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:  June 30, 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.  ACQUISITION  OF  ASSETS

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

     Pursuant  to  the  terms  of the Purchase Agreement, for a consideration of
100,000  newly issued shares of its common stock, along with a 3% sales earn out
for  a  period of 24 months, Invicta acquired substantially all of the assets of
Jamaican,  including  (i)  domain  names  www.jamaicantravel.com  and
                                          ----------------------
www.caribbeanisles.com;  (ii)  rights under certain airline and hotel contracts;
- ----------------------
(iii)  database  of  customers  and  3,000  travel  agents; (iv) tradenames; (v)
telephone  numbers  and  (vi)  Sabre  Pseudo  71X2.


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  June  10,  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:     June  30,  2004

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



                                  EXHIBIT INDEX



Exhibit  No.          Exhibit

99.1                  Purchase  Agreement,  dated  as  of  June  10,  2004.