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 418, 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~~	13-3016967
(State or other jurisdiction of incorporation or organization)	(Commission file number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
1075 North Service Road West, Suite 27, Oakville, Ontario L6M 2G2
(Address of Principal Executive Offices)

~~1075~~Registrant's ~~North~~telephone ~~Service Road West~~number, ~~Suite~~including ~~27,~~area ~~Oakville,~~code: ~~Ontario L6M 2G2~~ (~~Address of Principal Executive Offices~~905) 827-2755

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)).

ITEM 14.01

~~Entry~~Changes ~~into~~in aRegistrant's ~~Material~~Certifying ~~Definitive Agreement~~ Accountant

~~The~~On ~~disclosure~~January ~~required~~18, 2005, the audit committee of the Company recommended and approved the engagement of Carlin, Charron & Rosen LLP of Westborough, Massachusetts as the principal accountant to beaudit ~~provided~~the ~~herein~~Company's financial statements for the fiscal year ended December 31, 2004. Such engagement is ~~incorporated~~subject byto ~~reference~~the successful completion of customary background checks that have not yet been finalized. The Company has not consulted with Carlin, Charron & Rosen LLP on any matter prior to this proposed engagement. A Current Report on Form 8-K will be filed in accordance with Item 34.0201 ~~below~~following the consummation of the engagement. As a result, Mahoney Cohen & Company, CPA, P.C. ("Mahoney Cohen") was notified on January 18, 2005 that its services would not be required in connection with the audit of the Company's financial statements for the fiscal year ended December 31, 2 004.

~~ITEM~~Except 3as described in the following sentence, the reports of Mahoney Cohen on the financial statements of the Company for either of the past two fiscal years did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.02 The report of Mahoney Cohen on the financial statements of the Company for the fiscal year ended December 31, 2003 expressed substantial doubt regarding the Company's ability to continue as a going concern.

~~Unregistered~~In ~~Sales~~addition, during the Company's two most recent fiscal years and through January 19, 2005, there was no disagreement with Mahoney Cohen on any matter of ~~Equity~~accounting ~~Securities~~principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Mahoney Cohen, would have caused Mahoney Cohen to make reference to the subject of that disagreement in its reports on the Company's financial statements for those fiscal periods.

OnPursuant ~~January~~to 4,Item ~~2005, the Company entered into~~ 304(a ~~Subscription Agreement~~ )(~~the “Subscription Agreement”~~3) ~~with~~of ~~Nite~~Regulation ~~Capital~~S-K, ~~L.P., providing for, among other things,~~ the ~~unregistered~~Company ~~sale,~~has ~~through~~provided aMahoney ~~private~~Cohen ~~placement,~~with ~~of 1,000,000 shares of common stock (the “Shares”), $0.01 par value per share (the “Common Stock”) at~~ a ~~price~~copy of ~~$0.30~~this ~~per~~disclosure ~~share,~~ and requested a ~~common~~letter ~~stock~~addressed ~~purchase warrant~~ to ~~purchase~~the anCommission ~~additional~~stating ~~500,000~~whether ~~shares~~or ofnot ~~Common~~Mahoney ~~Stock~~Cohen ~~exercisable~~agrees atwith athe ~~price~~statements of ~~$0.40 per share, subject to customary adjustments, until~~ the ~~fifth~~Company ~~anniversary~~set offorth ~~January 4, 2005~~herein. ~~The~~Such ~~Company~~letter ~~also~~is ~~entered~~filed ~~into~~herewith aas ~~Registration~~Exhibit ~~Rights Agreement~~16. 1

In connection with the private placement, the Company was obliged to pay a cash fee to the placement agent, First Montauk Securities Corp. (“First Montauk”), for its services on its behalf. In addition, the Company issued First Montauk and its assignees, common stock purchase warrants to purchase an aggregate of 100,000 shares of Common Stock, exercisable at $0.40 per share, subject to customary adjustments, until the fifth anniversary of January 4, 2005.

The Shares and the common stock purchase warrants were issued to private investors in transactions that were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act.

Copies of the Subscription Agreement, Registration Rights Agreement and a form of the common stock purchase warrants issued to the Nite Capital, L.P. and First Montauk and its assignees, as well as the Company's January 10, 2005 press release announcing the closing of the private placement, are filed as exhibits to this report and are incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits .

~~Exhibit~~ (c) Exhibits.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K: ~~Number~~

Description

Exhibit	Description

16.1	Letter from Mahoney Cohen & Company, CPA, P.C.

10.1

Subscription Agreement dated December 29, 2004 as accepted by the Company on January 4, 2005 by and between Magic Lantern Group, Inc. and Nite Capital, L.P.

10.2

Registration Rights Agreement dated January 4, 2005 by and between Magic Lantern Group, Inc. and Nite Capital, L.P.

10.3

Form of Common Stock Purchase Warrant issued to Nite Capital, L.P. and First Montauk Securities Corp. and its assignees.

99.1

Press release of the Company dated January 10, 2005.

* * *

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.

	MAGIC LANTERN GROUP, INC.
Date: January 10, 2005
	By: /s/ Robert A. Goddard
	Robert A. Goddard
	President & CEO

	MAGIC LANTERN GROUP, INC.
Date: January 24, 2005
	By: /s/ Ron Carlucci Ron Carlucci Chief Financial Officer

Exhibit Index

Exhibit

	Exhibit	Description

	16.1	Letter from Mahoney Cohen & Company, CPA, P.C.

Number

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