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 June 30, 2004 should no
longer  be  relied  upon  because  of  an  error  in  such financial statements.

The  financial  statement covering intering period ended June 30, 2004 reflect a
change  in  recognition  of  revenue.

Revenue  represents  the  net  commission  and fees earned by the company as the
primary  obligor  in accordance with the FAS Board of Emerging issues Task Force
issue  #99-19, Reporting Revenue Gross vs. Net.  Impairment of Long-Lived Assets
and  Intangible Assets, all Intangible Assets are written of as Asset Impairment
Charge  of  $1,023,753  decreasing  profits  accordingly.

Registrant  CEO  discussed  with  the  SEC  staff  revenue  recognition  issues
pertaining to FAS #99-19 and advised the registrant's independent accountants to
make  respective  changes  for both 1st and 2nd Quarters 2004 and going forward.
The SEC staff also recommended the write off of Intangible Assets.  Registrant's
management  accepted  this  recommendation.

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