SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report ~~Pursuant~~Pursuantto

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: ~~August~~December 1910, 2010

MSGI SECURITY SOLUTIONS, INC.

(Exact name of Registrant as specified in charter)

Nevada	0-16730	88-0085608
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
incorporation)		Identification No.)

575 Madison Avenue

10th Floor

New York, New York 10022

(Address of Principal Executive Offices)

212-605-0245

(Registrant's telephone number, including area code)

Item 4.~~01.~~02(a) ~~Changes~~Non inReliance ~~Registrant’s~~on ~~Certifying~~Previously ~~Accountant~~Issued Financial Statements

OnWe ~~August~~are ~~19,~~filing ~~2010~~this ~~MSGI~~Form ~~Security~~8K ~~Solutions,~~to ~~Inc.~~notify ~~(the~~you ~~“Company”)~~to ~~terminated~~no ~~the~~longer ~~services of~~rely ~~Amper,~~on ~~Politziner & Mattia, LLP (“AP&M”) as~~ the ~~Company’s~~unaudited ~~Independent~~financial ~~Registered~~information ~~Public Accounting Firm. As AP&M, the firm served as the Company’s Independent Registered Public Accounting Firm~~ for ~~each of~~ the ~~fiscal~~periods ~~years~~ ended ~~June~~ ~~30,~~December ~~2003~~31, ~~2004, 2005, 2006, 2007, 2008, and~~ 2009, and ~~for~~March ~~the first~~31, ~~second~~2010 included ~~and~~in ~~third~~our ~~quarters~~Form of10Q’s ~~the~~filed ~~fiscal~~February ~~year ended June 30~~22, 2010. ~~The~~and ~~decision~~May ~~to terminate~~24, ~~the services of AP&M was approved by the Audit Committee of the~~2010, ~~Company’s Board of Directors~~respectively.

During the ~~fiscal~~audit ~~years~~of ~~ended~~the ~~June~~annual ~~30,~~financial ~~2009~~statements ~~and~~included ~~2008,~~in ~~and~~our ~~the~~annual ~~subsequent~~report ~~interim~~on ~~periods~~Form ~~through~~10-K for the ~~date~~fiscal ofyear ~~AP&M’s~~ended ~~termination~~June 30, ~~(i)~~2010, ~~there~~our ~~were~~independent noaccounts ~~disagreements~~brought ~~with~~to ~~AP&M~~the onattention ~~any~~of ~~matter~~management ofthat, ~~accounting~~beginning ~~principles~~in orJuly ~~practices~~2009, the Company ~~financial~~had ~~statement~~convertible ~~disclosure~~debt, oraccrued ~~auditing~~interest, ~~scope~~contractually orissuable ~~procedure~~shares, ~~which~~options ~~disagreement(s)~~and warrants that, if ~~not~~converted ~~resolved~~into tocommon ~~the~~stock ~~satisfaction of AP&M~~shares, would ~~have caused~~exceed ~~it to make reference to~~ the amount ~~subject matter~~ of the ~~disagreement(~~Company’s) ~~in connection~~authorized ~~with~~common ~~its reports~~shares. From ~~The~~July ~~reports~~2009 through ofJune ~~AP&M~~30, on2010, and beyond, the Company~~’s consolidated~~ ~~financial~~continued ~~statements~~to asissue new shares of its common stock and ~~for~~new ~~the~~instruments ~~fiscal~~convertible ~~years~~or ~~ended~~exercisable ~~June~~into ~~30,~~shares of ~~2009~~its ~~and~~common ~~2008~~stock. At ~~did~~each ~~not~~period ~~contain~~of antime ~~adverse~~that ~~opinion~~one orof ~~disclaimer~~these instruments ofwas ~~opinion~~issued, ~~nor where~~the ~~they~~amount ~~qualified~~of orcommon ~~modified~~shares, aswhich topotentially ~~uncertainty,~~exceeded the ~~audit~~Company’s ~~scope,~~issuable orshares ~~accounting principles,~~above ~~except~~its ~~for~~authorized ancommon ~~explanatory~~shares increased. In ~~paragraph~~accordance ~~indicating~~with ~~substantial~~the ~~doubt~~guidance on accounting for ~~about~~derivatives, the Company’s ~~ability~~valued toand ~~continue~~recorded as a ~~going~~derivative ~~concern~~liability inthat resulted ~~the~~from ~~audit~~these ~~report for~~shares ~~the~~issuable ~~fiscal~~in ~~years~~excess ~~ended~~of its authorized share capital at June 30, ~~2009 and 2008~~2010.

OnAs ~~August~~a result, after the audit was completed and the Form 10K was filed management analyzed the impact of the guidance on accounting for embedded derivatives associated with the excess shares for each of the interim periods, previously reported, ended September 30, 2009, December 31, 2009 and March 31, 2010. On or about November 19, 2010, management determined that the derivative ~~Company~~issue had an immaterial effect on the interim period ended September 30, ~~with~~2009, but that the ~~approval~~effect ofon the ~~Audit~~interim ~~Committee~~periods ended December 31, ~~engaged~~2009 Land March J31, 2010 was material. Management discussed their conclusions ~~Soldinger~~with ~~Associates~~the ~~LLC~~audit ~~(“LJSA”)~~committee ason December 7, 2010. The audit committee concurred with management’s conclusions. Management and the Company’s audit committee of the board of directors have also discussed this matter with the Company’s new independent registered public accounting ~~accountants~~firm.

~~During~~ As a result, management and the ~~Company’s~~audit ~~two~~committee ~~most~~determined ~~recent~~on ~~fiscal~~December ~~years~~7, ~~through~~2010 that the ~~effective~~Company ~~date~~should ofrestate its financial statements for the ~~appointment~~ ofthree Land Jsix ~~Soldinger~~months period ~~Associates~~ended ~~LLC~~December 31, 2010 and for the ~~Company~~three ~~did~~and ~~not~~nine ~~have~~months ~~any~~period ended ~~reportable~~March ~~events~~31, ~~within~~2010. Accordingly, the ~~meaning~~Company’s ofpreviously ~~Item~~issued ~~304(a)(1)(v)~~financial statements offor ~~Regulation~~the ~~S-K~~three and six month periods ended December 31, 2009 and for ~~except~~the ~~that~~three heand ~~accountants~~nine ~~have~~month ~~advised~~periods ended March 31, 2010, included in the Company’s interim reports on Form 10-Q for each of ~~numerous~~the ~~material~~quarters ended December 31, 2009 ~~weaknesses~~and inMarch ~~the~~31, ~~internal~~2010 ~~controls~~should ~~over~~no ~~financial~~longer ~~reporting~~be ~~necessary~~relied upon. The Company plans to file amended interim reports of Form 10-Q for each of these periods with the ~~registrant~~Securities and Exchange Commission subsequent to ~~develop~~the ~~reliable~~filing ~~financial~~of ~~statements~~this current report on Form 8-K.

~~The~~Expected ~~Company~~impact ~~provided AP&M with a copy~~ of the foregoing disclosures and requested from the firm a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with such statements, made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The letter from AP&M is filed herewith.restatement

~~During~~The ~~the~~estimated impact ~~fiscal~~of ~~years~~the ~~ended~~adjustments ~~June~~to ~~30,~~the ~~2009~~Company’s ~~and~~balance ~~2008,~~sheets and ~~the subsequent interim~~ ~~periods~~statements ~~through~~of ~~the~~operations ~~date~~are ofsummarized in the ~~engagement~~tables ofbelow. ~~LJSA,~~The ~~neither the~~ Company, ~~nor~~is ~~anyone~~still onin ~~its behalf, consulted LJSA regarding (i) either~~ the ~~application~~process of ~~accounting~~ ~~principles~~completing toits areview ~~specified transaction, either completed or proposed: or the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company’s~~restated financial statements, and, ~~neither~~therefore, ~~a written report nor oral advice was provided to~~ the ~~Company~~ byestimated ~~LJSA~~adjustments ~~that~~described itbelow ~~concluded was an important factor considered by the~~are preliminary. The Company ~~in reaching a decision as to the accounting , auditing or financial~~expects ~~reporting issue; or (ii) any matter that was either~~ the ~~subject~~restatement ofwill anot ~~“disagreement”~~differ ~~(as~~materially ~~defined~~from ~~in Item 304(a)(1)(iv) of Regulation S-K and~~ the ~~related~~ ~~instructions)~~estimated oradjustments ~~a “reportable event” as defined in Item 304(a)(1)(v) of Regulation S-K~~below.

Item 9.01. Financial Statements and Exhibits

	Three months ended									Six months ended
	December 31, 2009									December 31, 2009

	As						As			As						As
	Reported			Adjustments			Restated			Reported			Adjustments			Restated

Total Liabilities	$	18,153,452		$	674,040		$	18,827,492		$	18,153,452		$	674,040		$	18,827,492
Additional paid in capital	$	274,550,380		$	(1,499,621	)	$	273,050,756		$	274,550,380		$	(1,499,621	)	$	273,050,756
Net loss	$	(2,921,200	)	$	1,117,400		$	(1,803,800	)	$	(6,170,136	)	$	825,581		$	(5,344,555	)
Basic and diluted loss pre share	$	(0.06	)	$	0.02		$	(0.04	)	$	(0.15	)	$	0.02		$	(0.13	)

(a) N/A

	Three months ended									Nine months ended
	March 31, 2010									March 31, 2010

	As						As			As						As
	Reported			Adjustments			Restated			Reported			Adjustments			Restated

Total Liabilities	$	20,398,249		$	4,392,767		$	24,791,016		$	20,398,249		$	4,392,767		$	24,791,016
Additional paid in capital	$	277,015,165		$	(4,784,339	)	$	272,230,826		$	277,015,165		$	(4,784,339	)	$	272,230,826
Net loss	$	(4,367,368	)	$	(434,009	)	$	(4,801,377	)	$	(10,537,503	)	$	391,572		$	(10,145,931	)
Basic and diluted loss pre share	$	(0.08	)	$	(0.01	)	$	(0.09	)	$	(0.23	)	$	0.01		$	(0.22	)

(b) N/A

(d) 16.2 Letter from Amper, Politziner & Mattia, LLP

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: August 20, 2010	By:	/s/ Richard J. Mitchell III
Date: December 10, 2010	By:	/s/ Richard J. Mitchell, III
	Name: Richard J. Mitchell III, Chief Accounting Officer
		Name: Richard J. Mitchell, III
		Title: Chief Accounting Officer

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