MSGI Announces Strategic Name Change and Relocation of Operations to NASA in
Mountain View, California (2010)
MSGI Security Solutions, Inc. (MSGI 0.04, 0.00, -2.63%) , a provider of proprietary solutions to commercial and government organizations, today announced that the Company has planned to undergo a name change and a relocation of their operations to Mountain View, California.
MSGI is planning to change the name of the Company from MSGI Security Solutions, Inc. to MSGI Technology Solutions Inc. effective upon the conclusion of a proposed shareholder vote. The Company anticipates that a preliminary proxy will be filed on Form 14A with the U.S. Securities and Exchange Commission shortly and that a mailing of the proxy materials to voting shareholders should occur in December 2010. In the interim, the Company will operate under the DBA of MSGI Technology Solutions, Inc. While MSGI will continue to conduct business in the homeland security sector and will in fact be releasing new homeland security products in 2011, the Company has expanded their product portfolio and offerings to encompass the life sciences and renewable energy sectors. Changing the name to MSGI Technology Solutions will better reflect the Company's broader technology platform. MORE INFO NASA, MSGI Partner for Nanotechnology and Solar Energy
MOFFETT FIELD, Calif. -- Today NASA announced under the terms of two Space Act Agreements, it will partner with MSGI Security Solutions Inc., San Francisco, to advance solar cell technology and develop nano-chemical sensors. The solar cells will use semiconductor materials instead of silicon crystals and prepare them in a nanostructured form for greater efficiency. NASA and MSGI also will use nanotechnology and carbon-based chemical sensing to detect gas and organic vapors found in human breath.
NASA developed these two revolutionary nanotechnologies that now have promising alternative applications. Solar cells that powered space missions now may compete with conventional electricity as an energy source. An electronic sniffing sensor, used to monitor the air onboard the Space Shuttle, may be used for medical diagnoses and environmental monitoring.
"Silicon crystalline solar technology has limitations that this new nanostructured form and semiconductor technology will surpass," said Meyya Meyyappan, chief scientist for exploration technology and director of the Center for Nanotechnology at NASA's Ames Research Center, Moffett Field, Calif. "This has led NASA to investigate novel materials, substrates and production techniques with the goal of becoming more efficient while achieving lower production costs."
MSGI recently announced that its subsidiary companies will co-develop and commercialize these technologies.
Nanobeak Inc., is a nanotechnology company that develops carbon nanotube-based chemical sensing devices. It will soon launch its first prototype, derived from NASA technology, which is a handheld sensor that can detect diabetes. The device will measure specific signatures for diabetes by simply breathing into a personal handheld device. This will help eliminate expensive laboratory tests and inconvenient trips to the laboratory facility.
"This product will provide a simple, non-invasive test to save lives by providing early diabetes detection," said Barbera. "More than fifty percent of all people who have diabetes are unaware of that fact.”
Andromeda Energy Inc., will focus on scalable renewable energy solutions that cost less per watt than conventional energy sources.
"We are committed to establishing a solar platform in Northern California, which will create new jobs and help stimulate the local economy, while reducing our dependence on traditional energy sources," said Jeremy Barbera, chairman and chief executive officer of MSGI Security Solutions, Inc. Link To Above NASA News Release
BREAKING NEWS : July 2013
Form 8-K for MSGI TECHNOLOGY SOLUTIONS, INC
Changes in Registrant's Certifying Accountant
On July 25, 2013, the Company, with the approval of the Audit Committee, engaged MaloneBailey LLP ("MaloneBailey") as the Company's new independent registered accounting firm.
During the two most recent fiscal years and through the July 25, 2013, neither the Company, nor anyone on its behalf, consulted MaloneBailey regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed: or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company by MaloneBailey that it concluded was an important factor considered by the Company in reaching a decision as to the accounting , auditing or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" as defined in Item 304(a)(1)(v) of Regulation S-K.
READ ENTIRE RELEASE
Form 8-K for MSGI TECHNOLOGY SOLUTIONS, INC
Unregistered Sale of Equity Securities
Item 3.02. Unregistered Sale of Equity Securities.
As a result of negotiations that began during the quarter ended June 30, 2013 and were finalized on July 12, 2013, MSGI Technology Solutions, Inc. ("MSGI" or the "Company") executed a modification agreement (the "Modification" or the "Agreement") with various institutional investors (the "Investors"), which modified the terms of certain convertible promissory notes (the "Notes") entered into with the Investors by the Company between 2006 and 2010.
The Agreement terminated the original Notes including all principal and all accrued interest and exchanged the former debt for common stock of MSGI at an average exchange rate of $0.68 per share.
Note-Holder-A converted $17,994,946 in principal and interest into 25 million shares of MSGI common stock. Note-Holder-B converted $3,101,517 in principal and interest into 5 million shares of MSGI common stock. Note-Holder-C converted $1,011,320 in principal and interest into 2 million shares of MSGI common stock. Note-Holder-D converted $2,209,497 in principal and interest into 3.7 million shares of MSGI common stock.
A total of $24,317,280 has been canceled and therefore removed from the balance sheet.
A copy of the form of the Modification used for all former note holders is filed herewith as Exhibit 4.1, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to Exhibits 4.1. READ ENTIRE RELEASE
ARTICLE #1 - NASA Ames Scientist Develops Cell Phone Chemical Sensor
What Is This Amazing NanoTechnology and NASA Partnership All About : READ THESE ARTICLES
ARTICLE #2 - Ames Honored with Invention Award for Chemical Detection Sensor
ARTICLE #3 - MSGI Announces Formation of Nanobeak Subsidiary as Holding Company for NASA Technology ARTICLE #4 - NASA’s Revolutionary Cancer Nanosensing Cell Phone Case MSGI DOMAINS TO WATCH
http://msgitechnology.com http://nanobeak.com http://msgisolar.com
Mr. Barbera has been Chairman of the Board and Chief Executive of MSGI and its predecessor businesses since April 1997, and has served as Director and Officer since October 1996 when MSGI Direct was acquired in an exchange of stock. He founded MSGI Direct in 1987, which was twice named to the Inc. 500 list of the fastest growing private companies in America. Mr. Barbera pioneered the practice of database marketing for the live entertainment industry in the 1980's, achieving nearly one hundred percent market share in New York. Under his leadership, MSGI originated the business of web-based ticketing in 1995 and became the dominant services provider in every major entertainment market in North America. Their principal areas of concentration also included: financial services, fundraising and publishing.
MSGI was named one of the 50 fastest growing public companies in both 2001 and 2002 by Crains New York Business. In April 2004, Mr. Barbera completed the divestiture of the MSGI legacy businesses and re-birthed the company in the homeland security industry as MSGI Security Solutions.
Prior to founding MSGI Direct, Mr. Barbera was a research scientist based at NASA/Goddard Space Flight Center, working on such groundbreaking missions as Pioneer Venus and the Global Atmospheric Research Program. Mr. Barbera has more than 20 years of experience in the areas of technology, software, marketing and database management services. Mr. Barbera is a Physicist educated at New York University and Massachusetts Institute of Technology.
Joseph C. Peters, Esq.
Mr. Peters, President of MSGI Security Solutions Inc. served President George W. Bush as the Assistant Deputy Director for State and Local Affairs of the White House's Drug Policy Office - commonly referred to as the Drug Czar's Office. There his duties included supervision of the country's High Intensity Drug Trafficking Area (HIDTA) Program. Mr. Peters also served as the Drug Czar's Liaison to the White House Office of Homeland Security and Governor Tom Ridge.
Previously, Mr. Peters joined the Clinton White House, to direct the country's 26 HIDTA's, with an annual budget of a quarter billion dollars. Mr. Peters also represented the White House with police, prosecutors, governors, mayors and many non-governmental organizations. Mr. Peters began his career as a State prosecutor when he joined the Pennsylvania Attorney General's office in 1983. He later served as a Chief Deputy Attorney General of the Organized Crime Section, and in 1989 was named the first Executive Deputy Attorney General of the newly created Drug Law Division. In that capacity, Mr. Peters oversaw the activities of 56 operational drug task forces throughout the State, involving approximately 760 local police departments with 4,500 law enforcement officers.
Mr. Peters consults to national and international law enforcement organizations on narco-terrorism and related intelligence and prosecution issues. He is an associate member of the Pennsylvania District Attorney's Association, and a member of the International Association of Chiefs of Police, where he sits on their Terrorism Committee. Mr. Peters has devoted his entire career to public service.
A Director of the Company since December 1997, Mr. Gerlach is chairman of the M&A Committee and a member of both the Audit and Compensation committees of the Board of Directors. He is currently Senior Executive Professor of the graduate business program and Associate Professor of Finance at Sacred Heart University in Fairfield, CT. Previously, Mr. Gerlach was a Director in Bear Stearns' corporate finance department, with responsibility for mergers and financial restructuring projects; President and Chief Operating Officer of Horn & Hardart; and Founder and President of Consumer Growth Capital. Mr. Gerlach also serves as a director for Uno Restaurant Co.; SAFE Inc.; Cycergie (a French company); Akona Corp.; and the Board of Regents at St. John's University in Collegeville, MN; he is a member of an advisory board for Drexel University's College of Business & Administration.
David C. Stoller
A Director of the Company since March 2004 and a member of the Audit Committee, Mr. Stoller has been involved in public and private finance for the last 20 years. Mr. Stoller began his professional career as an attorney. He was partner and co-head of global finance for Milbank, Tweed, Hadley & McCloy, LLP where he helped build one of the world's largest and most successful practices, participating personally in financings totaling more than $4 billion.
At the end of 1992, Mr. Stoller joined Charterhouse Group International, a large New York City-based private equity firm, as chairman of its Environmental Capital Group. In 1993, Mr. Stoller, through the Charterhouse Environmental Group, launched American Disposal Services, an integrated waste management company that ultimately acquired and consolidated, with $34mm in equity capital, more than 70 waste management companies, located principally in the Midwest. American Disposal had a successful IPO in July 1996, and shortly afterward, Mr. Stoller, still chairman, became a general partner at Charterhouse and actively participated in raising $1 billion for Charterhouse's third private equity fund. American Disposal was sold in 1998 to Allied Waste for a price exceeding $1.3 billion. In August of 1998, Mr. Stoller left Charterhouse to launch Americana Financial Services, raising over $25mm in private equity capital. Americana (now the American Wholesale Insurance Group) is currently one of the top five largest private wholesale insurance brokerages in the United States.
In 2002, Mr. Stoller launched TransLoad America LLC, which is principally in the business of transloading and transporting waste materials by rail, with an initial focus on the northeastern section of the United States. Mr. Stoller holds a B.A. from the University of Pennsylvania; an M.A. from the Graduate Faculty of the New School for Social Research; and a J.D. from Fordham University School of Law. He is also a graduate of the Harvard Business School Advanced Management Program.
A Director of the Company since June 1996 and a member of the Audit Committee, Mr. Jones has been Professor of Accounting at New York University since September 1993. From April 1974 to September 1995, Mr. Jones was a senior partner of the accounting firm of PricewaterhouseCoopers LLP. In addition to 40-plus years of accounting experience, Mr. Jones has more than ten years of experience as an arbitrator and an expert witness, particularly in the areas of fraud, mergers and acquisitions, and accounting matters. Mr. Jones also functions as a consultant to Milberg Factors and CHF Industries, and serves as a director for Reliance Bank.