SecProbe.io

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      March 30, 2005

Mail Stop 0409

VIA U.S. MAIL AND FAX (603) 887-2573

Richard J. Mitchell III
Chief Accounting Officer
MSGI Security Solutions, Inc.
575 Madison Ave.
New York, NY  10022

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

Dear Mr. Mitchell:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended June 30, 2004

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.

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.
3. Supplementally advise us, in detail, of the facts and
circumstances that resulted in identification of material
weaknesses
in internal controls by your auditor.  Additionally, disclose in
reasonable detail the basis for officers` 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 weaknesses identified by your
auditor.
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.
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).
6. We also note that your Disclosure Controls are effective
"during
the period when [y]our periodic 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.

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.

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.
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.

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.

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.

Note 14. Commitments and Contingencies, pages 50-51

Contingencies and Litigation
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.

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:
* 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.

* 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 on the
grant date.

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

Note 18. Gain on Termination of Lease, page 55
14. In future filings, please consider disclosing a disaggregated
rollforward of activity for each abanadoned 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.

*    *    *    *

      As appropriate, please amend your Form 10-K and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matt Maulbeck, Staff Accountant, at (202)
942-
1905 or the undersigned at (202) 824-5222 if you have questions.

						Sincerely,

						Steven Jacobs
Accounting Branch Chief

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MSGI Security Solutions, Inc.
March 30, 2005

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