content: 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                        __________                 91-2051923
  (State of Incorporation)    (Commission File No.)    (IRS Employer ID Number)
  
           2400 E. Commercial Blvd, #618,  Ft. Lauderdale, Florida 33308
                     (Address of principal executive offices)
  
             FISCAL 2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                           (Full title of the Agreement)
  
                         William Forhan, President and CEO
                                INVICTA GROUP INC.
           2400 E. Commercial Blvd. #618,  Ft. Lauderdale, Florida 33308
  
                                     Copy to:
                                   William Scott
                             The Scott Law Firm, P.A.
                        940 NorthEast 79th Street, Suite A
                               Miami, Florida 33138
                      (Name and address of agent for service)
  
                    Company's telephone number: (954) 771 0650
                     ________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  
  
   Title of           Amount         Proposed     Proposed     Amount of
  Securities          to be          Maximum      Maximum     Registration
    to be           Registered       Offering     Aggregate       Fee
  Registered                         Price Per    Offering
                                     Share(2)     Price(2)
  --------------------------------------------------------------------------
  Common Stock      1,000,000(1)     $0.07        $70,000       $7.49
  par value
  $.0001 per share
  
  (1)    Represents 1,000,000 shares of the Registrant's common stock, to be
  issued under the Registrant's Fiscal 2005 Amended and Restated 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).
  
  <page>
                      INFORMATION REQUIRED IN THE PROSPECTUS
  
  Item 1. Plan Information
  
  Invicta Group Inc. (the "Company") is offering shares of its common stock to
  various individuals for consulting services performed on its behalf. This
  issuance of shares is being made pursuant to the Company's Fiscal 2005
  Amended and Restated Equity Compensation Plan (the "Plan") adopted by the
  Board of Directors on October 6, 2005, which is an "employee benefit plan" as
  defined in Rule 405 of Regulation C of the Securities Act of 1933. 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.
  at 2400 E. Commercial Blvd. #618, Ft. Lauderdale, Florida 33308, telephone:
  (954) 771-0650 .
  
  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, 2005;
  
  b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
  ended March 31, 2006, June 30, 2006, and September 30, 2006; and
  
  c. The Company's Current Reports on Forms 8-K subsequent to December 31,
  2005, 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.
  
                                         2
  <page>
  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 5,000,000,000 shares of common
  stock $0.0001 per share, of which approximately 9,750,000 shares are issued
  and outstanding as of December 29, 2006, and 50,000,000 shares of preferred
  stock $0.0001 per share, 655,000 of which are issued and outstanding as of
  December 29, 2006.
  
  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 50,000,000 shares of preferred stock, par value
  $.0001 per share, having such designations, rights, preferences, powers and
  limitations as may be determined by the board of directors at the time of
  designation. There are 655,000 preferred shares issued and outstanding as of
  December 29, 2006.
  
  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.
  
  The Scott Law Firm, P.A., counsel to the Registrant for the purpose of this
  Registration Statement, owns as of the date hereof no common shares of the
  Registrant.
  
  ITEM 6. Indemnification of Directors and Officers.
  
                                         3
  <page>
  The Nevada Statutes (the "Corporation Act") permits the indemnification of
  directors, employees, officers and agents of Nevada corporations. The
  Company's Articles of Incorporation (the "Articles") and Bylaws provide that
  the Company shall indemnify its directors and officers to the fullest extent
  permitted by the Corporation Act.
  
  The provisions of the Corporation Act that authorize indemnification do not
  eliminate the duty of care of a director, and in appropriate circumstances
  equitable remedies such as injunctive or other forms of non-monetary relief
  will remain available under Nevada law. In addition, each director will
  continue to be subject to liability for (a) violations of criminal laws,
  unless the director had reasonable cause to believe his conduct was lawful or
  had no reasonable cause to believe his conduct was unlawful, (b) deriving an
  improper personal benefit from a transaction, (c) voting for or assenting to
  an unlawful distribution and (d) willful misconduct or conscious disregard
  for the best interests of the Company in a proceeding by or in the right of a
  shareholder. The statute does not affect a director's responsibilities under
  any other law, such as the Federal securities laws.
  
  The effect of the foregoing is to require the Company to indemnify the
  officers and directors of the Company for any claim arising against such
  persons in their official capacities if such person acted in good faith and
  in a manner that he reasonably believed to be in or not opposed to the best
  interests of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
  To the extent protection from liability for liabilities arising under the
  securities act may be permitted to our directors, officers and controlling
  persons of our company under the provisions described above, or otherwise, we
  have been advised that in the opinion of the SEC, this type of protection
  from liability is against public policy as expressed in the securities act
  and is, therefore, unenforceable.
  
  ITEM 7. Exemption From Registration Claimed.
  
  Not applicable.
  
  ITEM 8. Exhibits.
  
  Exhibit Number      Description
  
  4.1      Fiscal 2005 Amended and Restated Equity Compensation Plan
  
  5.1      Opinion of Counsel, The Scott Law Firm, P.A.
  
  23.1     Consent of The Scott Law Firm, P.A. (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;
  
                                         4
  <page>
  (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.
  
  3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the indemnification provisions summarized in Item 6,
  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 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 or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the 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 and will be governed by the final adjudication of such issue.
  
                                         5
  <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 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 Ft. Lauderdale, Florida, on the 29th day of
  December, 2006.
  
  
                                        INVICTA GROUP INC.
  
  
  
  Date: 12/29/2006                      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      12/29/2006
  Richard David Scott
  
  
  
  
  
  /s/ Mercedes Henze                    Director              12/29/2006
  Mercedes Henze
  
                                         6
  <page>
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
  
                                INVICTA GROUP INC.
                (Exact name of Issuer as specified in its charter)
  
  
  EXHIBIT INDEX
  
  
  Exhibit Number      Description
  
  4.1      Fiscal 2005 Amended and Restated Equity Compensation Plan
  
  
  5.1      Opinion of Counsel, The Scott Law Firm, P.A.
  
  23.1     Consent of The Scott Law Firm, P.A. (Included in Exhibit 5).
  
                                         7
  <page>
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metadata_filer: {"company-data": {"conformed-name": "INVICTA GROUP INC", "cik": "0001212570", "assigned-sic": "4700", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139747", "film-number": "061306220"}, "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"}}
text: 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                        __________                 91-2051923
  (State of Incorporation)    (Commission File No.)    (IRS Employer ID Number)
  
           2400 E. Commercial Blvd, #618,  Ft. Lauderdale, Florida 33308
                     (Address of principal executive offices)
  
             FISCAL 2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN
                           (Full title of the Agreement)
  
                         William Forhan, President and CEO
                                INVICTA GROUP INC.
           2400 E. Commercial Blvd. #618,  Ft. Lauderdale, Florida 33308
  
                                     Copy to:
                                   William Scott
                             The Scott Law Firm, P.A.
                        940 NorthEast 79th Street, Suite A
                               Miami, Florida 33138
                      (Name and address of agent for service)
  
                    Company's telephone number: (954) 771 0650
                     ________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  
   Title of           Amount         Proposed     Proposed     Amount of
  Securities          to be          Maximum      Maximum     Registration
    to be           Registered       Offering     Aggregate       Fee
  Registered                         Price Per    Offering
                                     Share(2)     Price(2)
  --------------------------------------------------------------------------
  Common Stock      1,000,000(1)     $0.07        $70,000       $7.49
  par value
  $.0001 per share
  
  (1)    Represents 1,000,000 shares of the Registrant's common stock, to be
  issued under the Registrant's Fiscal 2005 Amended and Restated 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).
  INFORMATION REQUIRED IN THE PROSPECTUS
  
  Item 1. Plan Information
  
  Invicta Group Inc. (the "Company") is offering shares of its common stock to
  various individuals for consulting services performed on its behalf. This
  issuance of shares is being made pursuant to the Company's Fiscal 2005
  Amended and Restated Equity Compensation Plan (the "Plan") adopted by the
  Board of Directors on October 6, 2005, which is an "employee benefit plan" as
  defined in Rule 405 of Regulation C of the Securities Act of 1933. 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.
  at 2400 E. Commercial Blvd. #618, Ft. Lauderdale, Florida 33308, telephone:
  (954) 771-0650 .
  
  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, 2005;
  
  b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
  ended March 31, 2006, June 30, 2006, and September 30, 2006; and
  
  c. The Company's Current Reports on Forms 8-K subsequent to December 31,
  2005, 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.
  
                                         2
  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 5,000,000,000 shares of common
  stock $0.0001 per share, of which approximately 9,750,000 shares are issued
  and outstanding as of December 29, 2006, and 50,000,000 shares of preferred
  stock $0.0001 per share, 655,000 of which are issued and outstanding as of
  December 29, 2006.
  
  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 50,000,000 shares of preferred stock, par value
  $.0001 per share, having such designations, rights, preferences, powers and
  limitations as may be determined by the board of directors at the time of
  designation. There are 655,000 preferred shares issued and outstanding as of
  December 29, 2006.
  
  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.
  
  The Scott Law Firm, P.A., counsel to the Registrant for the purpose of this
  Registration Statement, owns as of the date hereof no common shares of the
  Registrant.
  
  ITEM 6. Indemnification of Directors and Officers.
  
                                         3
  The Nevada Statutes (the "Corporation Act") permits the indemnification of
  directors, employees, officers and agents of Nevada corporations. The
  Company's Articles of Incorporation (the "Articles") and Bylaws provide that
  the Company shall indemnify its directors and officers to the fullest extent
  permitted by the Corporation Act.
  
  The provisions of the Corporation Act that authorize indemnification do not
  eliminate the duty of care of a director, and in appropriate circumstances
  equitable remedies such as injunctive or other forms of non-monetary relief
  will remain available under Nevada law. In addition, each director will
  continue to be subject to liability for (a) violations of criminal laws,
  unless the director had reasonable cause to believe his conduct was lawful or
  had no reasonable cause to believe his conduct was unlawful, (b) deriving an
  improper personal benefit from a transaction, (c) voting for or assenting to
  an unlawful distribution and (d) willful misconduct or conscious disregard
  for the best interests of the Company in a proceeding by or in the right of a
  shareholder. The statute does not affect a director's responsibilities under
  any other law, such as the Federal securities laws.
  
  The effect of the foregoing is to require the Company to indemnify the
  officers and directors of the Company for any claim arising against such
  persons in their official capacities if such person acted in good faith and
  in a manner that he reasonably believed to be in or not opposed to the best
  interests of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
  To the extent protection from liability for liabilities arising under the
  securities act may be permitted to our directors, officers and controlling
  persons of our company under the provisions described above, or otherwise, we
  have been advised that in the opinion of the SEC, this type of protection
  from liability is against public policy as expressed in the securities act
  and is, therefore, unenforceable.
  
  ITEM 7. Exemption From Registration Claimed.
  
  Not applicable.
  
  ITEM 8. Exhibits.
  
  Exhibit Number      Description
  
  4.1      Fiscal 2005 Amended and Restated Equity Compensation Plan
  
  5.1      Opinion of Counsel, The Scott Law Firm, P.A.
  
  23.1     Consent of The Scott Law Firm, P.A. (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;
  
                                         4
  (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.
  
  3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the indemnification provisions summarized in Item 6,
  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 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 or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the 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 and will be governed by the final adjudication of such issue.
  
                                         5
  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 Ft. Lauderdale, Florida, on the 29th day of
  December, 2006.
  
                                        INVICTA GROUP INC.
  
  Date: 12/29/2006                      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      12/29/2006
  Richard David Scott
  
  /s/ Mercedes Henze                    Director              12/29/2006
  Mercedes Henze
  
                                         6
  REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
  
                                INVICTA GROUP INC.
                (Exact name of Issuer as specified in its charter)
  
  EXHIBIT INDEX
  
  Exhibit Number      Description
  
  4.1      Fiscal 2005 Amended and Restated Equity Compensation Plan
  
  5.1      Opinion of Counsel, The Scott Law Firm, P.A.
  
  23.1     Consent of The Scott Law Firm, P.A. (Included in Exhibit 5).
  
                                         7