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 2004 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


<TABLE>
<CAPTION>

TITLE OF                             PROPOSED       PROPOSED
SECURITIES           AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                TO BE           OFFERING       AGGREGATE     REGISTRATION
REGISTERED         REGISTERED        PRICE PER      OFFERING      FEE
                                     SHARE (2)      PRICE (2)
----------        -----------        ---------      ---------     ------------
<S>               <C>                <C>            <C>           <C>

Common Stock      5,000,000(1)          $0.1        $ 500,000        $63.35
par value
$.001 per
share
----------        ----------------   ---------      ---------     ------------

</TABLE>

(1)  Represents  5,000,000  underlying  shares of the Registrant's common stock,
     issuable  under  the  Registrant's  Fiscal  2003  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 2004 Equity
Compensation  Plan  (the  "Plan")  adopted  by the Board of Directors on June 7,
2004.  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 Report on Form 10-QSB for the fiscal quarters ended
     March  31,  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 53,717,279 shares are issued and
outstanding  as of June 8, 2004, 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  2004  Equity  Consultant  Compensation  Plan

5                    Opinion  of  Counsel,  The  Business  Law  Group.

23.1                 Consent of Larry Wolfe, CPA, 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  8th  day  of  June  8,  2004.

                                      INVICTA  GROUP  INC.


                                  By: /s/  William  G.  Forhan
                                      ------------------------
                                      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                 6/8/04
-----------------------                                           ------
Richard David Scott



/s/ John Latimer                 Director                         6/8/04
----------------                                                  ------
John Latimer



/s/ Mercedes Henze               Director                         6/8/04
------------------                                                ------
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  2004  Equity  Consultant  Compensation  Plan

5                        Opinion  of  Counsel,  The  Business  Law  Group.

23.1                     Consent of Larry Wolfe, CPA, Independent Auditors.

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


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16129}]
{"company-data": {"conformed-name": "INVICTA GROUP INC", "cik": "0001212570", "assigned-sic": "4700"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116288", "film-number": "04854011"}, "business-address": {"street1": "9553 HARDING AVE", "street2": "SUITE 301", "city": "MIAMI BEACH", "state": "FL", "zip": "33154", "phone": "3058666525"}, "mail-address": {"street1": "9553 HARDING AVE", "street2": "SUITE 301", "city": "MIAMI BEACH", "state": "FL", "zip": "33154"}}
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 2004 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
TITLE OF                             PROPOSED       PROPOSED
SECURITIES           AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                TO BE           OFFERING       AGGREGATE     REGISTRATION
REGISTERED         REGISTERED        PRICE PER      OFFERING      FEE
                                     SHARE (2)      PRICE (2)
----------        -----------        ---------      ---------     ------------
Common Stock      5,000,000(1)          $0.1        $ 500,000        $63.35
par value
$.001 per
share
----------        ----------------   ---------      ---------     ------------
(1)  Represents  5,000,000  underlying  shares of the Registrant's common stock,
     issuable  under  the  Registrant's  Fiscal  2003  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 2004 Equity
Compensation  Plan  (the  "Plan")  adopted  by the Board of Directors on June 7,
2004.  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 Report on Form 10-QSB for the fiscal quarters ended
     March  31,  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 53,717,279 shares are issued and
outstanding  as of June 8, 2004, 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  2004  Equity  Consultant  Compensation  Plan

5                    Opinion  of  Counsel,  The  Business  Law  Group.

23.1                 Consent of Larry Wolfe, CPA, 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  8th  day  of  June  8,  2004.

                                      INVICTA  GROUP  INC.

                                  By: /s/  William  G.  Forhan
                                      ------------------------
                                      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                 6/8/04
-----------------------                                           ------
Richard David Scott

/s/ John Latimer                 Director                         6/8/04
----------------                                                  ------
John Latimer

/s/ Mercedes Henze               Director                         6/8/04
------------------                                                ------
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  2004  Equity  Consultant  Compensation  Plan

5                        Opinion  of  Counsel,  The  Business  Law  Group.

23.1                     Consent of Larry Wolfe, CPA, Independent Auditors.

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