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, 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 September 30, 2005:
 237,569,367
          shares
 
 Number
          of
          shares of Preferred Stock outstanding as of June 30, 2005:
 175,000
          shares
 
 
 
  **INDEX
                    TO FORM****10-QSB**Page
                    No.PART
                    IITEM
                    1. Financial StatementsBalance
                    Sheet
                1Statements
                    of Operations
                2-3Statements
                    of Cash Flows
                4-5Notes
                    to Financial Statements
                6-11ITEM
                    2. Management's Discussion and Analysis
                12-14ITEM
                    3. Quantitative and Qualitative Disclosures on Market
                    Risk
                15ITEM
                    4. Controls and Procedures
                15PART
                    IIITEM
                    1. Legal Proceedings
                16ITEM
                    2. Changes in Securities
                16ITEM
                    3. Defaults Upon Senior Securities
                16ITEM
                    4. Submission of Matters to a Vote of Security
                    Holders
                16ITEM
                    5. Other Information
                16ITEM
                    6. Exhibits
                17
   2
 *Index*




PART
        I
 
 ITEM
        1.
        FINANCIAL STATEMENTS
  **INVICTA
                      GROUP INC.****CONSOLIDATED
                      BALANCE SHEET****September
                      30, 2005****(UNAUDITED)****ASSETS**Current
                    assets:Advances
                      to affiliates
                  
                  
                  
                  
                  **$**
                  **21,887**Total
                      current assets
                  
                  
                  
                  
                  
                  **21,887**Property
                      and equipment, net of accumulated depreciationof
                      $36,091
                  
                  
                  
                  
                  
                  **27,431**Other
                      assets:Security
                      Deposits
                  
                  
                  
                  
                  
                  **1,500**Intangible
                      assets, net of accumulatedamortization
                      of $ 20,625
                  
                  
                  
                  
                  
                  **106,080**Total
                      Assets
                  
                  
                  
                  
                  **$**
                  **156,898****LIABILITIES
                      AND SHAREHOLDER'S EQUITY**Current
                      liabilities:Accounts
                      payable and accrued liabilities
                  
                  
                  
                  
                  **$**
                  **783,174**Accrued
                      expenses and other liabilities
                  
                  
                  
                  
                  
                  **496,057**Notes
                      payable and convertible debentures
                  
                  
                  
                  
                  
                  **565,663**Capital
                      lease obligations
                  
                  
                  
                  
                  
                  **80,899**Deferred
                      officer compensation
                  
                  
                  
                  
                  
                  **472,282**Total
                      current liabilities
                  
                  
                  
                  
                  
                  **2,398,075**Long-term
                      debtNotes
                      Payable - shareholders
                  
                  
                  
                  
                  
                  **325,066**Total
                      Liabilities
                  
                  
                  
                  
                  
                  **2,723,141**Shareholder's
                      equity:Preferred
                      stock par value $1 50,000,000 shares authorized;175,000
                      issued and outstanding
                  
                  
                  
                  
                  
                  **175,000**Common
                      stock, par value $ .0001, 1,000,000,000 sharesauthorized,
                      237,569,367 issued and outstanding
                  
                  
                  
                  
                  
                  **23,757**Additional
                      paid in capital
                  
                  
                  
                  
                  
                  **3,092,010**Retained
                      (Deficit)
                  
                  
                  
                  
                  
                  **(5,857,010**
                  **)**Total
                      shareholder's equity
                  
                  
                  
                  
                  
                  **(2,566,243**
                  **)**Total
                      Liabilities and Shareholders' Equity
                  
                  
                  
                  
                  **$**
                  **156,898**
   3
 *Index*
 **INVICTA
                    GROUP INC.****CONSOLIDATED
                    STATEMENT OF OPERATIONS****(UNAUDITED)****Three**
                
                **Three****Months
                    Ending**
                
                **Months
                    Ending****September
                    30,**
                
                **September
                    30,****2004**
                
                **2005**Revenues
                    earned
                
                
                
                
                **$**
                **254,650**
                
                **$**
                **16,608**Cost
                    of sales
                
                
                
                
                
                **4,825**Gross
                    profit
                
                
                
                
                
                **249,825**
                
                
                **16,608**Selling,
                    general, and administrative expenses
                
                
                
                
                
                **639,774**
                
                
                **142,243****Net
                    loss**
                
                
                
                
                **$**
                **(389,949**
                **)**
                **$**
                **(125,634**
                **)**Net
                    loss per share weighted average share, basicand
                    diluted
                
                
                
                
                
                **($0.006**
                **)**
                
                **($0.001**
                **)**Weighted
                    average shares outstanding, basis and diluted
                
                
                
                
                
                **60,567,999**
                
                
                **224,318,542**
 
  4
 *Index*
  **INVICTA
                      GROUP INC.****CONSOLIDATED
                      STATEMENT OF OPERATIONS****(UNAUDITED)****Nine
                      Months Ending**
                  
                  **Nine
                      Months Ending****September
                      30,**
                  
                  **September
                      30,****2004**
                  
                  **2005**Revenues
                      earned
                  
                  
                  
                  
                  **$**
                  **631,956**
                  
                  **$**
                  **98,041**Cost
                      of sales
                  
                  
                  
                  
                  
                  **8,742**
                  
                  
                  **4,151**Gross
                      profit
                  
                  
                  
                  
                  
                  **623,214**
                  
                  
                  **93,890**Selling,
                      general, and administrative expenses
                  
                  
                  
                  
                  
                  **1,840,692**
                  
                  
                  **822,025**Asset
                      impairment charge
                  
                  
                  
                  
                  
                  **1,023,753**(Loss)
                      from Operations
                  
                  
                  
                  
                  
                  **(2,241,231**
                  **)**
                  
                  **(728,135**
                  **)**Other
                      income and (expense)Interest
                      income
                  
                  
                  
                  
                  
                  
                  
                  
                  **566**Sale
                      of Intangible Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  **10,000****Net
                      loss**
                  
                  
                  
                  
                  **$**
                  **(2,241,231**
                  **)**
                  **$**
                  **(717,569**
                  **)**Net
                      loss per share weighted average share, basicand
                      diluted
                  
                  
                  
                  
                  
                  **($0.040**
                  **)**
                  
                  **($0.004**
                  **)**Weighted
                      average shares outstanding, basic and diluted
                  
                  
                  
                  
                  
                  **56,670,165**
                  
                  
                  **187,661,798**
   5
 *Index*
 **INVICTA
                        GROUP INC.****CONSOLIDATED
                        STATEMENT OF CASH FLOWS****(UNAUDITED)****Nine
                        Months Ending**
                    
                    **Nine
                        Months Ending****September
                        30,**
                    
                    **September
                        30,****2004**
                    
                    **2005**Cash
                      flows from operating activities:Net
                        income
                    
                    
                    
                    
                    **$**
                    **(2,241,231**
                    **)**
                    **$**
                    **(717,569**
                    **)**Adjustments
                        to reconcile net income to netcash
                        provided by operating activities:Depreciation
                    
                    
                    
                    
                    
                    **45,420**
                    
                    
                    **5,625**Amortization
                    
                    
                    
                    
                    
                    **10,575**
                    
                    
                    **12,375**Asset
                        impairment charge
                    
                    
                    
                    
                    
                    **1,023,753**Stock
                        issued for services
                    
                    
                    
                    
                    
                    **385,500**
                    
                    
                    **178,970**Write
                        off receivable from affiliate
                    
                    
                    
                    
                    
                    **14,600**Changes
                        in assets and liabilities:Accounts
                        receivable and prepaid expenses
                    
                    
                    
                    
                    
                    **(10,135**
                    **)**
                    
                    **12,990**Other
                        assets
                    
                    
                    
                    
                    
                    **(163,091**
                    **)**
                    
                    **30,294**Accounts
                        payable & accrued liabilities
                    
                    
                    
                    
                    
                    **290,220**
                    
                    
                    **214,023****(644,389**
                    **)**
                    
                    **(263,292**
                    **)**Cash
                        flows used in investing activities:Capital
                        asset expenditures
                    
                    
                    
                    
                    
                    **(26,789**
                    **)**
                    
                    **(6,880**
                    **)**Cash
                        flows used in financing activities:Proceeds
                        from long term debt
                    
                    
                    
                    
                    
                    **350,305**
                    
                    
                    **104,500**Proceeds
                        from sale of comon stock
                    
                    
                    
                    
                    
                    **589,595**
                    
                    
                    **181,937**Payments
                        on long term debt
                    
                    
                    
                    
                    
                    **(485,558**
                    **)**
                    
                    **(161,737**
                    **)****454,342**
                    
                    
                    **124,700**Net
                        change in cash and cash equivalents
                    
                    
                    
                    
                    
                    **(216,836**
                    **)**
                    
                    **(145,472**
                    **)**Cash
                        and cash equivalents, beginning of period
                    
                    
                    
                    
                    
                    **360,595**
                    
                    
                    **145,472**Cash
                        and cash equivalents, end of period
                    
                    
                    
                    
                    **$**
                    **143,759**
                    
                    **$**
                    **-****Additional
                        Cash Flow Information:****Cash
                        paid during the period for:**Interest
                        (non capitalized)
                    
                    
                    
                    
                    **$**
                    **1,896**IncomeTaxes
                    
                    
                    
                    
                    **$**
                    **0**
                    
                    **$**
                    **0****Non-Cash
                        Activities:**Stock
                        issued for acquisitions
                    
                    
                    
                    
                    **$**
                    **510,000**Stock
                        issued for deferred compensation payable
                    
                    
                    
                    
                    **$**
                    **621,225**
                    
                    **$**
                    **175,000**Stock
                        issued for stock subscriptions receivable
                    
                    
                    
                    
                    **$**
                    **77,000**
   6
 *Index*
 INVICTA
            GROUP,INC.
 NOTES
            TO
            FINANCIAL STATEMENTS
 SEPTEMBER
            30, 2005
 UNAUDITED
 
  NOTE
            A. BASIS
            OF PRESENTATION
 
 The
            accompanying unaudited condensed consolidated financial statements have
            been
            prepared in accordance with generally accepted accounting principles
            for interim
            financial information and with the instructions to Form 10-Q and Article
            10 of
            Regulation S-X. Accordingly, they do not include all of the information
            and
            footnotes required by generally accepted accounting principles for complete
            financial statements. In the opinion of management, all adjustments (consisting
            of normal recurring accruals) considered necessary for a fair presentation
            have
            been included. Operating results for the three month period ended September
            30,
            2005 are not necessarily indicative of the results that may be expected
            for the
            year ended December 31, 2005.
 
 For
            further information, refer to the consolidated financial statements and
            footnotes thereto included in the Registrant Company and Subsidiaries’ annual
            report on Form 10-K for the year ended December 31, 2004.
 
 NOTE
            B. CHANGES
            IN STOCKHOLDERS’ (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30,
            2005
  Common
                        Stock
                    Additional
                        PaidShares
                    
                    Amount
                    
                    in
                        Capital
                    
                    DeficitBalance
                        June 30, 2005
                    
                    
                    215,012,341
                    
                    $
                    21,501
                    
                    $
                    3,069,829
                    
                    $
                    (5,731,376
                    )Stock
                        issued in exchange for paymentof
                        convertible debentures
                    
                    
                    22,557,026
                    
                    
                    2,256
                    
                    
                    22,181Net
                        loss for the nine months endedSeptember
                        30, 2005
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (125,634
                    )Balance
                        September 30, 2005
                    
                    
                    237,569,367
                    
                    $
                    23,757
                    
                    $
                    3,092,010
                    
                    $
                    (5,857,010
                    )
  
 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, 2005 potentially dilutive securities
            consist
            of convertible debentures that could be converted into 433,666 common
            shares and
            options that could be converted into 3,882,656 common shares.
 
 7
 *Index*
  INVICTA
            GROUP, INC.
 NOTES
            TO
            FINANCIAL STATEMENTS
 SEPTEMBER
            30, 2005
 UNAUDITED
 
  NOTE
            D. ACCOUNTS
            PAYABLE - AIRPLAN ACQUISITION
 
 As
            a
            result of the Company’s $500,000 stock payment for the purchase of Airplan, and
            guaranteeing the value of the stock price, the Company recorded a $360,000
            accounts payable that represented the difference between the $500,000
            purchase
            price, and the $140,000 value of the 500,000 shares issued at the date
            of
            acquisition. The
            purchase included a 5-year employment agreement with the seller as part
            of the
            purchase. Because of the seller’s resignation in November 2004, and the
            corresponding loss of business and eventual closing of the Airplan operation,
            the Company is disputing the balance due, and considering the purchase
            fully
            paid to the seller. The payable of $360,000 will be removed from the
            Company’s
            financial statements in the 4 th quarter
            of 2005.
 
 
 NOTE
            E. DEFERRED
            OFFICER’S COMPENSATION
 
 In
            exchange for deferred compensation due to the officers of the corporation,
            the
            Company issued 175,000 shares of series B Convertible Preferred Stock
            at $1.00
            per share reducing compensation due to the officers by $175,000.
  Each
            share of the series B Preferred Stock is convertible into fifty (50)
            shares of
            the Corporation’s Common Stock. Holders of the series B Preferred
            Stock shall be entitled to one thousand votes for each share of Series
            B Preferred Stock held of record on all matters submitted to a vote of
            stockholders and may not cumulate their votes for the election of directors.
 
 
 NOTE
            F. CAPITAL
            LEASE
 
 The
            capital lease liability is for leased phone equipment for Aiplan that
            was to
            expire on March 31, 2005. Since the Company did not notify the lessor
            in writing
            of its intent to cancel the lease was automatically renewed for a period
            of two
            years. The lessor has confirmed receipt of a verbal cancellation notice,
            but is
            still contending no written cancellation was received. Because of this
            the
            Company is disputing this amount. Management has forwarded the Company’s
            current financial information to the lessor’s attorneys indicating that no
            assets exist to pay this liability, and since the operations of the Company
            have
            been ceased they have requested them to stop pursuing payment on this
            amount.
            Management plan to remove the liability effective December 31,
            2005.
 
 
 NOTE
            G. NOTES
            PAYABLE - SHAREHOLDERS
 
 Note
            payable to shareholders, uncollateralized, payable on the first month
            after the
            Company has received $1,000,000 in equity funding in monthly installments
            of
            approximately $20,000. Invicta is in default on the payments to shareholders
            due
            to a cash flow shortage. Shareholder recognizes default status and will
            accept
            7% interest on note from 1/2/05 until paid in full. The Company plans
            to begin
            these payments as soon as the necessary cash flow is available which
            management
 
 8
 *Index*
  INVICTA
            GROUP, INC.
 NOTES
            TO
            FINANCIAL STATEMENTS
 SEPTEMBER
            30, 2005
 UNAUDITED
 
  expects
            to be in 2006. Therefore, the entire balance of $ 276,977 is classified
            as
            long-term debt for 2004 and $344,146 for 2003. Invicta owes seller of
            Airplan, Inc. $60,000, but does not intend to pay due to termination
            of
            employment contract.
 
 
 NOTE
            H. SPINOFF
            OF SUBSIDIARY - ISIP TELECOM, INC.
 
 On
            July
            2, 2004, Invicta Group, Inc.’s board of directors approved a spin-off of its
            subsidiary ISIP Telecom, Inc. Shareholders of record as of August 20,
            2004 will
            receive 1 share of ISIP Telecom, Inc., for every 5 shares owned in Invicta
            Group, Inc. Invicta Group, Inc. will maintain a 25% ownership in ISIP
            Telecom,
            Inc.
 
 All
            activities of ISIP Telecom commenced after the issuance of the stock
            to
            shareholders of Invicta Group, Inc., resulting in an allocation of 25%
            of the
            loss of $14,560 to the Invicta Group, Inc.
  Invicta
            will officially spinoff ISIP at 12/31/04 year end and will be issued
            6 million
            shares of restricted stock for payment of the Spin Off.
 
 
 NOTE
            I. INCREASE
            IN CAPITAL STOCK
  The
            Company adopted the Amendment to increase its authorized capital stock
            by
            authorizing an increase in Common Stock to 1 Billion shares of Common
            Stock and
            Preferred Stock to 50,000,000 shares. The majority stockholders of the
            Company
            as of February 8, 2005, have consented to the increase in authorized
            shares of
            Common Stock, which will became effective on February 28, 2005 (the "Effective
            Date").
 
 
 NOTE
            J. SALE
            of CASINO RATED PLAYERS
 
 The
            company sold subsidiary Casino Rated Players 9/30/2005 for 4 million
            shares of
            Casino Players Inc. stock. Casino Players filed a Registration 11/7/2005
            with
            the SEC for approval to become a public company. Upon effective date,
            Casino
            Players Inc. will trade on the Pink Sheets and add value to Invicta’s Balance
            Sheet.
  
 NOTE
            K. 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 $5,857,010 since inception and the Company
            had
            negative working capital of $2,331,442 at September 30, 2005. These factors
            raise substantial doubt about the Company’s ability to continue as a going
            concern.
 
 The
            Company’s existence is dependent upon management’s ability to develop profitable
            operations and resolve its liquidity problems. During the next 12 months,
            management does not believe that it will be able to generate cash sufficient
            to
            support its operations. As a result, the Company’s ability to continue as a
            going concern is contingent upon its ability to secure equity funding,
            financing
            and to attain profitability. Management has raised $101,500 in equity
            funding in
            2005 and it has entered into a securities purchase agreement with Golden
            Gate
            Investors, Inc. in connection with the sale of (i) $300,000 in convertible
            debentures and (ii) warrants to buy
 3,000,000
            shares of our common stock. In addition, management plans to continue
            to look
            for acquisitions to enhance profitability. Management feels the synergy
            of the
            subsidiaries will create profitability in the future.
 
 Management
            feels that its equity and financing plans will provide the working capital
            to
            allow it to continue as a going concern, however, there can be no assurances
            the
            Company will be successful in its efforts to secure additional equity
            funding,
            financing or attain profitable operations. The accompanying consolidated
            financial statements do not include any adjustments that might result
            should the
            Company be unable to continue as a going concern.
  9
 *Index*
 
 ITEM
        2.
        MANAGEMENT DISCUSSION AND ANALYSIS
  **MANAGEMENT'S
          DISCUSSION AND ANALYSIS**
 **3rd
          Quarter 2005**
 
 **Background**
 
 **Invicta
          Group Inc** .
          has a
          management team experienced in the Travel and Gaming Industries. Invicta
          began
          its business operations in July 2001 with advertising International discounted
          airline tickets online and in local newspapers, with the goal to become
          a public
          company and raise the funds needed to upgrade the website, brand the name,
          and
          implement the business plan. Invicta became a public company August 16,
          2003,
          and began trading OTCBB 11/6/03. Invicta began its business plan Jan 2,
          2004:
          January 8 th acquired
          a VoIP Telecom company, February 17th Invicta acquired an Air Consolidator
          company, March 15th announced the opening of our Las Vegas office and start-up
          subsidiary Las Vegas Excitement, and August 15th started a cruise agency
          named
          Cruise Excitement. The company was under capitalized through out 2004;
          Invicta
          Registered 113,625,000 shares of stock to be sold in an effort to raise
          working
          capital. The company raised $1,503,595, not enough money to brand the
          subsidiaries successfully. The financial results for 2004 showed Sales
          exceeding
          $10 million, Revenues of $734,402 and Operating Losses of $1,970,734. The
          company also wrote off all of the Intangible Assets of $1,322,221 totaling
          losses for 2004 at $3,292,955.
  **Current
          Operations**
 
 Invicta’s
          revenues have ceased due to continued shortage of working captal. The lack
          of
          working capital has forced the company to close operations of all subsidiaries
          except Casino Rated Players. Invicta’s cash shortage has left the company
          without advertising dollars to invest in its other subsidiaries. The company
          has
          laid off all employees and management continues to work on the creation
          of the
          new business model: an Internet media company that Emails 40 million travel
          enthusiasts travel discounts: www.travelhotlink.com
 
 **Sale
          of Casino Rated Players.**
 
 Invicta
          has sold its subsidiary Casino Rated Players for 4 million shares of Casino
          Players Inc. on 9/30/2005. Casino Players filed a Registration with the
          SEC on
          November 8, 2005 to become a public company The stock received from Casino
          Players Inc. will be added to Invicta’s Balance Sheet when it becomes public and
          starts trading on the Pink Sheets.
 
 **New
          Business Model**
 
 The
          future of IVGA. Is Travel Hot Link , 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 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. The
          business plan has not kicked off, and will be on hold until th company
          is
          current with financial filings with the SEC. IVGA will file for OTCBB trading
          approval and seek equity funding to restart the company.
  10
 *Index*
  **Shares
          Issued in 3rd Quarter 2005**
  IVGA
          issued 22,557,026 shares, from July 1, 2005 to September 30, 2005
  1)
                22,557,026
                    shares funding for working
                    capital..............$24,437
 
 Shares
          outstanding 9/30/2005 total 237,569,367
  
 **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, 2005 were $16,608 compared to revenues of $254,650
          for the
          Quarter ended September 30, 2004. The nine month comparisons were: Revenues
          for
          nine months ending 9/30/2005 were $98,041 compared to $631,956 for nine
          months
          ending 9/30/2004. **** The
          primary reason for the decrease in 2005 over 2004 was the lost airline
          contracts
          from Airplan Inc.
  **Expenses**
 
 The
          major
          components of general and administrative expenses for three months ended
          September 30, 2005 vs. September 30,004: Payroll was $87,000 vs.
          252,461; **** Marketing
          $2,500 vs. $132,000; Professional fees were $31,000 vs. $31,500. The total
          G&A expenses for the three months 9/30/2005 were $142,242 compared to
          $639,774 three month period in 2004. The nine month G&A expenses for
          9/30/2005 were $822,025 compared to $1,840,692 for nine months
          2004.
 
 **Net
          Losses**
 
 Net
          losses
          for the Quarter ended September 30, 2005 were ($125,634); loss per share
          was
          ($0.001 **)** compared
          to a net loss of ($389,9491) September 30,2004 and loss per share ($0.006)
          for
          the Quarter ended September 30, 2004. The nine month losses 9/30/2005 were
          ($717,569) versus losses of ($2,241,231) for the same period 2004; loss
          per
          share ($.004) nine months 2005 vs. ($.040) in 2004.
  **Funding**
 
 Invicta
          raised $24,437 in 3rd Quarter 2005 from the sale of stock.
  **Liquidity**
  As
          of
          September 30, 2005 and September 30, 2004, Invicta Group's current ratios
          were
          (0.009) and (0.013) respectively **.** Invicta
          Group has not generated sufficient revenue in any period to carry its costs
          of
          operations. Invicta Group has derived its liquidity principally from the
          sale of
          stock in 2005.
  Invicta
          is in default of Debentures totaling $59,600; funds are not available for
          payments.
  **Capital
          Resources**
 
 Invicta
          Group
          Inc. anticipates $300,000 is needed for capital resources in 2005, to continue
          updating the new website : www.travelhotlink.com
 11
 *Index*
  ITEM
          3.
          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK:
 
 We
          do not
          have any material risk with respect to changes in foreign currency
          exchange rates, commodities prices or interest rates. We do not believe that
          we
          have any other relevant market risk with respect to the categories intended
          to be discussed in this item of this report.
  ITEM
        4.
        CONTROLS AND PROCEDURES
 
 Invicta
        Group's Chief Executive Officer and Chief Financial Officer, after evaluating
        the effectiveness of Invicta Group's disclosure controls and procedures
        (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
        Act of 1934, as amended) as of the end of the period covered by this report,
        (the "Evaluation Date"), have concluded that, as of the Evaluation Date, Invicta
        Group's disclosure controls and procedures were effective to ensure the timely
        collection, evaluation, and disclosure of information relating to Invicta Group
        that would potentially be subject to disclosure under the Securities Exchange
        Act of 1934, as amended, and the rules and regulations promulgated under
        the
        Act. There were no significant changes in Invicta Group's internal controls
        or in other factors that could significantly affect the internal controls
        subsequent to the Evaluation Date.
  
 PART
        II.
        OTHER INFORMATION
 
 Item
        1.
        Legal Proceedings
 
 Invicta
        received on 1/15/05 a law suit from the owners of Jamaican Travel Services
        claiming a Breach of Purchase and Employment Contract with Invicta. Invicta
        entered a Purchase Agreement with Jamaican Travel 6/12/04 and rescinded the
        Agreement due to lack of due diligence information on 8/22/04. Invicta and
        its
        officers are being sued. Invicta has hired legal counsel in California to
        defend
        the allegations. A trial date has not been set. The Company expects a trial
        date
        in late 2005 or early 2006. ****
 
 Item
        2.
        Changes in Securities
 
 None
 
 Item
        3.
        Defaults Upon Senior Securities
 
 None.
 
 Item
        4.
        Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
        5.
        Other Information
 
 Filed
        September 19,2005
  Invicta
        has
        changed, effective September 19, 2005, its Certifying Accountant from Larry
        Wolfe, C.P.A. to Baum and Company, P.A. The change in accountants was
        recommended and approved by the audit committee of the Board of
        Directors.
  12
 *Index*
 
 ITEM
        6.
        EXHIBITS AND REPORTS ON FORM 8-K.
 
 Filed
        September 19, 2005
  **Item
        4.01. Change in Registrant’s Certifying Accountant**
  Registrant
        has changed, effective September 19, 2005, its Certifying Accountant from
        Larry
        Wolfe, C.P.A. to Baum and Company, P.A. The change in accountants was
        recommended and approved by the audit committee of the Board of
        Directors.
  The
        principal
        accountant's reports on the financial statements of the Registrant since
        their
        engagement contained no adverse opinion or a disclaimer of opinion, nor was
        qualified or modified as to uncertainty, audit scope, or accounting principles,
        except for the expression of substantial doubt about the Registrant’s ability to
        continue as a going concern.
  During
        the
        two most recent fiscal years and all subsequent interim periods preceding
        its
        resignation, there were no disagreements with Larry Wolfe, C. P. A. on any
        matter of accounting principles or practices, financial statement disclosure,
        or
        auditing scope or procedure, which disagreements, if not resolved to the
        satisfaction of Larry Wolfe, C. P. A. would have caused it to make reference
        to
        the subject matter of the disagreements in connection with its report.
 
 13
 *Index*
 SIGNATURES
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has duly caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized.
  INVICTA
                  GROUP INC.
                (Registrant)Date:
                October 21, 2005
              By:
              /s/ WILLIAM
                FORHANWILLIAM FORHAN
                Chief
                  Executive Officer
 
 Date: October 21, 2005
                By:
                /s/ David ScottDavid Scott
                  Chief Operating Officer
 14