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

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# FORM 8-K

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# CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

# Date of Report (Date of earliest event reported): November 30, 2005

# Commission File Number 333-102289

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IN TOUCH MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)

|FLORIDA                                  |  | 01-0626963          | 
|---------------------------------------- |  | ------------------- | 
|(State or other jurisdiction of          |  | (IRS Employer       | 
|incorporation or organization)           |  | Identification No.) | 
|                                        
|205 South Myrtle Avenue                  | 
|Clearwater, Florida                      |  | 33756               | 
|(Address of principal executive offices) |  | (Zip Code)          | 
|                                         | 

(727) 465-0925
(Registrants telephone number)

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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 communications 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))
|- |  | ------------------------------------------------------------------------------------------------------





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# Item 1.01.    Entry into a Material Definitive Agreement.

# Item 3.02.    Unregistered Sales of Equity Securities.

On November 30, 2005 the
Registrant closed on a $1,000,000 funding of a Senior Secured Convertible Promissory Note (Note) and Common Stock
Purchase Warrants. The Registrant netted approximately $810,000 after payment of placement agent fees, finder fees, due diligence
fees and legal fees in connection with this funding. There was one accredited investor who purchased these securities. The Note
bears interest at nine percent (9%) per annum and shall be payable at the option of the Company semi-annually either in cash or in
registered common stock at a fifteen percent (15%) discount to the market price. The fixed conversion price is twenty cents (.20).
The maturity date of the Note is May 31, 2007.

In addition, the investor was
issued (i) warrants to acquire 5,000,000 common shares at an exercise price of forty-five cents (.45) per share with a five (5)
year exercise period; (ii) warrants to acquire 5,000,000 common shares at exercise price of seventy cents (.70) for a seven (7)
year exercise period; and (iii) warrants to acquire 5,000,000 common shares at an exercise price of ninety cents (.90) with a ten
(10) year exercise period.

The Registrant has agreed to
register all of the shares underlying the Note, warrants, placement agent and finder warrants in connection with this financing.
The Registrant is subject to certain liquidated damages not to exceed nine percent (9%) if it does not meet certain filing
timelines as more fully set forth in the form of the Registration Rights Agreement attached. The investor was granted other
certain rights including an 18 month right of first offer and most favored nations anti-dilution protection. The Registrant also
entered into certain other covenants and agreements with the investor as more fully set forth in the form of Note and Purchase
Agreement attached.

In addition, the Company is
obligated to issue the placement agent and finder in this transaction warrants to acquire up to 3,200,000 shares of the
Registrants common stock (10% warrant coverage to placement agent and 6% warrant coverage to the finder) on the same terms
and conditions as issued to the investor: (i) warrants to acquire 800,000 common shares are issuable at an exercise price of
twenty cents (.20) for sixteen (16) months; (ii) warrants to acquire 800,000 common shares at an exercise price of forty-five
cents (.45) with a five (5) year exercise term; (iii) warrants to acquire 800,000 common shares at an exercise price of seventy
cents (.70) with a seven (7) year term; and (iv) warrants to acquire 800,000 common shares at an exercise price of ninety cents
(.90) with a ten (10) year term. All of these placement agent and finder warrants have cashless exercise and piggyback
registration rights.

In connection with this
financing the Board of Directors of the Registrant has adopted an Equity Incentive Plan which reserves up to 10,000,000 shares of
the Registrants common stock. The Registrant intends to file a Form S-8 in the near future registering the shares underlying
this Equity Incentive Plan.

In connection with this
financing the Registrant reached an agreement with the holders of approximately $200,500 of its outstanding convertible notes to
convert such notes into 1,649,167 shares of the Registrants common stock. The Registrant has granted these noteholders
piggyback registration rights.

The Registrant has also
agreed to issue 150,000 shares of its common stock to its counsel in partial satisfaction of legal fees and granted counsel
piggyback registration rights.

Attached to this Form 8-K as
exhibits are forms of the documents entered into by the Registrant and the investor. The above is a summary of the terms and
conditions of the underlying documents which are incorporated herein by reference and shall control in the event of any
inconsistent description or summary of the transactions entered into as described above.

|Exhibit Number |  | Description
|-------------- |  | -----------

|99.1 |  | Form of Note and Warrant Purchase Agreement
|---- |  | -------------------------------------------

|99.2 |  | Form of Senior Convertible Promissory Note
|---- |  | ------------------------------------------

|99.3 |  | Registration Rights Agreement
|---- |  | -----------------------------

|99.4 |  | Form of Warrant
|---- |  | ---------------

|99.5 |  | Equity Incentive Plan
|---- |  | ---------------------

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# SIGNATURES

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

|Date:   November 30, 2005 | IN TOUCH MEDIA GROUP, INC.
|------------------------- | --------------------------
|                         
|                          | By:                       
|                          |                           
|                         

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