UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check One):     [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
                 [X] Form 10-Q [ ] Form N-SAR

For Period Ended: June 30, 2004
__________________________________________________

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transitional Period Ended: ______________________

Read  Instruction  (on  back  page)  Before Preparing Form. Please Print or Type
Nothing  in  this  form  shall  be  construed  to  imply that the Commission has
verified  any  information  contained  herein.

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

   Invicta  Group,  Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

   N/A
- --------------------------------------------------------------------------------
Former Name if Applicable

   9553  Harding  Avenue,  Suite  301
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

   Miami  Beach,  Florida  33154
- --------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     |  (a)  The reasons described in reasonable detail in Part III of this form
     |       could not be eliminated without unreasonable effort or expense;
     |  (b)  The subject annual report, semi-annual report, transition report on
     |       Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
     |       be filed on or before the fifteenth calendar day following the
[X]  |       prescribed due date; or the subject quarterly report of transition
     |       report on Form 10-Q, or portion thereof will be filed on or before
     |       the fifth calendar day following the prescribed due date; and
     |  (c)  The accountant's statement or other exhibit required by Rule
     |       12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State  below  in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR,  or  the  transition report or portion thereof, could not be filed within
the  prescribed  time  period.

     Invicta  Group,  Inc.  ("The  Company")  is  still  awaiting  third  party
documentation  in order to properly prepare a complete and accurate Form 10-QSB.
The  Company  has  been  unable  to receive this data in a timely manner without
unreasonable effort and expenses. For the foregoing reason, the Company requires
additional  time  in  order to prepare and file its annual report on Form 10-QSB
for  the  quarter  ended  June 30,  2004.

The  Company  does not expect significant changes in its results from operations
and  earnings  from  the  corresponding  period  ended  June 30,  2004.

                        (Attach Extra Sheets if Needed)

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

            William  G.  Forhan         (305)                 866-6525
            -------------------       ---------           ----------------
                  (Name)             (Area Code)         (Telephone Number)

(2)  Have  all  other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of  1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify  report(s).  [X]  Yes  [  ]  No
     ---------------------------------------------------------------------------
(3)  Is it anticipated that any significant change in results of operations from
     the  corresponding period for the last fiscal year will be reflected by the
     earnings  statements  to  be  included  in  the  subject  report or portion
     thereof?  [  ]  Yes  [X]  No

     If  so,  attach  an explanation of the anticipated change, both narratively
and  quantitatively,  and,  if  appropriate,  state the reasons why a reasonable
estimate  of  the  results  cannot  be  made.


================================================================================

                            Invicta  Group,  Inc.
                   ------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.



Date:  August  14,  2004                 By:  /s/  William  G.  Forhan
                                              ------------------------
                                              William  G.  Forhan
                                              Chief  Executive  Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by  any  other  duly authorized representative. The name and title of the person
signing  the  form  shall  be  typed  or  printed  beneath the signature. If the
statement  is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.

+----------------------------------ATTENTION-----------------------------------+
|     INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT                           |
|     CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).             |
+------------------------------------------------------------------------------+

                              GENERAL INSTRUCTIONS

1.   This  form  is  required  by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules  and  Regulations  under  the  Securities  Exchange  Act  of  1934.

2.   One  signed  original and four conformed copies of this form and amendments
     thereto  must  be  completed  and  filed  with  the Securities and Exchange
     Commission,  Washington,  D.C.  20549,  in  accordance with Rule 0-3 of the
     General  Rules  and Regulations under the Act. The information contained in
     or  filed  with  the  form  will  be  made a matter of public record in the
     Commission  files.

3.   A  manually  signed  copy of the form and amendments thereto shall be filed
     with  each national securities exchange on which any class of securities of
     the  registrant  is  registered.

4.   Amendments  to the notifications must also be filed on form 12b-25 but need
     not  restate  information that has been correctly furnished. The form shall
     be  clearly  identified  as  an  amended  notification.

5.   Electronic  Filers. This form shall not be used by electronic filers unable
     to  timely  file  a  report  solely  due to electronic difficulties. Filers
     unable  to  submit  a  report  within  the  time  period  prescribed due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule  202 of Regulation S-T ((S) 232.201 or (S) 232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T  ((S)  232.13(b)  of  this  chapter).