>

                                                                                        Page
<S>                                                                                     <C>
Report of Independent Auditors'                                                          F-1

Consolidated Balance Sheet of Invicta Corporation
 as of December 31, 2002                                                                 F-2

Consolidated Statements of Operations of Invicta Corporation for the years ended
 December 31, 2001 and 2002 and for the period from January 1, 1998 (date of
 reorganization) through
 December 31, 2002                                                                       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, 2002                                     F-4 - F-9

Consolidated Statements of Cash Flows of Invicta Corporation for the years ended
 December 31, 2001 and 2002 and for the period from January 1, 1998 (date of
 reorganization) through
 December 31, 2002                                                                 F-10-F-11

Notes to the Financial Statements of Invicta Corporation                                F-12

</TABLE>

b.       INTERIM FINANCIAL STATEMENTS

                  Not Applicable

c.       FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND TO BE ACQUIRED




                                       21
<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, 2002 and the
related statements of operations, and cash flows for the two years then ended
and the statement of operations and the statement of stockholders' equity for
the period from January 1, 1998 (date of reorganization) to December 31, 2002.
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, 2002, and the results of its operations and its
cash flows for the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and is in a working capital deficit position that raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


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


Raritan, New Jersey

April 18, 2003


                                                                             F-1

<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
      ASSETS

Current assets
  Cash                                                             $    191,442
  Accounts receivable, net of allowance of $14,000                       17,473
  Inventory                                                             451,790
  Prepaid expenses and other current assets                             133,671
                                                                   ------------

      Total current assets                                              794,376

Fixed assets, net of accumulated depreciation of $498,766             2,810,858

Patents and other intangibles, net of accumulated
  amortization of $1,374,211                                          5,856,143

 OTHER ASSETS

Investment in unconsolidated subsidiary,
  equity method, net of reserve for decline in
  value and cumulative share of loss of $1,737,414                       27,000
Investment in entertainment assets, at cost, net of
  reserve for decline in value of $646,795                                 --
Investments, cost method, net of reserve for decline
  in value of $299,500                                                  108,000
Deposits and other assets                                               213,572
                                                                   ------------

      Total other assets                                                348,572
                                                                   ------------

      TOTAL ASSETS                                                 $  9,809,949
                                                                   ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                 $    687,569
  Accrued expenses                                                      282,478
  Capital lease obligation, current portion                             263,259
                                                                   ------------

    Total current liabilities                                         1,233,306

Short term notes, expected to be converted to or
  be repaid from equity                                               1,117,000
                                                                   ------------

Other liabilities, related parties                                    1,016,636
                                                                   ------------

Stockholders' Equity
  Common Stock, $.01 par value, 75,000,000 shares authorized;
   16,961,798 issued and outstanding at December 31, 2002               169,618
  Additional Paid-In Capital                                         24,889,907
  Deferred compensation                                                 (27,773)
  Treasury stock, 240,000 shares at cost                               (125,000)
  Retained Deficit Subsequent to Reorganization (1-1-98)            (18,462,745)
                                                                   ------------

      Total Stockholders' Equity                                      6,443,007
                                                                   ------------

      TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                    $  9,809,949
                                                                   ============

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,
                                                      2001              2002              2002
                                                  ------------      ------------      ------------
                                                  (As restated)
<S>                                               <C>               <C>               <C>
Total Revenue                                     $    120,514      $     72,506      $    245,443
                                                  ------------      ------------      ------------

Direct Operating Expenses
  Direct costs                                          48,929            50,383           128,607
  Research and development                             240,595           423,956           874,989
  Selling and administrative expenses
   (including bad debts of $2,500,
   $4,000 and $63,651, respectively and
   non-cash charges for common stock
   and warrant compensation of $33,336,
   $289,864 and $4,421,590 respectively)             2,926,117         1,655,941        11,598,130
  Depreciation and amortization expense                647,244           793,262         1,680,527
                                                  ------------      ------------      ------------

      Total Direct Operating Expenses                3,862,885         2,923,542        14,282,253
                                                  ------------      ------------      ------------

Loss from operations before other operating
  income and expense                                (3,742,371)       (2,851,036)      (14,036,810)

Other Operating Income (Expense)
  Interest and dividend income                           4,155            14,674            20,846
  Interest expense                                    (101,757)         (198,468)         (357,586)
  Minority interest loss in
   unconsolidated subsidiary                           (50,630)          (13,605)         (125,119)
  Reserve for decline in value of investments
   in unconsolidated subsidiaries                     (136,500)         (372,795)       (2,558,590)
                                                  ------------      ------------      ------------

      Total Other Operating Income (Expense)          (284,732)         (570,194)       (3,020,449)
                                                  ------------      ------------      ------------

Loss on continuing operations,
  before income taxes                               (4,027,103)       (3,421,230)      (17,057,259)

Loss on discontinued operations, net
  of income taxes of $0                               (243,680)         (634,991)       (1,405,486)
                                                  ------------      ------------      ------------

Provision for taxes                                       --                --                --
                                                  ------------      ------------      ------------

      Net (Loss)                                  $ (4,270,783)     $ (4,056,221)     $(18,462,745)
                                                  ============      ============      ============


(Loss) per share from:

  Continuing operations                           $      (0.39)     $       (.22)
                                                  ============      ============
  Discontinued operations                         $      (0.02)     $       (.04)
                                                  ============      ============
  Net loss per share                              $      (0.41)     $       (.26)
                                                  ============      ============

 Weighted average shares outstanding
  Basic and Diluted                                 10,334,414        15,811,970
                                                  ============      ============

The accompanying notes are an integral part of these financial statements.
                                                                                                F-3
</TABLE>
<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, 2002


                                                                                                     Additional
                                                      Common Stock            Treasury   Stock        Paid In
                                                 Shares           Amount       Shares    Amount       Capital
                                              -----------      -----------     ------    ------     -----------
<S>                                           <C>              <C>             <C>       <C>        <C>
Balance, January 1, 1998                       15,824,010          158,240       --        --          (177,968)

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

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 outstanding on July 31, 1999              917,482            9,175       --        --            (9,175)

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

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

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

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
</TABLE>

<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, 2002


                                          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
 per share                                 --              --              --            135,000

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
 per share                                 --              --              --             70,500

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

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

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

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

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

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
                                    -----------     -----------     -----------      -----------


The accompanying notes are an integral part of these financial statements.
                                                                                              F-5
</TABLE>

<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, 2002


                                                                                                Additional
                                                Common Stock              Treasury Stock         Paid In
                                           Shares           Amount       Shares     Amount       Capital
                                         -----------     -----------     ------     ------     -----------
<S>                                       <C>            <C>             <C>       <C>       <C>
Balance, January 1, 2000                   2,232,964     $    22,330       --         --       $ 2,152,517

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

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

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

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

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

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

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

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
</TABLE>

<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, 2002

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

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

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

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

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

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

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

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

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

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


The accompanying notes are an integral part of these financial statements.
                                                                                                                 F-7
</TABLE>


<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, 2002



                                                                                                        Additional
                                                Common Stock          Treasury Stock                     Paid In
                                            Shares         Amount         Shares         Amount          Capital
                                         ------------   ------------   ------------   ------------    ------------
<S>                                      <C>            <C>            <C>            <C>             <C>
Balance January 1, 2001                     7,474,465   $     74,745           --     $       --      $ 17,640,962

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

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

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

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

Acquisition of certain shares by
 Company for cash                                --             --           40,000        (40,000)           --

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

Balance, December 31, 2001                 13,473,465        134,735         40,000        (40,000)     23,155,972
                                         ------------   ------------   ------------   ------------    ------------

Issuance of shares in private
 placements at $.50 together
 with warrants                              2,550,000         25,500           --             --         1,249,500

Issuance of shares pursuant to
 exercise of previously outstanding
 warrants and options                         500,000          5,000           --             --           232,500

Reacquisition of shares pursuant to an
 amendment to the Invicta Vision (Eye
 America) acquisition, at lower of
 original cost or market on
 reacquisition date                              --             --          100,000        (67,000)           --

Issuance of shares and warrants in
 connection with certain settlements          238,333          2,383           --             --           202,935

Issuance of shares for services               200,000          2,000           --             --            49,000

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

Reacquisition of shares in connection
 with recission of ASI acquisition,
 at lower of original cost or market
 on reacquisition date                           --             --          100,000        (18,000)           --

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

Balance, December 31, 2002                 16,971,798   $    169,618        240,000   $   (125,000)   $ 24,889,907
                                         ============   ============   ============   ============    ============

The accompanying notes are an integral part of these financial statements.
                                                                                                                F-8
</TABLE>


<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, 2002


                                             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
 placement at $1.00                          --         --             --              --         5,500,000

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

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

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

Reacquisition of certain shares by
 Company for cash                            --         --             --              --           (40,000)

Net loss for the year                        --         --             --        (4,270,783)     (4,270,783)
                                           ------   --------   ------------    ------------    ------------

Balance, December 31, 2001                   --         --          (61,109)    (14,406,524)      8,783,074
                                           ------   --------   ------------    ------------    ------------

Issuance of shares in private
 placements at $.50 together
 with warrants                               --         --             --              --         1,275,000

Issuance of shares pursuant to
 exercise of previously
 outstanding warrants and options            --         --             --              --           237,500

Reacquisition of shares pursuant to
 an amendment to the Invicta Vision (Eye
 America) acquisition, at lower of
 original cost or market
 on reacquisition date                       --         --             --              --           (67,000)

Issuance of shares and warrants
 in connection with certain
 settlements                                 --         --             --              --           205,318

Issuance of shares for services              --         --             --              --            51,000

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

Reacquisition of shares in connection
 with recission of ASI acquisition,
 at lower of original cost or market
 on reacquisition date                       --         --             --              --           (18,000)

Net loss for the year                        --         --             --        (4,056,221)     (4,056,221)
                                           ------   --------   ------------    ------------    ------------

Balance, December 31, 2002                   --     $   --     $    (27,773)   $(18,462,745)   $ (6,444,007)
                                           ======   ========   ============    ============    ============

The accompanying notes are an integral part of these financial statements.
                                                                                                        F-9

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                 INVICTA CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)


                                                                For the Year Ended
                                                                    December 31,
                                                               2001            2002
                                                            -----------    -----------
<S>                                                         <C>            <C>
Operating Activities

Cash Flows provided by Continuing Operating Activities:
 Net (loss)                                                 $(4,027,103)   $(3,421,230)
 Adjustments to reconcile net loss to
  cash provided by operating activities:
 Bad Debts                                                        2,500         26,000
 Expense paid by issuance of common stock and warrants           33,336        289,864
 Reserve for decline in value of investments                    136,500        372,795
 (Income)Loss from unconsolidated subsidiary                     50,565         13,605
 Depreciation and amortization                                  753,021        793,262
 (Increase) Decrease in accounts receivable                    (131,858)       119,476
 (Increase) Decrease in other assets                           (245,107)       198,455
 (Increase) Decrease in inventory                              (312,996)       (97,829)
 (Decrease) Increase in accounts payable and
    accrued expenses                                            233,881        185,665
                                                            -----------    -----------

Net cash (used in) continuing operating activities           (3,507,261)    (1,519,937)
                                                            -----------    -----------

Cash Flows provided by Discontinued Operating Activities:
 Net (loss)                                                    (243,680)      (634,991)
 Adjustments to reconcile net loss to
  cash provided by operating activities:
 Bad Debts                                                        8,419           --
 Impairment loss on intangibles                                    --          607,801
 Depreciation and amortization                                  150,880         98,950
 (Increase) Decrease in accounts receivable                     (44,819)        73,727
 (Increase) Decrease in other assets                              3,000        (29,804)
 (Increase) Decrease in inventory                               103,896         17,745
 (Decrease) Increase in accounts payable and
    accrued expenses                                            (70,463)      (213,552)
                                                            -----------    -----------

Net cash (used in) discontinued operating activities            (92,767)       (80,124)
                                                            -----------    -----------

Net cash (used in) continuing and discontinued
  operating activities                                      $(3,600,028)   $(1,600,061)
                                                            -----------    -----------

                                                                                 F-10
</TABLE>

<PAGE>


                               INVICTA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


                                                        For the Year Ended
                                                            December 31,
                                                        2001             2002
                                                    -----------     -----------
INVESTING ACTIVITIES
Cash Flows (Used In) Investing Activities:
 Acquisition of fixed assets                        $(1,721,401)    $  (452,614)
 Cash payment for intangible assets                     (43,250)           --
                                                    -----------     -----------

Net cash (used in) investing activities              (1,764,651)       (452,614)
                                                    -----------     -----------

FINANCING ACTIVITIES
Cash Flows From (Used) In Financing
 Activities:

 Proceeds from Capital Lease                            656,213            --
 Proceeds from notes                                  1,170,000       1,154,500
 Payment on notes                                    (2,514,091)       (235,000)
 Payment on bank debt                                   (75,485)           --
 Proceeds from the issue of
  common stock                                        5,575,000       1,512,500
 Payment on capital lease obligations                  (105,107)       (287,849)
 Repurchase of common stock                             (40,000)           --
                                                    -----------     -----------

Net cash from financing activities                    4,666,530       2,144,151
                                                    -----------     -----------

Net increase (decrease) in cash                        (698,149)         91,476

Cash, beginning of period                               798,115          99,966
                                                    -----------     -----------

Cash, end of period                                 $    99,966     $   191,442
                                                    ===========     ===========


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

                                                                            F-11

<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 1 - NATURE OF BUSINESS, ORGANIZATION AND CURRENT BASIS OF PRESENTATION

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 (R) 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 acquirer, and the Company changed its name to Navigato
International, Inc. Also, on January 31, 1994, the Company acquired 100% of the
outstanding stock of Navigato A/S. 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, 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 to maintain its operating activities. The result of
this financial reorganization was the Company to discontinue its European
business operations effective June 30, 1997. The Company accounted for the
abandonment of these subsidiaries and completed a quasi-reorganization during
the year ended December 31, 1997. The results presented herein represent
activity subsequent to January 1, 1998.

Effective June 30, 2002, the Company discontinued operations of its Biz
Auctions, Inc. subsidiary, reverting certain assets and liabilities to the
original seller and effective December 31, 2002 the Company divested itself of
the ASI subsidiary and reacquired 100,000 shares from the original seller. These
subsidiaries have been accounted for as discontinued operations in the current
financial statements.

The Company is in the development stage and its present activities have been
focused on the completion of its second generation flagship product 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.


                                                                            F-12

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 2 - LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENT PLANS

The Company has recorded losses since the reorganization effective January 1,
1998 totaling $18,375,560. The Company has a working capital deficit of $438,930
at December 31, 2002 and has recorded nominal operating revenue from its
continuing operations since the reorganization totaling $245,443, primarily from
the sale of test orders of the first and second version of its flagship product.

The Company's ability to continue as a going concern and its future success is
dependent upon its ability to raise capital in the near term to: (1) satisfy its
current obligations, (2) continue its development of its products, and (3)
successfully implement its plans to market its products and ultimately generate
revenue producing operations.

The Company continues its efforts to complete the necessary steps in order to
meet its cash flow requirements throughout fiscal 2003 and to continue its
development and commercialization efforts. Management's plans in this regard
include, but are not limited to, the following:


1.   Raise additional working capital by either borrowing or through the
     issuance of equity, or both;

2.   Negotiate terms with existing trade creditors and strategic vendors;
     negotiate an alliance with a strategic co-venturer in the optical industry.

3.   Commence revenue producing activities on such a scale that will reduce the
     overhead burden until ultimately profitability may be attained.

Management believes that actions presently being taken, including the
consideration of co-venturing with an appropriate optical partner, provide the
company with the opportunity to complete the Company's development stage through
the successful production of and marketing of the Company's product line with
associative distribution and revenue sharing agreements, and ultimately attain
sufficient revenue thereon to support operations. However, there can be no
assurance that Invicta Corporation 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. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                                                            F-13

<PAGE>

                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


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.,
through December 31, 2002, True- Lite Inc. and Biz Auctions, Inc., through
December 31, 2002, which is a wholly owned subsidiary of Invicta Vision, Inc.,
as well as its 60% owned Omnicast Corp. subsidiary. Significant inter-company
accounts and transactions have been eliminated in consolidation. The balance
sheet at December 31, 2002 does not include assets and liabilities of Action
Services, Inc. or Biz Auctions, Inc. as these have been divested prior to and as
of that date.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.

     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.



                                                                            F-14

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


     At December 31, 2000, management reserved $220,000 for decline in the 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 the effect
on these entities ability to raise capital and implement their business plans as
a result of conditions in the equity markets; the Company's focus of
management's attention and working capital on its eyewear business and the
review of expected net realizable assets pursuant to SFAS 121, "Accounting for
Long-Lived Assets" without further investment.

     At December 31, 2001 and 2002, the Company had recorded an additional
$136,500 and $201,795, respectively, for decline in the value 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
of $475,795 recorded during 2000, this estimated impairment was based upon
reduced expectations of the cash flow the Company reasonable expects to recover
from this group of assets.

At December 31, 2002 an additional $171,000 for impairment of this investment
was recorded and the carrying value is $0.

     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.

     Restatement to Segregate Discontinued Operations

     Effective June 30, 2002, the Company discontinued operations of its Biz
Auctions, Inc. subsidiary, reverting certain assets and liabilities to the
original seller and effective December 31, 2002 the Company divested itself of
the ASI subsidiary and reacquired 100,000 shares from the original seller. These
subsidiaries have been accounted for as discontinued operations in the current
financial statements and condensed information is summarized below.

                                                      2001               2002
                                                  -----------       -----------

Total Revenues                                    $ 1,212,584       $   992,017
Costs and Expenses                                 (1,456,264)       (1,019,207)
Impairment loss on intangibles                           --            (607,801)
                                                  -----------       -----------

 Loss From Discontinued Operations                $  (243,680)      $  (634,991)
                                                  ===========       ===========




                                                                            F-15

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


     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,
                                                        2001        2002
                                                       ------      ------
                                                    (as restated)
      SCHEDULE OF NON CASH INVESTING
      AND FINANCING ACTIVITIES:

      200,000 shares of common stock issued
      in 2002 for services                             $      0   $ 51,000
                                                       ========   ========
      230,000 shares and 235,000 warrants in
      connection with certain settlements              $      0   $205,318
                                                       ========   ========
      Payables, accrued expenses, and other
      liabilities in excess of basis of divested
      subsidiaries reverted to original sellers        $      0   $356,360
                                                       ========   ========
      Liabilities in excess of basis in assets
      reverted to original seller in connection
      with adjustment to the EYE-America acquisition   $      0   $200,419
                                                       ========   ========


      SUPPLEMENTAL INFORMATION - STATEMENT
      OF CASH FLOWS:

      Interest paid                                    $101,757   $198,468
                                                       ========   ========




                                                                            F-16

<PAGE>

     Long-Lived Assets

     From January 1, 1998 through December 31, 2001 the Company had accounted
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.

     Effective January 1, 2002 the Company adopted SFAS No. 141, "Business
Combinations" and SFAS 142, "Goodwill and Other Intangible Assets". SFAS 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. The adoption of SFAS No. 141 had no material impact on the
Company's results of operations or financial position, as the Company believes
its remaining intangible assets, primarily the value of its patents and
colorization process, have definite lives.


     Effective January 1, 2002, the Company adopted 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 fur such assets when held for sale or
abandonment. SFAS No. 144 is effective for fiscal years beginning after 15,
2001. Management does not believe that the adoption of SFAS No. 144 had a
material effect on the Company's results of operations or financial position.

     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. Limitations
on the utilization of these tax benefits result from expiration dates and
certain changes in ownership. 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 non-employee 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.




                                                                            F-17

<PAGE>



                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

     Revenue Recognition

     In the Company's ASI subsidiary, revenues were recorded when the products
were shipped. For the fiscal years ended December 13, 2001 and 2002, $1,148,298
and $992,017, or 86% and %93, respectively, of the revenue recorded by the
Company was recorded by ASI. Due to the divestiture of ASI, this revenue was
included in loss from discontinued operations.

     In the Company's InvictaVision, Inc. subsidiary, all revenue recorded
relate to sales of the Company's Solera (R) 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 (R) products at the time of
shipment, at which time, no other significant obligations of the Company exist,
other than normal warranty support.


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, 2002 inventory is comprised of the following:

         Raw materials                                      $ 169,419
         Work in progress                                     102,678
         Finished goods                                       241,293
                                                              -------

         Total                                                513,390

         Less: Reserve for Obsolescence                       (61,600)
                                                              -------

         Net Inventory                                      $ 451,790
                                                              =======



                                                                            F-18

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


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 $629,628 and $593,900, of which $134,880 and $98,950 was
included in discontinued operations, during the years ended December 31, 2001
and 2002, 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 common stock.
 (formerly Eye                             2000           $250,000 note payable, $75,000 of acquisition
 America, Inc. and                                        expenses and the assumption of $139,610
 Chemko Optical                                           liabilities in excess of historical basis.
                                                          Cost allocated to patents with an estimated useful life of
                                                          16 years. During 2002 the Company recorded a reduction in
                                                          the carrying value of $231,281, without gain or loss, as the
                                                          Company and the original seller agreed to the following: The
                                                          research and development facility in Hudson, FL acquired by
                                                          the Company in connection with its Eye America acquisition
                                                          adjustment, which also included the reversion of certain
                                                          debt to the original owners of Chemko which were initially
                                                          assumed by the Company at the time of the acquisition and
                                                          the return of certain non-essential patents, the return of
                                                          100,000 shares of the Company's common stock from the
                                                          original owners back to the Company as treasury stock valued
                                                          at $67,000 and the exchange of mutual releases.

Action Services, Inc.   $ 441,205        May 31,          100,000 shares of the Company's common stock, the payment of
                                          2000            $140,000 to certain prior shareholders and the assumption of
                                                          $109,850 liabilities in excess of historical basis. Cost
                                                          allocated to other intangibles. Effective December 31, 2002
                                                          the Company divested itself of the ASI subsidiary and
                                                          reacquired 100,000 shares as treasury stock valued at
                                                          $18,000 and recorded an impairment of $260,390 which is
                                                          included in discontinued operations for 2002.

True-Lite, Inc.         $ 537,500        May 31,          200,000 shares of the Company's common stock  and a cash
                                          2000            payment of $150,000. Cost allocated  to other intangibles
                                                          with an estimated useful life of 7 years.

Biz Auctions, Inc.      $ 503,097        July 31,         100,000 shares of the Company's common stock and the
                                          2000            assumption of $15,597 liabilities in excess of historical
                                                          basis. Cost allocated to other intangibles. Effective June
                                                          30, 2002 the Company discontinued operations of the Biz
                                                          Auctions subsidiary, reverting certain assets and
                                                          liabilities to the original seller and recorded an
                                                          impairment of $347,411 which is included in discontinued
                                                          operations for 2002.

</TABLE>

                                                                            F-19

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 6 - CAPITAL STOCK

     Common Stock

     The Company has authorized 75,000,000, increased from 50,000,000 as
approved in December 2002 by majority consent of shareholders, 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.


                                                                            F-20

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


     Financing Warrants

     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 each of the Company's common stock at an exercise price of $2.25 per
share, subsequent to certain price adjustments, for a term of five years through
May, 2006.

     During 2002, the Company issued 2,550,000 shares of its common stock to
accredited investors at $.50 per share and 2,400,000 warrants to purchase one
share each of the Company's common stock at an exercise price of $1.00 for a
term of five years through June of 2007. In addition, a consultant who assisted
the Company with these transactions was issued 450,000 warrants to purchase one
share each of the Company's common stock at $.50, which was exercised for cash
during 2002.

     Other Issuances

     During 2002, the Company issued 78,333 shares of its common stock and
235,000 warrants to purchase one share each of the Company's common stock at an
exercise price of $1.00, through October 2007, valued at $118,518 to settle
disputes arising from the conversion of shares in the Company's Eye America
subsidiary's common stock previously exchanged for the Company's common stock
and 160,000 shares of its common stock, valued at $86,800 as reparation with
respect to the timing of the issuance and closing dates of private placements of
the Company's equity during 2000.

     Other Warrants

     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 for Services

     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
employees and directors which expire in five years.

     During 2002, the Company issued 1,500,000 warrants which expire in five
years. These warrants were issued to consultants, employees and directors.


                                                                            F-21

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


     A summary of the stock option and warrant activity, exclusive of the
13,400,000 "financing" warrants, for the three years ended December 31, 2002,
all of which were non- qualified, 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
                                                  =========          ====

         Exercisable at December 31, 2001         3,455,156        $ 3.61
                                                  =========          ====

         Granted                                  1,500,000          1.00
         Exercised                                  (50,000)          .25
         Canceled                                         -            .-
                                                  ---------          ----

         Outstanding at December 31, 2002         4,960,700        $ 2.92
                                                  =========          ====

         Exercisable at December 31, 2002         4,948,356        $ 2.90
                                                  =========          ====

     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.

     The per share weighted-average fair value of warrants granted during 2000,
2001 and 2002 was $3.99, $1.85 and $1.00, respectively. The price per share
weighted average remaining life of the warrants outstanding at December 31,
2000, 2001 and 2002 is 4.3 years, 3.5 years and 3.1 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 2001 and 2002
would have been increased to the pro forma amounts shown below.

                                                         December 31,
                                                   2001                2002
         Net loss:
         As reported                           $(4,270,783)        $(4,056,221)
                                                 =========           =========
         Pro forma                             $(5,830,783)        $(5,044,971)
                                                 =========           =========

     For the years ended December 31, 2001 and 2002, the Company recorded
non-cash

                                                                            F-22

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


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. During 2002, 350,000 options at an exercise
prices of $.50 and $.25 were awarded to consultants for services,  500,000
options were exercised during  2002 generating $237,500 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.

         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.

                                                                            F-23

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


         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.

         Treasury Stock

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

         During 2002, the Company reacquired 100,000 shares, as part of an
adjustment to the original acquisition, from the original seller of the Invicta
Vision, Inc. (formerly Eye- America, Inc.; Chemko see Note 5) valued at $67,000.

         Effective December 31, 2002, the Company divested itself of the ASI
subsidiary and in connection with this transaction reacquired 100,000 shares
valued at $18,000.


NOTE 7 - TRANSACTIONS WITH RELATED PARTIES

         In 1998 the Company issued 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 was 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.

         During 2002 the Company's chairman lent the Company an additional
$652,500, received repayments of $75,000 and at December 31, 2002 the total
amount due to the chairman is $922,500 plus accrued interest at 10%. The Company
recorded $63,740 interest expense for 2002 on the chairman's notes, and these
notes have been extended to August 2003. The total amount of accrued interest
for notes payable to the chairman included in accrued expenses is $64,745 at
December 31, 2002.

         Also, during 2002, a group of investors, including the Company's
chairman, exercised the purchase option and are leasing the premises to the
Company on substantially the same terms as the initial lease, or approximately
$16,700 per month.

         During 2002, the Company's president deferred $43,270 of his salary and
an employee deferred $866 of his salary. At December 31, 2002 these are included
in other notes - related parties. Subsequently the $866 has been paid and the
president's deferred compensation will be repaid when the Company's working
capital permits.

         During 2002, a shareholder lent the Company $50,000. At December
31,2002 this note is included in other notes - related parties, and has been
extended to August 2003. Interest expense at 10% charged for 2002 of $4,150 is
included in accrued expenses at December 31, 2002.

                                                                            F-24

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


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.

         Fixed assets, at cost, at December 31, 2002 is as follows:

         Leasehold Improvements                         $1,609,616
         Machinery and equipment                         1,560,431
         Office equipment                                  139,577
                                                         ---------

         Sub-Total                                       3,309,624

         Less - Accumulated
             Depreciation                                 (498,766)
                                                         ---------

     Total                                              $2,810,858
                                                        ==========


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. During 2002 the deposits were returned and a
group of investors including the company's chairman, exercised the purchase
option and is presently leasing the premises to the company on substantially the
same terms as the initial lease, or approximately $16,700 per month through
2005.

         In March 2001, the Company's ASI subsidiary extended a lease for office
and manufacturing space in Knoxville, Tennessee, effective September 1, 2001 and
ending on August 31, 2004. The lease provided for minimum monthly rentals $2,660
through August 31, 2004. Effective December 31, 2002 the Company divested its
ASI subsidiary and this lease was assigned to the new owners.

         Rental expense for office space was $299,434 in 2001 and $232,320 in
2002. The total future minimum rental payments required are as follows:

                       2003                             $200,400
                       2004                             $200,400
                       2005                             $200,400
                                                         -------

                       Total                            $601,200
                                                         =======




                                                                            F-25

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


         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 capital lease
agreement provides for a $1.00 purchase option at the end of the lease. 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.

         Following is a summary of equipment held under capital leases:

                                                            2002

         Equipment                                       $ 656,216

         Less: accumulated
            depreciation                                  (124,992)
                                                           -------

                                                         $ 531,224
                                                         ==========



         Minimum future lease payments under capital leases as of December 31,
2002 for each of the next five years are as follows:

         2003                                                        $ 240,149
                                                                       -------

         Total minimum lease payments                                  240,149

         Less amounts representing interest                             (8,023)
                                                                       -------

         Present value of net minimum lease payment                  $ 232,126
                                                                       =======


         The interest rate on the capitalized lease is 9.96%.

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.



                                                                            F-26

<PAGE>


                      INVICTA CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 11 - 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 $4,335,000 in the form of net operating loss ('NOL') carryforwards
of approximately $12,750,000 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, 2002 the following notes payable are outstanding with
the following:

<TABLE>
<CAPTION>

                                     Balance at
                                    December 31,
      Note                             2002         Terms
<S>                                <C>             <C>
Bridge note with accrued           $  665,000(1)   This note was extended to August
 interest at 10%                                   2003 and is expected to be repaid from
                                                   equity proceeds during 2003.

Convertible Bridge notes              452,000(1)
 interest at 10% due                 ---------     Due August 2003.


Subtotal                            1,117,000

Due To Related Parties:

Note to Company's Chairman            922,500(1)   Due August 2003 and this note is expected
  interest at 10%                                  to be repaid with from equity proceeds
                                                   during 2003.

Other notes, officers and
  stockholder with interest
  at 10%                               94,136
                                    ---------

Subtotal                            1,016,136
                                    ---------

Total                              $2,039,500
                                    =========

(1)  These notes are convertible to shares of the Company's common stock at $.15
     per share.
</TABLE>


                                                                            F-27

<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 (through November 25, 2002)

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 - On November 25, 2002, Mr. Phillips informed the board of
directors that he will not stand for re-election as director. He 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.

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

                                       22

<PAGE>


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, 2001 and 2002. (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, 2001 and 2002
exceeded $100,000.

ANNUAL COMPENSATION

                                       Deferred
NAME AND POSITION         Salary      Compensation        Warrants         Year
--------------------------------------------------------------------------------
Alan Yuster (1)(2)(3)    $128,330      $43,270            50,000          2002
                         $156,000                        200,000          2001

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)  $43,269.30 deferred compensation taken in 2002.

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        6,957,000(1)(2)(3)    27.59%

Alan Yuster                   President         450,000(2)           1.78%
                              Director

Kenneth Brown                 Secretary,        190,000(2)            .75%
                              Director

Charles Phillips              Director          160,000(2)            .63%

William J. Reilly, Esq.       Treasurer,        390,000(2)           1.55%
                              Director

Bigelow Investments           Shareholder     9,900,000(2)          39.27%
                                             ----------             -----

TOTAL OFFICERS, DIRECTORS &
SIGNIFICANT SHAREHOLDERS
AS A GROUP:                                  18,047,000             71.57%
                                             ==========             =====

(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

                                       23

<PAGE>



         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.

(3)      Does not include 6,150,000 shares issuable upon convertible feature of
         10% interest bearing note due July 1, 2003.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal year ended December 31, 2002 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, 2002, the contents of which commence on Page F-1. 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.


                                       24

<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




                                       25

<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



April 22, 2003    by:/s/ Louis Gleckel
                    -------------------------------------
                    Louis Gleckel, MD
                    Chairman


April 22, 2003  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.

April 22, 2003   by:/s/ Kenneth Brown
                    -------------------------------------
                    Kenneth Brown, Secretary and Director




April 22, 2003    by:/s/ William J. Reilly
                    -------------------------------------
                    William J. Reilly, Treasurer and Director



                                       26