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:  October 13, 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)


SECTION  4   MATTERS  RELATED  TO  ACCOUNTANTS  AND  FINANCIAL  STATEMENTS

ITEM  4.02   NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT  REPORT  OR  COMPLETED  INTERIM  REVIEW.

As  of  October  10,  2004,  the  registrant  concluded  that  previously issued
financial  statements,  covering  interim  period ended March 31, 2004 should no
longer  be  relied  upon  because  of  an  error  in  such financial statements.

The  financial statement covering intering period ended March 31, 2004 reflect a
change  in  recognition  of  revenue.  Revenue represents the net commission and
fees  earned by the registrant as the primary obligor in accordance with the FAS
Board  of  Emerging  Issues Task Force issue #99-19, Reporting Revenue Gross vs.
Net.

Registrant's  CEO  discussed with the SEC staff the revenue recognition issue in
light of FAS #99-19 and advised the registrant's independent accountants to make
respective  changes  for  both  1st  and  2nd  Quarters  2004  and  ongoing.


SECTION  9  -  FINANCIAL  STATEMENTS  AND  EXHIBITS

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS.


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:     October  13,  2004

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