SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               INVICTA GROUP INC.
                               ------------------
               (Exact Name of Company as specified in its charter)


       Nevada                    333-102555             91-2051923
       ------                    ----------             ----------
(State  of Incorporation)  (Commission File No.)      (IRS Employer
                                                        ID  Number)

                9553 Harding Avenue, Miami Beach, Florida 33154
                    (Address of principal executive offices)


                      FISCAL 2005 EQUITY COMPENSATION PLAN
                          (Full title of the Agreement)


                        William Forhan, President and CEO
                               INVICTA GROUP INC.
                9553 Harding Avenue, Miami Beach, Florida 33154

                                    Copy to:
                               J. Bennett Grocock
                             The Business Law Group
                          455 S Orange Ave., Suite 500
                             Orlando, Florida 32801
                             ----------------------
                    (Name and address of agent for service)

                   Company's telephone number: (305) 866- 6525

<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE

                                                                         PROPOSED
                                                                         MAXIMUM
                                                                         OFFERING         PROPOSED MAXIMUM          AMOUNT OF
       TITLE OF                              AMOUNT TO BE                  PRICE              AGGREGATE              REGISTRATION
SECURITIES TO BE REGISTERED                  REGISTERED                 PER SHARE(2)      OFFERING PRICE (2)            FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                           <C>              <C>                        <C>
Common Stock, par value $0.001 per share   10,000,000 shares (1)         $ 0.01           $ 100,000                  $ 12.67

</TABLE>

     (1)  Represents  10,000,000  underlying  shares  of the Registrant's common
          stock, issuable under the Registrant's Fiscal 2005 Equity Compensation
          Plan.
     (2)  The  proposed maximum offering price per share is estimated solely for
          purpose  of  calculating  the registration fee in accordance with Rule
          457(F)(2).


                                     PART I

INFORMATION  REQUIRED  IN  THE  PROSPECTUS

Item  1.  Plan  Information

     Invicta  Group  Inc. (the "Company") is offering shares of its common stock
to  various  individuals  for  consulting services performed on its behalf. This
issuance  of  shares  is being made pursuant to the Company's Fiscal 2005 Equity
Compensation  Plan  (the "Plan") adopted by the Board of Directors on January 7,
2005.  The  shares  issued  hereunder  will  not  be  subject  to  any  resale
restrictions. The Plan is not qualified under ERISA and has no administrator, as
the  shares will be issued directly to participants selected and approved by the
Board  of  Directors. The number of shares or options for shares to be delivered
to  particular  consultant  will  equate to the value of the consulting services
provided  or  to  be  provided  by  each  individual.

     Additional  information  about  the Plan may be obtained from Invicta Group
Inc.  9553  Harding  Avenue,  Miami  Beach, Florida 33154, tel: (305) 866- 6525.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     The  participants shall be provided a written statement notifying them that
upon  written  or  oral  request  they will be provided, without charge, (i) the
documents  incorporated  by  reference  in Item 3 of Part II of the registration
statement,  and  (ii)  other documents required to be delivered pursuant to Rule
428(b).  The  statement  will  inform  the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address  (giving  title or department) and telephone number to which the request
is  to  be  directed.


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents,  which  have  been filed by the Company with the
Securities  and  Exchange  Commission, are hereby incorporated by reference into
this  Prospectus:

     a.     The Company's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2003;

     b.     The  Company's  Quarterly  Reports  on  Form  10-QSB  for the fiscal
quarters  ended  March  31,  2004,  June  30,  2004  and September 30, 2004; and

     c.     The  Company's  Current  Reports on Forms 8-K subsequent to December
31,  2003,  and  up  to  and  including  the date of filing of this Registration
Statement.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  and 15(d) of the Exchange Act subsequent to the date of this
Registration  Statement and prior to the filing of a post-effective amendment to
this  Registration  Statement which indicates that all securities offered hereby
have  been  sold or which deregisters all securities then remaining unsold shall
be  deemed to be incorporated in this Registration Statement by reference and to
be  a  part  hereof  from  the  date  of  filing  of  such  documents.

     Any  statement contained in this Registration Statement, in a supplement to
this  Registration  Statement or in a document incorporated by reference herein,
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to  this  Registration  Statement  or in any document that is
subsequently  incorporated  by  reference  herein  modifies  or  supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to  constitute  a  part  of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     The  Company  is currently authorized to issue 190,000,000 shares of common
stock $0.001 per share, of which approximately 114,155,777 shares are issued and
outstanding  as  of  January  6,  2005, and 10,000,000 shares of preferred stock
$0.001  per  share,  none  of  which  are  issued  and  outstanding.

COMMON  STOCK

     Holders  of  shares  of  common  stock  are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally  available  therefore.  Upon our liquidation, dissolution or winding up,
after  payment  to creditors, our assets will be divided pro rata on a per share
basis  among  the  holders  of  our  common  stock.

     Each  share  of  common  stock  entitles  the  holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which mean that the
holders  of more than 50% of the shares voting for the election of directors can
elect  all  of  the  directors  if they choose to do so, and, in such event, the
holders  of  the  remaining shares will not be able to elect any directors.  Our
By-Laws  require  that only a majority of our issued and outstanding shares need
be  represented  to  constitute  a  quorum  and  to  transact  business  at  a
stockholders'  meeting.  Our  common  stock  has  no preemptive, subscription or
conversion  rights  and  is  not  redeemable  by  us.

PREFERRED  STOCK

     We  are authorized to issue 10,000,000 shares of preferred stock, par value
$.001  per  share,  having  such  designations,  rights, preferences, powers and
limitations  as  may  be  determined  by  the  board of directors at the time of
designation.  No  preferred  stock  has  yet  been  designated  or  issued.

TRANSFER  AGENT

     The  Company's transfer agent and registrar for our common stock is Florida
Atlantic  Stock  Transfer,  7130  Nob  Hill  Road,  Tamarac,  FL  33321.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     None.

ITEM  6.  Indemnification  of  Directors  and  Officers.

     The  Nevada Statutes (the "Corporation Act") permits the indemnification of
directors,  employees, officers and agents of Nevada corporations. The Company's
Articles  of  Incorporation (the "Articles") and Bylaws provide that the Company
shall  indemnify  its  directors and officers to the fullest extent permitted by
the  Corporation  Act.

     The provisions of the Corporation Act that authorize indemnification do not
eliminate  the  duty  of  care  of  a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain  available  under Nevada law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had  reasonable  cause  to  believe  his conduct was lawful or had no reasonable
cause  to  believe  his  conduct was unlawful, (b) deriving an improper personal
benefit  from  a  transaction,  (c)  voting  for  or  assenting  to  an unlawful
distribution  and  (d)  willful  misconduct  or conscious disregard for the best
interests  of  the  Company in a proceeding by or in the right of a shareholder.
The  statute  does not affect a director's responsibilities under any other law,
such  as  the  Federal  securities  laws.

     The  effect  of  the  foregoing  is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in  their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation  and,  with  respect  to  any  criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful.

     To  the  extent protection from liability for liabilities arising under the
securities  act  may  be  permitted  to  our directors, officers and controlling
persons  of  our  company under the provisions described above, or otherwise, we
have  been  advised that in the opinion of the SEC, this type of protection from
liability  is  against  public policy as expressed in the securities act and is,
therefore,  unenforceable.


ITEM  7.  Exemption  From  Registration  Claimed.

          Not  applicable.


ITEM  8.  Exhibits.

Exhibit  Number    Description
---------------    -----------

4.1                Fiscal  2005  Equity  Compensation  Plan

5                  Opinion  of  Counsel,  The  Business  Law  Group.

23.1               Consent  of  Larry  Wolfe,  C.P.A.,  Independent  Auditors.

23.2               Consent  of  The  Business Law Group (Included in Exhibit 5).




ITEM  9.  Undertakings

     1.    The  Registrant  hereby  undertakes:

          (a)  To  file,  during  any  period in which offers or sales are being
          made,  a  post-effective  amendment  to  this  registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities  Act  of  1933;

               (ii)  to  reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               formation  set  forth  in  the  registration  statement

               (iii)  to  include  any  material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          (b)  That,  for  the  purpose  of  determining any liability under the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bonafide  offering  thereof.

          (c) To remove from registration by means of a post-effective amendment
          any  of  the  securities  being  registered which remain unsold at the
          termination  of  the  offering.

     2.     The  Registrant  hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to  the securities offered herein, and the offering of such securities
at  that  time  shall be deemed to be in the initial bona fide offering thereof.


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and authorized this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City  of  Miami  Beach,  Florida,  on  the  7th  day  of  January,  2005.

               INVICTA  GROUP  INC.


      By:----------------------------

         William  G.  Forhan,
         President, CEO and  Director

     Each  person  whose signature appears below hereby constitutes and appoints
William  Forhan  his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any  and  all  capacities,  to  sign any and all amendments to this Registration
Statement,  and  to  file the same, with exhibits thereto and other documents in
connection  therewith,  with  the  Securities  and  Exchange  Commission, hereby
ratifying  all  that  said  attorney-in-fact  and  agent  or  his  substitute or
substitutes,  or  any  of  them,  may  lawfully do or cause to be done by virtue
hereof.

     In  accordance  with  the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.


SIGNATURE                                TITLE                   DATE

/s/  Richard  David  Scott           COO  and  Director         1/10/05
     ---------------------
     Richard  David  Scott




/s/  Mercedes  Henze                    Director                1/10/05
     ---------------
     Mercedes  Henze

<PAGE>

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               INVICTA GROUP INC.
                               ------------------
               (Exact name of Issuer as specified in its charter)


EXHIBIT  INDEX


Exhibit  Number    Description
---------------    -----------

4.1                Fiscal  2005  Equity  Compensation  Plan

5                  Opinion  of  Counsel,  The  Business  Law  Group.

23.1               Consent  of  Larry  Wolfe,  C.P.A.,  Independent  Auditors.

23.2               Consent  of  The  Business Law Group (Included in Exhibit 5).


<PAGE>
                                   Exhibit 4.1


                               INVICTA GROUP INC.

                      FISCAL 2005 EQUITY COMPENSATION PLAN.



     INVICTA  GROUP  INC., a Nevada corporation (the "Company"), this 7th day of
January,  2005, hereby adopts Fiscal 2005 Equity Compensation Plan (the "Plan").
Under  the  Plan,  the Company may issue shares of the Company's common stock or
grant  options  to  acquire  the  Company's  common stock, par value $0.001 (the
"Stock"),  from  time  to  time to consultants or advisors of the Company or its
subsidiaries, all on the terms and conditions set forth herein.  In addition, at
the  discretion  of  the  Board  of  Directors,  Shares may from time to time be
granted under this Plan to other individuals, including consultants or advisors,
who  contribute to the success of the Company or its subsidiaries, provided that
bona  fide  services  shall  be  rendered  by consultants and advisors, and such
services  must  not  be  in connection with the offer or sale of securities in a
capital-raising  transaction.

1.     Purpose  of  the  Plan.
       ----------------------

     The  Plan is intended to aid the Company in rewarding those individuals who
have  contributed  to the success of the Company.  The Company has designed this
Plan  to permit the Company to reward those individuals who are not employees of
the  Company  but who management perceives to have contributed to the success of
the Company or who are important to the continued business and operations of the
Company.  The  above  goals  will  be  achieved  through the granting of Shares.

2.     Administration  of  this  Plan.
       ------------------------------

     Administration  of  this Plan shall be determined by the Company's Board of
Directors  (the  "Board").  Subject  to compliance with applicable provisions of
the  governing  law,  the  Board  may  delegate  administration  of this Plan or
specific  administrative  duties  with respect to this Plan on such terms and to
such  committees  of  the Board as it deems proper (hereinafter the Board or its
authorized  committee  shall  be  referred  to  as  "Plan Administrators").  The
interpretation  and  construction  of  the  terms  of  this  Plan  by  the  Plan
Administrators  thereof  shall  be final and binding on all participants in this
Plan  absent  a  showing  of  demonstrable  error.  No  member  of  the  Plan
Administrators  shall  be  liable  for any action taken or determination made in
good  faith with respect to this Plan. Any shares approved by a majority vote of
those  Plan  Administrators  attending a duly and properly held meeting shall be
valid.  Any  shares  approved  by  the  Plan Administrators shall be approved as
specified  by  the  Board  at  the  time  of  delegation.

3.     Shares  of  Stock  Subject  to  this  Plan.
       ------------------------------------------

     The  total  number  of shares issues pursuant to this Plan shall not exceed
20,000,000  shares.  If  any  right  to acquire Stock granted under this Plan is
exercised  by the delivery of shares of Stock or the relinquishment of rights to
shares  of  Stock,  only  the  net shares of Stock issued (meaning the shares of
stock  issued  less  the  shares  of  Stock  surrendered)  shall
count  against  the total number of shares reserved for issuance under the terms
of  this  Plan.

4.     Reservation  of  Stock  on  Granting  of  Rights.
       ------------------------------------------------

     At  the time any right is granted under the terms of this Plan, the Company
will  reserve  for  issuance the number of shares of Stock subject to such right
until  that  right  is  exercised  or  expires.  The  Company may reserve either
authorized  but  unissued  shares  or  issued  shares reacquired by the Company.

5.      Eligibility.
        -----------

     The  Plan  Administrators  may  grant  shares  to  individuals  who are not
employees  of  the  Company  or  its  subsidiaries,  including  consultants  and
advisors,  provided that such consultants and advisors render bona fide services
to  the  Company  or  its  subsidiaries  and  such  services are not rendered in
connection  with  the  offer  or  sale  of  securities  in  a  capital-raising
transaction.  In any case, the Plan Administrators shall determine, based on the
foregoing  limitations  and  the Company's best interests, which consultants and
advisors  are  eligible  to  participate  in  this  Plan. Shares shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined  by  the  Plan Administrators, all as may be within the provisions of
this  Plan.

6.     Terms  of  Grants  and  Certain  Limitations  on  Right  to  Exercise.
       ---------------------------------------------------------------------

a.   Each  right  to  shares  may  have  its  terms  established  by  the  Plan
     Administrators  at  the  time  the  right  is  granted.

b.   The terms of the right, once it is granted, may be reduced only as provided
     for  in  this  Plan  and under the express written provisions of the grant.

c.   Unless  otherwise  specifically  provided  by the written provisions of the
     grant  or  required  by  applicable  disclosure or other legal requirements
     promulgated  by  the  Securities  and  Exchange  Commission  ("SEC"),  no
     participant  of  this  Plan or his or her legal representative, legatee, or
     distributee  will  be,  or  shall  be  deemed to be, a holder of any shares
     subject to any right unless and until such participant exercises his or her
     right  to  acquire  all  or a portion of the Stock subject to the right and
     delivers  any  required consideration to the Company in accordance with the
     terms  of  this  Plan  and  then  only  as to the number of shares of Stock
     acquired.  Except  as  specifically  provided  in this Plan or as otherwise
     specifically provided by the written provisions of any grant, no adjustment
     to the exercise price or the number of shares of Stock subject to the grant
     shall  be  made  for dividends or other rights for which the record date is
     prior  to  the  date on which the Stock subject to the grant is acquired by
     the  holder.

d.   Rights  shall vest and become exercisable at such time or times and on such
     terms  as the Plan Administrators may determine at the time of the grant of
     the  right.

e.   Grants  may  contain  such  other  provisions,  including  further  lawful
     restrictions  on  the  vesting  and  exercise  of  the  grant  as  the Plan
     Administrators  may  deem  advisable.

f.     In  no  event  may a grant be exercised after the expiration of its term.

g.   Grants  shall  be  non-transferable,  except  by  the  laws  of descent and
     distribution.

7.     Exercise  Price.
       ---------------

     The  Plan  Administrators shall establish the exercise price payable to the
Company  for  shares  to  be  obtained  pursuant  to  any purchase options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8.     Payment  of  Exercise  Price.
       ----------------------------

     The exercise of any option shall be contingent on receipt by the Company of
the  exercise  price paid in either cash, certified or personal check payable to
the  Company.

9.     Dilution  or  Other  Adjustment.
       -------------------------------

     The  shares  of Common Stock subject to this Plan and the exercise price of
outstanding  options  are  subject to proportionate adjustment in the event of a
stock  dividend  on  the  Common  Stock  or a change in the number of issued and
outstanding  shares of Common Stock as a result of a stock split, consolidation,
or  other  re-capitalization.  The Company, at its option, may adjust the grants
and  rights  made  hereunder,  issue  replacements,  or  declare  grants  void.

10.     Options  to  Foreign  Nationals.
        -------------------------------

     The  Plan  Administrators may, in order to fulfill the purpose of this Plan
and  without  amending  this  Plan,  grant  Options  to  foreign  nationals  or
individuals residing in foreign countries that contain provisions, restrictions,
and limitations different from those set forth in this Plan and the Options made
to United States residents in order to recognize differences among the countries
in  law, tax policy, and custom. Such grants shall be made in an attempt to give
such  individuals  essentially  the  same benefits as contemplated by a grant to
United  States  residents  under  the  terms  of  this  Plan.

11.      Listing  and  Registration  of  Shares.
         --------------------------------------

     Each grant shall be subject to the requirement that if at any time the Plan
Administrators  shall  determine, in their sole discretion, that it is necessary
or  desirable  to  list,  register, or qualify the shares covered thereby on any
securities  exchange or under any state or federal law, or obtain the consent or
approval  of any governmental agency or regulatory body as a condition of, or in
connection  with,  the  granting  of  such rights or the issuance or purchase of
shares  thereunder,  such  right may not be exercised in whole or in part unless
and  until  such  listing,  registration,  consent,  or approval shall have been
effected  or  obtained  free  of  any  conditions  not  acceptable  to  the Plan
Administrators.

12.     Expiration  and  Termination  of  this  Plan.
        --------------------------------------------

     This  Plan  may  be  abandoned  or  terminated  at  any  time  by  the Plan
Administrators
except  with  respect to any rights then outstanding under this Plan.  This Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in this Plan or the date on which the 20,000,000th share is
issued  hereunder.


13.     Amendment  of  this  Plan.
        -------------------------

     This  Plan  may  not be amended more than once during any six month period,
other than to comport with changes in the Code or the Employee Retirement Income
Security  Act  or  the  rules  and  regulations promulgated thereunder. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that  to  the  extent such amendment or modification would cause this Plan to no
longer  comply  with  the  applicable provisions of the Code governing incentive
stock  options  as  they  may  be  amended  from time to time, such amendment or
modification  shall  also  be  approved  by  the  shareholders  of  the Company.


   ATTEST:

/s/ William  G.  Forhan
    _______________________________
    William  G.  Forhan,  President,
    Co-Chairman  and  CEO


<PAGE>

                                    Exhibit 5
                      OPINION AND CONSENT OF LEGAL COUNSEL

                             The Business Law Group
                                Attorneys at Law
                         255 S. Orange Ave., Suite 1201
                                Orlando, FL 32801

                                 January 7, 2005

The  Board  of  Directors
Invicta  Group  Inc.

Gentlemen:

     We  have  acted  as  special  securities counsel to Invicta Group Inc. (the
"Company"),  in  connection  with  the  preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the  Securities  Act of 1933, as amended, of the 10,000,000 underlying shares of
the  Company's  common stock, $0.001 par value per share (the "Shares") issuable
pursuant  to  the  Company's  Fiscal 2005 Equity Compensation Plan (the "Plan"),
attached  as  exhibit  to  the  Registration Statement for which this opinion is
provided.  As  such,  we have examined the Registration Statement and such other
documents  of  the  Company  as  we  deemed appropriate under the circumstances.

     Based  upon  the  foregoing, and assuming that the Shares will be issued as
set  forth  in  the  Plan, at a time when effective, and that there will be full
compliance with all applicable securities laws involved under the Securities Act
of  1933,  as  amended, the Securities Exchange Act of 1934, as amended, and the
rules  and regulations promulgated pursuant to said Acts, and in those states in
which  the  Shares may be sold, we are of the opinion that, upon issuance of the
Shares  according to the Registration Statement and receipt of the consideration
to  be  paid  for  the Shares, the Shares will be validly issued, fully paid and
non-assessable  shares  of  Common  Stock  of the Company. This opinion does not
cover  any matters related to any re-offer or re-sale of the Shares by the firm,
once  issued  pursuant  to  the  Agreement  as  described  in  the  Registration
Statement.

     This opinion is not to be used, circulated, quoted or otherwise referred to
for  any  other purpose without our prior written consent. This opinion is based
on  our  knowledge of the law and facts as of the date hereof. We assume no duty
to  communicate  with  the  Company in respect to any matter, which comes to our
attention  hereafter.

Very  truly  yours,

/s/  THE  BUSINESS  LAW  GROUP

Consent:

     We  consent  to the use of our opinion dated January 7, 2005, as an exhibit
to the Registration Statement of Invicta Group Inc., and to the reference to our
firm  in  the  Registration  Statement.

/s/  THE  BUSINESS  LAW  GROUP

<PAGE>

                                  Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS'


                                January 7, 2005


The  Board  of  Directors
Invicta  Group  Inc.

     We  hereby  consent  to  the incorporation by reference in the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission of
our  report  dated  April  14, 2004, with respect to the financial statements of
Invicta  Group,  Inc.  for  the  year  ended  December  31,  2003.


Larry  Wolfe,  C.P.A.



/s/  Larry  Wolfe
     ------------
     Larry  Wolfe,  C.P.A.
     Miami,  Florida
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               INVICTA GROUP INC.
                               ------------------
               (Exact Name of Company as specified in its charter)

       Nevada                    333-102555             91-2051923
       ------                    ----------             ----------
(State  of Incorporation)  (Commission File No.)      (IRS Employer
                                                        ID  Number)

                9553 Harding Avenue, Miami Beach, Florida 33154
                    (Address of principal executive offices)

                      FISCAL 2005 EQUITY COMPENSATION PLAN
                          (Full title of the Agreement)

                        William Forhan, President and CEO
                               INVICTA GROUP INC.
                9553 Harding Avenue, Miami Beach, Florida 33154

                                    Copy to:
                               J. Bennett Grocock
                             The Business Law Group
                          455 S Orange Ave., Suite 500
                             Orlando, Florida 32801
                             ----------------------
                    (Name and address of agent for service)

                   Company's telephone number: (305) 866- 6525
CALCULATION OF REGISTRATION FEE

                                                                         PROPOSED
                                                                         MAXIMUM
                                                                         OFFERING         PROPOSED MAXIMUM          AMOUNT OF
       TITLE OF                              AMOUNT TO BE                  PRICE              AGGREGATE              REGISTRATION
SECURITIES TO BE REGISTERED                  REGISTERED                 PER SHARE(2)      OFFERING PRICE (2)            FEE
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share   10,000,000 shares (1)         $ 0.01           $ 100,000                  $ 12.67
(1)  Represents  10,000,000  underlying  shares  of the Registrant's common
          stock, issuable under the Registrant's Fiscal 2005 Equity Compensation
          Plan.
     (2)  The  proposed maximum offering price per share is estimated solely for
          purpose  of  calculating  the registration fee in accordance with Rule
          457(F)(2).

                                     PART I

INFORMATION  REQUIRED  IN  THE  PROSPECTUS

Item  1.  Plan  Information

     Invicta  Group  Inc. (the "Company") is offering shares of its common stock
to  various  individuals  for  consulting services performed on its behalf. This
issuance  of  shares  is being made pursuant to the Company's Fiscal 2005 Equity
Compensation  Plan  (the "Plan") adopted by the Board of Directors on January 7,
2005.  The  shares  issued  hereunder  will  not  be  subject  to  any  resale
restrictions. The Plan is not qualified under ERISA and has no administrator, as
the  shares will be issued directly to participants selected and approved by the
Board  of  Directors. The number of shares or options for shares to be delivered
to  particular  consultant  will  equate to the value of the consulting services
provided  or  to  be  provided  by  each  individual.

     Additional  information  about  the Plan may be obtained from Invicta Group
Inc.  9553  Harding  Avenue,  Miami  Beach, Florida 33154, tel: (305) 866- 6525.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     The  participants shall be provided a written statement notifying them that
upon  written  or  oral  request  they will be provided, without charge, (i) the
documents  incorporated  by  reference  in Item 3 of Part II of the registration
statement,  and  (ii)  other documents required to be delivered pursuant to Rule
428(b).  The  statement  will  inform  the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address  (giving  title or department) and telephone number to which the request
is  to  be  directed.

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents,  which  have  been filed by the Company with the
Securities  and  Exchange  Commission, are hereby incorporated by reference into
this  Prospectus:

     a.     The Company's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2003;

     b.     The  Company's  Quarterly  Reports  on  Form  10-QSB  for the fiscal
quarters  ended  March  31,  2004,  June  30,  2004  and September 30, 2004; and

     c.     The  Company's  Current  Reports on Forms 8-K subsequent to December
31,  2003,  and  up  to  and  including  the date of filing of this Registration
Statement.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  and 15(d) of the Exchange Act subsequent to the date of this
Registration  Statement and prior to the filing of a post-effective amendment to
this  Registration  Statement which indicates that all securities offered hereby
have  been  sold or which deregisters all securities then remaining unsold shall
be  deemed to be incorporated in this Registration Statement by reference and to
be  a  part  hereof  from  the  date  of  filing  of  such  documents.

     Any  statement contained in this Registration Statement, in a supplement to
this  Registration  Statement or in a document incorporated by reference herein,
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to  this  Registration  Statement  or in any document that is
subsequently  incorporated  by  reference  herein  modifies  or  supersedes such
statement.  Any  statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to  constitute  a  part  of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     The  Company  is currently authorized to issue 190,000,000 shares of common
stock $0.001 per share, of which approximately 114,155,777 shares are issued and
outstanding  as  of  January  6,  2005, and 10,000,000 shares of preferred stock
$0.001  per  share,  none  of  which  are  issued  and  outstanding.

COMMON  STOCK

     Holders  of  shares  of  common  stock  are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally  available  therefore.  Upon our liquidation, dissolution or winding up,
after  payment  to creditors, our assets will be divided pro rata on a per share
basis  among  the  holders  of  our  common  stock.

     Each  share  of  common  stock  entitles  the  holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which mean that the
holders  of more than 50% of the shares voting for the election of directors can
elect  all  of  the  directors  if they choose to do so, and, in such event, the
holders  of  the  remaining shares will not be able to elect any directors.  Our
By-Laws  require  that only a majority of our issued and outstanding shares need
be  represented  to  constitute  a  quorum  and  to  transact  business  at  a
stockholders'  meeting.  Our  common  stock  has  no preemptive, subscription or
conversion  rights  and  is  not  redeemable  by  us.

PREFERRED  STOCK

     We  are authorized to issue 10,000,000 shares of preferred stock, par value
$.001  per  share,  having  such  designations,  rights, preferences, powers and
limitations  as  may  be  determined  by  the  board of directors at the time of
designation.  No  preferred  stock  has  yet  been  designated  or  issued.

TRANSFER  AGENT

     The  Company's transfer agent and registrar for our common stock is Florida
Atlantic  Stock  Transfer,  7130  Nob  Hill  Road,  Tamarac,  FL  33321.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     None.

ITEM  6.  Indemnification  of  Directors  and  Officers.

     The  Nevada Statutes (the "Corporation Act") permits the indemnification of
directors,  employees, officers and agents of Nevada corporations. The Company's
Articles  of  Incorporation (the "Articles") and Bylaws provide that the Company
shall  indemnify  its  directors and officers to the fullest extent permitted by
the  Corporation  Act.

     The provisions of the Corporation Act that authorize indemnification do not
eliminate  the  duty  of  care  of  a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain  available  under Nevada law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had  reasonable  cause  to  believe  his conduct was lawful or had no reasonable
cause  to  believe  his  conduct was unlawful, (b) deriving an improper personal
benefit  from  a  transaction,  (c)  voting  for  or  assenting  to  an unlawful
distribution  and  (d)  willful  misconduct  or conscious disregard for the best
interests  of  the  Company in a proceeding by or in the right of a shareholder.
The  statute  does not affect a director's responsibilities under any other law,
such  as  the  Federal  securities  laws.

     The  effect  of  the  foregoing  is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in  their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation  and,  with  respect  to  any  criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful.

     To  the  extent protection from liability for liabilities arising under the
securities  act  may  be  permitted  to  our directors, officers and controlling
persons  of  our  company under the provisions described above, or otherwise, we
have  been  advised that in the opinion of the SEC, this type of protection from
liability  is  against  public policy as expressed in the securities act and is,
therefore,  unenforceable.

ITEM  7.  Exemption  From  Registration  Claimed.

          Not  applicable.

ITEM  8.  Exhibits.

Exhibit  Number    Description
---------------    -----------

4.1                Fiscal  2005  Equity  Compensation  Plan

5                  Opinion  of  Counsel,  The  Business  Law  Group.

23.1               Consent  of  Larry  Wolfe,  C.P.A.,  Independent  Auditors.

23.2               Consent  of  The  Business Law Group (Included in Exhibit 5).

ITEM  9.  Undertakings

     1.    The  Registrant  hereby  undertakes:

          (a)  To  file,  during  any  period in which offers or sales are being
          made,  a  post-effective  amendment  to  this  registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities  Act  of  1933;

               (ii)  to  reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               formation  set  forth  in  the  registration  statement

               (iii)  to  include  any  material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          (b)  That,  for  the  purpose  of  determining any liability under the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bonafide  offering  thereof.

          (c) To remove from registration by means of a post-effective amendment
          any  of  the  securities  being  registered which remain unsold at the
          termination  of  the  offering.

     2.     The  Registrant  hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to  the securities offered herein, and the offering of such securities
at  that  time  shall be deemed to be in the initial bona fide offering thereof.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and authorized this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City  of  Miami  Beach,  Florida,  on  the  7th  day  of  January,  2005.

               INVICTA  GROUP  INC.

      By:----------------------------

         William  G.  Forhan,
         President, CEO and  Director

     Each  person  whose signature appears below hereby constitutes and appoints
William  Forhan  his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any  and  all  capacities,  to  sign any and all amendments to this Registration
Statement,  and  to  file the same, with exhibits thereto and other documents in
connection  therewith,  with  the  Securities  and  Exchange  Commission, hereby
ratifying  all  that  said  attorney-in-fact  and  agent  or  his  substitute or
substitutes,  or  any  of  them,  may  lawfully do or cause to be done by virtue
hereof.

     In  accordance  with  the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

SIGNATURE                                TITLE                   DATE

/s/  Richard  David  Scott           COO  and  Director         1/10/05
     ---------------------
     Richard  David  Scott

/s/  Mercedes  Henze                    Director                1/10/05
     ---------------
     Mercedes  Henze
REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               INVICTA GROUP INC.
                               ------------------
               (Exact name of Issuer as specified in its charter)

EXHIBIT  INDEX

Exhibit  Number    Description
---------------    -----------

4.1                Fiscal  2005  Equity  Compensation  Plan

5                  Opinion  of  Counsel,  The  Business  Law  Group.

23.1               Consent  of  Larry  Wolfe,  C.P.A.,  Independent  Auditors.

23.2               Consent  of  The  Business Law Group (Included in Exhibit 5).
Exhibit 4.1

                               INVICTA GROUP INC.

                      FISCAL 2005 EQUITY COMPENSATION PLAN.

     INVICTA  GROUP  INC., a Nevada corporation (the "Company"), this 7th day of
January,  2005, hereby adopts Fiscal 2005 Equity Compensation Plan (the "Plan").
Under  the  Plan,  the Company may issue shares of the Company's common stock or
grant  options  to  acquire  the  Company's  common stock, par value $0.001 (the
"Stock"),  from  time  to  time to consultants or advisors of the Company or its
subsidiaries, all on the terms and conditions set forth herein.  In addition, at
the  discretion  of  the  Board  of  Directors,  Shares may from time to time be
granted under this Plan to other individuals, including consultants or advisors,
who  contribute to the success of the Company or its subsidiaries, provided that
bona  fide  services  shall  be  rendered  by consultants and advisors, and such
services  must  not  be  in connection with the offer or sale of securities in a
capital-raising  transaction.

1.     Purpose  of  the  Plan.
       ----------------------

     The  Plan is intended to aid the Company in rewarding those individuals who
have  contributed  to the success of the Company.  The Company has designed this
Plan  to permit the Company to reward those individuals who are not employees of
the  Company  but who management perceives to have contributed to the success of
the Company or who are important to the continued business and operations of the
Company.  The  above  goals  will  be  achieved  through the granting of Shares.

2.     Administration  of  this  Plan.
       ------------------------------

     Administration  of  this Plan shall be determined by the Company's Board of
Directors  (the  "Board").  Subject  to compliance with applicable provisions of
the  governing  law,  the  Board  may  delegate  administration  of this Plan or
specific  administrative  duties  with respect to this Plan on such terms and to
such  committees  of  the Board as it deems proper (hereinafter the Board or its
authorized  committee  shall  be  referred  to  as  "Plan Administrators").  The
interpretation  and  construction  of  the  terms  of  this  Plan  by  the  Plan
Administrators  thereof  shall  be final and binding on all participants in this
Plan  absent  a  showing  of  demonstrable  error.  No  member  of  the  Plan
Administrators  shall  be  liable  for any action taken or determination made in
good  faith with respect to this Plan. Any shares approved by a majority vote of
those  Plan  Administrators  attending a duly and properly held meeting shall be
valid.  Any  shares  approved  by  the  Plan Administrators shall be approved as
specified  by  the  Board  at  the  time  of  delegation.

3.     Shares  of  Stock  Subject  to  this  Plan.
       ------------------------------------------

     The  total  number  of shares issues pursuant to this Plan shall not exceed
20,000,000  shares.  If  any  right  to acquire Stock granted under this Plan is
exercised  by the delivery of shares of Stock or the relinquishment of rights to
shares  of  Stock,  only  the  net shares of Stock issued (meaning the shares of
stock  issued  less  the  shares  of  Stock  surrendered)  shall
count  against  the total number of shares reserved for issuance under the terms
of  this  Plan.

4.     Reservation  of  Stock  on  Granting  of  Rights.
       ------------------------------------------------

     At  the time any right is granted under the terms of this Plan, the Company
will  reserve  for  issuance the number of shares of Stock subject to such right
until  that  right  is  exercised  or  expires.  The  Company may reserve either
authorized  but  unissued  shares  or  issued  shares reacquired by the Company.

5.      Eligibility.
        -----------

     The  Plan  Administrators  may  grant  shares  to  individuals  who are not
employees  of  the  Company  or  its  subsidiaries,  including  consultants  and
advisors,  provided that such consultants and advisors render bona fide services
to  the  Company  or  its  subsidiaries  and  such  services are not rendered in
connection  with  the  offer  or  sale  of  securities  in  a  capital-raising
transaction.  In any case, the Plan Administrators shall determine, based on the
foregoing  limitations  and  the Company's best interests, which consultants and
advisors  are  eligible  to  participate  in  this  Plan. Shares shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined  by  the  Plan Administrators, all as may be within the provisions of
this  Plan.

6.     Terms  of  Grants  and  Certain  Limitations  on  Right  to  Exercise.
       ---------------------------------------------------------------------

a.   Each  right  to  shares  may  have  its  terms  established  by  the  Plan
     Administrators  at  the  time  the  right  is  granted.

b.   The terms of the right, once it is granted, may be reduced only as provided
     for  in  this  Plan  and under the express written provisions of the grant.

c.   Unless  otherwise  specifically  provided  by the written provisions of the
     grant  or  required  by  applicable  disclosure or other legal requirements
     promulgated  by  the  Securities  and  Exchange  Commission  ("SEC"),  no
     participant  of  this  Plan or his or her legal representative, legatee, or
     distributee  will  be,  or  shall  be  deemed to be, a holder of any shares
     subject to any right unless and until such participant exercises his or her
     right  to  acquire  all  or a portion of the Stock subject to the right and
     delivers  any  required consideration to the Company in accordance with the
     terms  of  this  Plan  and  then  only  as to the number of shares of Stock
     acquired.  Except  as  specifically  provided  in this Plan or as otherwise
     specifically provided by the written provisions of any grant, no adjustment
     to the exercise price or the number of shares of Stock subject to the grant
     shall  be  made  for dividends or other rights for which the record date is
     prior  to  the  date on which the Stock subject to the grant is acquired by
     the  holder.

d.   Rights  shall vest and become exercisable at such time or times and on such
     terms  as the Plan Administrators may determine at the time of the grant of
     the  right.

e.   Grants  may  contain  such  other  provisions,  including  further  lawful
     restrictions  on  the  vesting  and  exercise  of  the  grant  as  the Plan
     Administrators  may  deem  advisable.

f.     In  no  event  may a grant be exercised after the expiration of its term.

g.   Grants  shall  be  non-transferable,  except  by  the  laws  of descent and
     distribution.

7.     Exercise  Price.
       ---------------

     The  Plan  Administrators shall establish the exercise price payable to the
Company  for  shares  to  be  obtained  pursuant  to  any purchase options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8.     Payment  of  Exercise  Price.
       ----------------------------

     The exercise of any option shall be contingent on receipt by the Company of
the  exercise  price paid in either cash, certified or personal check payable to
the  Company.

9.     Dilution  or  Other  Adjustment.
       -------------------------------

     The  shares  of Common Stock subject to this Plan and the exercise price of
outstanding  options  are  subject to proportionate adjustment in the event of a
stock  dividend  on  the  Common  Stock  or a change in the number of issued and
outstanding  shares of Common Stock as a result of a stock split, consolidation,
or  other  re-capitalization.  The Company, at its option, may adjust the grants
and  rights  made  hereunder,  issue  replacements,  or  declare  grants  void.

10.     Options  to  Foreign  Nationals.
        -------------------------------

     The  Plan  Administrators may, in order to fulfill the purpose of this Plan
and  without  amending  this  Plan,  grant  Options  to  foreign  nationals  or
individuals residing in foreign countries that contain provisions, restrictions,
and limitations different from those set forth in this Plan and the Options made
to United States residents in order to recognize differences among the countries
in  law, tax policy, and custom. Such grants shall be made in an attempt to give
such  individuals  essentially  the  same benefits as contemplated by a grant to
United  States  residents  under  the  terms  of  this  Plan.

11.      Listing  and  Registration  of  Shares.
         --------------------------------------

     Each grant shall be subject to the requirement that if at any time the Plan
Administrators  shall  determine, in their sole discretion, that it is necessary
or  desirable  to  list,  register, or qualify the shares covered thereby on any
securities  exchange or under any state or federal law, or obtain the consent or
approval  of any governmental agency or regulatory body as a condition of, or in
connection  with,  the  granting  of  such rights or the issuance or purchase of
shares  thereunder,  such  right may not be exercised in whole or in part unless
and  until  such  listing,  registration,  consent,  or approval shall have been
effected  or  obtained  free  of  any  conditions  not  acceptable  to  the Plan
Administrators.

12.     Expiration  and  Termination  of  this  Plan.
        --------------------------------------------

     This  Plan  may  be  abandoned  or  terminated  at  any  time  by  the Plan
Administrators
except  with  respect to any rights then outstanding under this Plan.  This Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in this Plan or the date on which the 20,000,000th share is
issued  hereunder.

13.     Amendment  of  this  Plan.
        -------------------------

     This  Plan  may  not be amended more than once during any six month period,
other than to comport with changes in the Code or the Employee Retirement Income
Security  Act  or  the  rules  and  regulations promulgated thereunder. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that  to  the  extent such amendment or modification would cause this Plan to no
longer  comply  with  the  applicable provisions of the Code governing incentive
stock  options  as  they  may  be  amended  from time to time, such amendment or
modification  shall  also  be  approved  by  the  shareholders  of  the Company.

   ATTEST:

/s/ William  G.  Forhan
    _______________________________
    William  G.  Forhan,  President,
    Co-Chairman  and  CEO
Exhibit 5
                      OPINION AND CONSENT OF LEGAL COUNSEL

                             The Business Law Group
                                Attorneys at Law
                         255 S. Orange Ave., Suite 1201
                                Orlando, FL 32801

                                 January 7, 2005

The  Board  of  Directors
Invicta  Group  Inc.

Gentlemen:

     We  have  acted  as  special  securities counsel to Invicta Group Inc. (the
"Company"),  in  connection  with  the  preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the  Securities  Act of 1933, as amended, of the 10,000,000 underlying shares of
the  Company's  common stock, $0.001 par value per share (the "Shares") issuable
pursuant  to  the  Company's  Fiscal 2005 Equity Compensation Plan (the "Plan"),
attached  as  exhibit  to  the  Registration Statement for which this opinion is
provided.  As  such,  we have examined the Registration Statement and such other
documents  of  the  Company  as  we  deemed appropriate under the circumstances.

     Based  upon  the  foregoing, and assuming that the Shares will be issued as
set  forth  in  the  Plan, at a time when effective, and that there will be full
compliance with all applicable securities laws involved under the Securities Act
of  1933,  as  amended, the Securities Exchange Act of 1934, as amended, and the
rules  and regulations promulgated pursuant to said Acts, and in those states in
which  the  Shares may be sold, we are of the opinion that, upon issuance of the
Shares  according to the Registration Statement and receipt of the consideration
to  be  paid  for  the Shares, the Shares will be validly issued, fully paid and
non-assessable  shares  of  Common  Stock  of the Company. This opinion does not
cover  any matters related to any re-offer or re-sale of the Shares by the firm,
once  issued  pursuant  to  the  Agreement  as  described  in  the  Registration
Statement.

     This opinion is not to be used, circulated, quoted or otherwise referred to
for  any  other purpose without our prior written consent. This opinion is based
on  our  knowledge of the law and facts as of the date hereof. We assume no duty
to  communicate  with  the  Company in respect to any matter, which comes to our
attention  hereafter.

Very  truly  yours,

/s/  THE  BUSINESS  LAW  GROUP

Consent:

     We  consent  to the use of our opinion dated January 7, 2005, as an exhibit
to the Registration Statement of Invicta Group Inc., and to the reference to our
firm  in  the  Registration  Statement.

/s/  THE  BUSINESS  LAW  GROUP
Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS'

                                January 7, 2005

The  Board  of  Directors
Invicta  Group  Inc.

     We  hereby  consent  to  the incorporation by reference in the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission of
our  report  dated  April  14, 2004, with respect to the financial statements of
Invicta  Group,  Inc.  for  the  year  ended  December  31,  2003.

Larry  Wolfe,  C.P.A.

/s/  Larry  Wolfe
     ------------
     Larry  Wolfe,  C.P.A.
     Miami,  Florida