**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**








**FORM
      10-QSB**










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


****


**For the fiscal year ended March 31, 2006.**





**OR**





[ 
      ]    Transition report under Section 13 or 15(d) of the SecuritiesExchange
      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
                  EMPLOYERINCORPORATION
                  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 $.0001per 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





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B is contained in this form, and no disclosure will be contained, to the
      best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-QSB or any amendment
      to
      this Form 10-QSB. [ 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 May 1, 2006 of $.0002, was
      approximately $938,000 . 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 May 1, 2006 was
      469,445,589














**INDEX
                TO FORM****10-QSB**Page
                No.PART
                IITEM
                1. Financial StatementsBalance Sheet
            3Statements of Operations
            5Statements of Cash Flows
            6Statement of
              Changes in Stockholders' EquityNotes to Financial StatementsITEM
                2. Management's Discussion and Analysis
            10-12ITEM
                3. Quantitative and Qualitative Disclosures on Market
                Risk
            12ITEM
                4. Controls and Procedures
            12PART
                IIITEM
                1. Legal Proceedings
            13ITEM
                2. Changes in Securities
            13ITEM
                3. Defaults Upon Senior Securities
            13ITEM
                4. Submission of Matters to a Vote of Security
                Holders
            13ITEM
                5. Exhibits
            13Signatures
            14  2
 *Index*




**PART
        I**
 
 **ITEM
        1. FINANCIAL STATEMENTS**







**INVICTA
                GROUP INC.****CONSOLIDATED
                BALANCE SHEET****March
                31, 2006****UNAUDITED****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            **$**
            **43,803**Total
                current assets
            
            
            **43,803**Property
                and equipment, net of accumulated depreciationof
                $ 37,966
            
            
            **16,451**Other
                assets:Security
                Deposits
            
            
            **1,500**Total
                other assets
            
            
            **1,500**Total
                Assets
            
            **$**
            **61,754****LIABILITIES
                AND SHAREHOLDERS' (DEFICIT)**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            **$**
            **788,874**Accrued
                expenses and other liabilities
            
            
            **406,159**Notes
                payable and convertible debentures
            
            
            **745,127**Capital
                lease obligations
            
            
            **80,899**Deferred
                officer compensation
            
            
            **268,675**Total
                current liabilities
            
            
            **2,289,734**Long-term
                debtNotes
                Payable - shareholders
            
            
            **250,310**Total
                Liabilities
            
            
            **2,540,044**Shareholders'
                (Deficit):Preferred
                stock series B par value $1.00; 175,000 sharesauthorized;
                175,000 outstanding
            
            
            **175,000**Preferred
                stock C par value $ 1.00; 330,000 sharesauthorized;
                330,000 outstanding
            
            
            **330,000**Common
                stock, par value $.0001, 1,000,000,000 sharesauthorized,
                342,223,367 issued and outstanding
            
            
            **34,222**Additional
                paid in capital
            
            
            **3,268,926**Retained
                Earnings (Deficit)
            
            
            **(6,286,438**
            **)**Total
                Shareholders' (Deficit)
            
            
            **(2,478,290**
            **)**Total
                Liabilities and Shareholders' Deficit
            
            **$**
            **61,754**




4
 *Index*


******INVICTA
                  GROUP, INC.****CONSOLIDATED
                  STATEMENT OF OPERATIONS****FOR
                  THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005****UNAUDITED****2006**
              
              **2005**Revenues
              
              **$**
              **25,061**
              
              **$**
              **39,994**Cost
                  of sales
              
              
              
              
              
              **3,520**Gross
                  Profit
              
              
              **25,061**
              
              
              **36,474**Selling,
                  general, and administrative expenses
              
              
              **178,227**
              
              
              **399,749**Operating
                  loss
              
              
              **(153,166**
              **)**
              
              **(363,275**
              **)****Net
                  loss**
              
              
              **(153,166**
              **)**
              
              **(363,275**
              **)**Basic
                  and diluted loss per common share
              
              
              **($0.000**
              **)**
              
              **($0.003**
              **)**Weighted
                  average common shares outstanding
              
              
              **315,936,367**
              
              
              **140,830,305**




5
 *Index*


**INVICTA
                    GROUP, INC.****CONSOLIDATED
                    STATEMENT OF CASH FLOWS****FOR
                    THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005****UNAUDITED****2006**
                
                **2005**Cash
                  flows from operating activities:**Net
                    (Loss)**
                
                
                
                
                **$**
                **(153,166**
                **)**
                **$**
                **(363,275**
                **)**Adjustments
                    to reconcile net income to netcash
                    provided by operating activities:Depreciation
                
                
                
                
                
                **1,875**
                
                
                **1,875**Amortization
                
                
                
                
                
                
                
                
                **4,125**Stock
                    issued for services
                
                
                
                
                
                **59,500**
                
                
                **118,845**Changes
                    in assets and liabilities:Accounts
                    receivable and prepaid expenses
                
                
                
                
                
                
                
                
                **13,142**Other
                    assets
                
                
                
                
                
                
                
                
                **(31,966**
                **)**Accounts
                    payable and accrued expenses
                
                
                
                
                
                **(7,848**
                **)**
                
                **74,668**Net
                    Cash (Used) by Operating Activities
                
                
                
                
                **$**
                **(99,639**
                **)**
                **$**
                **(182,586**
                **)**Cash
                    flows used in investing activities:Capital
                    asset expenditures
                
                
                
                
                
                
                
                **$**
                **(3,990**
                **)**Net
                    Cash (used in ) Investing Activities
                
                
                
                
                
                **0**
                
                
                **(3,990**
                **)**Cash
                    flows from financing activities:Proceeds
                    from long term debt
                
                
                
                
                **$**
                **175,000**
                
                **$**
                **75,000**Proceeds
                    from sale of common stock
                
                
                
                
                
                
                
                
                **131,500**Payments
                    on long term debt
                
                
                
                
                
                **(30,261**
                **)**
                
                **(119,600**
                **)**Net
                    Cash provided by Financing Activities
                
                
                
                
                **$**
                **144,739**
                
                **$**
                **86,900**Net
                    change in cash and cash equivalents
                
                
                
                
                
                **45,100**
                
                
                **(99,676**
                **)**Cash
                    and cash equivalents, beginning of period
                
                
                
                
                
                **(1,297**
                **)**
                
                **145,472**Cash
                    and cash equivalents, end of year
                
                
                
                
                **$**
                **43,803**
                
                **$**
                **45,796****Additional
                    Cash Flow Information:****Cash
                    paid during the period for:**Interest
                    (non capitalized)
                
                
                
                
                **$**
                **23,474**
                
                **$**
                **6,672**Income
                    Taxes
                
                
                
                
                **$**
                **-**
                
                **$**
                **-****Non-Cash
                    Activities:**Stock
                    issued for deferred compensation payable
                
                
                
                
                
                
                
                
                **175,000**Stock
                    issued for payment of convertible debenture
                
                
                
                
                
                **43,000**


6
 *Index*


**INVICTA
                  GROUP INC.****CONSOLIDATED
                  STATEMENT OF CHANGES IN STOCKHOLDERS'
                  (DEFICIT)****For
                  the Quarter Ended March 31, 2006**Common
                  Stock
              
              Additional
                  PaidShares
              
              $
              
              in
                  capital
              
              Deficit**Balance
                  December 31, 2005**
              
              
              **239,569,367**
              
              **$**
              **23,957**
              
              **$**
              **3,181,691**
              
              
              **($6,133,272**
              **)**Stock
                  issued for cashStock
                  issued for services
              
              
              52,654,000
              
              
              5,265
              
              
              49,235Issuance
                  of Common Stock for the paymenton
                  convertible debentures exercised.
              
              
              50,000,000
              
              
              5,000
              
              
              38,000Retained
                  earnings adjustment for ISIPNet
                  loss for the period endedMarch
                  31, 2006
              
              
              
              
              
              
              
              
              
              
              
              (153,166
              )**Balance
                  March 31, 2006**
              
              
              **342,223,367**
              
              **$**
              **34,222**
              
              **$**
              **3,268,926**
              
              
              **($6,286,438**
              **)**




7
 *Index*


INVICTA
        GROUP, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006
 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,
        2006
        are not necessarily indicative of the results that may be expected for the
        year
        ended December 31, 2006.
 
 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, 2005.
 
 NOTE
        B. CHANGES
        IN STOCKHOLDERS’ (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31,
        2006
 Common
                    Stock
                
                
                Additional
                    PaidShares
                
                
                Amount
                
                
                in
                    Capital
                
                
                DeficitBalance
                    December 31, 2005
                
                
                239,569,367
                
                $
                23,957
                
                $
                3,181,691
                
                $
                (6,133,272
                )Stock
                    issued for cashStock
                    issued for legal andmarketing
                    services
                
                
                52,654,000
                
                
                5,265
                
                
                49,235Stock
                    issued in exchange for paymentof
                    convertible debentures
                
                
                50,000,000
                
                
                5,000
                
                
                38,000Net
                    loss for the three months endedMarch
                    31, 2006
                
                
                
                
                
                
                
                
                
                
                
                (153,166
                )Balance
                    March 31, 2006
                
                
                342,223,367
                
                $
                34,222
                
                $
                3,268,926
                
                $
                (6,286,438
                )
  
 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, 2006 potentially dilutive securities consist
        of
        convertible debentures that could be converted into 450,000 common shares
        and
        options that could be converted into 3,882,656 common shares.
  8
 *Index*
  INVICTA
        GROUP, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006
 UNAUDITED
 
  NOTE
        D. CAPITAL
        LEASE
 
 The
        capital lease liability is for leased phone equipment for Aiplan that was
        to
        expire on March 31, 2005. Since the Company did not notify the lessor in
        writing
        of its intent to cancel the lease was automatically renewed for a period
        of two
        years. The lessor has confirmed receipt of a verbal cancellation notice,
        but is
        still contending no written cancellation was received. Because of this the
        Company is disputing this amount. Management has forwarded the Company’s
        current financial information to the lessor’s attorneys indicating that no
        assets exist to pay this liability, and since the operations of the Company
        have
        been ceased they have requested them to stop pursuing payment on this
        amount.
 
 NOTE
        E. NOTES
        PAYABLE - SHAREHOLDERS
 
 Note
        payable to shareholders, uncollateralized, payable on the first month after
        the
        Company has received $1,000,000 in equity funding in monthly installments
        of
        approximately $20,000. Invicta is in default on the payments to shareholders
        due
        to a cash flow shortage. Shareholder recognizes default status and will accept
        7% interest on note from 1/2/05 until paid in full. The Company plans to
        begin
        these payments as soon as the necessary cash flow is available which management expects
        to be in 2006. Therefore, the entire balance of $ 250 310 is classified as
        long-term debt for 2006 and $327,766 for 2005. Invicta owes seller of
        Airplan, Inc. $60,000, but does not intend to pay due to termination of
        employment contract.
 
 NOTE
        F. INCREASE
        IN CAPITAL STOCK
  The
        Company adopted the Amendment to increase its authorized capital stock by
        authorizing an increase in Common Stock to 1 Billion shares of Common Stock
        and
        Preferred Stock to 50,000,000 shares. The majority stockholders of the Company
        as of February 8, 2005, have consented
        to the increase in authorized shares of Common Stock, which will became
        effective on February 28, 2005 (the "Effective Date").
 NOTE
          G. SUBSEQUENT
          EVENT – LEASE COMMITMENT
  Effective
          May 1, 2006, the Company has moved its headquarters from its office in
          Miami to
          a new office location in Ft. Lauderdale.
  The
          Company will lease its office space under a five-year, non-cancelable operating
          lease for approximately $3700 per month.
  Obligations
          under the non-cancelable operating leases are as follow:
  Year ending December 31,
  2006                        
$ 29,600
 2007                           
46,000
 2008                           
48,400
 2009                           
50,800
 Thereafter 56,800
 $231,600
 NOTE
        H. GOING
        CONCERN
 
 The
        Company’s financial statements are prepared using the generally accepted
        accounting principles applicable to a going concern, which contemplates the
        realization of assets and liquidation of liabilities in the normal course
        of
        business.
 
 The
        Company has incurred losses of $6,281,438 since inception and the Company
        had
        negative working capital of $2,240,931 at March 31, 2006. These factors raise
        substantial doubt about the Company’s ability to continue as a going concern.
 
 During
        the next 12 months, management believes that it will be able to generate
        cash
        sufficient to support its operations. Management believes that it can generate
        this cash and ultimately profits from advertising revenues on its website
        travelhotlink.com. Travel Hot Link has no involvement with the reservation;
        its
        revenues are generated from the Travel Supplier that advertises its travel
        products online. It is estimated that Travel Hot Link will reach a potential
        40
        million travel enthusiasts that are seeking travel bargains online.
  In
        addition to the assumption regarding increased revenues, in the 1 st quarter
        of 2006, the Company’s management has raised $175,000 in equity funding in 2006
        from its securities purchase agreement with Golden Gate Investors, Inc.
 
 Management
        feels that its increase revenues from its Travel Hot Link web-site, its equity
        and financing plans will provide the working capital to allow it to continue
        as
        a going concern, however, there can be no assurances the Company will be
        successful in its efforts to secure additional equity funding, financing
        or
        attain profitable operations. The accompanying consolidated financial statements
        do not include any adjustments that might result should the Company be unable
        to
        continue as a going concern.




9
 *Index*




**ITEM
      2. Management’s Discussion and Analysis or Plan of Operation.**





**BACKGROUND**




**Invicta
      Group Inc** .
      began
      its business operations as a private company in July 2001 with advertising
      of
      discount air line tickets in newspapers in South Florida; the goal was to create
      a website called Don’t Pay Full Fare and sell airline tickets, car rentals and
      hotel rooms online via www.dontpayfullfare.com Invicta
      marketing and website awareness started 9/11/2001 and Invicta earned limited
      sales throughout the year due to limited funding and small revenues and fear
      of
      terrorism.





August
      of
      2003 Invicta was approved as a public company by the Securities & Exchange
      Commission and trading was approved by the NASD Oct 2003. Invicta raised equity
      funding by selling stock via a Self Registration and used the money for an
      acquisition of an airline consolidator that was burdened with debt but had
      airline contracts to sell European destinations. Invicta management felt a
      capital infusion and expanded routes would make the company profitable in 2004.
      The results in 10 months was the departure of key management in November,
      resulting in lost airline contracts, reduced revenues and losses totaling
      $625,110. The losses used all of Invicta’s working capital as management tried
      to turn around the company. Invicta absorbed more losses in the first 5 months
      of 2005 and decided it had to reduce operations to the two Start Up subsidiaries
      operating as internet companies serving B-2-C; and change the business model
      of
      the company.




New
      Business Model 2006





During
      2005 management created the new business model and new subsidiary. The company
      will focus as an Internet Media Company offering Email broadcast services to
      travel enthusiasts seeking discounted travel. The company’s name is Travel Hot
      Link (THL), and its website address is www.travelhotlink.com .
      Invicta did not have working capital to kick off the marketing of Travel Hot
      Link and it did not generate revenues from THL in 2005.


**CURRENT
        OPERATIONS STATUS**
 
 Invicta
        completed a SB-2 Offering registering 500 million shares of free trading
        stock
        to be sold as equity funding. The company needs working capital to survive
        and
        begin marketing its new business plan as an internet media company. The amount
        of money received is relative to the stock price of IVGA, if the stock price
        averages one and a half cent ($.015), the company will receive $2.8 million
        equity funding.
  Invicta
        moved offices from Miami to 2400 E. Commercial Blvd. St # 618, Ft Lauderdale,
        FL. on May 1st to increase employment pool and have more space to build the
        company. The lease in Miami was completed and the new office space started
        5/1/2006 for a term of 5 years.




10
 *Index*




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





**Results
      of Operations**




**Revenues**





Revenues
      are net commission and fees, there is no cost of sale. Revenues for the quarter
      ended March 31, 2006 were $25,061as compared to revenues of $36,474 for the
      quarter ended March 31, 2005. The primary reason for the decrease in 2006 versus
      2005 was the loss of airline contracts and shortage of working capital to market
      IVGA subsidiaries. The
      companies management are also providing consulting services to public companies
      and receiving fees for services; the fees are added to the company’s
      revenue.




**** **Expenses**





The
      major
      components of general and administrative expenses for three months ended March
      31, 2006  are
      Payroll $61,000; Professional fees $31,567, consulting $40,500 the total G&A
      expenses for the quarter were $179,523.




**Net
      Losses**





Net
      loss
      for the quarter ended March 31, 2006 was ($153,166); loss per share: ($0.0004)
      compared to a net loss of ($363,275); loss per share ($0.003) for the quarter
      ended March 31, 2005.


**Airplan
        Inc Liability**
  Invicta
        has a liability to the seller of Airplan Inc, a subsidiary of Invicta, totaling
        $400,000. The amount represents $340,000 for the purchase and $60,000
        shareholder loan that was on the Balance Sheet acquired. Invicta does not
        plan
        to pay this liability due to the seller defaulting on a signed 5 year employment
        agreement causing the failure of the business. The seller departed after
        7
        months, resulting in the loss of airline contracts that represented over
        50% of
        the companies revenue. Invicta has not heard from the Seller and has not
        proceeded with any legal action against the Seller to date.





**Funding**





1 st Quarter
      2006, the Company received additional equity advances of approximately
      $ 175,000 and
      issued 50
      million shares.
      Invicta has received advances as
      of 3/31/06
      totaling $ 625,527 :
      Prepaid
      Warrant balance is $380,045
      and Debenture balance is $245,482.




11
 *Index*




**Liquidity**




As
      of
      March 31, 2006 and 2005, Invicta Group's current ratios were (.027%) and(
      .029%) **** respectively.
      Invicta Group has not generated sufficient revenue in any period to carry its
      costs of operations, but had a positive cash flow of $45,100 for the 1st Quarter
      3/31/ 2006 due to equity funding and increased Debenture loans. Invicta has
      derived its liquidity principally from the sale of stock.




**** **Common
      Stock Issued 2006**





Invicta
      issued 102,734,000 common shares in the 1 st Quarter
      of 2006; 38,918,332 shares were issued for $40,500 consulting, 13,815,668 were
      issued for professionals fees of $14,000 and 50 million shares were issued
      to
      raise $43,000 equity funds. The total number of shares outstanding on 3/31/2006
      were 342,223,367




**Capital
      Resources**




Invicta
      needs
      additional capital invested in the company to assure survival; without new
      equity funding the company cannot survive. Invicta has negotiated equity funding
      from an Institutional Investor; Golden Gate Investors Inc. and approval of
      the
      SB-2 Offering provides Invicta’s Treasury with 500 Million free trading shares
      as collateral. The equity funding amount is based on the stock price less 25%
      discount of the stock’s Bid price over the last 20 days; less current advances.
      IVGA could receive $2.8 Million equity funding if the stock price averages
      $.015
      per share conversion rate and $3.57 Million if conversion price averages $.020
      per share. Invicta’s management believes Invicta needs to raise an additional
      $250,000 equity funding for capital resources.





**ITEM
      3.**  **Quantitative
      & Qualitative Disclosures on Market Risks**




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




**Item
      4** . **Controls
      and Procedures**




Invicta
      Group's Chief Executive Officer and Chief Financial Officer, after evaluating
      the effectiveness of Invicta Group's disclosure controls and procedures (as
      defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
      of
      1934, as amended) as of December 31, 2005, (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 .




12
 *Index*




**PART
      II**





**ITEM
      1. Legal Proceedings**





None
      at
      this time





**ITEM
      2. Changes in Securities**





None
      at
      this time





**ITEM
      3. Defaults Upon Senior Securities**





None
      at
      this time





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





None
      at
      this time





**ITEM
      5. Exhibits**




None
      at
      this time




13
 *Index*




**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. ForhanWilliam G. Forhan
              Chief Executive Officer and President




By:
            /s/ Richard
              David ScottRichard 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,
              May
                  11,2006William
                    G. Forhan
              President
                  and Director/s/Richard
                  David Scott
              Chief
                  Operating Officer,
              May
                  11,
                  2006Richard
                    David Scott
              Principal
                Accounting andFinancial
                  Officer and Director






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