U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                        AMENDMENT NO. 1 to FORM 10-QSB

[X]    Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.

For the 1st Quarter ended June 30, 2007.

          OR

[   ]    Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for

the transition period from __________ to _________.

Commission File Number: 333-102555

                              INVICTA GROUP INC.
                (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

       			Nevada			     91-2051923
             (STATE OR OTHER JURISDICTION OF	(IRS EMPLOYER
             INCORPORATION OR ORGANIZATION)	IDENTIFICATION NO.)

                     2400 East Commercial Blvd. Suite 618
                           Ft. Lauderdale, FL 33308
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Registrant's telephone number, including area code: 954-771-0650

Securities Registered Pursuant to Section 12(b) of the Act: Common Stock par
value $.0001 per share

Securities Registered Pursuant to Section 12(g) of the Act: None

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 [    ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [ X ]

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based upon the average of the closing bid and ask price of the
Common Stock on the OTC Bulletin Board system on August 15, 2007 of $.0017
was approximately $450,000. Shares of Common Stock held by each officer and
director and by each person who may be deemed to be an affiliate have been
excluded.

The number of shares of common stock outstanding as of August 15, 2007 was
265,401,488.

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [ X ]

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                               EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 on Form 10-QSB/A (the
"Amendment") to its second quarter report on Form 10-QSB for the period ended
June 30, 2007, originally filed August 21, 2007 (the "Quarterly Report"), for
the purpose of adding the below two paragraphs to Note 1 of the Financial
Statement Notes that appear on page 9 of the Quarterly Report.  In addition,
the registrant is also including as exhibits to this Amendment the
certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. Except as described above, this Amendment does not modify or
update the Registrant's previously reported financial statements and other
disclosures in, or exhibits to, the original filing.

Item 1.  Financial Statements.

Note 1 to the Financial Statements on page 9 of the Quarterly Report is hereby
amended to include the following disclosures:

The Company is filing its Form 10-QSB for the second quarter although Baum &
Company, P.A., our independent auditor, has not completed their review of this
Report on Form 10-QSB in accordance with Item 310 of Regulation S-B as of this
date.  The Company is in the process of obtaining an SAS 100 review. Following
our independent auditor's SAS 100 review, an amended Report on Form 10-QSB
will be filed with any adjustments, although no adjustments are anticipated,
and notification that the auditor's review has been completed.

The accompanying unaudited financial information of Invicta Group, Inc. as of
June 30, 2007 and for the three months and six months ended June 30, 2007 and
2006 have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information. In
the opinion of management, such financial information includes all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation of the Company's financial position at such date, and the
operating results and cash flows for such periods. Operating results for the
three and six month periods ended June 30, 2007 are not necessarily indicative
of the results that may be expected for the entire year. Certain information
and footnote disclosure normally included in financial statements in
accordance with generally accepted accounting principles have been omitted
pursuant to the rules of the Securities and Exchange Commission. These
financial statements and the related notes should be read in conjunction with
our audited annual financial statements for the year ended December 31, 2006
that are included in our Form 10-KSB. The balance sheet presented herein at
December 31, 2006 has been derived from the audited financial statements at
that date, but does not include all of the information and footnotes required
by generally accepted accounting principles in the United States for complete
financial statements.

Items 2-5.	None

ITEM 6. EXHIBITS

Exhibit No	Description of Document
-----------	-----------------------

3.1(a)	Articles of Incorporation of Invicta Group Inc.*

3.1(b)	Articles of Amendment*

3.2	Bylaws*

10.1	2002 Equity Compensation Plan*

10.2	Employment Agreement between Invicta Group and William G. Forhan*

10.3	Employment Agreement between Invicta Group and R. David Scott*

10.4	Employment Agreement between Invicta Group and Mercedes Henze*

10.5	Lease for Ft. Lauderdale, Florida Office*

10.6	Stock Purchase Agreement for the Shares of Casino Rated Players. Inc.*

10.8	Promissory Note to William G. Forhan*

31	Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

* Indicates previously filed in a Registration on Form SB-2, Commission
File No. 333-102555

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                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


By: /s/ William G. Forhan			August 22, 2007
William G. Forhan
Chief Executive Officer and President



By: /s/ Richard David Scott			August 22, 2007
Richard David Scott
Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


SIGNATURE		TITLE				DATE

/s/ William G. Forhan	Chief Executive Officer,	August 22, 2007
William G. Forhan	President and Director


/s/ Richard David Scott	Chief Operating Officer,	August 22, 2007
Richard David Scott	Principal Accounting and
			Financial Officer and Director



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