UNITED STATES 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 January 21, 2005 Date of report (Date of earliest event reported) Magic Lantern Group, Inc. (Exact name of registrant as specified in its charter)

New York	1-9502	13-3016967
(State or other jurisdiction of incorporation or organization)	(Commission file number) Identification No.)	(IRS Employer

SECURITIES AND EXCHANGE COMMISSION

~~1075 North Service Road West~~Washington, ~~Suite~~D.C. ~~27, Oakville, Ontario L6M 2G2 (Address of Principal Executive Offices)~~20549

~~Registrant’s~~FORM ~~telephone~~8-K ~~number~~CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 February 9, ~~including~~2005 ~~area~~Date ~~code:~~of report (~~905~~Date of earliest event reported) ~~827-2755~~Magic Lantern Group, Inc. (Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction
of incorporation or organization)

1-9502
(Commission file number)

13-3016967
(IRS Employer
Identification No.)

1075 North Service Road West, Suite 27, Oakville, Ontario L6M 2G2

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (905) 827-2755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425). o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Written~~ITEM ~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230~~1.~~425).~~01

oEntry into a Material Definitive Agreement

~~Soliciting~~The ~~material~~disclosure ~~pursuant~~required to ~~Rule~~be ~~14a-12~~provided ~~under~~herein ~~the~~is ~~Exchange~~incorporated ~~Act~~by ~~(17~~reference ~~CFR~~to ~~240~~Item 3.~~14a-12)~~02 below.

oITEM 3.02

~~Pre-commencement~~Unregistered ~~communications~~Sales ~~pursuant~~of toEquity ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).~~Securities

oOn February 9, 2005, the Company entered into a Consulting Agreement with National Financial Communications Corp. ("NFC"). In consideration for NFC's commitment to provide services in accordance with the terms of that agreement, the Company issued NFC a common stock purchase warrant to purchase 750,000 shares of Common Stock, which warrant vests upon the achievement of certain performance milestones. The exercise price of the warrant issued to NFC is calculated based upon the timing of the acceptance of individual Statements of Work by the Marketing Committee of the Company's Board of Directors. The Company agreed to reserve 750,000 shares of Common Stock for issuance pursuant to the warrant, which Common Stock had previously been registered for resale pursuant to a registration statement on Form S-3/A (File No. 333-116147).

~~Pre-commencement~~The ~~communications~~warrant was issued to NFC in a transaction that was exempt from registration pursuant to ~~Rule~~Section ~~13e-~~4(c2) ~~under~~of the ~~Exchange~~Securities Act ~~(17~~ ~~CFR~~of ~~240.13e-4~~1933, as amended (cthe "Securities Act")), and/or Regulation D promulgated under the Securities Act.

~~Item~~A ~~5.02~~copy ~~Departure~~ of ~~Directors~~the orConsulting ~~Principal~~Agreement ~~Officers;~~and ~~Election~~a form of ~~Directors;~~the ~~Appointment~~common ofstock ~~Principal~~purchase ~~Officers~~warrant issued to NFC are filed as exhibits to this report and are incorporated herein by reference.

~~(d)~~ITEM 9.01

~~Effective~~Financial ~~January~~Statements ~~21, 2005, the number of members of the Registrant’s Board of Directors was increased to nine~~ and Mr. Stephen Fay was elected to fill one of the vacancies created. He will serve as a member of the Registrant’s Board of Directors until the next annual meeting of stockholders and until the election and qualification of his successor. With the election of Mr. Fay, eight members, five of whom are believed independent, currently sit on the Board. Subject to final determination by the Board, it is believed that Mr. Fay qualifies as an independent director and a financial expert, as such term is defined in the Sarbanes-Oxley Act of 2002. With the addition of Mr. Fay, the full Board is evaluating the makeup of each of its committees. Mr. Fay was not appointed to the Board of Directors pursuant to any arrangement or understanding with the Registrant or with any of its affiliates.Exhibits

Mr. Fay is a Certified Public Accountant and has been Managing Partner of Fay and Associates, P.C., an accounting and consulting firm, since 1998. Previously, Mr. Fay practiced as a CPA with Tobin & Waldstein, CPAs from 1977 through 1996. Mr. Fay received an LL.M from Boston University School of Law, a JD from Suffolk University School of Law and a BBA from the University of Notre Dame.Exhibit

~~Item 9.01~~Number

~~Financial Statements, Pro Forma Financial Information and Exhibits~~Description

~~(c) Exhibits:~~10.1

~~The~~Consulting ~~following~~Agreement ~~exhibits~~dated ~~are~~February ~~filed~~9, as2005 ~~part~~by ofand ~~this~~between ~~report:~~Magic Lantern Group, Inc. and National Financial Communications Corp.

~~Exhibit~~10.2

~~Description~~ Form of Common Stock Purchase Warrant issued to National Financial Communications Corp.

99 * * *

~~Press release of Magic Lantern Group, Inc. dated January 25, 2005.~~SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Pursuant~~ MAGIC toLANTERN ~~the requirements of the Securities Act of 1934~~GROUP, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~INC.

	MAGIC LANTERN GROUP, INC.
Date: January 26, 2005
	By: /s/ Ron Carlucci
	Ron Carlucci
	Chief Financial Officer

Date: February 11, 2005

~~Exhibit~~ By: /s/ ~~Index~~Robert A. Goddard

~~Exhibit~~ Robert A. Goddard

~~Description~~ President & CEO

99 Exhibit Index

~~Press release of Magic Lantern Group, Inc. dated January 24, 2005.~~Exhibit

Number

Description

10.1

Consulting Agreement dated February 9, 2005 by and between Magic Lantern Group, Inc. and National Financial Communications Corp.

10.2

Form of Common Stock Purchase Warrant issued to National Financial Communications Corp.

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