SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report ~~Pursuantto~~ Pursuant

~~Section~~to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of of Report: ~~December~~July 1023, ~~2010~~2013

MSGI ~~SECURITY~~TECHNOLOGY 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

10^thFloor

New York, ~~New~~NY ~~York~~ 10022

(Address of Principal Executive Offices)

212-605-~~0245~~0233

(Registrant's telephone number, including area code)

Item 41.~~02(a) Non~~01. ~~Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial Statements~~Definitive Agreement

~~We are~~Item ~~filing~~3.02. ~~this~~Unregistered ~~Form~~Sale 8Kof toEquity notify you to no longer rely on the unaudited financial information for the periods ended December 31, 2009 and March 31, 2010 included in our Form 10Q’s filed February 22, 2010 and May 24, 2010, respectivelySecurities.

~~During the~~As ~~audit~~a result of ~~the~~negotiations ~~annual~~that ~~financial~~began ~~statements~~during ~~included in our annual report on Form 10-K for~~ the ~~fiscal~~quarter ~~year~~ ended June 30, ~~2010,~~2013 ~~our~~and ~~independent~~were ~~accounts brought~~finalized toon ~~the attention of management that, beginning in~~ July ~~2009~~12, ~~the Company had convertible debt~~2013, ~~accrued~~MSGI ~~interest,~~Technology ~~contractually issuable shares~~Solutions, ~~options~~ ~~and~~Inc. ~~warrants~~(“MSGI” ~~that,~~or ~~if converted into common stock shares, would exceed~~ the ~~amount~~ ~~of the~~ “Company’s”) ~~authorized~~executed ~~common~~a ~~shares. From~~modification ~~July~~agreement ~~2009 through June 30, 2010, and beyond,~~ (the ~~Company~~“Modification” ~~continued to issue new shares of its common stock and new instruments convertible~~ or ~~exercisable into shares of~~the ~~its~~“Agreement”) ~~common~~with ~~stock. At~~various ~~each~~institutional ~~period~~investors ~~of time that one of these instruments was issued,~~ (the ~~amount of common shares~~“Investors”), which ~~potentially~~modified ~~exceeded~~ the ~~Company’s~~terms ~~issuable~~of ~~shares~~certain convertible ~~above~~promissory ~~its~~notes ~~authorized~~(the ~~common~~“Notes”) ~~shares increased. In~~entered ~~accordance~~into with the ~~guidance~~Investors onby ~~accounting for derivatives,~~ the Company ~~valued~~between 2006 and ~~recorded a derivative liability that resulted from these shares issuable in excess of its authorized share capital at June 30,~~ 2010.

AsThe aAgreement ~~result,~~terminated ~~after~~ the ~~audit~~original ~~was~~Notes ~~completed~~including ~~and~~all ~~the~~principal ~~Form~~and ~~10K~~all ~~was~~accrued ~~filed~~interest ~~management analyzed~~and ~~the~~exchanged ~~impact of~~ the ~~guidance~~former ondebt ~~accounting~~ for ~~embedded~~common ~~derivatives~~stock ~~associated with the excess shares for each~~ of ~~the~~MSGI ~~interim~~at ~~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 issue had~~ an ~~immaterial~~average ~~effect~~exchange onrate ~~the~~of ~~interim period ended September 30, 2009, but that the effect on the interim periods ended December 31, 2009 and March 31, 2010 was material~~$0. ~~Management~~68 ~~discussed~~per ~~their conclusions with the audit committee on December 7, 2010~~share. 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 firm.

AsNote-Holder-A aconverted ~~result~~$17, ~~management and the audit committee determined on December 7~~994,946 ~~2010~~in ~~that the~~principal ~~Company should restate its financial statements for the three~~ and ~~six~~interest ~~months period~~into ~~ended~~25 ~~December~~million ~~31,~~shares ~~2010~~of ~~and~~MSGI ~~for~~common ~~the~~stock. ~~three~~Note-Holder-B ~~and~~converted ~~nine months period ended March 31~~$3, ~~2010. Accordingly~~101, ~~the Company’s previously issued financial~~517 ~~statements~~in ~~for~~principal ~~the three~~ and ~~six~~interest ~~month~~into ~~periods~~5 ~~ended~~million ~~December~~shares ~~31,~~of ~~2009~~MSGI ~~and~~common ~~for the~~stock. ~~three~~Note-Holder-C ~~and~~converted ~~nine month periods ended March 31~~$1, ~~2010~~011,320 ~~included~~ in ~~the~~principal ~~Company’s~~and interest ~~interim~~into ~~reports~~2 onmillion ~~Form~~shares ~~10-Q for each~~ of ~~the~~MSGI ~~quarters~~common ~~ended~~stock. ~~December~~Note-Holder-D ~~31,~~converted ~~2009 and March 31~~$2,209,497 ~~2010~~in ~~should~~principal noand ~~longer~~interest beinto ~~relied upon~~3.7 ~~The~~million ~~Company plans to file~~shares ~~amended interim reports~~ of ~~Form~~MSGI ~~10-Q~~common ~~for each of these periods with the Securities and Exchange Commission subsequent to the filing of this current report on Form 8-K~~stock.

~~Expected impact~~A total of $24,317,280 has been canceled and therefore removed from the ~~restatement~~balance sheet.

~~The estimated impact~~A ofcopy of the ~~adjustments~~form toof the ~~Company’s~~Modification ~~balance~~used ~~sheets~~for ~~and statements~~all offormer ~~operations~~note ~~are~~holders ~~summarized in the tables below. The Company~~ is ~~still~~ infiled ~~the~~herewith ~~process~~as ofExhibit ~~completing its review of the restated financial statements~~4.1, and, ~~therefore,~~is ~~the~~incorporated ~~estimated~~herein ~~adjustments described below are~~by ~~preliminary~~reference. The ~~Company~~foregoing ~~expects the~~description ~~restatement~~is ~~will~~qualified ~~not differ~~in ~~materially~~its ~~from~~entirety by ~~the~~reference ~~estimated~~to ~~adjustments~~Exhibits ~~below~~4.1.

	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	)

Item 9.01. Financial Statements and Exhibits

	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	)

(a) N/A

(b) N/A

(d) 4.1. Form of Modification Agreement

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.~~	MSGI SECURITY SOLUTIONS, INC.
Date: December 10, 2010	By:	/s/ Richard J. Mitchell, III
Date: July 23, 2013		By:	/s/ Richard J. Mitchell III
		Name: Richard J. Mitchell, III
		Name:	Richard J. Mitchell III
		Title: Chief Accounting Officer
		Title:	Chief Accounting Officer

Filing Compare · MSGI TECHNOLOGY SOLUTIONS, INC