As filed with the Securities and Exchange Commission on November 30, 2001
                          Registration No. 33-27652-NY

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                               INVICTA CORPORATION
             (Exact name of registrant as specified in its charter)
                              --------------------

       Delaware                                                22-2946374
(State or other jurisdic-                           (IRS Employer Identification
 tion of incorporation or                                        Number)
    organization)

                               1121 Holland Drive
                              Boca Raton, FL 33487
               (Address of principal executive offices) (zip code)
                              --------------------
                   STOCK OPTION PLAN FOR EMPLOYEES, DIRECTORS,
                            CONSULTANTS AND ADVISERS
                           (Full titles of the plans)
                              --------------------
                              Louis W. Gleckel, MD
                              Chairman of the Board
                               Invicta Corporation
                               1121 Holland Drive
                              Boca Raton, FL 33487
                                 (561) 995-9980
 (Name, address and telephone number, including area code, of agent for service)
                              --------------------

<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE

===================================== ============== ============== ================= ===============
<S>                                   <C>            <C>            <C>               <C>
Title of Securities to be Registered  Amount being   Proposed       Proposed          Amount of
                                       Registered    Maximum        Maximum           Registration
                                           (1)       Offering       Aggregate         Fee
                                                     Price Per      Offering Price
                                                     Share (2)
------------------------------------- -------------- -------------- ----------------- ---------------
Common Stock, $.001 par value            750,000       $1.00         $750,000.00         $179.25


(1)  This  Registration  Statement  shall also cover any shares of Common  Stock
     which will  become  issuable  under the Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of Invicta Corporation

(2)  Calculated  solely for purposes of this  offering  under Rule 457(c) of the
     Securities Act of 1933, as amended, on the basis of the average asked price
     of the Registrant on November 29, 2001.

</TABLE>



<PAGE>



                                     PART II

               Information Required in the Registration Statement




Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

     Invicta  Corporation,  a Delaware  corporation (the  "Registrant"),  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents, (a) though (e) of which were previously filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  The  Registrant's  Quarterly  Report  on Form  10-QSB  filed  with the
          Commission on November 15, 2001,  and amended on Form  10-QSB/A  filed
          with the Commission on November 15, 2001;

     (b)  The  Registrant's  Quarterly  Report on Form  10-QSB,  for the Quarter
          ended June 30, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
          March 31, 2001;

     (d)  The  Registrant's  Annual  Report on Form  10-KSB  for the Year  ended
          December 31, 2000;

     (e)  Any similar report filed subsequently with the Commission  pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.

     (f)  The Shares of Common  Stock to be  offered  pursuant  to the  "Invicta
          Corporation  January,  2000 Stock Incentive Plan" have been registered
          pursuant to Section 12 of the Exchange Act (Boston Stock Exchange).


Item 4.  Description of Securities
         -------------------------

     Not applicable.


Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

     Certain  legal  matters with respect to the legality of the issuance of the
Common Stock offered hereby will be passed upon for the Registrant by William J.
Reilly, Esq.


Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

     Not applicable.


Item 7. Exemption from Registration Claimed.
        ------------------------------------

     Not applicable


Item 8. Exhibits
        --------

Exhibit Number     Exhibit
--------------     -------

5                  Opinion and consent of  William J. Reilly, Esq.
24.1               Consent of Independent Auditors
24.2               Consent of  William J. Reilly, Esq is contained in Exhibit 5.
25                 Power of Attorney, Reference is made to page II-5 of this
                   Registration Statement

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

                                      II-2
<PAGE>

Item 9.  Undertakings
         -------------

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being make, 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,  as  amended,  (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
information set forth in the  Registration  Statement,  and (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;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of  determining  any liability  under the Securities Act of 1933, as
amended,  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 bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the expiration, of the period to exercise the warrants.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is  incorporated  by reference into the  Registration
Statement  shall be  deemed to be 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 bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors,  officers or controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit of
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with securities being registered,  the Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933, as amended,  and will be governed by the final adjudication of such
issue.

                                      II-3
<PAGE>


                                   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  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the State of Florida, on November 30, 2001.

INVICTA CORPORATION



By:________________________
Louis W. Gleckel, MD
Chairman

That the undersigned officers and directors of Invicta  Corporation,  a Delaware
corporation,  do hereby constitute and appoint Louis W. Gleckel,  MD, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and  things  and all  acts  and  things  and to  execute  any  and all  required
instruments  which  said  attorney  and agent  determines  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection with this  Registration  Statements.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to any and all amendments and supplements to this Registration  Statement and to
any  amendments  or  supplements  thereof,  and each of the  undersigned  hereby
ratifies and confirms all that said attorney and agent,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.



     Signature                      Title                         Date
--------------------------------------------------------------------------------


/s/ LOUIS W. GLECKEL            Chairman of the Board      November 30, 2001
--------------------------



/S/KENNETH BROWN               Secretary, Director         November 30, 2001
--------------------------



/S/ WILLIAM J. REILLY          Treasurer and Director      November 30, 2001
--------------------------



Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City  of Boca  Raton,  FL on
November 30, 2001.

INVICTA CORPORATION JANUARY, 2000 STOCK INCENTIVE PLAN"


By:   /S/ WILLIAM J. REILLY
         Secretary/Trustee



                                      II-4
<PAGE>





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


                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933



                               INVICTA CORPORATION


<PAGE>



                                  EXHIBIT INDEX
                                  -------------


Exhibit Number     Exhibit
--------------     -------

    5              Opinion and consent of, William J. Reilly, Esq.
    24.1           Consent of Independent Auditors
    24.2           Consent of, William J. Reilly, Esq is contained in Exhibit 5.
    25             Power of Attorney, Reference is made to page II-5 of this
                   Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "invictas8_dec2001.txt", "secsgml_size_bytes": 13384}]
{"company-data": {"conformed-name": "INVICTA CORP", "cik": "0000847467", "assigned-sic": "4899", "irs-number": "222946374", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74540", "film-number": "1806396"}, "business-address": {"street1": "1 BANNISTERS WHARF", "city": "NEWPORT", "state": "RI", "zip": "02840", "phone": "7806831570"}, "mail-address": {"street1": "6 PROSPECT STREET,", "street2": "SUITE 3C", "city": "MIDLAND PARK", "state": "NJ", "zip": "07432"}, "former-company": [{"former-conformed-name": "AVIATO INTERNATIONAL INC", "date-changed": "19930602"}, {"former-conformed-name": "BUSINESS NET INTERNATIONAL INC", "date-changed": "19970331"}, {"former-conformed-name": "NAVIGATO INTERNATIONAL INC", "date-changed": "19940303"}]}
As filed with the Securities and Exchange Commission on November 30, 2001
                          Registration No. 33-27652-NY

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                               INVICTA CORPORATION
             (Exact name of registrant as specified in its charter)
                              --------------------

       Delaware                                                22-2946374
(State or other jurisdic-                           (IRS Employer Identification
 tion of incorporation or                                        Number)
    organization)

                               1121 Holland Drive
                              Boca Raton, FL 33487
               (Address of principal executive offices) (zip code)
                              --------------------
                   STOCK OPTION PLAN FOR EMPLOYEES, DIRECTORS,
                            CONSULTANTS AND ADVISERS
                           (Full titles of the plans)
                              --------------------
                              Louis W. Gleckel, MD
                              Chairman of the Board
                               Invicta Corporation
                               1121 Holland Drive
                              Boca Raton, FL 33487
                                 (561) 995-9980
 (Name, address and telephone number, including area code, of agent for service)
                              --------------------
CALCULATION OF REGISTRATION FEE

===================================== ============== ============== ================= ===============
Title of Securities to be Registered  Amount being   Proposed       Proposed          Amount of
                                       Registered    Maximum        Maximum           Registration
                                           (1)       Offering       Aggregate         Fee
                                                     Price Per      Offering Price
                                                     Share (2)
------------------------------------- -------------- -------------- ----------------- ---------------
Common Stock, $.001 par value            750,000       $1.00         $750,000.00         $179.25

(1)  This  Registration  Statement  shall also cover any shares of Common  Stock
     which will  become  issuable  under the Option  Plan by reason of any stock
     dividend,  stock split,  recapitalization  or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of outstanding shares of Common Stock of Invicta Corporation

(2)  Calculated  solely for purposes of this  offering  under Rule 457(c) of the
     Securities Act of 1933, as amended, on the basis of the average asked price
     of the Registrant on November 29, 2001.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

     Invicta  Corporation,  a Delaware  corporation (the  "Registrant"),  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents, (a) though (e) of which were previously filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  The  Registrant's  Quarterly  Report  on Form  10-QSB  filed  with the
          Commission on November 15, 2001,  and amended on Form  10-QSB/A  filed
          with the Commission on November 15, 2001;

     (b)  The  Registrant's  Quarterly  Report on Form  10-QSB,  for the Quarter
          ended June 30, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
          March 31, 2001;

     (d)  The  Registrant's  Annual  Report on Form  10-KSB  for the Year  ended
          December 31, 2000;

     (e)  Any similar report filed subsequently with the Commission  pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.

     (f)  The Shares of Common  Stock to be  offered  pursuant  to the  "Invicta
          Corporation  January,  2000 Stock Incentive Plan" have been registered
          pursuant to Section 12 of the Exchange Act (Boston Stock Exchange).

Item 4.  Description of Securities
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

     Certain  legal  matters with respect to the legality of the issuance of the
Common Stock offered hereby will be passed upon for the Registrant by William J.
Reilly, Esq.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

     Not applicable.

Item 7. Exemption from Registration Claimed.
        ------------------------------------

     Not applicable

Item 8. Exhibits
        --------

Exhibit Number     Exhibit
--------------     -------

5                  Opinion and consent of  William J. Reilly, Esq.
24.1               Consent of Independent Auditors
24.2               Consent of  William J. Reilly, Esq is contained in Exhibit 5.
25                 Power of Attorney, Reference is made to page II-5 of this
                   Registration Statement

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

                                      II-2
Item 9.  Undertakings
         -------------

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being make, 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,  as  amended,  (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
information set forth in the  Registration  Statement,  and (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;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of  determining  any liability  under the Securities Act of 1933, as
amended,  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 bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the expiration, of the period to exercise the warrants.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is  incorporated  by reference into the  Registration
Statement  shall be  deemed to be 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 bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors,  officers or controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended,  and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit of
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with securities being registered,  the Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933, as amended,  and will be governed by the final adjudication of such
issue.

                                      II-3
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  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the State of Florida, on November 30, 2001.

INVICTA CORPORATION

By:________________________
Louis W. Gleckel, MD
Chairman

That the undersigned officers and directors of Invicta  Corporation,  a Delaware
corporation,  do hereby constitute and appoint Louis W. Gleckel,  MD, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and  things  and all  acts  and  things  and to  execute  any  and all  required
instruments  which  said  attorney  and agent  determines  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection with this  Registration  Statements.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to any and all amendments and supplements to this Registration  Statement and to
any  amendments  or  supplements  thereof,  and each of the  undersigned  hereby
ratifies and confirms all that said attorney and agent,  shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

     Signature                      Title                         Date
--------------------------------------------------------------------------------

/s/ LOUIS W. GLECKEL            Chairman of the Board      November 30, 2001
--------------------------

/S/KENNETH BROWN               Secretary, Director         November 30, 2001
--------------------------

/S/ WILLIAM J. REILLY          Treasurer and Director      November 30, 2001
--------------------------

Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City  of Boca  Raton,  FL on
November 30, 2001.

INVICTA CORPORATION JANUARY, 2000 STOCK INCENTIVE PLAN"

By:   /S/ WILLIAM J. REILLY
         Secretary/Trustee

                                      II-4
U.S. SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                    EXHIBITS
                                       TO
                                    FORM S-8
                                      UNDER
                             SECURITIES ACT OF 1933

                               INVICTA CORPORATION
EXHIBIT INDEX
                                  -------------

Exhibit Number     Exhibit
--------------     -------

    5              Opinion and consent of, William J. Reilly, Esq.
    24.1           Consent of Independent Auditors
    24.2           Consent of, William J. Reilly, Esq is contained in Exhibit 5.
    25             Power of Attorney, Reference is made to page II-5 of this
                   Registration Statement