April 22, 2005


PUBLIC SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Steven Jacobs

Re: MSGI Security Solutions, Inc.
       Form 10-K for the year ended June 30, 2004
       File No. 1-01768

Dear Mr. Jacobs

Set forth below are responses to comments received from the Commission's Staff
by letter addressed to the Registrant dated March 30, 2005 (the "Staff
Correspondence") with respect to the Form 10-K for the year ended June 30, 2004
as filed by MSGI Security Solutions, Inc., formerly known as Media Services
Group, Inc. (the "Registrant). For your convenience the Staff's comments have
been restated below in boldface type; the numbers and bullets thereof correspond
to the numbers and bullets assigned to the comments contained in the Staff
Correspondence; and the text of the Registrant's responses thereto, where
appropriate, appear immediately below each such comment.



Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations, Capital Resources and Liquidity, pages 22-25

1.   Please revise your discussion of cash flow from operating activities to
     discuss the underlying drivers impacting the changes in working capital.
     Simply identifying that components of working capital changed does not
     provide a sufficient basis to analyze your cash flow from operating
     activities. For example, we note that changes in accounts payable and
     accrued expenses significantly impacted the cash flow, but are not provided
     with an understanding of what caused those changes. Refer to the
     Interpretive Guidance in SEC Release 33-8350.

MSGI has revised the discussion of cash flow from operating activities and has
included disclosures which discuss changes in specific accounts which were the
primary underlying factors in the results of cash flow from operating
activities. These revisions can be found on page 9 of the Form 10-K/A which
accompanies this correspondence.


Item 9(a) - Controls and Procedures, pages 27-28

2.   We note your disclosure that your officers have concluded that your
     internal controls are effective. Please revise to omit this disclosure
     since the conclusion is confusing to investors without the other
     information described in Item 308 of Regulation S-K.

MSGI has revised the stated conclusion section to omit the specific language
regarding internal controls. These revisions can be found on page 13 of the Form
10-K/A which accompanies this correspondence.


3.   Supplementally advise us, in detail, of the facts and circumstances that
     resulted in identification of material weakness in internal controls by
     your auditor. Additionally, disclose in reasonable detail the basis for the
     officer's conclusions that the company's disclosure controls and procedures
     were nonetheless effective as of the end of the period covered by the
     report in light of the material internal control weakness identified by
     your auditor.

During the course of performing the audit of financial results for the year
ended June 30, 2004, our independent auditors determined that a particular
non-routine transaction involving options to purchase common shares issued as
compensation for consulting services to an independent third party was not
treated efficiently or properly by MSGI. The resulting proposed audit adjustment
of approximately $377,000 was recorded as non-cash compensation expense in the
Consolidated Statements of Operations. This transaction lead our independent
auditors to conclude that there was a material weakness in the company's ability
to gather, analyze and report information relative to the financial statement
assertions in a timely and effective manner. The independent auditors cited a
lack of sufficient resources and a relative insufficient level of monitoring and
oversight as a result of the lack of resources. The primary reason for the
apparent weakness was the limited size of the company's accounting department.
The company has operated with a limited accounting staff, consisting of a
Controller and a Chief Accounting Officer, since its divestiture of all legacy
direct marketing and telemarketing operations. All prior corporate and
subsidiary accounting staff were no longer with the company as a result of the
divestitures.

Although our independent auditors cited their opinion of a material weakness,
the company's officers concluded that the disclosure controls and procedures
were nonetheless effective. As a result of process and procedure examination,
the officer's maintain that, although true that the accounting staff is at
minimal levels, the transactional activity of the company, during its growth
phase, is such that it may be effectively handled with such reduced staffing.
The communications between accounting staff and senior management was deemed to
be effective and the accounting staff ability to meet the demands of public
report is sufficient. As the company continues its growth, it is the intention
of management to increase the number of accounting staff in order to maintain
sufficient and acceptable reporting capabilities.



4.   Revise the disclosure to discuss the specific steps that the company has
     taken, if any, to remediate the material weakness and disclose whether the
     company believes that the material weakness still exists at the end of the
     period covered by the report.

MSGI has revised the particular disclosure to include the language requested.
These revisions can be found on page 13 of the Form 10-K/A which accompanies
this correspondence.


5.   We note your disclosure that your "Disclosure Controls are effective to
     ensure that material information relating to the Company and its
     consolidated subsidiaries is made known to management." Revise to clarify,
     if true, that your officers concluded that your disclosure controls and
     procedures are also effective to ensure that information required to be
     disclosed in the reports that you file or submit under the Exchange Act is
     accumulated and communicated to your management, including your chief
     executive officer and chief financial officer, to allow timely decisions
     regarding required disclosure. See Exchange Act Rule 13a-15(e).

MSGI has revised the particular disclosure to include the language requested.
These revisions can be found in the Form 10-K/A which accompanies this
correspondence.


6.   We also note that your Disclosure Controls are effective "during the period
     when (y)our period reports are being prepared". Please revise to state
     whether they are effective at June 30, 2004 as required by Item 307 of
     Regulation S-K.

MSGI has revised the particular disclosure to include the language requested.
These revisions can be found on page 13 of the Form 10-K/A which accompanies
this correspondence.

Consolidated Statements of Operations, page 37


7. In future filings, please separately disclose interest income and interest
expense. Refer to Rule 5-03 of Regulation S-X.

MSGI acknowledges this request and will make the separate disclosures in future
filings.

Consolidated Statements of Cash Flows, page 40

8.   In a supplemental response, please tell us what consideration you gave to
     including the $1,000,000 loan to a related party and all related activity
     within investing activities. Reference is made to SFAS 95, paragraphs,
     15-17.


When originally recorded during the year ended June 30, 2002, the related party
loan was correctly classified and reported within investing activities on the
Consolidated Statements of Cash Flows. During the year ended June 30, 2003, MSGI
experienced a change in accounting staff as well as a change in independent
auditors. The classification of the loan was reassessed during 2003 and it was
determined that the classification of the loan activity to financing activities
would be appropriate due to certain language in the loan agreement related to
change of control provisions. It was felt, at the time, that due to the
Company's activities in divesting all of its legacy direct marketing businesses
in 2003, that a change of control was quite possible and that, under these
circumstances, the loan could have been forgiven or included in assets
distributed to shareholders. However, the Company inadvertently reclassified
2002 activity in the 2003 Form 10-K. Upon further current contemplation, we now
believe that the loan principle and related activity should indeed be classified
within the investing activities section. We have revised the Consolidated
Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002 within
the Form 10-K/A filed in conjunction with this correspondence to properly
reflect this revision.
..


9.   In future filings, please separately disclose the components of cash flows
     from discontinued operations within the relevant categories and
     consistently for each period. Also, please ensure that material amounts are
     not netted within each category.

MSGI acknowledges this request and will make the requested separate disclosures
in future filings.


Note 3. Acquisitions, page 46


10.  In future filings and supplementally to us, please include a condensed
     balance sheet of the assets and liabilities acquired from FDA and include
     all relevant disclosures required by paragraph 51 and 52 of SFAS 141.

MSGI acknowledges this request and will include in future filings as
appropriate. Please be advised that, at the time of acquisition by MSGI, there
were no assets or liabilities in FDA. FDA was a new, privately held company and,
as such, had no assets, liabilities or operations. Goodwill was recognized on
the acquisition due to the capital structure of FDA and the related minority
interest. The capitalization of FDA, at acquisition, consisted of 100 shares of
stock at par value of $.01 per share.

Note 7. Goodwill and Other Intangible Assets, pages 48-49

11.  We note that you recharacterized non-contractual customer relationships of
     approximately $800,000 upon adoption of SFAS 142. Please tell us how you
     came to the conclusion that these non-contractual customer relationships
     did not meet the separability criterion of SFAS 141, paragraph A21.

The non-contractual customer relationships of approximately $800,000 related to
the value of client database lists that were under management of entities that
were acquired by MSGI. These lists do not meet the separability criterion as
they could not be divided from the acquired entity and sold, transferred,
licensed or exchanged. The lists in question were not owned by or licensed by
the acquired entity. The lists remained the property of independent third party
clients and were only under the management of the acquired entity. Also relevant
was the fact that the relationship between MSGI the independent third party
client was controlled by an individual list manager employed by MSGI / the
acquired entity. If the list manager was successful in directing the
relationship and produced significant revenues for the client and were to leave
the employ of MSGI, the independent third party would most likely leave the
relationship with MSGI and follow the list manager. Please make note that the
amount in question no longer appears on the Consolidated Balance Sheet of MSGI,
as all goodwill and long-lived assets related to the legacy direct marketing
businesses have been written off with the divestitures of said businesses during
the fiscal years ended June 30, 2003 and June 30, 2004.




Note 14. Commitments and Contingencies, pages 50-51

12.  We note that during the year ended June 30, 2004, you reversed reserves of
     approximately $760,860 related to litigation with Red Mountain, LLP. In a
     supplemental response, please tell us how you accounted for the reversal of
     these reserves. In addition, tell us what consideration you gave to
     including this reserve on Schedule II - Valuation and Qualifying Accounts.

The original accrued liabilities for discontinued operations and the related
legal fees were recorded at year end June 30, 2000. The liabilities were set up
in accordance with SFAS 5 for losses expected in the litigation with Red
Mountain LLP. The former majority owned subsidiary, WiredEmpire, Inc. was one of
the internet related discontinued operations involved in this matter. The Red
Mountain, LLP litigation was related to the discontinuation of the operations of
WiredEmpire, Inc. The original liability was recorded in accrued liabilities for
discontinued operations on the consolidated balance sheet and to loss from
discontinued operations on the consolidated statement of operations for the year
ended June 30, 2000. The lawsuit was subsequently settled during the year ended
June 30, 2004 in favor of the Company. Therefore, the accrued potential
liabilities were reversed to the same discontinued operation accounts that were
involved in recording the original accruals.

These accrued liabilities were not included in Schedule II as they were not
deducted from any assets for which they may apply, nor were they reported under
a balance sheet caption Reserves, as per Rule 12-09 of Regulation S-X. These
amounts were reported as accrued liabilities in the balance sheet as of the
years ended June 30, 2002 and 2003.

Note 16. Common Stock, Stock Options and Warrants, pages 52-54

13.  In future filings please include all disclosures required by SFAS 123.
     Under SFAS 123, the following information should be disclosed for all
     periods for which an income statement is presented:

o    The number and weighted-average exercise prices of options for each of the
     following groups of options: (1) those outstanding at the beginning of the
     year, (2) those outstanding at the end of the year, (3) those exercisable
     at the end of the year, and those (4) granted, (5) exercised, (6)
     forfeited, or (7) expired during the year.

o    The weighted-average grant-date fair value of options granted during the
     year. If the exercise prices of some options differ from the market price
     of the stock on the grant date, weighted-average exercise prices and
     weighted-average fair values of options shall be disclosed separately for
     options whose exercise price (1) equals, (2) exceeds, or (3) is less than
     the market price of the stock at the grant date.

In addition, the range of exercise prices should be disclosed for options
outstanding at June 30, 2004.

MSGI acknowledges this request and will make the requested disclosures in future
filings.

Note 18. Gain on Termination of Lease, page 55

14.  In future filings, please consider disclosing a disaggregate rollforward of
     activity for each abandoned lease reserve. For example, we note your
     discussion of a lease termination in Item 2, but cannot determine if it is
     included in the existing liability. In addition, please ensure your
     disclosure includes adequate explanation of any adjustments. Reference is
     made to EITF 94-3 and SAB Topic 5P.

MSGI acknowledges this request and will make the requested disclosures in future
filings.




We wish to thank the Securities and Exchange Commission for its assistance in
helping MSGI Security Solutions, Inc. create and provide more accurate and
compliant disclosures in our required filings. I hope that the information
provided is helpful in your efforts. Please feel free to contact me at your
convenience should you have any questions or concerns.

Very Best Regards

/S/ Richard J. Mitchell III
- ----------------------------
Richard J. Mitchell III
Chief Accounting Officer
MSGI Security Solutions, Inc