SecProbe.io

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August 23, 2005

Mail Stop 4561

J. Jeremy Barbera
Chief Executive Officer
MSGI Security Solutions, Inc.
575 Madison Ave.
New York, NY 10022

	RE:	MSGI Security Solutions, Inc.
		Registration Statement on Form S-3
		Filed August 1, 2005
		File No. 333-127095

Dear Mr. Barbera:

      This is to advise you that we have limited our review of
your
filing to the terms of your pending transaction.
1. We note that some of the convertible notes are issuable upon
filing and/or effectiveness of the registration statement, which
follows the July 13, 2005 closing date announced in the Form 8-K
filed July 19, 2005.  We note also that pursuant to section 7(b)
of
the Securities Purchase Agreement, the buyer appears to have
discretion over the denomination of Notes to be issued at the
later
dates.  Please tell us why you believe it is appropriate to
register
the resale of shares that are not currently outstanding.  Also,
please provide us with a complete copy of the Securities Purchase
Agreement filed as Exhibit 4.1 to the Form 8-K.  The filed copy
does
not include the signature pages.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Any questions should be directed to Charito A. Mittelman,
Attorney-Advisor, at (202) 551-3402.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	Shovan Keegan, Esq. (via facsimile)

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J. Jeremy Barbera
MSGI Security Solutions, Inc.
August 23, 2005
Page 2

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