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 March 31, 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 March 31, 2005:


171,380,561
      shares





Number
      of
      shares of Preferred Stock outstanding as of March 31, 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****March
                  31, 2005****UNAUDITED****ASSETS**Current
                assets:Cash
                  and cash equivalents
              
              
              
              
              **$**
              **45,796**Advances
                  to affiliates
              
              
              
              
              
              **21,735**Total
                  current assets
              
              
              
              
              
              **67,531**Property
                  and equipment, net of accumulated depreciationof
                  $ 32,341
              
              
              
              
              
              **28,291**Other
                  assets:Intangible
                  assets, net of accumulatedamortization
                  of $ 12,375
              
              
              
              
              
              **103,680**Travel
                  Bond Deposit
              
              
              
              
              
              **71,410**Security
                  Deposits
              
              
              
              
              
              **3,000**Total
                  other assets
              
              
              
              
              
              **178,090**Total
                  Assets
              
              
              
              
              **$**
              **273,912****LIABILITIES
                  AND SHAREHOLDERS' (DEFICIT)**Current
                  liabilities:Accounts
                  payable and accrued liabilities
              
              
              
              
              **$**
              **758,174**Accrued
                  expenses and other liabilities
              
              
              
              
              
              **452,971**Notes
                  payable and convertible debentures
              
              
              
              
              
              **575,600**Capital
                  lease obligations
              
              
              
              
              
              **80,899**Deferred
                  officer compensation
              
              
              
              
              
              **401,012**Total
                  current liabilities
              
              
              
              
              
              **2,268,656**Long-term
                  debtNotes
                  Payable - shareholders
              
              
              
              
              
              **327,766**Total
                  Liabilities
              
              
              
              
              
              **2,596,422**Shareholders'
                  (Deficit):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,
                  171,380,561 issued and outstanding
              
              
              
              
              
              **17,138**Additional
                  paid in capital
              
              
              
              
              
              **2,988,068**Retained
                  Earnings (Deficit)
              
              
              
              
              
              **(5,502,716**
              **)**Total
                  Shareholders' (Deficit)
              
              
              
              
              
              **(2,322,510**
              **)**Total
                  Liabilities and Shareholders' Deficit
              
              
              
              
              **$**
              **273,912**







3
 *Index*


******INVICTA
                      GROUP, INC.****CONSOLIDATED
                      STATEMENT OF OPERATIONS****FOR
                      THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004****UNAUDITED****2005**
                  
                  **2004**Revenues
                  
                  
                  
                  
                  **$**
                  **39,994**
                  
                  **$**
                  **128,429**Cost
                      of sales
                  
                  
                  
                  
                  
                  **3,520**
                  
                  
                  **608**Gross
                      Profit
                  
                  
                  
                  
                  
                  **36,474**
                  
                  
                  **127,821**Selling,
                      general, and administrative expenses
                  
                  
                  
                  
                  
                  **399,749**
                  
                  
                  **588,397**Asset
                      impairment charge
                  
                  
                  
                  
                  
                  
                  
                  
                  **1,023,753**Operating
                      loss
                  
                  
                  
                  
                  
                  **(363,275**
                  **)**
                  
                  **(1,484,329**
                  **)****Net
                      loss**
                  
                  
                  
                  
                  
                  **(363,275**
                  **)**
                  
                  **(1,484,329**
                  **)**Basic
                      and diluted loss per common share
                  
                  
                  
                  
                  
                  **($0.003**
                  **)**
                  
                  **($0.033**
                  **)**Weighted
                      average common shares outstanding
                  
                  
                  
                  
                  
                  **140,830,305**
                  
                  
                  **45,340,316**
   4
 *Index*
 **INVICTA
                      GROUP, INC.****CONSOLIDATED
                      STATEMENT OF CASH FLOWS****FOR
                      THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004****UNAUDITED****2005**
                  
                  **2004**Cash
                    flows from operating activities:**Net
                      (Loss)**
                  
                  
                  
                  
                  **$**
                  **(363,275**
                  **)**
                  **$**
                  **(1,484,329**
                  **)**Adjustments
                      to reconcile net income to netcash
                      provided by operating activities:Depreciation
                  
                  
                  
                  
                  
                  **1,875**
                  
                  
                  **7,560**Amortization
                  
                  
                  
                  
                  
                  **4,125**
                  
                  
                  **6,450**Asset
                      impairment charge
                  
                  
                  
                  
                  
                  
                  
                  
                  **1,023,753**Stock
                      issued for services
                  
                  
                  
                  
                  
                  **118,845**
                  
                  
                  **233,000**Changes
                      in assets and liabilities:Accounts
                      receivable and prepaid expenses
                  
                  
                  
                  
                  
                  **13,142**Stock
                      subscription receivable
                  
                  
                  
                  
                  
                  
                  
                  
                  **(70,000**
                  **)**Other
                      assets
                  
                  
                  
                  
                  
                  **(31,966**
                  **)**
                  
                  **(71,410**
                  **)**Accounts
                      payable and accrued expenses
                  
                  
                  
                  
                  
                  **74,668**
                  
                  
                  **163,394**Net
                      Cash (Used) by Operating Activities
                  
                  
                  
                  
                  **$**
                  **(182,586**
                  **)**
                  **$**
                  **(191,582**
                  **)**Cash
                      flows used in investing activities:Capital
                      asset expenditures
                  
                  
                  
                  
                  **$**
                  **(3,990**
                  **)**
                  **$**
                  **-**Net
                      Cash (used in ) Investing Activities
                  
                  
                  
                  
                  
                  **(3,990**
                  **)**
                  
                  **-**Cash
                      flows from financing activities:Proceeds
                      from long term debt
                  
                  
                  
                  
                  **$**
                  **75,000**
                  
                  **$**
                  **34,000**Proceeds
                      from sale of common stock
                  
                  
                  
                  
                  
                  **131,500**
                  
                  
                  **484,595**Payments
                      on long term debt
                  
                  
                  
                  
                  
                  **(119,600**
                  **)**
                  
                  **(367,782**
                  **)**Net
                      Cash provided by Financing Activities
                  
                  
                  
                  
                  **$**
                  **86,900**
                  
                  **$**
                  **150,813**Net
                      change in cash and cash equivalents
                  
                  
                  
                  
                  
                  **(99,676**
                  **)**
                  
                  **(40,769**
                  **)**Cash
                      and cash equivalents, beginning of period
                  
                  
                  
                  
                  
                  **145,472**
                  
                  
                  **360,595**Cash
                      and cash equivalents, end of year
                  
                  
                  
                  
                  **$**
                  **45,796**
                  
                  **$**
                  **319,826****Additional
                      Cash Flow Information:****Cash
                      paid during the period for:**Interest
                      (non capitalized)
                  
                  
                  
                  
                  **$**
                  **6,672**
                  
                  **$**
                  **896**Income
                      Taxes
                  
                  
                  
                  
                  **$**
                  **-**
                  
                  **$**
                  **-****Non-Cash
                      Activities:**Stock
                      issued for acquisitions
                  
                  
                  
                  
                  
                  
                  
                  
                  **510,000**Stock
                      issued for deferred compensation payable
                  
                  
                  
                  
                  **$**
                  **175,000**
                  
                  
                  **621,225**
   5
 *Index*
 INVICTA
          GROUP, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 MARCH
          31,
          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 March
            31, 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 MARCH 31,
          2005
  Common
                      Stock
                  
                  Additional
                      PaidShares
                  
                  Amount
                  
                  in
                      Capital
                  
                  DeficitBalance
                      December 31, 2004
                  
                  
                  114,155,777
                  
                  $
                  11,416
                  
                  $
                  2,743,447
                  
                  $
                  (5,143,147
                  )Stock
                      issued for cash
                  
                  
                  11,159,041
                  
                  
                  1,116
                  
                  
                  21,384Stock
                      issued for legal andmarketing
                      services
                  
                  
                  17,880,486
                  
                  
                  1,788
                  
                  
                  117,057Stock
                      issued in exchange for paymentof
                      convertible debentures
                  
                  
                  28,185,257
                  
                  
                  2,819
                  
                  
                  106,181Retained
                      earnings adjustment forthe
                      elimination of ISIP Telecomas
                      a subsidiary
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3,706Net
                      loss for the three months endedMarch
                      31, 2005
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (343,509
                  )Balance
                      March 31, 2005
                  
                  
                  171,380,561
                  
                  $
                  17,138
                  
                  $
                  2,988,068
                  
                  $
                  (5,482,950
                  )
  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 March 31, 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.
 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. As explained in NOTE D, 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.
  8
 *Index*
  INVICTA
            GROUP, INC.
 NOTES
            TO
            FINANCIAL STATEMENTS
 MARCH
            31,
            2005
 UNAUDITED
 
  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
            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.
 
 9
 *Index*
  INVICTA
            GROUP, INC.
 NOTES
            TO
            FINANCIAL STATEMENTS
 MARCH
            31,
            2005
 UNAUDITED
 
  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 $5,482,950 since inception and the Company
            had
            negative working capital of $2,181,359 at March 31, 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 $75,000 in equity
            funding in
            2004 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.





10
 *Index*




ITEM
      2.
      MANAGEMENT DISCUSSION AND ANALYSIS




**MANAGEMENT'S
        DISCUSSION AND ANALYSIS**
 **1st
        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.
  **2004
        Sales and Loss Results**
 
 Invicta
        increased sales to exceed $10 million dollars in 2004, but its low margins
        resulted in an operating loss of $1,970,734. Invicta decided to write off
        all
        Intangible Assets adding another $1,322,221losses; totaling $3,292,955 for
        2004.
        Management decided to change the business model in the 2 nd Quarter,
        if it could not turn around the largest sales producing subsidiary (Airplan
        Inc)
        in the first quarter 2005.
  **Current
        Operations**
 
 Invicta
        faced cash flow shortages in January 2005 and management focused its attention
        on its subsidiary Airplan Inc, investing all of the company’s money to pay for
        the day to day operations in an effort to grow sales in the high season of
        February thru June. Airplan’s business was crippled with the loss of its largest
        airline suppliers due to its president and founders resignation; the loss
        of the
        airline contracts represented 50% of the companies revenues and the contracts
        were no longer in effect. Airplan’s revenues declined more than 50% in the first
        6 weeks of 2005 and management quickly closed the reservation center in an
        effort to decrease costs and try to rebuild the business. Management tried
        several cost cutting efforts: reduced staff to 4 veteran sales agents and
        created a virtual call center directing calls to their respective homes;
        outsourced quality control and ticketing, and negotiated a marketing agreement
        with an Airline Consolidator that offered Airplan the airline services from
        the
        contracts lost. Airplan
        continued to loose money, revenues declined further and management decided
        to
        eliminate the call center overhead and service customers from its website.
 
 Invicta
        decided to redesign the company’s business model: shut down or sell all
        subsidiaries that were not making money, and create an internet media company
        that offers travel discounts to the public. It purchased a domain name: Travel
        Hot Link.com
 
 11
 *Index*
 
 **New
        Business Model**
 
 **Travel
        Hot Link** 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 that will be operational in April 2005 its address is: www.travelhotlink.com
  March
        2,
        2005 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 1** **st** **Quarter 2005**
  IVGA
        issued 57,324,784 shares, and retired 100,000 shares from January 2, 2005
        to
        March 31, 2005
  1)
 2)
              4,929,527
                  web development....................................... $ 
36,055
 3)
              8,866,667
                  shares were issued for consulting
                  fees..........       $ 
                  43,000
 4)
              3,185,292
                  shares for legal fees**.................................   
                  $ 39,790**
 
 Shares
        outstanding 3/31/05 total 171,380,561
 
 **Preferred
        Series B Stock**
 
 ACTION
        BY CONSENT OF THE
        BOARD
        OF DIRECTORS OF INVICTA
        GROUP INC.
 
 The
        Board
        of Directors of Invicta Group Inc created a Series B Convertible Preferred
        Stock
        ("Series B Preferred Stock") in exchange of reducing Invicta debt to Officers
        that have shareholder loans, equity debt or deferred compensation due (the
        “Officer Debt”) by $175,000.
 RESOLVED,
        that 175,000 shares of the corporation's authorized but unissued Preferred
        Stock, par value $.0001 per share are hereby designated as Series B Preferred
        Stock.
 RESOLVED,
        that the conversion price of the Officer Debt into shares of Series B Preferred
        Stock will be one dollar ($1.00) per share. Each share of Series B Preferred
        Stock will be convertible into fifty (50) shares of the Corporation’s Common
        Stock.
 RESOLVED,
        that 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.
 RESOLVED
        that the Officers can convert up to an aggregate of 175,000 shares of Series
        B
        Preferred, as set forth on Exhibit
        A attached
        hereto.
 
 12
 *Index*
  **EXHIBIT
        A**
 **Name**
              **Total
                  Deferred**
                **Compensation
                  Owed**
              **Votes**
              **Number
                  of Series B**
                **Preferred
                  Shares**Mercedes
                  Henze
              $
                  21,525
              21,525,000
              21,525David
                  Scott
              $
                  89,500
              89,500,000
              89,500William
                  Forhan
              $
                  63,975
              63,975,000
              63,975
 
 **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 become effective on February 28, 2005 (the "Effective
        Date").
 
 The
        Company has taken all action required under Nevada law to approve the Amendment.
        The Articles of Amendment filed with the Nevada Secretary of State and did
        not
        become effective until February 28, 2005.
  **Stockholder
        Approval Previously Obtained**
 
 The
        Company had 128,117,313 issued and outstanding shares of Common Stock as
        of
        February 8, 2005, each of which is entitled to one vote on any matter brought
        to
        a vote of the Company's stockholders. The Company also has issued and
        outstanding as of February 8, 2005, approximately 175,000 shares of Preferred
        Stock. Holders of Preferred Stock are entitled to one thousand votes for
        each share of Preferred Stock held of record on the record date.
 
 By
        written consent dated February 8, 2005, the stockholders holding a majority
        of
        the issued and outstanding voting shares of the Company approved the adoption
        and implementation of the Amendment, such consent to take effect on February
        28,
        2005.
  Such
        action is sufficient to satisfy the applicable requirements of Nevada law
        that
        stockholders approve such actions. Accordingly, stockholders will not be
        asked
        to take further action on the Amendment at any future meeting and the Board
        of
        Directors does not intend to solicit any proxies or consents from any other
        stockholders in connection with the Amendment.
  13
 *Index*
  **Purpose
        and Effect of Increase in Capital Stock**
 
 The
        authorization of additional Common Stock and Preferred Stock will provide
        the
        Company greater flexibility in issuing capital stock in connection with any
        future financing activities or corporate acquisitions using the Company's
        capital stock. The Company has no definitive plans or commitments to issue
        additional shares of Common or Preferred Stock.
  **NUMBER
        OF HOLDERS OF COMMON STOCK**
 
 As
        of
        February 8, 2005, there were approximately 1,123 holders of record of Common
        Stock.
  **PRINCIPAL
        STOCKHOLDERS**
  The
        following table sets forth, as of February 8, 2005, the beneficial ownership
        of
        the Company's Common Stock (i) by the only persons who are known by the Company
        to own beneficially more than 5% of the Company's Common Stock; (ii) by each
        director of the Company; and (iii) by all directors and officers as a group.
        Percentage ownership assumes all vested options are fully exercised, and
        is
        based on 128,117,3132 shares of Common Stock issued and outstanding as of
        February 8, 2005.
  Name
                  and Address ofBeneficial
                  Owner
              Shares
                  of Common
                Ownership
              Shares
                  of Preferred
                Stock
                  Owned
              Voting
                shares
              Voting
                PercentageWilliam
                  Forhan
                9553
                  Harding Ave, #301
                Miami
                  Beach, FL 33154
              13,050,000
              63,975
              77,025,000
              25.59David
                  Scott
                9553
                  Harding Ave, #301
                Miami
                  Beach, FL 33154
              8,875,750
              89,500
              98,375,750
              32.68Mercedes
                  Henze
                9553
                  Harding Ave, #301
                Miami
                  Beach, FL 33154
              8,571,562
              21,525
              29,821,562
              9.91All
                  Officer and Directors
              30,497,312
              175,000
              205,222,312
              68.18%
  14
 *Index*
  The
        number of shares beneficially owned by each director or executive officer
        is
        determined under rules of the Securities and Exchange Commission (the
        "Commission"), and the information is not necessarily indicative of beneficial
        ownership for any other purpose. Under such rules, beneficial ownership includes
        any shares as to which the individual has the sole or shared voting power
        or
        investment power and also any shares that the individual has the right to
        acquire within 60 days of the date hereof through the exercise of any stock
        option or other right. Unless otherwise indicated, each person has the sole
        investment and voting power (or shares such powers with his or her spouse)
        with
        respect to the shares set forth in the table.
  **VOTE
        REQUIRED FOR APPROVAL**
 
 The
        procedure and requirements to effect an amendment to the articles of
        incorporation of a Nevada corporation are set forth in Section 78.390 of
        the
        Nevada Revised Statutes, which provides that proposed amendments must first
        be
        adopted by the Board of Directors and then submitted to stockholders for
        their
        consideration at an annual or a special meeting and must be approved by a
        majority of the outstanding voting securities.
 
 Section
        78.320 of the Nevada Revised Statutes provides an that any action required
        to be
        taken at an annual or a special meeting of the stockholders of a Nevada
        corporation may be taken by written consent in lieu of a meeting, if the
        consent
        is signed by stockholders owning at least a majority of the voting power
        as
        determined on the record date.
 
 The
        Board
        of Directors of Invicta and stockholders owning and having voting power in
        excess of 50% of the outstanding voting securities of Invicta, as of the
        record
        date, have adopted and approved the Amended and Restated Articles of
        Incorporation. No further votes are required to effect the action.
 
 
 **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 March 31, 2005 were $39,994 as compared to revenues of $127,821 for
        the
        Quarter ended March 31, 2004. The revenues in both periods were derived
        principally from the commission and fees earned from the sale of airline
        tickets **.** The
        primary reason for the decrease in 2005 over 2004 was the lost airline contracts
        from Airplan Inc.
  15
 *Index*
  **Expenses**
 
 Expenses
        were
        cut dramatically in 2005 versus 2004 **.** The
        major
        components of general and administrative expenses for three months ended
        March
        31, 2005. Listed below are the comparisons: Payroll was $145,176 vs. $1,079,531
        March 31,2004; **** Marketing
        31,05 was $61,900 compared to $577,386 March 31,2004; Professional fees March
        31
        2005 were $41,467 compared to $317,981 March 31,2004. The total G&A expenses
        for the 1 st quarter
        were $387,769 versus $2,771,400 in 1 st quarter
        in 2004.
  **Net
        Losses**
 
 Net
        loss for
        the Quarter ended March 31, 2005 was ($363,275); loss per share was
        ($0.003 **)** compared
        to a net loss of ($1,484,329) March 31,2004 and loss per share ($0.033) for
        the
        Quarter ended March 31, 2004.
  **Funding**
 
 Invicta
        raised $131,500 in 1 st Quarter
        2005 from the sale of stock.
  **Liquidity**
  As
        of March
        31, 2005 and 2004, Invicta Group's current ratios were 0.029% 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 $59,600.00 and does not have the funds
        to
        make the 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
  16
 *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





On
      February 14, 2005 Invicta provided notice to shareholders increasing authorized
      shares. The action, by consent of a majority of the shareholders increases
      the
      outstanding Common Stock of the company to 1,000,000,000 shares. It also
      increases the Preferred Stock to 50,000,000 shares. With respect to the
      Amendment, the Board of Directors of the Company (the "Board") has approved,
      and
      the shareholders owning a majority of the issued and outstanding voting shares
      outstanding as of February 8, 2005, have consented in writing to the
      Amendment.





January
      20, 2005




The
      Board
      of Directors desires to create a Series B Convertible Preferred Stock
      ("S eries
      B
      Preferred Stock") in exchange of reducing Invicta debt to Officers that have
      shareholder loans, equity debt or deferred compensation due (the “Officer
      Debt”).




17
 *Index*





RESOLVED,
      that the Board, has approved and authorized the issuance of a Series B Preferred
      stock for Invicta Officers desiring to convert the Officer Debt into the shares
      of the Series B Preferred Stock.





RESOLVED,
      that 175,000 shares of the corporation's authorized but unissued Preferred
      Stock, par value $.0001 per share are hereby designated as Series B Preferred
      Stock.





RESOLVED,
      that the conversion price of the Officer Debt into shares of Series B Preferred
      Stock will be one dollar ($1.00) per share. Each share of Series B Preferred
      Stock will be convertible into fifty (50) shares of th e
      Corporation’s Common Stock.





RESOLVED,
      that 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.





**EXHIBIT
      A**


**Name**
            **Total
                Deferred**
              **Compensation
                Owed**
            **Votes**
            **Number
                of Series B**
              **Preferred
                Shares**Mercedes
                Henze
            $
                21,525
            21,525,000
            21,525David
                Scott
            $
                89,500
            89,500,000
            89,500William
                Forhan
            $
                63,975
            63,975,000
            63,975




Item
      3.
      Defaults Upon Senior Securities





None.





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





None.





Item
      5.
      Other Information




Effective
      January 14, 2005 John Latimer resigned as president of Airplan Inc. and as a director of Invicta Group Inc. Invicta Group,
      Inc.’s board of directors accepted his written resignation as a member of its
      Board of Directors, effective immediately.





January
      20,2005 Officers converted $175,000 of Deferred Compensation for 175,000
      Preferred Series B Stock.





Effective
      February 28, 2005 Invicta closed its Pittsburgh call center for Airplan Inc.
      and
      set up a virtual call center with employees working from their homes. Airplan’s
      employees will receive calls from customers and enter reservations on their
      computers via the internet. Tickets will be confirmed as an E ticket with
      confirmation number and receipt online or fax. The closure will dramatically
      reduce the overhead of Airplan’s operations. Management in
      Miami
      will oversee the daily business operations.




Item
      6.
      Exhibits and Reports on Form 8-K.





(Filed
      1/14/2005)




ITEM
      5.02
      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS




Registrant
      has accepted a written resignation of the member of its Board of
      Directors, John Latimer,effective immediately.





18
 *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 26, 2005
            By:
            /s/ WILLIAM
              FORHANWILLIAM FORHAN
              Chief
                Executive Officer





Date:
                October 26, 2005
              By:
              /s/ David
                ScottDavid Scott
                Chief
                  Operating Officer


19