10KSB/A 1 v119295_10ksb-a.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB/A
 
Amendment No. 2
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2007
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________________ to________________________
Commission file number 0-16730

MSGI Security Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
88-0085608
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

575 Madison Avenue
 
New York, New York
10022
(Address of principal executive offices)
(Zip Code)

Issuer’s telephone number, including area code:
(917) 339-7150
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
 

  Common Stock, par value $.01 per share
(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o No x

The issuer’s revenues for its most recent fiscal year were: $177,895.

As of July 3, 2008 the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $7,256,675 .

As of July 3, 2008, there were 22,317,716 shares of the Registrant's common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x

 
EXPLANATORY NOTE

This Amendment No. 2 to MSGI Security Solutions, Inc.’s (the “Company”) annual report filed on Form 10-KSB/A, which amends the Company’s annual report on Form 10-KSB for the fiscal year ended June 30, 2007, as amended on October 29, 2007 (the “Form 10-KSB”), is being filed with the updated Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a). These updated Certifications supersede the Certifications filed with the Company’s Form 10-KSB/A on October 29, 2007. The purpose of these updated Certifications is to correct the Company’s inadvertent (i) inclusion of additional language in the certifying officer’s identification line and (ii) mislabeling, in certain places, of the report as a “quarterly report”.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
 
MSGI SECURITY SOLUTIONS, INC.
(Registrant)
 
 
 
 
 
 
  By:   /s/ J. Jeremy Barbera
 
J. Jeremy Barbera
  Chief Executive Officer
 
     
  By:   /s/ Richard J. Mitchell III
 
Richard J. Mitchell III
  Chief Accounting Officer and Principle Financial Officer
 
Date: July 7, 2008

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ J. Jeremy Barbera
 
Chairman of the Board and Chief Executive
 
July 7, 2008
J. Jeremy Barbera
 
Officer (Principal Executive Officer)
   
         
         
/s/ John T. Gerlach
 
Director
 
July 7, 2008
John T. Gerlach
       
         
         
/s/ Seymour Jones
 
Director
 
July 7, 2008
Seymour Jones
       
         
         
/s/ Joseph Peters
 
Director
 
July 7, 2008
Joseph Peters
       
         
         
/s/ David Stoller
 
Director
 
July 7, 2008
David Stoller