SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                        Date of Report:  January 16, 2004


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

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


                         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  5.     OTHER  EVENTS

     On  January  8,  2004,  Invicta  Group Inc. ("Invicta") executed a Purchase
Agreement  with  ISIP Telecom, Inc. (the "Purchase Agreement").  Pursuant to the
terms  of the Purchase Agreement,  Invicta acquired all of the outstanding stock
of  ISIP Telecom, in exhange for 100,000 shares of Invicta's common stock.  ISIP
Telecon owns, anong other assets, a voice over IP Telecomunications business and
Solutions  Company, based in South Florida.  The value of the acquisition is not
material;  therefore,  no  audit  of  the  acquired  assets  will  be performed.


ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS.


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


Exhibit No.          Exhibit
- -----------          -------

99.1                 Purchase Agreement, dated as of January 8, 2004.
- ----                 ------------------------------------------------


                                    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:     January  15,  2004

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




                                  EXHIBIT INDEX


Exhibit

99.1          Purchase Agreement, dated as of January 8, 2004.