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: May 23, 2006

                          MSGI SECURITY SOLUTIONS, 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 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On Friday May 26, 2006, the Company announced that it has received a notice of
pending review from the Nasdaq Stock Market, dated May 23, 2006, regarding the
Company's non-compliance with Marketplace Rule 4310(c)(2)(B) which requires the
Company to have a minimum of $2,500,000 in stockholders' equity, $35,000,000
market value of listed securities or $500,000 in net income from continuing
operations for the most recently completed fiscal year or two of the three most
recently completed fiscal years. The Company reported stockholders' equity of
$1,176,624 on its quarterly report on Form 10-Q for the period ended March 31,
2006. In addition, the Company has reported losses from continuing operations
for the last three completed fiscal years and carries a market value of listed
securities of $16,591,274.

The Company intends to provide a detailed plan to the Nasdaq Stock Market, as
Requested, on or before June 7, 2006 indicating how it expects to correct the
$1,323,376 deficiency in stockholders' equity.

The Company has taken measures to restore stockholders' equity prior to
receiving notification from Nasdaq. As reported in the Company's quarterly
report on Form 10-Q dated May 22, 2006, under the Notes to Interim Condensed
Consolidated Financial Statements, Footnote 18. Subsequent Events, "On May 22,
2006, the Company has received a commitment letter from an international
technology firm strategically focused on Homeland Security to provide equity
financing in a minimum amount of $3.0 million before June 30, 2006." While MSGI
is currently below the required Nasdaq threshold for stockholders equity, this
new financing will enable MSGI to regain compliance with such requirements.

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

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 May 26, 2006.








                                   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.


                                      MSGI SECURITY SOLUTIONS, INC.

Date: May 26, 2006                    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 May 26, 2006.

EX-99

                                                                   Exhibit 99.1


Investor Contact:
Jody Burfening / Chris Witty
Lippert/Heilshorn & Associates, Inc.
(212) 201-6609
cwitty@lhai.com

FOR IMMEDIATE RELEASE
- ---------------------

MSGI to Provide Plan to Nasdaq Stock Market for Correcting Deficiency
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NEW YORK, NY, May 26, 2006 - MSGI Security Solutions, Inc. (Nasdaq: MSGI), a
leading provider of proprietary security products and services, announced that
it has received a notice of pending review from the Nasdaq Stock Market, dated
May 23, 2006, regarding the Company's non-compliance with Marketplace Rule
4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in
stockholders' equity, $35,000,000 market value of listed securities, or $500,000
in net income from continuing operations for the most recently completed fiscal
year or two of the three most recently completed fiscal years. The Company
reported stockholders' equity of $1,176,624 on its quarterly report on Form 10-Q
for the period ended March 31, 2006. In addition, the Company has reported
losses from continuing operations for the last three completed fiscal years and
carries a market value of listed securities of $16,591,274.

The Company intends to provide a detailed plan to the Nasdaq Stock Market, as
requested, on or before June 7, 2006 indicating how it expects to correct the
$1,323,376 deficiency in stockholders' equity.

The Company had begun to take measures to restore stockholders' equity prior to
receiving the Nasdaq notification, as reported in the Company's quarterly report
on Form 10-Q dated May 22, 2006, under the Notes to Interim Condensed
Consolidated Financial Statements, Footnote 18 (Subsequent Events): "On May 22,
2006, the Company received a commitment letter from an international technology
firm strategically focused on homeland security to provide equity financing in a
minimum amount of $3.0 million before June 30, 2006." While MSGI is currently
below the required Nasdaq threshold for stockholders equity, this new financing
will enable MSGI to regain compliance with such requirements.

About MSGI Security Solutions, Inc.
- -----------------------------------

MSGI Security Solutions, Inc. is a leading provider of proprietary security
products and services to commercial and governmental organizations worldwide,
including the U.S. Department of Homeland Security and U.S. Department of
Justice, with a focus on cutting-edge encryption technologies for surveillance,
intelligence monitoring, and data protection. From its offices in the U.S. and
Europe, the company serves the needs of counter-terrorism, public safety, and
law enforcement agencies. More information on MSGI is available on the company's
website at www.msgisecurity.com.