U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                AMENDMENT NO. 1


[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  for  the  quarterly  period  ended  June  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 August 20, 2004: 61,322,279
shares

Number  of  shares  of  preferred  stock outstanding as of August 20, 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                                  6-8

ITEM  2.  Management's  Discussion  and  Analysis                          9-13

ITEM  3.  Controls  and  Procedures                                          13

ITEM  4.  Quantitative and Qualitative Disclosures on Market Risk            13


PART  II

ITEM  1.  Legal  Proceedings                                                 14

ITEM  2.  Changes  in  Securities                                            14

ITEM  3.  Defaults  Upon  Senior  Securities                                 14

ITEM  4.  Submission of Matters to a Vote of Security Holders                14

ITEM  5.  Other  Information                                                 14

ITEM  6.  Exhibits                                                           14



<PAGE>

                         Part  I.  FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS


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

                                     ASSETS

Current  assets:
   Cash and cash equivalents                                    $      333,294
   Prepaid Expenses                                                      4,089
                                                                --------------
      Total current assets                                             337,383

Property and equipment, net of accumulated depreciation
of $725,276                                                            508,400

Other  assets:
   Surety Bond Deposit                                                  71,410
   Security Deposits                                                     1,000
   Intangible assets, net of accumulated
   amortization of $ 95,074                                            684,803
                                                                --------------
      Total Assets                                              $    1,602,996
                                                                ==============

                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current  liabilities:
   Accounts payable and accrued liabilities                     $      771,007
   Notes payable and convertible debentures                             74,661
   Deferred officer compensation                                       112,025
                                                                --------------
      Total current liabilities                                        957,693


Long-term  debt
   Notes Payable  - shareholders                                       324,031
   Convertible Debenture                                               150,000
                                                                --------------
      Total Liabilities                                              1,431,724
                                                                --------------

Shareholder's  equity:
   Preferred stock par value $.001 10,000,000 shares authorized;
   none outstanding                                                          0
   Common stock, par value $ .001, 90,000,000 shares
   authorized, 59,065,282 issued and outstanding                        59,072
   Additional paid in capital                                        3,284,771
   Notes receivable related to stock sales and
   Subscriptions Receivable                                           (460,000)
   Retained (Deficit)                                               (2,712,571)
                                                                --------------
      Total shareholder's equity                                       171,272
                                                                --------------
      Total Liabilities and Shareholders' Equity                $    1,602,996
                                                                ==============


1
<PAGE>

<TABLE>
<CAPTION>


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

   Revenues earned                                                            $     10,337    $  3,858,568
   Cost of sales                                                                                 3,613,000
                                                                              ------------    ------------
      Gross profit                                                                  10,337         245,568

   Selling, general, and administrative expenses                                   131,926         633,171
                                                                              ------------    ------------

      NET LOSS                                                                $   (121,589)   $   (387,603)
                                                                              ============    ============

   Net loss per share weighted average share, basic and diluted               $     (0.004)   $     (0.007)
                                                                              ============    ============

   Weighted average shares outstanding, basis and diluted                       31,682,200      55,421,051
                                                                              ============    ============

</TABLE>

2
<PAGE>


<TABLE>
<CAPTION>


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

   Revenues earned                                                            $     13,426    $  6,071,979
   Cost of sales                                                                                 5,698,590
                                                                              ------------    ------------
      Gross profit                                                                  13,426         373,389

   Selling, general, and administrative expenses                                   277,912       1,235,768
                                                                              ------------    ------------

      NET LOSS                                                                $   (264,486)   $   (862,379)
                                                                              ============    ============

   Net loss per share weighted average share, basic and diluted               $     (0.008)   $     (0.016)
                                                                              ============    ============

   Weighted average shares outstanding, basic and diluted                       31,682,200      52,296,068
                                                                              ============    ============


</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>



                                              INVICTA GROUP INC.
                                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                                 (UNAUDITED)
==========================================================================================================
                                                                                  SIX             SIX
                                                                             MONTHS ENDING   MONTHS ENDING
                                                                                JUNE 30,        JUNE 30,
                                                                                  2003            2004
                                                                              ------------    ------------
<S>                                                                           <C>             <C>

Cash  flows  from  operating  activities:
   Net income                                                                 $   (264,486)   $   (862,379)
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                                   4,500          39,890
      Amortization                                                                  21,600          27,900
      Stock issued for services                                                                    317,500
      Changes  in  assets  and  liabilities:
         Accounts receivable and prepaid expenses                                   27,624
         Other assets                                                                             (154,910)
         Accounts payable & accrued liabilities                                    149,845         283,286
                                                                              ------------    ------------
                                                                                   (60,917)       (348,713)
                                                                              ------------    ------------

Cash  flows  used  in  investing  activities:
   Capital asset expenditures                                                                       (9,046)

Cash  flows  used  in  financing  activities:
   Proceeds from long term debt                                                    147,496         184,000
   Proceeds from sale of comon stock                                                   800         593,095
   Payments on long term debt                                                      (77,202)       (446,637)
                                                                              ------------    ------------
                                                                                    71,094         330,458
                                                                              ------------    ------------

      Net change in cash and cash equivalents                                       10,177         (27,301)

Cash and cash equivalents, beginning of period                                       4,528         360,595
                                                                              ------------    ------------

Cash and cash equivalents, end of period                                      $     14,705    $    333,294
                                                                              ============    ============

ADDITIONAL  CASH  FLOW  INFORMATION:
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    $    452,000
                                                                              ============    ============

</TABLE>

4
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                  (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 six and three month period ended June
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 SIX MONTHS ENDED JUNE 30,
          ----------------------------------------------------------------------
          2004
          ----


<TABLE>
<CAPTION>

                                                     Common Stock              Additional Paid
                                                 Shares             $          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                       10,855,000            10,855          1,034,240

Stock issued for legal, consulting
and  marketing  services                        4,365,000             4,365            278,135

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

Stock issued for acquisitions                   1,100,000             1,100            508,900

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

Net loss for the six months ended
June  30,  2004                                                                                            (862,379)
                                               ----------      ------------    ---------------        -------------

Balance  June  30,  2004                       59,065,282      $     59,072    $     3,284,771        $  (2,708,571)
                                               ==========      ============    ===============        =============

</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  June  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.

5
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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  fares result in commission income for Airplan.  Sales for unpublished
fares  are  recorded  as  gross  sales.  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 six 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).


Six  Months  Ended
June  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                  -        534,112       534,112

Purchased  intangible  assets               10,000        525,078       535,078

6
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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.

A  description  of  the  purchased  intangible  assets  is  as  follows:

Domain  Name                         $  20,000
Internet  Websites  (2)                 35,000
Customer  Database                     300,000
Airline  Contracts                     130,078
Trademark                               50,000
                                     ---------

Total Purchased Intangible Assets    $ 535,078
                                     =========

The  unaudited  pro forma information for the six months ended June 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:

                                                     Six  Months  Ended
                                                 June  30,          June  30,
                                                   2004               2003
                                                ----------         ----------

     Gross  Revenues                            $8,082,843         $4,903,966
     Net  Income  (Loss)                          (918,043)          (475,031)
     Earnings  (Loss)  Per  Share                    (.018)             (.015)


NOTE  E.  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.

7
<PAGE>

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


NOTE  F.  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 $2,708,571 since inception and the Company
had  negative working capital of $620,310 at June 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
$500,000 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.


8
<PAGE>


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS

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.

9
<PAGE>

     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 Invicta will issue additional
shares  .Established  in 1989, Airplan is a leading international Airline Ticket
Consolidator  serving:  Europe,  Asia,  The Middle East, Africa and Australasian
areas.  Revenues  in  2003 exceeded $7 million. 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).

10
<PAGE>

3  Months  Ended
March  31,  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               -        534,112       534,112
Purchased  intangible  assets               10,000        525,078       535,078
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
will  be  used  for  Invicta's  working  capital.

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

     IVGA  filed a Registration for equity funding 5/25/04, and responded to the
SEC  comments  7/20/04  and  await  further  comments before 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  2ST  QUARTER:
-----------------------------

     IVGA  issued  7,305,000 shares from April 1,2004 to June 30,2004. The total
shares  outstanding  6/30/04  are  59,197,279. The shares issued were all common
stock,  and  were  a  combination  of  restricted  and  free  trading:

     ISSUED  SHARES:

1)   7,075,000  SB-2  shares  were  sold,  netting  $707,500 for working capital
2)   1,300,000  S-8 shares were issued: 900,000 for consulting fees; 400,000 for
     legal
3)   100,000  Restricted  Shares were issued for the acquisition of ISIP Telecom
     Inc.

     The  following  discussion  and analysis should be read in conjunction with
Invicta  Group's consolidated financial  statements  included  in  this  report.

11
<PAGE>

RESULTS  OF  OPERATIONS:
------------------------

REVENUES:
---------

     Revenues  for  the  quarter  ended June 2004 were $3,858,568 as compared to
revenues  of  $10,337  for the Quarter ended June 30, 2003. The revenues in both
periods  were  derived principally from the sale of airline tickets. The primary
reason  for  the  increase in 2004 over 2003 was the acquisition of Airplan Inc.
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  gross  sales  earned  from  airline  tickets and travel
products, and the cost of revenues are the net fares charged by the airlines and
travel suppliers. The net fare cost  for 2nd quarter 2004 was 93.7% of revenues.
The  competitive  market  place and airlines fare price wars has decreased gross
operating  profits margins from 9% to 6%. Management will seek to add new travel
products: hotels, cruise, tour packages, and car rental services in an effort to
increase  margins  and  enhance  revenues.

EXPENSES:
---------

     The  major  components  of selling, general and administrative expenses for
three  months  ended  June  30,  2004  are professional fees $40,633, payroll of
$245,705,  marketing  cost  $67,583,  start up expense of the new subsidiary Las
Vegas  Excitement  Inc. totaling $67,583 . The total G&A expenses for the period
were  $629,171.

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

     Net  loss  increased  for  the 2nd quarter ended June 30, 2004 to $387,603;
loss  per share: ($0.007) compared  to  a  net  loss of $121,589; loss per share
($0.004) for the 2nd quarter June 30, 2003. The increase in loss was principally
due  to professional fees, marketing expense, start up expense of subsidiary Las
Vegas  Excitement  Inc.  and  gross margin decrease of 3% on airline tickets vs.
same  period  2003.  Competition  from  the  airlines  and air consolidators has
resulted  in  aggressive  pricing  in an effort to capture business and increase
market  share.

PRO  FORMA  INFORMATION  FOR  ACQUISITIONS:

                                    Six  Months  Ended
                                  June  30,      June  30
                                    2004           2003
                                 ----------     ----------

Gross  Revenues                  $8,802,843     $4,903,966
Net  Income  (Loss)                (918,043)      (475,031)
Earnings  (Loss)  Per  Share          (.018)         (.015)

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

     At  June  30,  2004  and 2003, Invicta Group's current ratios are .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  $348,713  for  6 months 2004 compared to a negative cash flow of
$60,917  for  June 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 of Invicta Group Inc. and Casino Rated Players for an aggregate of
$493,700  in  2000  thru  2002,  $76,800  raised in 2003 from the sale of common
stock,  deferred  executive  compensation of $668,250 through December 31, 2003;
and $1,121,500 equity funding from the sale of 11,275,000 shares of common stock
in  the  first  and  second  quarter  of  2004.

     Invicta  Group  owes  $297,403  to Mr. Forhan for loan repayments.  Invicta
Group  will  not  make  payments  to Mr. Forhan  until it has obtained more than
$1  million  from  the  sale  of  its  shares;  and  has sufficient cash flow to
operate  IVGA.

12
<PAGE>

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  $50,000  is  needed for capital resources in 2004. Invicta will use
the  equity  funding  generated  from  pending SB-2 Registration to invest up to
$50,000 in capital resources, expand its marketing activities with $150,000, and
$200,000  to  add  personnel.  IVGA  will  use  the balance of funding to target
acquisitions  of  airline  consolidators,  tour operators, casino representative
companies  and  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.

ITEM  4.  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.

13
<PAGE>

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  June  30,  2004,  the  Company  filed  a  current report on form 8-K in
connection  with  the  acquisition  of  all  of  the  assets  of Jamaican Travel
Specialist,  Inc.

14
<PAGE>

                                   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:  August  26,  2004


                                   /s/  WILLIAM  FORHAN
                                   --------------------
                                   WILLIAM G. FORHAN
                                   Chief Executive Officer


Date:  August  26,  2004


                                   /s/  David  Scott
                                   -----------------
                                   David  Scott
                                   Chief Operating Officer