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

                Date of Report (Date of Earliest Event Reported):
                                January 30, 2005

                               DIALOG GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                        Commission File Number 000-30294

Delaware                                                           87-0394290
----------------------------------                                 ----------
(State or other jurisdiction of                             (I.R.S.  Employer
incorporation or organization )                           Identification No.)



            Twelfth Floor, 257 Park Avenue South, New York, NY 10010
            --------------------------------------------------------
                    (Address of Principal Executive Offices)


                                  212-254-1917
                                  ------------
              (Registrant's Telephone number, including area code)

                                  Page 1 of 3
<PAGE>

                                   Page 3 of 3
Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Secutrities.

      Since the filing of the third quarter report on Form 10-QSB, the following
common stock has been sold:

      Sales for Cash

      During  the month of  October,  DGI sold a total of  8,000,000  shares for
$80,000 in cash. In addition,  warrants to purchase  3,200,000 shares at a price
of $0.012 were issued to the purchasers,  Peter Bordes,  a company  director and
officer and Mark Alan  Siegel,  the  company's  Secretary.  Both are  accredited
investors who have assured the company in writing that he was  purchasing  these
shares  and  any  shares  issued  upon  exercise  of the  warrants  for  his own
investment and agreed to  restrictions  on resale placed with the DGI's transfer
agent and to the  printing  of a legend  on his  certificate.  Because  of these
factors,  this issuance is exempt from registration  under the Securities Act as
not involving a public distribution under section 4(2).

      Class E Preferred Stock Dividends

      During  the  fourth  quarter,  the  Board  decided  to pay  an  additional
quarterly  dividend on the Company's Class E Preferred Stock in shares of common
stock.  The  dividends,  at a rate of $400 per share per quarter,  for the third
quarters of 2005 had not been paid.  Pursuant to the  provisions  of the Class E
Preferred  Stock  Declaration,  shares of  common  stock,  based on the  average
closing  price  for the  shares  during  the last 20  trading  days  before  the
dividends were due, maybe paid in lieu of cash. In October 3,960,198 shares were
issued to settle  $39,800 of  additional  dividends.  The holders of the Class E
Preferred Stock had represented themselves in writing to be accredited investors
who were  purchasing  those shares and any shares  issued as dividends for their
own  investment and agreed to  restrictions  on resale placed with the Company's
transfer agent and the printing of a legend on his certificate. Because of these
factors,  this issuance is exempt from registration  under the Securities Act as
not involving a public distribution under section 4(2).

      Additional Guarantees

      During the quarter, Peter DeCrescenzo,  the company's president guaranteed
a new loan to DGI in the amount of $350,000.  The Board of Directors awarded him
an additional  350,000 shares as compensation  for his guarantee.  Peter Bordes,
another  director,  joined in backing  this  guarantee  and was awarded  175,000
shares therefore.  Mr. DeCrescenzo and Mr. Bordes are both accredited  investors
who are holding these shares for his own investment  and agreed to  restrictions
on resale placed with the Company's  transfer agent and the printing of a legend
on his  certificate.  Because of these  factors,  this  issuance  is exempt from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2).

                                  Page 2 of 3
<PAGE>

      Conversion of Salary and Fees

      During the month of December, DGI issued 15,384,615 shares of common stock
to pay  $100,000 of salary due to the DGI's  president,  Peter  DeCrescenzo  and
384,615 shares to Mark Alan Siegel,  DGI's  Secretary,  to pay $2,500 of a legal
fee. Both are accredited  investors who have assured the company in writing that
he was  purchasing  these  shares and any shares  issued  upon  exercise  of the
warrants for his own investment and agreed to restrictions on resale placed with
the DGI's  transfer  agent and to the  printing of a legend on his  certificate.
Because of these factors,  this issuance is exempt from  registration  under the
Securities Act as not involving a public distribution under section 4(2).

                                   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.

                                    DIALOG GROUP, INC.

Date: January 31, 2006              By:      /s/ Peter DeCrescenzo
                                        ----------------------------------------
                                        Peter V. DeCrescenzo, President & CEO


                                  Page 3 of 3
{"company-data": {"conformed-name": "DIALOG GROUP INC", "cik": "0001051059", "assigned-sic": "7310", "irs-number": "870394290", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30294", "film-number": "06602254"}, "business-address": {"street1": "TWELFTH FLOOR, 257 PARK AVE. SOUTH", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2122541917"}, "former-company": {"former-conformed-name": "IMX PHARMACEUTICALS INC", "date-changed": "19991027"}}
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

                Date of Report (Date of Earliest Event Reported):
                                January 30, 2005

                               DIALOG GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                        Commission File Number 000-30294

Delaware                                                           87-0394290
----------------------------------                                 ----------
(State or other jurisdiction of                             (I.R.S.  Employer
incorporation or organization )                           Identification No.)

            Twelfth Floor, 257 Park Avenue South, New York, NY 10010
            --------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  212-254-1917
                                  ------------
              (Registrant's Telephone number, including area code)

                                  Page 1 of 3
Page 3 of 3
Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Secutrities.

      Since the filing of the third quarter report on Form 10-QSB, the following
common stock has been sold:

      Sales for Cash

      During  the month of  October,  DGI sold a total of  8,000,000  shares for
$80,000 in cash. In addition,  warrants to purchase  3,200,000 shares at a price
of $0.012 were issued to the purchasers,  Peter Bordes,  a company  director and
officer and Mark Alan  Siegel,  the  company's  Secretary.  Both are  accredited
investors who have assured the company in writing that he was  purchasing  these
shares  and  any  shares  issued  upon  exercise  of the  warrants  for  his own
investment and agreed to  restrictions  on resale placed with the DGI's transfer
agent and to the  printing  of a legend  on his  certificate.  Because  of these
factors,  this issuance is exempt from registration  under the Securities Act as
not involving a public distribution under section 4(2).

      Class E Preferred Stock Dividends

      During  the  fourth  quarter,  the  Board  decided  to pay  an  additional
quarterly  dividend on the Company's Class E Preferred Stock in shares of common
stock.  The  dividends,  at a rate of $400 per share per quarter,  for the third
quarters of 2005 had not been paid.  Pursuant to the  provisions  of the Class E
Preferred  Stock  Declaration,  shares of  common  stock,  based on the  average
closing  price  for the  shares  during  the last 20  trading  days  before  the
dividends were due, maybe paid in lieu of cash. In October 3,960,198 shares were
issued to settle  $39,800 of  additional  dividends.  The holders of the Class E
Preferred Stock had represented themselves in writing to be accredited investors
who were  purchasing  those shares and any shares  issued as dividends for their
own  investment and agreed to  restrictions  on resale placed with the Company's
transfer agent and the printing of a legend on his certificate. Because of these
factors,  this issuance is exempt from registration  under the Securities Act as
not involving a public distribution under section 4(2).

      Additional Guarantees

      During the quarter, Peter DeCrescenzo,  the company's president guaranteed
a new loan to DGI in the amount of $350,000.  The Board of Directors awarded him
an additional  350,000 shares as compensation  for his guarantee.  Peter Bordes,
another  director,  joined in backing  this  guarantee  and was awarded  175,000
shares therefore.  Mr. DeCrescenzo and Mr. Bordes are both accredited  investors
who are holding these shares for his own investment  and agreed to  restrictions
on resale placed with the Company's  transfer agent and the printing of a legend
on his  certificate.  Because of these  factors,  this  issuance  is exempt from
registration  under the  Securities  Act as not involving a public  distribution
under section 4(2).

                                  Page 2 of 3
Conversion of Salary and Fees

      During the month of December, DGI issued 15,384,615 shares of common stock
to pay  $100,000 of salary due to the DGI's  president,  Peter  DeCrescenzo  and
384,615 shares to Mark Alan Siegel,  DGI's  Secretary,  to pay $2,500 of a legal
fee. Both are accredited  investors who have assured the company in writing that
he was  purchasing  these  shares and any shares  issued  upon  exercise  of the
warrants for his own investment and agreed to restrictions on resale placed with
the DGI's  transfer  agent and to the  printing of a legend on his  certificate.
Because of these factors,  this issuance is exempt from  registration  under the
Securities Act as not involving a public distribution under section 4(2).

                                   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.

                                    DIALOG GROUP, INC.

Date: January 31, 2006              By:      /s/ Peter DeCrescenzo
                                        ----------------------------------------
                                        Peter V. DeCrescenzo, President & CEO

                                  Page 3 of 3