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  September  30,  2004

[ ]  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)

                                (305) 866- 6525
                          (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  September  30, 2004:
63,722,279  shares

Number  of  shares of preferred stock outstanding as of September 30, 2004: None


<PAGE>


                              INDEX TO FORM 10-QSB

                                                                        Page No.
PART  I

ITEM  1.  Financial  Statements

          Balance  Sheet                                                       1
          Statements  of  Operations                                         2-3
          Statements  of  Cash  Flows                                        4-5

          Notes  to  Financial  Statements                                  6-11

ITEM  2.  Management's  Discussion  and  Analysis                          12-14

ITEM  3.  Quantitative and Qualitative Disclosures on Market Risk             15

ITEM  4.  Controls  and  Procedures                                           15


PART  II

ITEM  1.  Legal  Proceedings                                                  16

ITEM  2.  Changes  in  Securities                                             16

ITEM  3.  Defaults  Upon  Senior  Securities                                  16

ITEM  4.  Submission of Matters to a Vote of Security Holders                 16

ITEM  5.  Other  Information                                                  16

ITEM  6.  Exhibits                                                            17


<PAGE>


                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

                               INVICTA GROUP INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)
==============================================================================

                                     ASSETS
                                                                      2004
                                                                  ------------

CURRENT  ASSETS:
----------------
   Cash and cash equivalents                                          $143,759
   Accounts Receivable                                                  10,135
   Prepaid Expenses                                                      7,270
                                                                  ------------
      TOTAL CURRENT ASSETS                                             161,164

   Property and equipment, net of accumulated depreciation
                                     of $730,807                       120,613

OTHER  ASSETS:
   Surety Bond Deposit                                                  71,410
   Security Deposits                                                     1,000
   Intangible  assets,  net  of  accumulated
   amortization of $ 4,125                                              83,375
                                                                  ------------
      TOTAL ASSETS                                                    $437,562
                                                                  ============

                      LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT  LIABILITIES
   Accounts payable and accrued liabilities                    $    $1,075,941
   Notes payable and convertible debentures                             99,127
   Deferred officer compensation                                       174,025
                                                                  ------------
      TOTAL CURRENT LIABILITIES                                      1,349,093
                                                                  ------------

LONG TERM  DEBT
   Notes Payable  - shareholders                                       296,149
   Convertible Debenture                                               280,800
                                                                  ------------
      TOTAL LIABILITIES                                              1,926,042
                                                                  ------------

SHAREHOLDERS  EQUITY:
   Preferred  stock  par  value  $.001  10,000,000  shares  authorized;
   none outstanding                                                          0
   Common  stock,  par  value  $  .001,  200,000,000  shares
   authorized, 63,722,279 issued and outstanding
                                                                        63,597
   Additional paid in capital                                        2,634,746
   Notes  receivable  related  to  stock  sales
   and Subscriptions Receivable                                       (110,000)
   Retained (Deficit)                                               (4,076,823)
                                                                  ------------
      TOTAL STOCKHOLDERS' EQUITY                                    (1,488,480)
                                                                  ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $    437,562
                                                                  ============


<TABLE>
<CAPTION>

                                          INVICTA GROUP INC.
                                CONSOLIDATED STATEMENT OF OPERATIONS
                                               (UNAUDITED)
==========================================================================================================
                                                                                THREE           THREE
                                                                             MONTHS ENDING   MONTHS ENDING
                                                                             SEPTEMBER 30,   SEPTEMBER 30,
                                                                                  2003            2004
                                                                              ------------    ------------
<S>                                                                                    <C>             <C>


REVENUES:
---------

   Revenues earned                                                            $      1,480    $    254,650

   Cost of sales                                                                                     4,825
                                                                              ------------    ------------

      GROSS PROFIT                                                                   1,480         249,825

   Selling, general, and administrative expenses                                   147,191         639,774
                                                                              ------------    ------------

      NET LOSS                                                                $   (145,711)   $   (389,949)
                                                                              ============    ============

   Net loss per share weighted average, basic and diluted
                                                                              $     (0.005)   $     (0.006)
                                                                              ============    ============

   Weighted average shares outstanding, basis and diluted                       31,732,200      60,567,999
                                                                              ============      ==========



</TABLE>


<TABLE>
<CAPTION>

                                              INVICTA GROUP INC.
                                     CONSOLIDATED STATEMENT OF OPERATIONS
                                                  (UNAUDITED)
==========================================================================================================
                                                                                NINE            NINE
                                                                             MONTHS ENDING   MONTHS ENDING
                                                                             SEPTEMBER 30,   SEPTEMBER 30,
                                                                                  2003            2004
                                                                              ------------    ------------
<S>                                                                           <C>             <C>

   Revenues earned                                                            $    14,906     $    631,956

   Cost of sales                                                                                     8,742
                                                                              ------------    ------------

      GROSS PROFIT                                                                 14,906          623,214

   Selling, general, and administrative expenses                                  425,103        1,840,692
   Asset impairment charge                                                                       1,023,753
                                                                              ------------    ------------

      NET LOSS                                                                $   (410,197)   $ (2,241,231)
                                                                              ============    ============

   Net loss per share weighted average, basic and diluted                     $     (0.013)   $     (0.040)
                                                                              ============    ============

   Weighted average shares outstanding, basic and diluted                       31,732,200      56,670,165
                                                                              ============    ============

</TABLE>


<TABLE>
<CAPTION>


                           INVICTA GROUP INC.
                   CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
==========================================================================================================

                                                                                  2004            2003
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
-----------------------------------------
   Net income                                                                 $   (410,197)   $ (2,241,231)
   Adjustments  to  reconcile  net  income  to  net
   cash  provided  by  operating  activities:
      Depreciation                                                                   6,000          45,420
      Amortization                                                                  32,400          10,575
      Asset impairment charge                                                                    1,023,753
      Stock issued for services                                                                    385,500
      Write off of receivable from affiliate                                                        14,600
      Changes  in  assets  and  liabilities:
         Accounts receivable and prepaid expenses                                   24,310         (10,135)
         Other assets                                                                             (163,091)
         Accounts payable & accrued liabilities                                    231,545         290,220
                                                                              ------------    ------------
                                                                                  (115,942)       (644,389)
                                                                              ------------    ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
:----------------------------------------
   Capital asset expenditures                                                         (600)        (26,789)

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
   Proceeds from long term debt                                                    196,103         350,305
   Proceeds from sale of comon stock                                                   800         589,595
   Payments on long term debt                                                      (77,202)       (485,558)
                                                                              ------------    ------------
                                                                                   119,701         454,342
                                                                              ------------    ------------

      NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                          3,159        (216,836)

CASH  AND  CASH  EQUIVALENTS
   BEGINNING OF THE PERIOD                                                           4,528         360,595
                                                                              ------------    ------------

   END OF THE PERIOD                                                          $      7,687    $    143,759
                                                                              ============    ============


CASH  PAID  DURING  THE  PERIOD  FOR:
   Interest (non capitalized)                                                 $          0    $      1,896
                                                                              ============    ============
   IncomeTaxes                                                                $          0    $          0
                                                                              ============    ============

NON-CASH  ACTIVITIES:
   Stock issued for acquisitions                                              $          0    $    510,000
                                                                              ============    ============
   Stock issued for deferred compensation payable                             $          0    $    621,225
                                                                              ============    ============
   Stock issued for stock subscriptions receivable                            $          0    $     77,000
                                                                              ============    ============



</TABLE>


          See accompanying notes to consolidated financial statements




                               INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


ITEM  A.
--------

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  nine and three month period ended
September  30,  2004  are  not necessarily indicative of the results that may be
expected  for  the  year  ended  December  31,  2004.

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,  2003.

NOTE B.   CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE NINE MONTHS ENDED SEPTEMBER
          ----------------------------------------------------------------------
30,  2004
---------
<TABLE>
<CAPTION>

                                                     Common Stock              Additional Paid
                                                 Shares          Amount        in capital                Deficit
                                               ----------      ------------    ---------------        -------------
<S>                                            <C>             <C>             <C>                    <C>


Balance  December  31,  2003                   34,629,970      $     34,637    $       815,386        $  (1,850,192)

Stock  issued  for  cash                       11,105,000            11,105            680,490

Stock  issued  for  legal,  consulting
  and  marketing  services                      8,640,000             8,640            341,860

Stock  issued  for  intangible  assets            350,000               350             34,650

Stock issued for acquisitions                   1,100,000             1,100            148,900

Stock  issued  to  officers  in  exchange
for  prior  years  deferred  compensation       7,765,312             7,765            613,460

Net  loss  for  the  nine  months  ended
September  30,  2004                                                                                     (2,241,231)
                                               ----------      ------------    ---------------        -------------

Balance  September  30,  2004                  63,590,282      $     63,597    $     2,634,746           (4,076,823)
                                               ==========      ============    ===============        =============

</TABLE>


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 September 30, 2004 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.

                               INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE  D.   ACQUISITIONS
           ------------

ISIP  Telecom,  Inc.
--------------------

On  January  8, 2004, the Company used the purchase method to acquire all of the
common  stock  of  ISIP  Telecom, Inc., a Florida Corporation formed in 2003, in
exchange  for  100,000  restricted  shares  of the Company's common stock with a
value  of  $.10  per share resulting in a total purchase price of $10,000.  ISIP
Telecom  is  a voice over internet protocol telecommunications company that will
market long distance services over the internet to worldwide telephones and will
be  sold  to  the  travel  industry.  The customers of ISIP pay a monthly fee in
advance  with  no  potential  for  refunds for a certain amount of long distance
minutes.  Revenue  is recognized upon the receipt of funds for the long distance
minutes purchased as there are no refunds.  At the end of any accounting period,
unearned  revenues,  if  any,  will  be  adjusted  for.  The  Company's  2004
consolidated  results include the operations of ISIP Telecom, Inc. from the date
of  acquisition.

Airplan,  Inc.
--------------

On  February 18, 2004, the Company acquired all of the outstanding capital stock
of  Airplan,  Inc.,  a Pennsylvania Corporation organized in 1989, for 1,000,000
shares  of  the  Company's  common stock of which 700,000 shares are restricted.
Additionally,  the  Company  will  guarantee  the  value  of  the stock given as
consideration to be at least $500,000 at 180 days after closing the transaction.
If  the value of the stock is less than $500,000, then additional shares will be
issued  based on the current market value to a total of $500,000.  Airplan, Inc.
is  involved  in  the  wholesale and retail travel industry.  Clients of Airplan
make  a  booking and send payment by credit card or check.  A ticket is produced
from  the  booking  information.  Revenue  is recognized upon the receipt of the
client's  payment  and a ticket is produced for the client's booking.  Sales for
published  and  unpublished  fares are recorded on a net basis.  The acquisition
was  accounted for as a purchase of a wholly-owned subsidiary and the results of
its operations were included in the consolidated results of the Company from the
date  of  acquisition.  In addition, the selling shareholders have a 5 year Earn
Out Agreement offering an earn out of 10% of EBITDA of Airplan, Inc. for each of
the  fiscal  years ending December 31, 2004 through December 31, 2008 which will
be  accounted  for  as  compensation  for  services.

The  acquisition  activity  for  the  nine  months  ended  September 30, 2004 is
summarized  in  the  following  table.  Property,  plant  and  equipment  of
approximately  $134,000  will  be  depreciated on a straight-line basis over a 5
year life.  All goodwill acquired has been written off during the quarter ending
March  31,  2004  as  an  impairment  loss.


Nine  Months  Ended
September  30,  2004  Activity
Assets  (Liabilities)                ISIP Telecom,                         Total
At Fair Value                        Inc.           Airplan, Inc.       Activity
------------------------------       ------------   -------------     ----------

Cash  and  other current assets      $          -   $     362,925     $  362,925

Property,  plant  equipment  - net              -         134,112        134,112

Purchased  goodwill                        10,000         925,078        935,078


                               INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



Accounts  payable  and
other current liabilities                      -        (922,115)      (922,115)
                                    ------------   -------------     ----------

Net  Assets Acquired                $     10,000   $     500,000     $  510,000
                                    ============   =============     ==========


Fair  values  were  determined  by  management's  estimates  without independent
appraisal.


The unaudited pro forma information for the nine months ended September 30, 2004
and  2003  assumes  the  acquisitions  occurred  as  of  the  beginning  of each
respective  year,  after  giving  effect  to  certain  adjustments,  including
amortization  and  depreciation based upon the adjustments to the fair values of
intangibles  and  property, plant and equipment acquired.  The pro forma results
have  been  prepared  for  comparative  purposes  only  and  are not necessarily
indicative  of  the  results  of operations that may occur in the future or that
would  have occurred had the acquisitions been effected at the beginning of each
period  presented.

Pro  Forma  Information  for  Acquisitions:

                                                     Nine  Months  Ended
                                                 Sept.  30,       Sept.  30,
                                                    2004             2003
                                                 -----------      ----------

     Gross  Revenues                             $   746,834       $ 564,562
     Net  Income (Loss)                           (2,257,895)       (689,785)
     Earnings  (Loss)  Per  Share                      (.040)          (.021)


NOTE  E.   INTANGIBLE  ASSETS
           ------------------

Intangible  assets  consist  of software and software enhancements purchased for
use  in  regards to the Company's web-site and search capabilities.  The Company
will amortize this software ratably over a 5-year period beginning July 1, 2004.

NOTE  F.   AMOUNTS  PAYABLE  FROM  PURCHASE  OF  AIRPLAN
           ---------------------------------------------

Included  in  accounts  payable and accrued liabilities is a payable of $360,000
resulting  from  the  purchase  of  Airplan.  The  payable  is  a  result of the
difference  in  the  purchase  price  of  $500,000 and the $140,000 value of the
1,000,000  shares  of stock issued at the time of the purchase.  The Company has
guaranteed  the  stock value to .50 per share, and must issued additional shares
to  compensate  the  sellers  for  any shortfall in the value of the stock as of
February  18,  2005.


                               INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE  G.   DEFERRED  OFFICER'S  COMPENSATION  AND  STOCK  OPTIONS
           ------------------------------------------------------

On  January  6, 2004, the Company entered into an agreement with its officers to
issue restricted common stock and options in lieu of the deferred salary owed to
the  officers.  The  board  approved  and  authorized  the issuance of 7,765,313
shares  of  its  common  stock, and granted options for and additional 3,882,656
shares,  in  exchange  for approximately $621,000 of deferred compensation.  The
stock  issued is restricted for one year.  The exercise price of the options are
$.25,  and  are  for  a  period  of  5  years.

NOTE  H.   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 $4,062,223 since inception and the Company
had negative working capital of $1,173,329 at September 30, 2004.  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 over
$690,000 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.


NOTE  I.   RESTATEMENT  OF  QUARTERLY  REPORTS
           -----------------------------------

The  Company has amended its prior quarterly filings for the quarter ended March
31,  2004,  and  June  30,  2004  as  follows:

Quarter  ending  March  31,  2004.  Originally  filed  on  May  17, 2004.  First
amendment  filed  on  June  17,  2004  to  include  the  term "unaudited" on the
financial  statement  headings.  Second  amendment  filed  on  October  14, 2004
recognizing  revenue on a net basis instead of on the gross method of reporting.


                               INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



Quarter  ending  June  30,  2004.  Originally  filed  on August 24, 2004.  First
amendment  filed  on  August  26,  2004  to  include the footnotes inadvertently
omitted  in  the  original  filing.  Second  amendment filed on October 14, 2004
recognizing  revenue on a net basis instead of on the gross method of reporting.

NOTE  J.   OTHER  MATTERS
           --------------

Airplan  Stock  Value  Guarantee:
On  September 2, 2004, the Company entered into an agreement for an extension of
time  to  guarantee  the  stock  value  for  the 1,000,000 shares issued for the
purchase  of  Airplan.  The  Company  had agreed to guarantee a value of .50 per
share  within 180 days of the original transaction or issue additional shares to
compensate  the  sellers  to  a  value of .50 per share.  The extension is valid
through  February  18,  2005.

ISIP  Telecom  Spinoff:

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.

NOTE  K.   SUBSEQUENT  EVENTS
           ------------------

Equity  Investment:
On  October  15,  2004, the Company received $50,000 as a prepayment to its SB-2
Registration.

SB-2  Approval:
On November 5, 2004, the Company received its approval for its SB-2 registration
becoming  effective  as  of  November  5,  2004. The Registration will allow the
Company  the  company  to  raise $3.3 million dollars over the next 24 months in
exchange  of  issuing  free  trading  shares.


ITEM  2.  MANAGEMENT  DISCUSSION  AND  ANALYSIS

BACKGROUND
----------

     INVICTA  GROUP  INC.  began  its  business  operations  in  July  2001 with
advertising of discount air travel tickets in newspapers in South Florida, which
resulted  in limited sales beginning in September of that year . See explanation
below of accounting treatment of reverse acquisition, which reflects no sales in
2001  based  on  the  results of operations of Casino Rated Players. Although it
introduced  its  web  site,  www.dontpayfullfare.com  in  January  2002,  ticket
                             -----------------------
sales  have  remained  confined primarily to the telephone from inception to the
date  hereof.  In  early  2002  Invicta  Group  initiated  negotiations  for the
acquisition  of  its  wholly  owned  subsidiary, Casino Rated Players, which was
completed  on  July  15,  2002.

ACQUISITIONS
------------

     CASINO  RATED  PLAYERS  began  its  operations  in July 2000, with sales of
airline tickets and tour packages. Casino Rated Players introduced its web site,
www.casinoratedplayers.com  ,  in  March  2001  but  did  not  generate  any
--------------------------
commission  revenues from casinos during that year. During 2001 and 2002, Casino
Rated Players revenues were derived almost entirely from sale of airline tickets
and  general  travel  packages, and not from what was intended to be its primary
focus  the  sale  of  casino  tour  packages,  which  it  has not had funding to
advertise.  During  2002,  Casino  Rated  Players earned approximately $1,800 in
casino  commissions  as  a  result  of  casino  patrons  who  discovered
casinoratedplayers.com by doing their own web searches. Invicta Group intends to
begin marketing Casino Rated Players casino travel packages in the month of June
2004 and expects casino travel package products and casino player commissions to
become  a  significant  part  of  its  business.

     The  acquisition  of Casino Rated Players by Invicta Group was treated as a
purchase in a reverse acquisition in which the subsidiary, Casino Rated Players,
is  the  survivor  for  accounting  purposes,  even  though Invicta Group is the
survivor  for  legal  purposes. Invicta Group issued 13,151,000 of its shares in
exchange  for  the issued and outstanding shares of Casino Rated Players held by
that  company's  stockholders and an additional one million shares to Mr. Forhan
in  payment  of $500,000 in accrued and unpaid compensation due to him from that
company; stock valued at $.50 per share.  Mr.  Forhan  joined  the management of
Invicta  Group.  Accordingly  The  results  of  operations  prior  to  July  15,
2002  presented  in  the  financial  statements  and  discussed  below  are  the
results  of Casino Rated Players only, which  commenced  its business on January
27,  2000. The following table presents information  to  assist  the  reader  in
understanding  the  historical  operations conducted  by  each  of Invicta Group
and Casino Rated Players, separately, even though  the  information  for Invicta
Group  prior  to  the  acquisition  is excluded from  the  financial  statements
presented  in  this  report  as  a  result  of  the
reverse  acquisition  accounting  treatment.


<TABLE>
<CAPTION>

            INVICTA  GROUP                          CASINO  RATED  PLAYERS
                            --------------          ----------------------

                   2001         2002         2003         2001         2002         2003
                ----------   ----------   ----------   ----------   ----------   ----------
<S>             <C>          <C>          <C>          <C>          <C>          <C>
Revenues        $        0   $    6,445   $    7,806   $  439,234*  $    1,800   $        0
Gross  profit   $        0   $    6,445   $    7,806   $   33,315   $    1,800   $        0


</TABLE>


*    Primarily  derived  from  sale  of  air  travel  and not the sale of casino
     packages.


     ISIP  TELECOM  GROUP  .was  acquired  January 9, 2004 for 100,000 shares of
     --------------------
restricted  shares of Invicta valued at $.10/share. ISIP provides the ability to
make  telephone calls worldwide using the internet, receiving clear reception at
low rates. The platform is based on Cisco Powered network with a robust platform
specifically  designed  to  accommodate  the  delivery of IP-based communication
services,  includes  long  distance,  IP  phone  and  enhanced  services.

February  25,  2004  ISIP  announced  a  strategic  technology  partner, Oronoco
Networks  Inc.  ISIP  VoIP services will be offered to Oronoco's 35,000 database
customers.

April  29,2004  ISIP Telecom, announced it had  finalized its interface with its
"IPhone" a USB connected telephone, and is ready to start marketing its products
in  North  and  South  America.

ISIP's  intention  is  to market to the 25,000 travel agents that Invicta has in
its  opt  in  data  base  through  our  subsidiary  Airplan. Invicta has already
mentioned the VoIP services, to several members of the travel industry, and they
are  keen  to  have  the  opportunity to market this inexpensive worldwide phone
service  The  retail  price  of  the phone is $49.99, which will include the USB
telephone and 200 long distance minutes to select cities in the world. The phone
and  service  can  be  purchased  online, and a listing of USA and International
rates:  www.isiptelecom.com
        -------------------

     AIRPLAN INC was acquired February 18,2004 for $500,000 in Invicta stock and
     -----------
acceptance  of  $440,000 debt; the shares issued were 1 million. If the value of
the  stock  is  not  $500,000 by February 18, 2005  (initial date was 8/18/2004,
revised  on 9/2/2004 to 2/18/2005) Invicta will issue additional shares totaling
$500,000;  the  number  shares  will be determined by the average stock price of
IVGA  February  7-18,  2005.

Established  in  1989,  Airplan  is  a  leading  international  Airline  Ticket
Consolidator  serving:  Europe,  Asia,  The Middle East, Africa and Australasian
areas.

Net  revenues  in  2003  were  $629,390  derived from gross sales of $7,849,047.

Airplan has over 6,500 customers (travel agents) that buy airline tickets online
24/7.  The  management is lead by John Latimer, a 20 year veteran in the airline
consolidator  industry,  John  will remain as President of Airplan and report to
David  Scott,  COO  of  Invicta  Group  Inc.

March  19,2004  Airplan announced the expansion into South America after signing
contracts  with  two  of South America's largest airlines. The contracts will be
added  to  Airplan  Inc.'s inventory of travel products on behalf of their 6,500
travel agents.TAM  BRAZILIAN is South America's second largest airline servicing
routes throughout Brazil, North America and the world. TAM currently operates an
impressive  fleet of 53 state-of-the-art airbus aircraft - the most modern fleet
in operation in the industry today. AEROLINEAS ARGENTINAS services South America
and the world, with routes to/from Asia, North America, Europe, and Australasia.

Airplan  is  one  of  the  leading  wholesale  sellers  of  discount tickets for
international  leisure  travel.  Offering  more  than  2  million  non-published
airfares on more than 27 major airlines, Airplan sells directly to travel agents
through  its  Call Center. Invicta intends to expand sales of discounted airline
tickets  to the travel agents (aka B2B) as well as immediately commence sales to
the  general  public  (aka  B2C).  Additionally,  we  foresee  that  opening two
retail/wholesale  offices, one in Los Angeles as the Pacific Rim gateway and the
other  in  Miami  as the Latin America gateway; within six months of acquisition
will  greatly  expand  the  Company's  abilities  to generate significantly more
business  across  all  time  zones.

Within  six months of the acquisition, the Company intends to add a full catalog
of  domestic  and international fares to Airplan's existing fare database.  This
will  broaden  the  range  of  airline  offerings  to  the  Company's  clients.

Within  the  first  12  months, the combined Company will sell its non-published
fares  through  the  internet  fortified  by  a  dynamic interface with the call
centers  that  will  allow  the  Company  to  increase  margins  significantly.
Additionally,  the  Company  will  have  the  resources  and  the  requisite
relationships  to  broaden the product-lines to generate revenue streams outside
airline  fares,  such  as:  insurance,  auto  rental  rates,  hotels  rates, and
cruises.

The  acquisition  activity for the 6 months ended June 30, 2004 is summarized in
the  following  table.  Property,  plant and equipment of approximately $534,000
will  be  depreciated  on  a  straight-line basis over a 5 year life.  Purchased
intangible assets of approximately $535,000 will be amortized on a straight-line
basis  over  lives  ranging  from  5  to  10 years (weighted average life of 8.8
years).


9  Months  Ended
Sept  30,  2004  Activity
Assets  (Liabilities)                ISIP Telecom,                      Total
At Fair Value                        Inc.            Airplan, Inc.    Activity
--------------------------           -------------   ------------    ----------

Cash and other current assets        $           -   $    362,925    $  362,925
Property, plant equipment - net                  -        134,112       134,112
Purchased intangible assets                 10,000        925,078       935,078
Accounts payable and other
current liabilities                              -       (922,115)     (922,115)
                                     -------------   ------------    ----------

Net  Assets  Acquired                $      10,000   $    500,000    $  510,000
                                     =============   ============    ==========


Fair  values  were  determined  by  management's  estimates  without independent
appraisal


NEW  SUBSIDIARY  START  UP
--------------------------

LAS  VEGAS  EXCITEMENT  INC.
----------------------------

     March  15,  2004/ Invicta Group Inc. announced the opening of its Las Vegas
office.  Invicta  is  setting  up  a inbound tour operation which will offer Las
Vegas  rooms,  car rentals, air transportation, show tickets, limos, sightseeing
tours  and  free  rooms to casino qualified players; reservations can be made by
phone  or  on  the internet 24/7.The name of the newest subsidiary is "Las Vegas
Excitement Inc." and can be found online at www.lasvegasexcitement.com. April 5,
                                            --------------------------
2004 Las Vegas Excitement Inc. announced it has entered into services agreements
with  18  hotels  in  Las  Vegas to provide hotel rooms for its packages to this
exciting  city.  Las  Vegas  Excitement  has also entered into arrangements with
various  sightseeing and tour operators who will provide tours by air, and motor
coach  and  private  limousines  to  the  various  sites in and around Las Vegas

REGISTRATIONS  APPROVED:
------------------------

     Invicta  filed  a  post  effective  amendment SB-2 Registration issuance of
12,000,000 shares of common stock, par value $.001. The SB-2 Registration became
effective on February 5, 2004. The selling price of the stock was $.11 per share
with  a  10%  increase or 10% decrease ($.10 - $.12 per share). The equity funds
were  used  for  Invicta's  working  capital.

REGISTRATIONS  PENDING:
-----------------------

     IVGA  filed a Registration for equity funding 5/25/04, and responded to the
SEC  comments  10/21/04  and  await  becoming  effective.  Invicta  Group,  Inc.
announced on June 7, 2004, it had entered into an agreement to obtain up to $3.3
million  in  institutional  funding.  In  connection with this funding, IVGA has
issued  the  investor  a  debenture  in  the amount of $300,000 and a warrant to
purchase 3,000,000 shares of common stock of IVGA that have an exercise price of
$1.00 per share. Upon each conversion of the debenture, the investor is required
to  exercise  a  portion of the warrant. The conversion price of the convertible
debenture  is  based  on  the  trading  price  of  IVGA's  common  stock.

SHARES  ISSUED  3RD  QUARTER:
-----------------------------

     IVGA  issued  4,525,000  shares  from July 1,2004 to September 30,2004. The
total  shares  outstanding  9/30/04  are  63,772,279. The shares issued were all
common  stock,  and  free  trading:

ISSUED  SHARES:

1)   200,000  S-8  shares  were  issued to two Advisory Directors for one year's
     service  on  the  IVGA  Advisory  Board.
2)   3,975,000  S-8  shares  were issued: 3,250,000 for consulting fees; 725,000
     for  legal  fees
3)   100,000  shares  were  issued  for  the  acquisition  of  ISIP Telecom Inc.
4)   250,000  shares were SB-2 shares that IVGA received $25,000 equity funding.

     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 September 30, 2004 were $254,650 as compared to revenues
of  $1,480  for  the  Quarter  ended  September  30,  2003. 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 increase  in  2004 over 2003
was  the  acquisition  of  Airplan  Inc.  on  2/18/04.

     Revenues  for 9 months of 2004 totaled $631,956 versus $14,906 for 9 months
2003.

     Revenues  of  Airplan  are  driven  principally by marketing to their 6,500
travel agents with Fax and Email communication of international airline seats on
sale.  Airplan  also  markets print ads in travel trade publications' generating
new  clients and revenues. Their revenues are generated from their B-2-B website
and  their  call  center  is  located  in  Pittsburgh,  PA.

COST  OF  REVENUES:
-------------------

     Revenues  are  the  net commission and fees from airline tickets and travel
products.  Net  recognition  of  revenues  eliminates  cost  of  revenues.

EXPENSES:
---------

     The  major  components  of selling, general and administrative expenses for
three  months ended September 30, 2004 are professional fees $53,469, payroll of
$252,461,  marketing  cost $132,000 . The total G&A expenses for the period were
$625,174.

NET  LOSSES:
------------

     Net  loss for the 3rd quarter ended September 30, 2004 was ($389,949); loss
per  share:  ($0.007)  compared  to  a  net  loss  of ($145,711); loss per share
($0.004)  for  the 3rd quarter September 30, 2003. The  loss was principally due
to  marketing  expenses  of  IVGA  and  its  subsidiaries.


PRO  FORMA  INFORMATION  FOR  ACQUISITIONS:

                                                   Nine  Months  Ended
                                              September 30,      September 30
                                                  2004               2003
                                              ------------       ------------

Net  Revenues                                 $    494,829       $    439,470
Net  Income  (Loss)                           $ (1,910,403)      $   (475,031)
Earnings  (Loss)  Per  Share                         (.037)             (.015)

FUNDING:
--------

     Invicta  raised $25,000 in the 3rd Quarter from private investors issuing a
Promissory  Note maturing December 31,2004; paying interest at 12% annually, and
offering  5  warrants  for  every dollar loaned to the company (exercise price 5
cents,  12  months  to  exercise  from  time of loan); total warrants issued are
125,000.

     Invicta  raised  $25,000  with sale of 250,000 shares of SB-2 stock at $.10
per  share.

     Invicta  raised  $130,800  from  a  Convertible  Debenture, payable in free
trading  stock  from  current  SB-2  Registration  filed  with  SEC.

LIQUIDITY:
----------

     At  September  30, 2004 and 2003, Invicta Group's current ratios were .352%
and .04% respectively. Invicta Group has not generated sufficient revenue in any
period  to  carry  its  costs of operations, realizing a negative cash flow from
operations  of  $216,836  for  9 months 2004 compared to a positive cash flow of
$3,159  for  September  30,  2003.  Invicta  Group  has  derived  its  liquidity
principally  from  a loan from Mr. Forhan in the amount of $320,671 in 2000; the
sale  of  its  common  stock  for  an  aggregate  of  $570,500 from 2000 - 2003.

CAPITAL  RESOURCES:
-------------------

     Invicta  Group  has  substantially  all  the  capital resources required to
conduct  its  core  business, consisting of its five web sites and search engine
for  air  fares,  casino  players,  cruise and tour packages, and travel related
services,  such  as  rental  cars  and  lodging  accommodations.  Invicta  Group
anticipates  $25,000  is  needed for capital resources in 2004. Invicta will use
the  equity  funding  generated  from  pending SB-2 Registration to invest up to
$25,000 in capital resources, expand its marketing activities with $ 70,000, and
$50,000  to  add  personnel.  IVGA  will  use the balance of funding for working
capital.

ITEM  3.  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.

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.


PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

None.

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

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits  and  Index  of  Exhibits

31.1(a)  and  (b)        Rule  13a-14(a)/15d-14(a)  Certifications  pursuant  to
                         Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1  and  32.2          Section  1350  Certification pursuant to Section 906 of
                         the  Sarbanes-Oxley  Act  of  2002.

(b)  Reports  on  Form  8-K.

On  August 24, 2004, the Company has amended its current report originally filed
on  June  30, 2004, in connection with its decision to unwind the acquisition of
the  assets  of  the Jamaican Travel Specialist, Inc. The Company has decided to
unwind  the  acquisition of the Jamaican, due to unresolved questions pertaining
to  the  financial  diligence  performed  by  the  Company.


                                   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:  November  15,  2004                  /s/  WILLIAM  FORHAN
                                            --------------------
                                            WILLIAM  FORHAN
                                            Chief  Executive  Officer


Date:  November  15,  2004                  /s/  David  Scott
                                            --------------------
                                            David  Scott
                                            Chief  Operating  Officer


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