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

                                  FORM 10-QSB/A


[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  for  the  quarterly  period  ended  March  31,  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                                            91-2051923
 (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 May 1, 2004: 52,392,279
shares

Number  of  shares  of  preferred  stock  outstanding  as of  May 15, 2004: None



                                        1
<PAGE>



                              INDEX TO FORM 10-QSB

                                                                        Page No.
                                                                        --------
PART I

ITEM 1.     Financial Statements

            Balance Sheet                                                      3
            Statements of Operations                                           4
            Statements of Cash Flows                                           5

            Notes to Financial Statements                                    6-8

ITEM 2.     Management's Discussion and Analysis                            9-12

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                                                          15


                                        2
<PAGE>

ITEM  1.  FINANCIAL  STATEMENTS


<TABLE>
<CAPTION>

                               INVICTA GROUP INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                    UNAUDITED
================================================================================
<S>                                                                  <C>


                                     ASSETS

Current  assets:
   Cash and cash equivalents                                         $   319,826
   Prepaid Expenses                                                        4,089
                                                                     -----------
      Total current assets                                               323,915

Property and equipment, net of accumulated depreciation
of $ 694,946                                                             131,685

Other  assets:
   Surety Bond Deposit                                                    71,410
                                                                     -----------
      Total Assets                                                   $   527,010
                                                                     ===========

                    LIABILITIES AND SHAREHOLDERS' (DEFICIT)

Current  liabilities:
   Accounts payable and accrued liabilities                          $ 1,038,115
   Notes payable and convertible debentures                              107,999
   Deferred officer compensation                                          85,025
                                                                     -----------
      Total current liabilities                                        1,231,139

Long-term  debt
   Notes Payable - shareholders                                          369,549
                                                                     -----------
      Total Liabilities                                                1,600,688

Shareholders'  (Deficit):
   Preferred stock par value $ .001 10,000,000 shares authorized;
   none outstanding                                                            0
   Common stock, par value $.001, 190,000,000 shares
   authorized, 51,590,282 issued and outstanding                          51,597
   Additional paid in capital                                          2,287,246
   Notes  Receivable  related  to  stock  sales
   and Subscriptions Receivable                                          (78,000)
   Retained Earnings (Deficit)                                        (3,334,521)
                                                                     -----------
      Total Shareholders' (Deficit)                                   (1,073,678)

      Total Liabilities and Shareholders' Deficit                    $   527,010
                                                                     ===========

</TABLE>

                                        3
<PAGE>

<TABLE>
<CAPTION>

                              INVICTA GROUP, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                    UNAUDITED
================================================================================

                                                      2004               2003
                                                   ----------         ----------
<S>                                                <C>                <C>

   Revenues                                        $  128,429         $    3,089

   Cost of sales                                          608
                                                   ----------         ----------

      Gross Profit                                    127,821              3,089

   Selling, general, and administrative expenses      588,397            145,986
   Asset impairment charge                          1,023,753
                                                   ----------         ----------

      Operating loss                               (1,484,329)          (142,897)

      NET LOSS                                     (1,484,329)          (142,897)
                                                   ==========         ==========

   Basic and diluted loss per common share         $   (0.033)        $   (0.005)
                                                   ==========         ==========

   Weighted average common shares outstanding      45,340,316         31,682,200
                                                   ==========         ==========


</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>

                               INVICTA GROUP INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                    UNAUDITED
==================================================================================

                                                       2004               2003
                                                   ------------       ------------
<S>                                                <C>                <C>

Cash  flows  from  operating  activities:
   NET (LOSS)                                      $ (1,484,329)      $   (142,897)
   Adjustments  to  reconcile  net  income  to  net
   cash  provided  by  operating  activities:
      Depreciation                                        7,560              2,250
      Amortization                                        6,450             10,800
      Asset impairment charge                         1,023,753
      Stock issued for services                         233,000
      Changes  in  assets  and  liabilities:
         Accounts receivable and prepaid expenses                           37,353
         Stock subscription receivable                  (70,000)
         Other assets                                   (71,410)
         Accounts payable and accrued expenses          163,394             75,078
                                                   ------------       ------------
         Net Cash (Used) by Operating Activities   $   (191,582)      $    (17,416)
                                                   ------------       ------------

Cash  flows  used  in  investing  activities:
   Capital asset expenditures                      $          -       $          -
                                                   ------------       ------------
         Net Cash (used in) Investing Activities              -                  -

Cash  flows  from  financing  activities:
   Proceeds from long term debt                    $     34,000       $     35,446
   Proceeds from sale of common stock                   484,595                800
   Payments on long term debt                          (367,782)           (22,277)
                                                   ------------       ------------
         Net Cash provided by Financing Activities $    150,813       $     13,969
                                                   ------------       ------------

         Net change in cash and cash equivalents        (40,769)            (3,447)

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

Cash and cash equivalents, end of year             $    319,826       $      1,081
                                                   ============       ============

CASH  PAID  DURING  THE  PERIOD  FOR:
   Interest (non capitalized)                      $        896       $          -
                                                   ============       ============
   Income Taxes                                    $          -       $          -
                                                   ============       ============

NON-CASH  ACTIVITIES:
   Stock  issued  for  acquisitions                $    510,000       $          -
                                                   ============       ============
   Stock issued for deferred compensation payable  $    621,225       $          -
                                                   ============       ============

</TABLE>

                                        5
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 three month period ended March 31,
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 THREE MONTHS ENDED MARCH
          31,  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                        5,205,000             5,205            479,390
Stock issued for legal and marketing services   2,890,000             2,890            230,110
Stock issued for acquisitions                   1,100,000             1,100            148,900
Stock issued to officers in exchange
for prior years deferred compensation           7,765,312             7,765            613,460
Net loss for the three months ended
March 31, 2004                                                                                           (1,484,329)
                                               ----------      ------------    ---------------        -------------

Balance  March  31,  2004                      51,590,282      $     51,597    $     2,287,246        $  (3,334,521)
                                               ==========      ============    ===============        =============

</TABLE>

                                        6
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                    UNAUDITED

NOTE  C.  INCOME  PER  SHARE

Basic  net  loss  per share was computed based on the weighted average shares of
common  stock outstanding and excludes any potential dilution.  Diluted net loss
per share reflects the potential dilution from the exercise or conversion of all
dilutive securities, such as convertible debentures, into common stock and stock
purchase  options.  The Company's outstanding convertible debentures and options
are not included in the computation of basic or diluted net loss per share since
they  are  anti-dilutive.  At  March  31,  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.

NOTE  D.  ACQUISITIONS

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

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

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

On  February 18, 2004, the Company acquired all of the outstanding capital stock
of  Airplan,  Inc.,  a Pennsylvania Corporation organized in 1989, for 1,000,000
shares  of  the  Company's  common stock of which 700,000 shares are restricted.
Additionally,  the  Company  will  guarantee  the  value  of  the stock given as
consideration to be at least $500,000 at 180 days after closing the transaction.
If  the value of the stock is less than $500,000, then additional shares will be
issued  based on the current market value to a total of $500,000.  Airplan, Inc.
is  involved  in  the  wholesale and retail travel industry.  Clients of Airplan
make  a  booking and send payment by credit card or check.  A ticket is produced
from  the  booking  information.  Revenue  is recognized upon the receipt of the
client's  payment  and a ticket is produced for the client's booking.  Sales for
published  and  unpublished  fares are recorded on a net basis.  The acquisition
was  accounted  for  as  a

                                        7
<PAGE>

                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                    UNAUDITED

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 three months ended March 31, 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).


Three  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               -        134,112       134,112
Purchased  goodwill                         10,000        925,078       935,078
Accounts payable and other current
  liabilities                                    -       (922,115)     (922,115)
                                     -------------   ------------    ----------

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


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

All  goodwill  acquired has been written off during the quarter ending March 31,
2004  as  an  impairment  loss.

The  unaudited  pro  forma information for the three months ended March 31, 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.


                                        8
<PAGE>


                              INVICTA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                    UNAUDITED

Pro  Forma  Information  for  Acquisitions:


                                                     Three  Months  Ended
                                                  MARCH 31,          MARCH 31,
                                                    2004               2003
                                                ------------       ------------

   Gross  Revenues                              $    245,952         $  227,627
   Net Income (Loss)                              (1,543,450)          (206,908)
   Earnings  (Loss)  Per  Share                        (.033)             (.007)


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.

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 $3,334,521 since inception and the Company
had negative working capital of $907,224 at March 31, 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.


                                        9
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                            OF RESULTS OF OPERATIONS,
                LIQUIDITY AND FINANCIAL CONDITION MARCH 31, 2004


MANAGEMENT'S  DISCUSSION

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.


                                       10
<PAGE>

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

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


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


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

     February  25,  2004  ISIP  announced  a  strategic  technology  partner,
Oronoco  Networks  Inc.  ISIP  VoIP services will be offered to Oronoco's 35,000
database  customers.  April 29,2004 ISIP Telecom, announced it had finalized its
interface  with  its  "IPhone"  a USB connected telephone, and is ready to start
marketing  its  products  in  North  and  South  America.

     ISIP's  intention  is  to  market  to the 25,000 travel agents that Invicta
has  in its  opt  in  data  base  through  our  subsidiary Airplan.  Invicta has
already  mentioned  the  VoIP  services,  to  several  members  of  the  travel
industry,  and  they are keen to have the opportunity to market this inexpensive
worldwide  phone  service.

     The  retail  price  of  the  phone  is  $49.99,  which will include the USB
telephone and  200  long  distance  minutes  to  select cities in the world. The
phone  and  service  can  be  purchased  online,  and  a  listing  of  USA  and
International  rates:www.isiptelecom.com

     AIRPLAN INC was acquired February 18,2004 for $500,000 in Invicta stock and
     -----------
acceptance  of  $440,000 debt; the shares issued were 1 million. If the value of
the  stock  is  not  $500,000  by  August 18, 2004 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.


                                       11
<PAGE>

     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  three  months ended March 31, 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)



                                       12
<PAGE>

Three  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.

SHARES  ISSUED  1ST  QUARTER:

     IVGA  issued  17,255,312  shares  from January 1, 2004 to March 31,2004 and
cancelled 3,265,000; resulting in 13,990,312 new shares issued. The total shares
outstanding  3/31/04  are  51,892,279.
The shares issued and cancelled were all common stock, and were a combination of
restricted  and  free  trading:

ISSUED  SHARES:

1)   4,200,000  SB-2  shares  were  sold,  netting  $414,000 for working capital
2)   3,200,000  S-8  shares  were issued: 1,800,000 for consulting fees; 300,000
     for  legal  fees;  1,100,000  for Options: (650,000 shares at $.08; 450,000
     shares  at  $.07;  100,000  shares  at  $.12);  netting  $89,595.
3)   9,855,312  Restricted  Shares  were issued: 7,765,312 to Invicta management
     for  $621,000  deferred  compensation; 1,000,000 for acquisition of Airplan
     Inc.;  640,000  shares  for  services,  and  450,000  shares  for  options.


                                       13
<PAGE>

CANCELED  SHARES:
1)   2,515,000  issued  twice  by  Transfer  Agent
2)   750,000  for  terminated  acquisition

     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  for  the quarter ended March 31 2004 were $128,429 as compared to
revenues  of  $3,089  for the Quarter ended March 31, 2003. The revenues in both
periods  were  derived  principally  from the net commission and fees of airline
tickets.  The  primary  reason  for  the  increase  in  2004  over  2003 was the
acquisition  of  Airplan  Inc.  Revenues  of  Airplan were 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-2B  website  and their  call  center  located  in
Pittsburgh,  PA.

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

     Revenues  are  the  net  commissions  and  fees  earned  from  the  sale of
airline  tickets  and  travel  products, there is no cost of sales reported. The
competitive  market  place  and  airlines  price  wars  has decreased commission
margins  from  sales  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
the  three  months  ended  March  31,  2004  are professional fees $42,811,  the
market  awareness  campaign  of  the  new  public company totaling $235,000, and
salaries  of  $90,000;  totaling $367,811. The total G&A expenses for the period
were  $602,597

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

     Net  loss  increased  for  the  first  quarter  ended  March 31, 2004,  to:
$1,484,329;  loss  per  share:  $0.033  compared  to  a  net  loss  of $142,897;
loss per share $0.005 for the first quarter March 31, 2003. The increase in loss
was  principally  due  to  professional  fees  of  $42,811 and $235,000 cost for
market  awareness  of  IVGA;  and  the  write  off  of  Intangible  Assets  for
$1,023,753.


                                       14
<PAGE>

Pro  Forma  Information  for  Acquisitions:


                                                   Three  Months  Ended
                                                 MARCH 31,          MARCH 31,
                                                   2004               2003
                                                ----------         ----------

     Gross  Sales                               $4,224,275         $2,223,434
     Net  Income  (Loss)                          (501,150)          (206,908)
     Earnings  (Loss)  Per  Share                    (.011)             (.007)


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

     At  March  31,  2004 and 2003, Invicta Group's current ratios are .372% and
..007%,  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  $191,582  for the first quarter 2004 compared to a negative cash
flow  of  $17,418  for  March  31, 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 by 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  $503,595  equity funding from the sale of 5,400,000 shares of common
stock  in  the  first  quarter.

     Invicta  Group  owes $302,703 to Mr. Forhan and David Scott $41,443 in loan
repayments.   Invicta  Group  will  not  make  any payments to Mr. Forhan or Mr.
Scott  of  deferred  compensation  or  repayment  of loans until it has obtained
more  than  $1  million  from  the  sale  of  its  shares.

     Invicta  has an effective SB-2 Registration that has 7,800,000 free trading
shares  for  sale  at  $.10  - $12 per share. The sale of the stock will provide
$780,000  additional  liquidity  to  the  company.

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 $75,000 to $100,000 is needed for capital resources in 2004. Invicta
will  use  the  $780,000  of  equity funding generated from SB-2 Registration to
invest up to $100,000 in capital resources, expand its marketing activities, add
personnel,  and  target  acquisitions  of  airline  consolidators  and  casino
representative  companies;  using  cash  and  stock.


                                       15
<PAGE>

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 December 31, 2003, (the "Evaluation
Date"),  have  concluded  that,  as  of  the  Evaluation  Date,  Invicta Group's
disclosure  controls  and  procedures  were  effective  to  ensure  the  timely
collection,  evaluation, and disclosure of information relating to Invicta Group
that  would  potentially  be subject to disclosure under the Securities Exchange
Act  of  1934,  as  amended, and the rules and regulations promulgated under the
Act.  There  were no significant changes in Invicta Group's internal controls or
in  other  factors  that  could  significantly  affect  the  internal  controls
subsequent  to  the  Evaluation  Date.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK:

     We  do  not  have  any  material  risk  with  respect to changes in foreign
currency exchange rates, commodities prices or interest rates. We do not believe
that  we  have  any  other  relevant  market risk with respect to the categories
intended  to  be  discussed  in  this  item  of  this  report.


PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

     None.

Item  2.  Changes  in  Securities

     None.

Item  3.  Defaults  Upon  Senior  Securities

     None.

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

     None.

Item  5.  Other  Information

     None.


                                       16
<PAGE>

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  January  16,  2004,  the  Company filed a current report on form 8-K in
connection with the execution of a Purchase Agreement  with  ISIP Telecom, Inc.,
and  acquisition  of  all of the outstanding stock of  ISIP Telecom, in exchange
for  100,000  shares  of  the  Company's  common  stock.

     On  March  11,  2004,  the  Company  filed  a current report on form 8-K in
connection  with  the  execution  of a Purchase Agreement with John  Latimer and
Karen  Latimer,  the  sole shareholders of AIR PLAN, INC. and acquisition of all
of  the  outstanding  stock  and  assets  of  AIR  PLAN, INC., In  consideration
of  1,000,000  newly  issued  shares  of  the  Company's  common  stock.

     On  March  26,  2004,  the  Company  filed  a current report on form 8-K in
connection  with  the change of its Certifying Accountant from Dreslin Financial
to  Wolfe  &  Wolfe  of  Miami,  Florida.  Dreslin  did  not  resign  over  any
disagreement  with  management  or  changes  in  accounting  policy.

     On  March  26,  2004,  the  Company  filed  a current report on form 8-K in
connection  with the amendment of Article 3. of  its  Articles  of Incorporation
to  provide  for  a  total  of  190,000,000  authorized  common  shares,  par
value  $.001  per share and 10,000,000 authorized preferred  shares,  par  value
$.001  per  share.


                                       17
<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:  November  2,  2004              /s/  WILLIAM  FORHAN
                                       --------------------
                                       WILLIAM  FORHAN
                                       Chief  Executive  Officer



Date:  November  2,  2004              /s/  David  Scott
                                       -----------------
                                       David  Scott
                                       Chief  Operating  Officer



                                       18
<PAGE>