U.S.
        Securities and Exchange Commission
 Washington,
        D.C. 20549
  
 
 FORM
        10-QSB
  
 
 
 **[X]**
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **for
        the quarterly period ended June 30, 2005**
 
 **[ 
                ]**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **for
        the transition period from _______ to _______**
  
 
 
 INVICTA
        GROUP, INC.
 **(Exact
        name of small business issuer as specified in its charter)**
  **NEVADA**
                **91
                    205 1923****(State
                    of incorporation)**
                **(IRS
                    Employer identification
                    No.)**
  **9553
        Harding Avenue, Miami Beach, Florida 33154**
 **(Address
        of principal executive offices)**
 
 **(954)
        684-8288**
 **(Issuer's
        telephone number)**
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes [x] No [ ]
  Number
          of
          shares of common stock outstanding as of June 30, 2005:
 215,012,341
          shares
 
 Number
          of
          shares of Preferred Stock outstanding as of June 30, 2005:
 175,000
          shares
  
 
 
 **INDEX
                    TO FORM****10-QSB**Page
                    No.PART
                    IITEM
                    1. Financial StatementsBalance
                    Sheet
                1Statements
                    of Operations
                2-3Statements
                    of Cash Flows
                4-5Notes
                    to Financial Statements
                6-11ITEM
                    2. Management's Discussion and Analysis
                12-14ITEM
                    3. Quantitative and Qualitative Disclosures on Market
                    Risk
                15ITEM
                    4. Controls and Procedures
                15PART
                    IIITEM
                    1. Legal Proceedings
                16ITEM
                    2. Changes in Securities
                16ITEM
                    3. Defaults Upon Senior Securities
                16ITEM
                    4. Submission of Matters to a Vote of Security
                    Holders
                16ITEM
                    5. Other Information
                16ITEM
                    6. Exhibits
                17
  2
 *Index*




PART
        I





ITEM
      1.
      FINANCIAL STATEMENTS


**INVICTA
                  GROUP INC.****CONSOLIDATED
                  BALANCE SHEET****June
                  30, 2005****(UNAUDITED)****ASSETS**Current
                assets:Cash
                  and cash equivalents
              
              
              
              
              **$**
              **24,004**Advances
                  to affiliates
              
              
              
              
              
              **21,907**Total
                  current assets
              
              
              
              
              
              **45,911**Property
                  and equipment, net of accumulated depreciationof
                  $34,216
              
              
              
              
              
              **29,306**Other
                  assets:Security
                  Deposits
              
              
              
              
              
              **3,000**Intangible
                  assets, net of accumulatedamortization
                  of $ 16,500
              
              
              
              
              
              **110,205**Total
                  Assets
              
              
              
              
              **$**
              **188,422****LIABILITIES
                  AND SHAREHOLDER'S EQUITY**Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              
              
              
              **$**
              **773,174**Accrued
                  expenses and other liabilities
              
              
              
              
              
              **461,998**Notes
                  payable and convertible debentures
              
              
              
              
              
              **582,600**Capital
                  lease obligations
              
              
              
              
              
              **80,899**Deferred
                  officer compensation
              
              
              
              
              
              **423,031**Total
                  current liabilities
              
              
              
              
              
              **2,321,702**Long-term
                  debtNotes
                  Payable - shareholders
              
              
              
              
              
              **331,766**Total
                  Liabilities
              
              
              
              
              
              **2,653,468**Shareholder's
                  equity:Preferred
                  stock par value $1 50,000,000 shares authorized;175,000
                  issued and outstanding
              
              
              
              
              
              **175,000**Common
                  stock, par value $ .0001, 1,000,000,000 sharesauthorized,
                  215,012,341 issued and outstanding
              
              
              
              
              
              **21,501**Additional
                  paid in capital
              
              
              
              
              
              **3,069,829**Retained
                  (Deficit)
              
              
              
              
              
              **(5,731,376**
              **)**Total
                  shareholder's equity
              
              
              
              
              
              **(2,465,046**
              **)**Total
                  Liabilities and Shareholders' Equity
              
              
              
              
              **$**
              **188,422**







3
 *Index*




**INVICTA
                  GROUPINC.****CONSOLIDATED
                  STATEMENT OF OPERATIONS****(UNAUDITED)****Three**
              
              **Three****Months
                  Ending**
              
              **Months
                  Ending****June
                  30,**
              
              **June
                  30,****2004**
              
              **2005**Revenues
                  earned
              
              
              
              
              **$**
              **248,877**
              
              **$**
              **41,439**Cost
                  of sales
              
              
              
              
              
              **3,309**
              
              
              **631**Gross
                  profit
              
              
              
              
              
              **245,568**
              
              
              **40,808**Selling,
                  general, and administrative expenses
              
              
              
              
              
              **612,521**
              
              
              **280,034**(Loss)
                  from Operations
              
              
              
              
              
              **(366,953**
              **)**
              
              **(239,226**
              **)**Other
                  income and (expense)Interest
                  income
              
              
              
              
              
              
              
              
              **566**Sale
                  of Intangible Assets
              
              
              
              
              
              
              
              
              **10,000****Net
                  loss**
              
              
              
              
              **$**
              **(366,953**
              **)**
              **$**
              **(228,660**
              **)**Net
                  loss per share weighted average share, basicand
                  diluted
              
              
              
              
              
              **($0.007**
              **)**
              
              **($0.001**
              **)**Weighted
                  average shares outstanding, basis and diluted
              
              
              
              
              
              **55,421,051**
              
              
              **197,299,773**






4
 *Index*




**INVICTA
                  GROUP INC.****CONSOLIDATED
                  STATEMENT OF OPERATIONS****(UNAUDITED)****Six
                  Months Ending**
              
              **Six
                  Months Ending****June
                  30,**
              
              **June
                  30,****2004**
              
              **2005**Revenues
                  earned
              
              
              
              
              **$**
              **377,306**
              
              **$**
              **81,433**Cost
                  of sales
              
              
              
              
              
              **3,917**
              
              
              **4,151**Gross
                  profit
              
              
              
              
              
              **373,389**
              
              
              **77,282**Selling,
                  general, and administrative expenses
              
              
              
              
              
              **1,200,918**
              
              
              **679,783**Asset
                  impairment charge
              
              
              
              
              
              **1,023,753**(Loss)
                  from Operations
              
              
              
              
              
              **(1,851,282**
              **)**
              
              **(602,501**
              **)**Other
                  income and (expense)Interest
                  income
              
              
              
              
              
              
              
              
              **566**Sale
                  of Intangible Assets
              
              
              
              
              
              
              
              
              **10,000****Net
                  loss**
              
              
              
              
              **$**
              **(1,851,282**
              **)**
              **$**
              **(591,935**
              **)**Net
                  loss per share weighted average share, basicand
                  diluted
              
              
              
              
              
              **($0.035**
              **)**
              
              **($0.003**
              **)**Weighted
                  average shares outstanding, basic and diluted
              
              
              
              
              
              **52,296,068**
              
              
              **169,271,308**


5
 *Index*




**INVICTA
                  GROUP INC.****CONSOLIDATED
                  STATEMENT OF CASH FLOWS****(UNAUDITED)****Six
                  Months Ending**
              
              **Six
                  Months Ending****June
                  30,**
              
              **June
                  30,****2004**
              
              **2005**Cash
                flows from operating activities:Net
                  income
              
              
              
              
              **$**
              **(1,851,282**
              **)**
              **$**
              **(591,935**
              **)**Adjustments
                  to reconcile net income to netcash
                  provided by operating activities:Depreciation
              
              
              
              
              
              **26,490**
              
              
              **3,750**Amortization
              
              
              
              
              
              **6,450**
              
              
              **8,250**Asset
                  impairment charge
              
              
              
              
              
              **1,023,753**Stock
                  issued for services
              
              
              
              
              
              **317,500**
              
              
              **178,970**Changes
                  in assets and liabilities:Accounts
                  receivable and prepaid expenses
              
              
              
              
              
              
              
              
              **12,970**Other
                  assets
              
              
              
              
              
              **(154,910**
              **)**
              
              **28,794**Accounts
                  payable & accrued liabilities
              
              
              
              
              
              **283,286**
              
              
              **120,713****(348,713**
              **)**
              
              **(238,488**
              **)**Cash
                  flows used in investing activities:Capital
                  asset expenditures
              
              
              
              
              
              **(9,046**
              **)**
              
              **(6,880**
              **)**Cash
                  flows used in financing activities:Proceeds
                  from long term debt
              
              
              
              
              
              **184,000**
              
              
              **97,000**Proceeds
                  from sale of comon stock
              
              
              
              
              
              **593,095**
              
              
              **157,500**Payments
                  on long term debt
              
              
              
              
              
              **(446,637**
              **)**
              
              **(130,600**
              **)****330,458**
              
              
              **123,900**Net
                  change in cash and cash equivalents
              
              
              
              
              
              **(27,301**
              **)**
              
              **(121,468**
              **)**Cash
                  and cash equivalents, beginning of period
              
              
              
              
              
              **360,595**
              
              
              **145,472**Cash
                  and cash equivalents, end of period
              
              
              
              
              **$**
              **333,294**
              
              **$**
              **24,004****Additional
                  Cash Flow Information:****Cash
                  paid during the period for:**Interest
                  (non capitalized)
              
              
              
              
              **$**
              **1,896**IncomeTaxes
              
              
              
              
              **$**
              **0**
              
              **$**
              **0****Non-Cash
                  Activities:**Stock
                  issued for acquisitions
              
              
              
              
              **$**
              **510**Stock
                  issued for deferred compensation payable
              
              
              
              
              **$**
              **621,225**
              
              **$**
              **175,000**Stock
                  issued for stock subscriptions receivable
              
              
              
              
              **$**
              **452,000**






6
 *Index*




INVICTA
          GROUP,INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2005
 UNAUDITED
 
  NOTE
          A. BASIS
          OF PRESENTATION
 
 The
          accompanying unaudited condensed consolidated financial statements have
          been
          prepared in accordance with generally accepted accounting principles for
          interim
          financial information and with the instructions to Form 10-Q and Article
          10 of
          Regulation S-X. Accordingly, they do not include all of the information
          and
          footnotes required by generally accepted accounting principles for complete
          financial statements. In the opinion of management, all adjustments (consisting
          of normal recurring accruals) considered necessary for a fair presentation
          have
          been included. Operating results for the three month period ended June
          30, 2005
          are not necessarily indicative of the results that may be expected for
          the year
          ended December 31, 2005.
 
 For
          further information, refer to the consolidated financial statements and
          footnotes thereto included in the Registrant Company and Subsidiaries’ annual
          report on Form 10-K for the year ended December 31, 2004.
 
 
 NOTE
          B. CHANGES
          IN STOCKHOLDERS’ (DEFICIT) FOR THE THREE MONTHS ENDED JUNE 30,
          2005
  Common
                      Stock
                  
                  Additional
                    PaidShares
                  
                  Amount
                  
                  in
                      Capital
                  
                  DeficitBalance
                      March 30, 2005
                  
                  
                  171,380,561
                  
                  $
                  17,138
                  
                  $
                  2,988,068
                  
                  $
                  (5,502,716
                  )Stock
                      issued for cash
                  
                  
                  9,464,285
                  
                  
                  946
                  
                  
                  14,054Stock
                      issued for legal andmarketing
                      services
                  
                  
                  25,785,715
                  
                  
                  2,579
                  
                  
                  57,545Stock
                      issued in exchange for paymentof
                      convertible debentures
                  
                  
                  8,381,780
                  
                  
                  838
                  
                  
                  10,162Net
                      loss for the six months endedJune
                      30, 2005
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (228,660
                  )Balance
                      June 30, 2005
                  
                  
                  215,012,341
                  
                  $
                  21,501
                  
                  $
                  3,069,829
                  
                  $
                  (5,731,376
                  )
  NOTE
          C. INCOME
          PER SHARE
 
 Basic
          net
          loss per share was computed based on the weighted average shares of common
          stock
          outstanding and excludes any potential dilution. Diluted net loss per share
          reflects the potential dilution from the exercise or conversion of all
          dilutive
          securities, such as convertible debentures, into common stock and stock
          purchase
          options. The Company’s outstanding convertible debentures and options are not
          included in the computation of basic or diluted net loss per share since
          they
          are anti-dilutive. At June 30, 2005 potentially dilutive securities consist
          of
          convertible debentures that could be converted into 433,666 common shares
          and
          options that could be converted into 3,882,656 common shares.
  7
 *Index*
 
 INVICTA
          GROUP, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2005
 UNAUDITED
 
  NOTE
          D. ACCOUNTS
          PAYABLE - AIRPLAN ACQUISITION
 
 As
          a
          result of the Company’s $500,000 stock payment for the purchase of Airplan, and
          guaranteeing the value of the stock price, the Company recorded a $360,000
          accounts payable that represented the difference between the $500,000 purchase
          price, and the $140,000 value of the 500,000 shares issued at the date
          of
          acquisition. The
          purchase included a 5-year employment agreement with the seller as part
          of the
          purchase. Because of the seller’s resignation in November 2004, and the
          corresponding loss of business and eventual closing of the Airplan operation,
          the Company is disputing the balance due, and considering the purchase
          fully
          paid to the seller. The payable of $360,000 will be removed from the Company’s
          financial statements in the 4 th quarter
          of 2005.
 
 
 NOTE
          E. DEFERRED
          OFFICER’S COMPENSATION
 
 In
          exchange for deferred compensation due to the officers of the corporation,
          the
          Company issued 175,000 shares of series B Convertible Preferred Stock at
          $1.00
          per share reducing compensation due to the officers by $175,000.
  Each
          share of the series B Preferred Stock is convertible into fifty (50) shares
          of
          the Corporation’s Common Stock. Holders of the series B Preferred
          Stock shall be entitled to one thousand votes for each share of Series
          B Preferred Stock held of record on all matters submitted to a vote of
          stockholders and may not cumulate their votes for the election of directors.
 
 
 NOTE
          F. CAPITAL
          LEASE
 
 The
          capital lease liability is for leased phone equipment for Aiplan that was
          to
          expire on March 31, 2005. Since the Company did not notify the lessor in
          writing
          of its intent to cancel the lease was automatically renewed for a period
          of two
          years. The lessor has confirmed receipt of a verbal cancellation notice,
          but is
          still contending no written cancellation was received. Because of this
          the
          Company is disputing this amount. Management has forwarded the Company’s
          current financial information to the lessor’s attorneys indicating that no
          assets exist to pay this liability, and since the operations of the Company
          have
          been ceased they have requested them to stop pursuing payment on this amount.
          Management plan to remove the liability effective December 31,
          2005.
 
 
 NOTE
          G. NOTES
          PAYABLE - SHAREHOLDERS
 
 Note
          payable to shareholders, uncollateralized, payable on the first month after
          the
          Company has received $1,000,000 in equity funding in monthly installments
          of
          approximately $20,000. Invicta is in default on the payments to shareholders
          due
          to a cash flow shortage. Shareholder recognizes default status and will
          accept
          7% interest on note from 1/2/05 until paid in full. The Company plans to
          begin
          these payments as soon as the necessary cash flow is available which management
 
 8
 *Index*
  INVICTA
          GROUP, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2005
 UNAUDITED
 
  expects
          to be in 2006. Therefore, the entire balance of $ 276,977 is classified
          as
          long-term debt for 2004 and $344,146 for 2003. Invicta owes seller of
          Airplan, Inc. $60,000, but does not intend to pay due to termination of
          employment contract.
 
 
 NOTE
          H. SPINOFF
          OF SUBSIDIARY - ISIP TELECOM, INC.
 
 On
          July
          2, 2004, Invicta Group, Inc.’s board of directors approved a spin-off of its
          subsidiary ISIP Telecom, Inc. Shareholders of record as of August 20, 2004
          will
          receive 1 share of ISIP Telecom, Inc., for every 5 shares owned in Invicta
          Group, Inc. Invicta Group, Inc. will maintain a 25% ownership in ISIP Telecom,
          Inc.
 
 All
          activities of ISIP Telecom commenced after the issuance of the stock to
          shareholders of Invicta Group, Inc., resulting in an allocation of 25%
          of the
          loss of $14,560 to the Invicta Group, Inc.
  Invicta
          will officially spinoff ISIP at 12/31/04 year end and will be issued 6
          million
          shares of restricted stock for payment of the Spin Off.
 
 
 NOTE
          I. INCREASE
          IN CAPITAL STOCK
  The
          Company adopted the Amendment to increase its authorized capital stock
          by
          authorizing an increase in Common Stock to 1 Billion shares of Common Stock
          and
          Preferred Stock to 50,000,000 shares. The majority stockholders of the
          Company
          as of February 8, 2005, have consented to the increase in authorized shares
          of
          Common Stock, which will became effective on February 28, 2005 (the "Effective
          Date").
 
 
 NOTE
          J. GOING
          CONCERN
 
 The
          Company’s financial statements are prepared using the generally accepted
          accounting principles applicable to a going concern, which contemplates
          the
          realization of assets and liquidation of liabilities in the normal course
          of
          business.
 
 The
          Company has incurred losses of $5,731,376 since inception and the Company
          had
          negative working capital of $2,241,025 at June 30, 2005. These factors
          raise
          substantial doubt about the Company’s ability to continue as a going concern.
 
 The
          Company’s existence is dependent upon management’s ability to develop profitable
          operations and resolve its liquidity problems. During the next 12 months,
          management does not believe that it will be able to generate cash sufficient
          to
          support its operations. As a result, the Company’s ability to continue as a
          going concern is contingent upon its ability to secure equity funding,
          financing
          and to attain profitability. Management has raised $93,000 in equity funding
          in
          2005 and it has entered into a securities purchase agreement with Golden
          Gate
          Investors, Inc. in connection with the sale of (i) $300,000 in convertible
          debentures and (ii) warrants to buy
  3,000,000
          shares of our common stock. In addition, management plans to continue to
          look
          for acquisitions to enhance profitability. Management feels the synergy
          of the
          subsidiaries will create profitability in the future.
 
 Management
          feels that its equity and financing plans will provide the working capital
          to
          allow it to continue as a going concern, however, there can be no assurances
          the
          Company will be successful in its efforts to secure additional equity funding,
          financing or attain profitable operations. The accompanying consolidated
          financial statements do not include any adjustments that might result should
          the
          Company be unable to continue as a going concern.
  9
 *Index*





ITEM
      2.
      MANAGEMENT DISCUSSION AND ANALYSIS




**MANAGEMENT'S
          DISCUSSION AND ANALYSIS**
 **2nd
          Quarter 2005**
 
 **Background**
 
 **Invicta
          Group Inc** .
          has a
          management team experienced in the Travel and Gaming Industries. Invicta
          began
          its business operations in July 2001 with advertising International discounted
          airline tickets online and in local newspapers, with the goal to become
          a public
          company and raise the funds needed to upgrade the website, brand the name,
          and
          implement the business plan. Invicta became a public company August 16,
          2003,
          and began trading OTCBB 11/6/03. Invicta began its business plan Jan 2,
          2004:
          January 8 th acquired
          a VoIP Telecom company, February 17th Invicta acquired an Air Consolidator
          company, March 15th announced the opening of our Las Vegas office and start-up
          subsidiary Las Vegas Excitement, and August 15th started a cruise agency
          named
          Cruise Excitement. The company was under capitalized through out 2004;
          Invicta
          Registered 113,625,000 shares of stock to be sold in an effort to raise
          working
          capital. The company raised $1,503,595, not enough money to brand the
          subsidiaries successfully. The financial results for 2004 showed Sales
          exceeding
          $10 million, Revenues of $734,402 and Operating Losses of $1,970,734. The
          company also wrote off all of the Intangible Assets of $1,322,221 totaling
          losses for 2004 at $3,292,955.
  **Current
          Operations**
 
 Invicta
          losses have continued and shortage of working capital has forced the company
          to
          close operations of all subsidiaries except Casino Rated Players. Invicta
          sold
          its air consolidator company’s 800 phone number and sales staff to an investment
          banking company 4/26/2005. Airplan continued loosing money and its customer
          base
          diminished as cash flow problems haunted the company and commissions could
          not
          be paid timely to travel agents. Airplan’s cash flow problems created increasing
          payables to travel agents resulting in a decrease of customer loyalty and
          a
          death spiral of lost revenues.
 Invicta’s
          cash shortage has left the company without advertising dollars to invest
          in its
          other subsidiaries, and the lack of phone calls and sales has created additional
          cash flow problems. Invicta has laid off all employees and management continues
          to work on the creation of the new business model: an Internet media company
          that Emails 40 million travel enthusiasts travel discounts: www.travelhotlink.com
  **Spinoff
          of ISIP Telecom Inc.**
 
 Invicta
          has received 6 million shares of ISIP Telecom Inc. on May 11, 2005 as payment
          of
          the Spinoff of the company. Invicta announced the Spinoff of subsidiary
          ISIP on
          7/8/2004, offering a dividend to Invicta shareholders of record 8/20/2004;
          receiving 1 share of ISIP for every 5 owned in Invicta. ISIP issued 12,164,457
          shares to Invicta shareholders on 10/11/2004. ISIP intends to file a
          registration with the SEC to become a public company in the near future.
          The
          stock received from ISIP will be added to Invicta’s Balance Sheet when ISIP
          becomes public and starts trading on the Pink Sheets or OTCBB.
 
 10
 *Index*
  **New
          Business Model**
 
 **Travel
          Hot Link** is the
          future of IVGA. Travel Hot Link is an online media company that will
          offer discounted travel products on the Internet: cruises, airline tickets, hotels,
          holiday packages, and car rentals. The traveler will buy the advertised
          product
          online via a link to the travel advertisers website. Invicta is creating
          a new
          website: www.travelhotlink.com Invicta
          Group Inc (IVGA) announced the signing of an exclusive marketing agreement
          that
          offers Invicta Group 40 million Emails of double opt-in travel enthusiasts
          that
          are seeking travel discounts online. Invicta will use the database to market
          its
          Internet media company TRAVEL HOT LINK...reaching 40 million Internet viewers
          monthly.
  **Shares
          Issued in 2nd Quarter 2005**
  IVGA
          issued 43,631,780 shares, from April 1, 2005 to June 30, 2005
  1)
                17,846,065
                    shares funding for working
                    capital..............$26,000
 2)
                25,785,715
                    shares were issued for professional fees...   
                    $60,124
 
 Shares
          outstanding 6/30/2005 total 215,012,341
 
 **The
          following discussion and analysis should be read in conjunction
          with**
 **Invicta
          Group's consolidated financial statements included in this
          report.**
 
 
 **Results
          of Operations**
  Revenues
 
 Revenues
          are
          net commission and fees, there is no cost of sale. Revenues for the Quarter
          ended June 30, 2005 were $41,439 as compared to revenues of $248,877 for
          the
          Quarter ended June 30, 2004. The six month comparisons were: Revenues for
          six
          months ending 6/30/2005 were $81,433 compared to $377,306 for six months
          ending
          6/30/2004. **** The
          primary reason for the decrease in 2005 over 2004 was the lost airline
          contracts
          from Airplan Inc.
  **Expenses**
 
 The
          major
          components of general and administrative expenses for three months ended
          June
          30, 2005: Payroll was $116,351 vs. $245,705 in 2004; **** Marketing
          $22,315 vs. $67,583 in 2004; Professional fees were $50,125 vs. $31,000
          in 2004.
          The total G&A expenses for the three months were $280,034 compared to
          $612,521 three month period in 2004. The six month G&A expenses for
          6/30/2005 were $679,803 compared to $1,200,918 for six months 2004.
 
 11
 *Index*
  **Net
          Losses**
 
 Net
          loss
          for the Quarter ended June 30, 2005 were ($228,660); loss per share was
          ($0.001 **)** compared
          to a net loss of ($366,953) June 30,2004 and loss per share ($0.007) for
          the
          Quarter ended June 30, 2004. The six month losses 6/30/2005 were ($591,935)
          versus losses of ($1,851,282) for the same period 2004; loss per share
          ($.003)
          six months 2005 vs. ($.035) in 2004.
  **Funding**
 
 Invicta
          raised $26,000 in 2nd Quarter 2005 from the sale of stock.
  **Liquidity**
  As
          of June
          30, 2005 and June 30, 2004, Invicta Group's current ratios were (0.019)
          and
          (0.013) respectively **.** Invicta
          Group has not generated sufficient revenue in any
          period to carry its costs of operations. Invicta Group has derived its
          liquidity
          principally from the sale of stock in 2005. Invicta is in default of Debentures
          totaling $59,600; funds are not available for payments.
  **Capital
          Resources**
 
 Invicta
          Group
          Inc. anticipates $300,000 is needed for capital resources in 2005, to continue
          updating the new website : www.travelhotlink.com
 12
 *Index*




ITEM
        3.
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK:
 
 We
        do not
        have any material risk with respect to changes in foreign currency exchange
        rates, commodities prices or interest rates. We do not believe that we have
        any
        other relevant market risk with respect to the categories intended to be
        discussed in this item of this report.






ITEM
      4.
      CONTROLS AND PROCEDURES





Invicta
      Group's Chief Executive Officer and Chief Financial Officer, after evaluating
      the effectiveness of Invicta Group's disclosure controls and procedures (as
      defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
      of
      1934, as amended) as of the end of the period covered by this report, (the
      "Evaluation Date"), have concluded that, as of the Evaluation Date, Invicta
      Group's disclosure controls and procedures were effective to ensure the timely
      collection, evaluation, and disclosure of information relating to Invicta Group
      that would potentially be subject to disclosure under the Securities Exchange
      Act of 1934, as amended, and the rules and regulations promulgated under the
      Act. There were no significant changes in Invicta Group's internal controls
      or
      in other factors that could significantly affect the internal controls
      subsequent to the Evaluation Date.







PART
      II.
      OTHER INFORMATION





Item
      1.
      Legal Proceedings





Invicta
      received on 1/15/05 a law suit from the owners of Jamaican Travel Services
      claiming a Breach of Purchase and Employment Contract with Invicta. Invicta
      entered a Purchase Agreement with Jamaican Travel 6/12/04 and rescinded the
      Agreement due to lack of due diligence information on 8/22/04. Invicta and
      its
      officers are being sued. Invicta has hired legal counsel in California to defend
      the allegations. A trial date has not been set. The Company expects a trial
      date
      in late 2005 or early 2006.****





Item
      2.
      Changes in Securities





None





Item
      3.
      Defaults Upon Senior Securities





None.





Item
      4.
      Submission of Matters to a Vote of Security Holders





None.





Item
      5.
      Other Information





May
      11,
      2005 Invicta received 6 million shares of ISIP Telecom Inc. (Spinoff subsidiary)
      representing 25% ownership of ISIP. ISIP plan is to become a public OTCBB
      company, the stock of ISIP will be added to IVGA Balance Sheet.




ITEM
      6.
      EXHIBITS AND REPORTS ONFORM 8-K.





**Item
                1.01**
            **Entry
                into a material Definitive Agreement.**
              
              **Filed
                April 20,2005**




Invicta
      Group
      Inc. and its wholly owned subsidiary ISIP Telecom Inc. have reached and
      agreement for a purchased of VoIP Inc. VoIP Inc. sales volume for last year
      was
      $1.1 million and its pre tax profits exceeded $100,000. VoIP Inc. is a Delaware
      Corporation established in 2002 and headquartered in Southern California. VoIP
      Inc. specializes in selling equipment to the VoIP market including hardware
      and
      software, and is one of the largest resellers of Cisco products in the
      telecommunication marketplace.





13
 *Index*




SIGNATURES





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.
              (Registrant)Date:
              October 22, 2005
            By:
            /s/ WILLIAM
              FORHANWILLIAM
                FORHAN
              Chief
                Executive Officer





Date:
                October 22, 2005
              By:
              /s/ David
                ScottDavid
                  Scott
                Chief
                  Operating Officer


14