8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

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

                        Date of Report: February 18, 2005

                           MEDIA SERVICES GROUP, INC.

               (Exact name of Registrant as specified in charter)



  Nevada                       0-16730                 88-0085608
- --------------------------------------------------------------------------------
(State or other              (Commission              (I.R.S. Employer
jurisdiction of              File No.)              Identification No.)
incorporation)


                               575 Madison Avenue
                            New York, New York 10022
                    (Address of Principal Executive Offices)

                                  917-339-7134
              (Registrant's telephone number, including area code)

Item 2.02: Results of Operations and Financial Condition

On February 14, 2005, Media Services Group, Inc. (the "Company") announced its
results for the second fiscal quarter period ended December 31, 2004.

MSGI did not recognize any revenue for the three months ended December 31, 2004
as two of the Company's new operating divisions were in the development stage.
Revenue for completed and shipped projects will be reported in the current
quarter ending March 30, 2004.

For the three months ended December 31, 2004, the Company reported a Net Loss of
$1,048,810 as compared to a Net Income of $352,367 for the period ended December
31, 2003. The 2003 period included a $559,134 gain from discontinued operations
as well as a $280,946 gain from the redemption of preferred stock of a
discontinued operation.

The loss was derived from the following funding activities; $431,925 related to
corporate overhead, $387,881 related to Innalogic, $178,004 related to FDA and
$51,000 related to Excelsa. Funding obligations for all three businesses will be
concluded in the current quarter ending March 30, 2004.

For the three months ended December 31, 2004, the Company reported $(0.65)
diluted loss per share attributable to common shareholders based on a weighted
average of 1,617,199 shares outstanding. This compares $0.27 diluted earnings
per share for the period ended December 31, 2003 based on a weighted average of
1,300,827 shares outstanding.

The foregoing summary is qualified in its entirety by the Press Release
incorporated herein as Exhibit 99.1.

The information furnished in this Item 2.02 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Exchange
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.

Item 9.01: Financial Statements and Exhibits

(a) N/A (b) N/A
(c) The following documents are filed herewith as exhibits to this Form 8-K:

Exhibit No.
99.1     Press Release issued by the Registrant dated February 14, 2005.




                                   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.

                           MEDIA SERVICES GROUP, INC.

Date: February 18, 2005    By: /s/ Richard J. Mitchell III
                               ----------------------------
                         Name: Richard J. Mitchell III
                        Title: Chief Accounting Officer






                                  EXHIBIT INDEX

Exhibit No.    Description of Exhibit

99.1           Press Release issued by the Registrant dated February 14, 2005.

EX-99.1

  MSGI Reports Summary of Second Quarter Accomplishments and Financial Results


New York, New York, February 14, 2004 - MSGI Security Solutions, Inc. (Nasdaq:
MSGI) today announced a summary of its accomplishments for the second fiscal
quarter of 2005 as well as its financial results for such period.

On December 2, 2004 and January 5, 2005; MSGI invested an aggregate 2,777,800
Euros, equivalent to $3,731,458 U.S., for a 12.5% minority stake in Excels
S.p.A. (www.excelsa.net) - one of Europe's leading providers of outsourced video
surveillance and security solutions for both civilian and military customers.
MSGI is in exclusive active discussions with Excelsa with respect to the
potential acquisition of an additional interest in - or possibly all of -
Excelsa. A subsequent transaction to acquire all of Excelsa would be subject to
customary closing conditions including approval by MSGI shareholders.

The Innalogic subsidiary, which was acquired last quarter, will begin to report
meaningful revenue next quarter. Innalogic already has a pipeline of projects
representing $1 million worth of billings. The subsidiary received a purchase
order from GovWorks for $491,500 representing the purchase of the Company's
proprietary Innalogic SafetyWatch wireless software systems for a U.S.
Department of Homeland Security agency. Revenues for the sale of a portion of
the order which was completed were realized in the quarter ended September 30,
2004. The remaining systems were delivered this month and billed accordingly.
This specific client relationship was reported in Company's Quarterly Report on
Form 10Q under subsequent events.

Innalogic has also been engaged to:

o             Deploy the SafetyWatch system at Peninsula Hotel's award-winning
              flagship location in New York City. Innalogic is actively working
              to penetrate the hotel industry - and will be demonstrating its
              wireless video systems to hotel security officers at events being
              sponsored this spring by the American Hotel & Lodging Association
              and the Hotel Association of New York.

o             Deploy the SafetyWatch system, in a pilot program, at a
              high-profile commercial landmark building in midtown Manhattan
              operated by one of the nation's leading real estate management
              companies.

o             Create a customized software application for Michael Stapleton
              Associates, a leading New York-based security services firm and
              one of the nation's premier bomb-detection and commercial security
              companies.

Innalogic develops customized technology solutions designed to apply
leading-edge wireless digital video systems for surveillance and public-safety
applications, allowing for rapid deployment of video technologies to heighten
response time and increase disaster preparedness.

                                       1



The Future Developments America subsidiary (whose sister company in Canada has
been building customized covert surveillance systems for the highest level of
Canadian law enforcement agencies) has had its premier product accepted and
placed into a major U.S. government technology test-bed. The evaluation
emanating from this review will help establish an additional and unique
validation of the product's efficacy, and be used to justify the purchase of
this technology by the Department of Justice, Department of Homeland Security,
and the Department of Defense. This will also enhance sales to state and local
law enforcement agencies across the nation engaged in drug, organized crime and
counter- terrorism investigative activities.

Further FDA has pre-purchased and inventoried components for the first $500,000
production run. FDA specializes in the design and manufacture of
security-oriented electronics equipment, as well as unique covert housings that
address crucial investigative requirements which are beyond conventional methods
and tools.

On November 11, 2004 and December 30, 2004, MSGI raised an aggregate $6.250
million in gross proceeds through two private placements. Both of the financings
were priced above market and in no cases had any re-pricing or reset provisions.
These events when combined with existing assets resulted in Total Stockholders
Equity of $7,533,151 - more than three times the amount reflected in the prior
quarter.

MSGI did not recognize any revenue for the three months ended December 31, 2004
as two of the Company's new operating divisions were in the development stage.
As previously described, revenue for completed and shipped projects will be
reported in the current quarter ending March 30, 2004.

For the three months ended December 31, 2004, the Company reported a Net Loss of
$1,048,810 as compared to a Net Income of $352,367 for the period ended December
31, 2003. The 2003 period included a $559,134 gain from discontinued operations
as well as a $280,946 gain from the redemption of preferred stock of a
discontinued operation.

The loss was derived from the following funding activities; $431,925 related to
corporate overhead, $387,881 related to Innalogic, $178,004 related to FDA and
$51,000 related to Excelsa. Funding obligations for all three businesses will be
concluded in the current quarter ending March 30, 2004.

For the three months ended December 31, 2004, the Company reported $(0.65)
diluted loss per share attributable to common shareholders based on a weighted
average of 1,617,199 shares outstanding. This compares $0.27 diluted earnings
per share for the period ended December 31, 2003 based on a weighted average of
1,300,827 shares outstanding.

Jeremy Barbera, Chairman and CEO of MSGI Security Solutions, Inc., said, "Last
year, MSGI charted a new strategic direction - one which was focused on
developing an integrated array of products to help decrease the threat of
terrorism and increase homeland security in the U.S. and abroad. Clearly, we are
making tremendous progress. Our strategically aligned operating companies are
now generating revenues from major public and private sector clients.
Importantly, we are establishing long-term customer relationships that will
yield material financial returns in the years ahead. With a variety of new
public safety and law-enforcement products being introduced in global markets,
MSGI is extremely well-positioned to attain our revenue growth and profitability
objectives."


                                       2



About MSGI
MSGI Security Solutions, Inc. (Nasdaq: MSGI) is an international proprietary
solutions provider developing a combination of innovative emerging businesses
that leverage information and technology. MSGI is principally focused on the
homeland security, public safety and law-enforcement services industry. The
Company is headquartered in New York City, and has regional offices in
Washington DC; Calgary, Alberta. MSGI acquires material interests in high-growth
technology and software development businesses. These firms are led by
successful entrepreneurs and experienced management teams that have developed
end-to-end client solutions that meet current and emerging market needs.

The Company is currently comprised of two operating companies and a significant
unconsolidated investment which collectively deliver a powerful array of
strategic synergies for cross-selling and joint product development. MSGI is
engaged in an ongoing corporate growth program whose focus is acquisitions,
strategic alliances and co-branding relationships in the United States and
Europe. More information on MSGI is available on the Company's website at:
http://www.msgisecurity.com.



The information contained in this news release, other than historical
information, consists of forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
statements may involve risks and uncertainties that could cause actual results
to differ materially from those described in such statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors, including general economic
conditions, spending levels and other factors could cause actual results to
differ materially from the Company's expectations.



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