Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~August~~December 1822, ~~2005~~2006

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)


001-31718	87-0674277
(Commission File Number)	(IRS Employer Identification No.)


510 East Technology Avenue, Building C Orem, Utah	84097
(Address of principal executive offices)	(Zip Code)

(801) 226-4222

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry ~~Into~~into a Material Definitive Agreement.

On August 18, 2005, Q Comm International, Inc., (“Q Comm” or “Company”) and Mark Robinson, Q Comm’s chief financial officer, executed an Employment Agreement (the “Employment Agreement”). The ~~Employment Agreement provides for employment as~~ ~~Chief~~information ~~Financial~~contained ~~Officer~~under ~~beginning July 1, 2005 through December 6, 2006~~Item 3. If02 ~~the Company~~of ~~terminates~~this ~~the~~report ~~Employment Agreement "without cause" or if Mr. Robinson terminates employment for "good reason" (as defined in the Employment Agreement), Mr. Robinson~~ is ~~entitled~~incorporated ~~to the base compensation and any target~~by ~~cash~~reference ~~bonus he would have been entitled to receive had termination not occurred~~herein. Under the Employment Agreement, Mr. Robinson will be subject to certain non-compete restrictions for twenty-four months following termination of employment. The Employment Agreement also provides for the issuance of stock options covering 60,000 of the Company's common stock. The options were issued on August 18, 2005 and have an exercise price of $3.30 per share and a termination date of August 18, 2015.

~~The~~Item ~~foregoing is a summary of the terms of the Employment Agreement~~3.02. ~~This~~Unregistered ~~summary does~~Sales ~~not purport to be complete and is qualified in its entirety by reference to the full text~~ of ~~the~~Equity ~~Employment Agreement, a copy of which is attached hereto as Exhibit 10~~Securities.~~19.~~

~~Item~~On ~~5.02~~December 22, 2006, the Company entered into a Common Stock Purchase Agreement with three existing shareholders, for the private placement of 16,322,750 shares of its common stock (bthe “Shares”). at ~~Departure~~a price of ~~Directors~~$0.12 orper ~~Principal~~Share, ~~Officers;~~for ~~Election~~aggregate gross proceeds of ~~Directors;~~$1,958,730. The ~~Appointment~~purchasers of ~~Principal~~the ~~Officers~~Shares paid the aggregate gross proceeds with a combination of cash and/or the cancellation of indebtedness under certain outstanding promissory notes under which the Company owed such purchasers certain amounts.

~~See~~The ~~Item~~Shares were issued in a private ~~1.01~~placement ~~above~~transaction ~~for~~pursuant ato ~~description~~Section 4(2) of anthe ~~Employment~~Securities ~~Agreement~~Act ~~entered~~of ~~into~~1933, as amended ~~between~~and/or Rule 506 of Regulation D promulgated pursuant thereto Qand the rules and regulations promulgated thereunder. The private placement ~~Comm~~was conducted ~~International,~~without ~~Inc~~general solicitation or advertising. ~~and~~The ~~Mark~~certificates evidencing ~~Robinson~~the Shares in the private placement will bear restrictive legends permitting the transfer thereof only in compliance with applicable securities laws. Each investor had represented that each is an “accredited investor” under Rule 501(e) of Regulation D under the Securities Act of 1933. Each investor had adequate access to information about the Company through such person’s relationship with the Company or through information provided to them.

~~Item~~The 9foregoing is a summary of certain material terms of the Common Stock Purchase Agreement.~~01.~~ ~~Financial~~This ~~Statements~~summary does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the full text of the Common Stock Purchase Agreement, a copy of the form of which is attached hereto as Exhibit 10.1.

	(c)	Exhibits	Exhibit Number	Description
			10.19	Employment Agreement entered into between Q Comm International, Inc. and Mark Robinson.

Item 9.01. Financial Statements And Exhibits.

(c)

Exhibits

Exhibit Number

Description

10.1

Form of Common Stock Purchase Agreement, dated as of December 22, 2006, by and between Q Comm International, Inc. and certain shareholders

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 hereunto duly authorized.

Dated: August 22, 2005	Q Comm International, Inc.
Dated: December 28, 2006	Q Comm International, Inc.
	/s/ Mark W. Robinson
	Mark W. Robinson
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number

Description

10.1

Form of Common Stock Purchase Agreement, dated as of December 22, 2006, by and between Q Comm International, Inc. and certain shareholders

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