SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE  SECURITIES  EXCHANGE  ACT OF 1934

                         Date of Report:  March 24, 2004


                               INVICTA GROUP INC.
                 (Name of Small Business Issuer in Its Charter)

          Nevada                   4700                         91-2051923
(State or Other Jurisdiction of   (Primary Standard          (I.R.S. Employer
Incorporation  or  Organization)   Industrial                Identification No.)
                                   Classification  Number)


                         9553 Harding Avenue, Suite 301
                              Miami Beach, FL 33154
                                 (305) 866-6525
          (Address and Telephone Number of Principal Executive Offices)

                          William G. Forhan, President
                         9553 Harding Avenue, Suite 301
                              Miami Beach, FL 33154
                                 (305) 866-6525
            (Name, Address and Telephone Number of Agent for Service)


ITEM  4.     CHANGE  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Registrant  has changed its Certifying Accountant from Dreslin Financial to
Wolfe  &  Wolfe  of  Miami,  Florida.  Dreslin  resigned  since it no longer was
qualified  to  perform  audits.  Wolfe  &  Wolfe  is  a  larger firm and will be
completing  Registrant's audited financial statements for the fiscal year ending
December, 31, 2003. Dreslin did not resign over any disagreement with management
or  changes  in  accounting  policy.


ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS.

     Schedule  of  Exhibits.  The following exhibits are furnished in accordance
     ----------------------
with  the  provisions  of  Item  601  of  Regulation  S-B:

None.


                                    SIGNATURE

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.

Date:     March  25,  2004

                                    By:  /s/  William  G.  Forhan
                                         ------------------------
                                         William  G.  Forhan,  President