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 (DATE OF EARLIEST EVENT REPORTED): September 12, 2006 INVICTA GROUP, INC. (Exact Name of Registrant as Specified in Charter) ________________________________________ NEVADA 7373 91-2051923 (State or Other (Primary Standard (IRS Employee Jurisdiction of Industrial Classification Identification No.) Incorporation or Number) Organization) 2400 East Commercial Blvd. Suite 618 Ft. Lauderdale, FL 33308 (Address of Principal Executive Offices) (954) 771-0650 (Issuer Telephone Number) None (Former name or former address, if changed since last report.) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) <page> Item 1. Registrant?s Business and Operations. None. Item 2. Financial Information. None Item 3. Securities and Trading Markets. None. Item 4. Matters Related to Accountants and Financial Statements None. Item 5. Corporate Governance and Management. None. Item 6. Asset-Backed Securities. None. Item 7. Regulation FD. None. Item 8. Other Events. The following Waiver of Notice of Meeting of the Shareholders is reproduced in full, below, to allow the minority shareholders to object. WAIVER OF MEETING OF THE SHAREHOLDERS OF INVICTA GROUP INC. A NEVADA CORPORATION The undersigned, constituting the holders of a majority of the issued and outstanding voting shares of common and preferred stock of Invicta Group Inc., a Nevada corporation (the "Company"), hereby waive notice of meeting to be held on September 12, 2006, at the offices of the Company, 2400 East Commercial Blvd. Suite 618, Ft. Lauderdale, FL 33308, to conduct such business as it presented to the stockholders at that time. Dated this 12th day of September, 2006. 2 <page> SHAREHOLDERS: No. of Votes % of Total /s/ William Forhan 757,025,000 32.4 William Forhan CEO /s/ David Scott 338,375,750 14.5 David Scott COO /s/ Mercedes Henze 430,096,562 18.4 Mercedes Henze Item 9. Financial Statements and Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this 8-K report to be signed on its behalf by the undersigned hereunto duly authorized. Registrant: Invicta Group Inc. Date: September 12, 2005 By: /s/ William Forhan Mr. William G. Forhan, CEO Invicta Group Inc. Date: September 12, 2005 By: /s/ David Scott Mr. David Scott, COO Invicta Group Inc. Date: September 12, 2005 By: /s/ Mercedes Henze Mercedes Henze, Director 3 <page>