SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: August 24, 2004


                               INVICTA GROUP INC.
                 (Name of Small Business Issuer in Its Charter)


            Nevada                       4700                    91-2051923
       (State or Other            (Primary  Standard          (I.R.S. Employer
        Jurisdiction of                Industrial            Identification No.)
        Incorporation             Classification Number)
        or Organization)


                         9553 Harding Avenue, Suite 301
                              Miami Beach, FL 33154
                                 (305) 866-6525
          (Address and Telephone Number of Principal Executive Offices)


                          William G. Forhan, President
                         9553 Harding Avenue, Suite 301
                              Miami Beach, FL 33154
                                 (305) 866-6525
            (Name, Address and Telephone Number of Agent for Service)




ITEM  2.01  ACQUISITION  OF  ASSETS

     On  June 10, 2004, Invicta Group Inc. ("Invicta") executed an Agreement for
Purchase  and  Sale of Assets with Jamaican Travel Specialist, Inc. ("Jamaican")
and  the  shareholders  of  Jamaican.

     On  August  23,  2004, Invicta Board has voted to unwind the acquisition of
Jamaican,  due to unresolved questions pertaining to the financial due diligence
performed  by  Invicta.  Jamaican  revenues  will  not  be included in Invicta's
quarterly  Form  10-QSB  report  for  the  period  ended  June  30,  2004.

     Invicta may reconsider this acquisition in the future if the issues related
to  financial  due  diligence  are  resolved.


ITEM  9.01.  FINANCIAL  STATEMENTS  AND  EXHIBITS.


     Schedule  of  Exhibits.  The following exhibits are furnished in accordance
     ----------------------
with  the  provisions  of  Item  601  of  Regulation  S-B:

None.


                                    SIGNATURE


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                                 Invicta  Group  Inc.

Date:     August  24,  2004

                                            By:  /s/  William  G.  Forhan
                                                 ------------------------
                                                 William  G.  Forhan,  President