10QSB

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2005

[  ] 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	91 205 1923
(State of incorporation)	(IRS Employer identification No.)

9553 Harding Avenue, Miami Beach, Florida 33154

(Address of principal executive offices)

(954) 684-8288

(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 September 30, 2005:

237,569,367 shares

Number of shares of Preferred Stock outstanding as of June 30, 2005:

175,000 shares

INDEX TO FORM 10-QSB
Page No.
PART I
ITEM 1. Financial Statements
Balance Sheet	1
Statements of Operations	2-3
Statements of Cash Flows	4-5
Notes to Financial Statements	6-11
ITEM 2. Management's Discussion and Analysis	12-14
ITEM 3. Quantitative and Qualitative Disclosures on Market Risk	15
ITEM 4. Controls and Procedures	15
PART II
ITEM 1. Legal Proceedings	16
ITEM 2. Changes in Securities	16
ITEM 3. Defaults Upon Senior Securities	16
ITEM 4. Submission of Matters to a Vote of Security Holders	16
ITEM 5. Other Information	16
ITEM 6. Exhibits	17

2

PART I

ITEM 1. FINANCIAL STATEMENTS

INVICTA GROUP INC.
CONSOLIDATED BALANCE SHEET
September 30, 2005
(UNAUDITED)
ASSETS
Current assets:
Advances to affiliates	$	21,887
Total current assets		21,887
Property and equipment, net of accumulated depreciation
of $36,091		27,431
Other assets:
Security Deposits		1,500
Intangible assets, net of accumulated
amortization of $ 20,625		106,080
Total Assets	$	156,898
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	783,174
Accrued expenses and other liabilities		496,057
Notes payable and convertible debentures		565,663
Capital lease obligations		80,899
Deferred officer compensation		472,282
Total current liabilities		2,398,075
Long-term debt
Notes Payable - shareholders		325,066
Total Liabilities		2,723,141
Shareholder's equity:
Preferred stock par value $1 50,000,000 shares authorized;
175,000 issued and outstanding		175,000
Common stock, par value $ .0001, 1,000,000,000 shares
authorized, 237,569,367 issued and outstanding		23,757
Additional paid in capital		3,092,010
Retained (Deficit)		(5,857,010	)
Total shareholder's equity		(2,566,243	)
Total Liabilities and Shareholders' Equity	$	156,898

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INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
	Three			Three
	Months Ending			Months Ending
	September 30,			September 30,
	2004			2005
Revenues earned	$	254,650		$	16,608
Cost of sales		4,825
Gross profit		249,825			16,608
Selling, general, and administrative expenses		639,774			142,243
Net loss	$	(389,949	)	$	(125,634	)
Net loss per share weighted average share, basic
and diluted		($0.006	)		($0.001	)
Weighted average shares outstanding, basis and diluted		60,567,999			224,318,542

4

INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
	Nine Months Ending			Nine Months Ending
	September 30,			September 30,
	2004			2005
Revenues earned	$	631,956		$	98,041
Cost of sales		8,742			4,151
Gross profit		623,214			93,890
Selling, general, and administrative expenses		1,840,692			822,025
Asset impairment charge		1,023,753
(Loss) from Operations		(2,241,231	)		(728,135	)
Other income and (expense)
Interest income					566
Sale of Intangible Assets					10,000
Net loss	$	(2,241,231	)	$	(717,569	)
Net loss per share weighted average share, basic
and diluted		($0.040	)		($0.004	)
Weighted average shares outstanding, basic and diluted		56,670,165			187,661,798

5

INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
	Nine Months Ending			Nine Months Ending
	September 30,			September 30,
	2004			2005
Cash flows from operating activities:
Net income	$	(2,241,231	)	$	(717,569	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation		45,420			5,625
Amortization		10,575			12,375
Asset impairment charge		1,023,753
Stock issued for services		385,500			178,970
Write off receivable from affiliate		14,600
Changes in assets and liabilities:
Accounts receivable and prepaid expenses		(10,135	)		12,990
Other assets		(163,091	)		30,294
Accounts payable & accrued liabilities		290,220			214,023
		(644,389	)		(263,292	)
Cash flows used in investing activities:
Capital asset expenditures		(26,789	)		(6,880	)
Cash flows used in financing activities:
Proceeds from long term debt		350,305			104,500
Proceeds from sale of comon stock		589,595			181,937
Payments on long term debt		(485,558	)		(161,737	)
		454,342			124,700
Net change in cash and cash equivalents		(216,836	)		(145,472	)
Cash and cash equivalents, beginning of period		360,595			145,472
Cash and cash equivalents, end of period	$	143,759		$	-
Additional Cash Flow Information:
Cash paid during the period for:
Interest (non capitalized)	$	1,896
IncomeTaxes	$	0		$	0
Non-Cash Activities:
Stock issued for acquisitions	$	510,000
Stock issued for deferred compensation payable	$	621,225		$	175,000
Stock issued for stock subscriptions receivable	$	77,000

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INVICTA GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

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 September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

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, 2004.

NOTE B. CHANGES IN STOCKHOLDERS’ (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005

	Common Stock				Additional Paid
	Shares		Amount		in Capital		Deficit
Balance June 30, 2005		215,012,341	$	21,501	$	3,069,829	$	(5,731,376	)
Stock issued in exchange for payment
of convertible debentures		22,557,026		2,256		22,181
Net loss for the nine months ended
September 30, 2005								(125,634	)
Balance September 30, 2005		237,569,367	$	23,757	$	3,092,010	$	(5,857,010	)

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 September 30, 2005 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.

7

INVICTA GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

UNAUDITED

NOTE D. ACCOUNTS PAYABLE - AIRPLAN ACQUISITION

As a result of the Company’s $500,000 stock payment for the purchase of Airplan, and guaranteeing the value of the stock price, the Company recorded a $360,000 accounts payable that represented the difference between the $500,000 purchase price, and the $140,000 value of the 500,000 shares issued at the date of acquisition. The purchase included a 5-year employment agreement with the seller as part of the purchase. Because of the seller’s resignation in November 2004, and the corresponding loss of business and eventual closing of the Airplan operation, the Company is disputing the balance due, and considering the purchase fully paid to the seller. The payable of $360,000 will be removed from the Company’s financial statements in the 4^th quarter of 2005.

NOTE E. DEFERRED OFFICER’S COMPENSATION

In exchange for deferred compensation due to the officers of the corporation, the Company issued 175,000 shares of series B Convertible Preferred Stock at $1.00 per share reducing compensation due to the officers by $175,000.

Each share of the series B Preferred Stock is convertible into fifty (50) shares of the Corporation’s Common Stock. Holders of the series B Preferred Stock shall be entitled to one thousand votes for each share of Series B Preferred Stock held of record on all matters submitted to a vote of stockholders and may not cumulate their votes for the election of directors.

NOTE F. 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. Management plan to remove the liability effective December 31, 2005.

NOTE G.  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

8

INVICTA GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

UNAUDITED

expects to be in 2006. Therefore, the entire balance of $ 276,977 is classified as long-term debt for 2004 and $344,146 for 2003. Invicta owes seller of Airplan, Inc. $60,000, but does not intend to pay due to termination of employment contract.

NOTE H. SPINOFF OF SUBSIDIARY - ISIP TELECOM, INC.

On July 2, 2004, Invicta Group, Inc.’s board of directors approved a spin-off of its subsidiary ISIP Telecom, Inc. Shareholders of record as of August 20, 2004 will receive 1 share of ISIP Telecom, Inc., for every 5 shares owned in Invicta Group, Inc. Invicta Group, Inc. will maintain a 25% ownership in ISIP Telecom, Inc.

All activities of ISIP Telecom commenced after the issuance of the stock to shareholders of Invicta Group, Inc., resulting in an allocation of 25% of the loss of $14,560 to the Invicta Group, Inc.

Invicta will officially spinoff ISIP at 12/31/04 year end and will be issued 6 million shares of restricted stock for payment of the Spin Off.

NOTE I. 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 J. SALE of CASINO RATED PLAYERS

The company sold subsidiary Casino Rated Players 9/30/2005 for 4 million shares of Casino Players Inc. stock. Casino Players filed a Registration 11/7/2005 with the SEC for approval to become a public company. Upon effective date, Casino Players Inc. will trade on the Pink Sheets and add value to Invicta’s Balance Sheet.

NOTE K. 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 $5,857,010 since inception and the Company had negative working capital of $2,331,442 at September 30, 2005. 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 $101,500 in equity funding in 2005 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.

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

MANAGEMENT'S DISCUSSION AND ANALYSIS

3rd Quarter 2005

Background

Invicta Group Inc. has a management team experienced in the Travel and Gaming Industries. Invicta began its business operations in July 2001 with advertising International discounted airline tickets online and in local newspapers, with the goal to become a public company and raise the funds needed to upgrade the website, brand the name, and implement the business plan. Invicta became a public company August 16, 2003, and began trading OTCBB 11/6/03. Invicta began its business plan Jan 2, 2004: January 8^th acquired a VoIP Telecom company, February 17th Invicta acquired an Air Consolidator company, March 15th announced the opening of our Las Vegas office and start-up subsidiary Las Vegas Excitement, and August 15th started a cruise agency named Cruise Excitement. The company was under capitalized through out 2004; Invicta Registered 113,625,000 shares of stock to be sold in an effort to raise working capital. The company raised $1,503,595, not enough money to brand the subsidiaries successfully. The financial results for 2004 showed Sales exceeding $10 million, Revenues of $734,402 and Operating Losses of $1,970,734. The company also wrote off all of the Intangible Assets of $1,322,221 totaling losses for 2004 at $3,292,955.

Current Operations

Invicta’s revenues have ceased due to continued shortage of working captal. The lack of working capital has forced the company to close operations of all subsidiaries except Casino Rated Players. Invicta’s cash shortage has left the company without advertising dollars to invest in its other subsidiaries. The company has laid off all employees and management continues to work on the creation of the new business model: an Internet media company that Emails 40 million travel enthusiasts travel discounts: www.travelhotlink.com

Sale of Casino Rated Players.

Invicta has sold its subsidiary Casino Rated Players for 4 million shares of Casino Players Inc. on 9/30/2005. Casino Players filed a Registration with the SEC on November 8, 2005 to become a public company The stock received from Casino Players Inc. will be added to Invicta’s Balance Sheet when it becomes public and starts trading on the Pink Sheets.

New Business Model

The future of IVGA. Is Travel Hot Link , an online media company that will offer discounted travel products on the Internet: cruises, airline tickets, hotels, holiday packages, and car rentals. The traveler will buy the advertised product online via a link to the travel advertisers website. Invicta Group Inc (IVGA) announced the signing of an exclusive marketing agreement that offers Invicta Group 40 million Emails of double opt-in travel enthusiasts that are seeking travel discounts online. Invicta will use the database to market its Internet media company TRAVEL HOT LINK…reaching 40 million Internet viewers monthly. The business plan has not kicked off, and will be on hold until th company is current with financial filings with the SEC. IVGA will file for OTCBB trading approval and seek equity funding to restart the company.

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Shares Issued in 3rd Quarter 2005

IVGA issued 22,557,026 shares, from July 1, 2005 to September 30, 2005

    1) 22,557,026 shares funding for working capital…………..$24,437

Shares outstanding 9/30/2005 total 237,569,367

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 September 30, 2005 were $16,608 compared to revenues of $254,650 for the Quarter ended September 30, 2004. The nine month comparisons were: Revenues for nine months ending 9/30/2005 were $98,041 compared to $631,956 for nine months ending 9/30/2004.The primary reason for the decrease in 2005 over 2004 was the lost airline contracts from Airplan Inc.

Expenses

 The major components of general and administrative expenses for three months ended September 30, 2005 vs. September 30,004: Payroll was $87,000 vs. 252,461;Marketing $2,500 vs. $132,000; Professional fees were $31,000 vs. $31,500. The total G&A expenses for the three months 9/30/2005 were $142,242 compared to $639,774 three month period in 2004. The nine month G&A expenses for 9/30/2005 were $822,025 compared to $1,840,692 for nine months 2004.

Net Losses

 Net losses for the Quarter ended September 30, 2005 were ($125,634); loss per share was ($0.001) compared to a net loss of ($389,9491) September 30,2004 and loss per share ($0.006) for the Quarter ended September 30, 2004. The nine month losses 9/30/2005 were ($717,569) versus losses of ($2,241,231) for the same period 2004; loss per share ($.004) nine months 2005 vs. ($.040) in 2004.

Funding

 Invicta raised $24,437 in 3rd Quarter 2005 from the sale of stock.

Liquidity

 As of September 30, 2005 and September 30, 2004, Invicta Group's current ratios were (0.009) and (0.013) respectively. Invicta Group has not generated sufficient revenue in any period to carry its costs of operations. Invicta Group has derived its liquidity principally from the sale of stock in 2005.

Invicta is in default of Debentures totaling $59,600; funds are not available for payments.

Capital Resources

 Invicta Group Inc. anticipates $300,000 is needed for capital resources in 2005, to continue updating the new website : www.travelhotlink.com

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ITEM 3. 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.

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 the end of the period covered by this report, (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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Invicta received on 1/15/05 a law suit from the owners of Jamaican Travel Services claiming a Breach of Purchase and Employment Contract with Invicta. Invicta entered a Purchase Agreement with Jamaican Travel 6/12/04 and rescinded the Agreement due to lack of due diligence information on 8/22/04. Invicta and its officers are being sued. Invicta has hired legal counsel in California to defend the allegations. A trial date has not been set. The Company expects a trial date in late 2005 or early 2006.

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

Filed September 19,2005

 Invicta has changed, effective September 19, 2005, its Certifying Accountant from Larry Wolfe, C.P.A. to Baum and Company, P.A. The change in accountants was recommended and approved by the audit committee of the Board of Directors.

12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Filed September 19, 2005

Item 4.01. Change in Registrant’s Certifying Accountant

 Registrant has changed, effective September 19, 2005, its Certifying Accountant from Larry Wolfe, C.P.A. to Baum and Company, P.A. The change in accountants was recommended and approved by the audit committee of the Board of Directors.

 The principal accountant's reports on the financial statements of the Registrant since their engagement contained no adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles, except for the expression of substantial doubt about the Registrant’s ability to continue as a going concern.

 During the two most recent fiscal years and all subsequent interim periods preceding its resignation, there were no disagreements with Larry Wolfe, C. P. A. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Larry Wolfe, C. P. A. would have caused it to make reference to the subject matter of the disagreements in connection with its report.

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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: October 21, 2005	By:	/s/ WILLIAM FORHAN
		WILLIAM FORHAN Chief Executive Officer

Date: October 21, 2005	By:	/s/ David Scott
		David Scott Chief Operating Officer

14

EX-31.1

Exhibit 31.1

CERTIFICATION

Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Section 302 of the Sarbanes-Oxley Act of 2002

I, William G. Forhan, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Invicta Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2005

/s/ William G. Forhan

William G. Forhan

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

Certification required by Rule 13a-14(a) or Rule 15d-14(a)

And under Section 302 of the Sarbanes-Oxley Act of 2002

I, David Scott, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Invicta Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2005

/s/  David Scott

David Scott

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

In connection with the Quarterly Report of Invicta Group, Inc. (the “Company”) on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William G. Forhan, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report.

Date: November 16, 2005

/s/ William G. Forhan

William G. Forhan

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

In connection with the Quarterly Report of Invicta Group, Inc. (the “Company”) on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Hope, Chief Financial Officer of the Company, certify, pursuant to 18, U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report.

Date: November 16, 2005

/s/ David Scott

David Scott

Chief Financial Officer