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)


                              AMENDED AND RESTATED
                      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                         MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                 AMOUNT       OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE (2)      PRICE (2)
----------      ----------------   ---------      ---------     ------------

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

     (1)  Represents  5,000,000  underlying  shares  of  the Registrant's common
          stock,  issuable  under  the  Registrant's Amended and Restated Fiscal
          2004  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 Amended and Restated
Fiscal  2004  Equity  Compensation  Plan  (the  "Plan")  adopted by the Board of
Directors  on  June  7,  2004,  as amended and restated on October 22, 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 Reports on Form 10-QSB for the fiscal quarters
          ended  March  31,  2004  and  June  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 63,722,279 shares are issued and
outstanding  as  of  October  22, 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                      Amended and Restated Fiscal 2004 Equity Consultant
                         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  22th  day  of  October,  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           10/26/04
--------------------------
Richard  David  Scott



/s/  John  Latimer                  Director                     10/26/04
------------------
John  Latimer



/s/  Mercedes  Henze                Director                     10/26/04
--------------------
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                      Amended and Restated Fiscal 2004 Equity Consultant
                         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>
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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)

                              AMENDED AND RESTATED
                      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                         MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                 AMOUNT       OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE (2)      PRICE (2)
----------      ----------------   ---------      ---------     ------------

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

     (1)  Represents  5,000,000  underlying  shares  of  the Registrant's common
          stock,  issuable  under  the  Registrant's Amended and Restated Fiscal
          2004  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 Amended and Restated
Fiscal  2004  Equity  Compensation  Plan  (the  "Plan")  adopted by the Board of
Directors  on  June  7,  2004,  as amended and restated on October 22, 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 Reports on Form 10-QSB for the fiscal quarters
          ended  March  31,  2004  and  June  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 63,722,279 shares are issued and
outstanding  as  of  October  22, 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                      Amended and Restated Fiscal 2004 Equity Consultant
                         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  22th  day  of  October,  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           10/26/04
--------------------------
Richard  David  Scott

/s/  John  Latimer                  Director                     10/26/04
------------------
John  Latimer

/s/  Mercedes  Henze                Director                     10/26/04
--------------------
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                      Amended and Restated Fiscal 2004 Equity Consultant
                         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).