12

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-K/A
      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For the fiscal year ended June 30, 2002
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to________________________
                         Commission file number 0-16730

                               MKTG SERVICES, INC.
                 (Name of small business issuer in its charter)
                     Nevada                         88-0085608
                     ------                         ----------
         (State or other jurisdiction of incorporation or organization)
                      (I.R.S. Employer Identification No.)

           333 Seventh Avenue, 20th Floor
                New York, New York                           10001
                ------------------                      --------------
      (Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code:                (917) 339-7100
                                                               --------------
Securities registered pursuant to Section 12(b) of the Act:         None
                                                               --------------
Securities registered pursuant to Section 12(g) of the Act:
                                                               --------------

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                    Yes [X]  No[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no
disclosure will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ X ]
The issuer's revenues for its fiscal year ended June 30, 2002 $38,972,109.
As of October 25, 2002, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $1,025,998.
As of October 25, 2001, there were 7,223,632 shares of the Registrant's common
stock outstanding.




                                       1
<PAGE>


Introduction
------------
On October 15, 2002, MKTG Services,  Inc. ("MKTG" or the "Company"),  filed with
the Securities and Exchange  Commission (the  "Commission") its Annual Report on
Form  10-K for its  fiscal  year June 30,  2002  (the  "2002  Form  10-K").  The
information  called  for by items 10, 11, 12 and 13 of Part III of Form 10-K was
not included in the body of the 2002 Form 10-K as filed, but was incorporated by
reference to the Company's  Proxy  Statement which was expected to be filed with
the  Commission  within the 120-day  period.  Because the Company is not in fact
filing its Proxy Statement  within such 120 day period,  this Form 10-K/A amends
the 2002 Form 10-K by deleting  therefrom  the caption and first  paragraph  and
substituting therefore the following replacements for Items 10, 11, 12 and 13.

Item 10 - Executive Officers and Directors of the Registrant
------------------------------------------------------------
The Company's executive officers and directors and their positions with MKTG are
as follows:
Name                          Age         Position
---------------------------   ---         --------------------------------------
Alan I. Annex                  40         Director and Secretary
J. Jeremy Barbera              45         Chairman of the Board of Directors and
                                          Chief Executive Officer
Cindy H. Hill                  33         Chief Accounting Officer
John T. Gerlach                70         Director
Seymour Jones                  71         Director
C. Anthony Wainwright          69         Director

Mr. Annex has been a Director and Secretary of the Company  since May 1997.  Mr.
Annex is a member of the M&A Committee of the Board of Directors.  Mr. Annex has
been a partner in the law firm of  Greenberg  Traurig,  LLP since  August  2000,
where he  practices  corporate  and  securities  law.  Greenberg  Traurig is the
Company's legal counsel.  Prior thereto,  he was a partner in the law firm Camhy
Karlinsky & Stein LLP from July 1995 to July 2000.  From July 1994 to June 1995,
Mr.  Annex was  Counsel  to said firm.  Prior  thereto  he was  associated  with
Proskauer Rose, LLP.

Mr. Barbera has been Chairman of the Board and Chief Executive since April 1997,
and served as a Director and officer  since October 1996 when they acquired MKTG
Services- New York,  Inc. in an exchange of stock. He founded MKTG Services- New
York in 1987,  which was twice named to the Inc. 500 list of the fastest growing
private  companies in America.  Prior to founding MKTG  Services- New York,  Mr.
Barbera held various  management  positions at Lincoln Center for the Performing
Arts as well as  scientific  research  positions  at  NASA/Goddard  Space Flight
Center yielding 20 years of experience in the areas of  entertainment  marketing
and database  management  services.  Mr. Barbera is a Physicist  educated at New
York University, and graduated from the MIT Enterprise Forum at the Sloan School
of Management.

Ms. Hill has been Chief  Accounting  Officer of the Company  since January 2000,
prior thereto she was Chief  Financial  Officer of the Company from June 1998 to
December 1999, and Corporate Controller of the Company from January to May 1998.
Prior thereto,  she was a manager in the business assurance division of Coopers&
Lybrand,  LLP, where she was employed for the previous six years.  Ms. Hill is a
Certified Public Accountant.

Mr.  Gerlach has been a Director of the Company since December 1997. Mr. Gerlach
is the chairman of the M&A Committee and the chairman of the Audit Committee and
a  member  of the  Compensation  Committee  of the  Board  of  Directors.  He is
presently  Senior  Executive  Professor of the graduate  business program and an
associate  professor of finance at Sacred Heart  University  in  Fairfield,  CT.


                                       2
<PAGE>

Previously,  Mr.  Gerlach  was a Director  in Bear  Stearns'  corporate  finance
department,   with  responsibility  for  mergers  and  financial   restructuring
projects; he was President and Chief Operating Officer of Horn & Hardart,
supervising  restaurant and mail order  subsidiaries,  including Hanover Direct;
and he was the  Founder and  President  of Consumer  Growth  Capital,  a venture
capital firm. Mr. Gerlach also serves as a director for Uno Restaurant Co.; SAFE
Inc.; and the Board of Regents at St. John's University in Collegeville, MN.

Mr.  Jones has been a Director of the Company  since June 1996.  Mr.  Jones is a
member  of the Audit  Committee.  Since  September  1993,  Mr.  Jones has been a
professor of  accounting  at New York  University.  From April 1974 to September
1995, Mr. Jones was a senior partner of the accounting firm of Coopers & Lybrand
L.L.P.  Mr. Jones has over 40 years of public  accounting  experience  including
experience as an arbitrator and as 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,  CHF Industries,  Dubilier & Co.,
and World  Diagnostics,  Inc.  Mr.  Jones also serves as a director for Reliance
Bank.

Mr. Wainwright has been a Director of the Company since May 1991. Mr. Wainwright
is the chairman of the  Compensation  Committee of the Board of  Directors.  Mr.
Wainwright  is currently  Vice  Chairman of the  advertising  agency  McKinney &
Silver and was Chairman of the advertising  firm Harris Drury Cohen,  Inc., from
1995 to 1997.  From 1994 to 1995, he served as a Chairman  with  Cordient  PLC's
Compton  Partners,  a unit of the  advertising  firm  Saatchi  &  Saatchi  World
Advertising,  and, from 1989 to 1994, as Chairman and Chief Executive Officer of
Campbell  Mithun Esty, a unit of Saatchi & Saatchi in New York.  Mr.  Wainwright
also serves as a director of Audio Visual Service Corp.,  American Woodmark and,
Danka P.L.C.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity  securities,  file reports of ownership
on  Forms  3,  4  and  5  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and the NASDAQ Market.  Officers,  directors and greater than ten
percent stockholders are required by the Commission's regulations to furnish the
Company with copies of all Forms 3, 4 and 5 they file.

Based solely on the Company's review of the copies of such forms it has received
and written  representations  from certain  reporting persons that they were not
required to file reports on Form 5 for the fiscal year ended June 30, 2002,  the
Company  believes that all its officers,  directors and greater than ten percent
beneficial owners complied with all filing requirements  applicable to them with
respect to transactions during the fiscal year ended June 30, 2002.


Item 11 - Executive Compensation:
---------------------------------
The following table provides certain information concerning compensation of the
Company's Chief Executive Officer and any other executive officer of the Company
who received compensation in excess of $100,000 during the fiscal year ended
June 30, 2002 (the "Named Executive Officers"):
                                       3
<PAGE>
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                   Fiscal                                                       Securities
                                    Year                                          Other         Underlying
                                    Ended         Annual        Annual           Annual          Options/
Name and Principal                June 30,      Salary ($)       Bonus        Compensation       SARs (#)
------------------                --------      ----------       -----        ------------       --------

Position
--------
<S>                                 <C>          <C>            <C>              <C>               <C>
J. Jeremy Barbera (1)               2002         487,308 (1)    250,000 (2)         -                  -
   Chairman of the                  2001         456,642 (3)       -                -                  -
   Board and CEO                    2000         356,730           -                -              137,500


Cindy Hill                          2002         194,923        75,000 (4)          -                  -
  Chief Accounting                  2001         200,000           -                -                  -
  Officer                           2000         135,336           -                -               16,667

Thomas Smith                        2002         237,981 (5)       -                -                  -
  Former Chief Operating            2001         195,519           -                -                  -
  Officer                           2000          79,773           -                -                4,167

David Greenspan                     2002         231,250 (6)       -             115,000               -
  Former Chief Operating            2001         250,000           -                -               33,334
  Officer                           2000          42,308           -                -                  -
</TABLE>

----------

(1)In March 2002, Mr. Barbera  agreed to reduce his annual salary from $500,000
   to $450,000  until further  notice.  In addition,the Company entered into
   certain transactions with Mr. Barbera.  See Section "CERTAIN RELATIONSHIPS
   AND RELATED TRANSACTIONS."
(2)In connection with the successful sale of the Company's Grizzard
   Communications  subsidiary,  Mr. Barbera was awarded a bonus in the amount of
   $250,000.
(3)The annual  salary for Mr.  Barbera  commencing January 1, 2000 was raised
   from  $350,000 to $500,000.  Notwithstanding,  Mr. Barbera forgave this
   increase for the period January 2000 through December 2000.
(4)In connection with the successful sale of the Company's Grizzard
   Communications  Subsidiary,  Ms. Hill was awarded a bonus in the amount of
   $75,000.
(5)In March 2002,  Mr. Smith agreed to reduce his annual  salary from  $250,000
   to $225,000.  Effective  July 2002,  Mr.  Smith's employment contract was
   amended and he is no longer the Chief Operating Officer of the Company.
(6)In March 2002,  Mr.  Greenspan  agreed to reduce his annual  salary from
   $250,000 to  $225,000.  In May 2002, Mr. Greenspan resigned his employment
   with the Company.  In connection with the  resignation,  the Company has
   agreed to pay severance in the amount of $115,000 to be paid through November
   2002.

STOCK OPTION GRANTS

No options were granted to executive officers or any other employees during
Fiscal Year ended June 30, 2002.


AGGREGATE OPTIONS EXERCISED IN THE LAST FISCAL YEAR AND FISCAL YEAR
END OPTION VALUES

The following table sets forth information regarding the number and value of
securities underlying unexercised stock options held by the Named Executive
Officers as of June 30, 2002.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                                            Number of Securities           Value of unexercised
                                                           Underlying Unexercised          In-the-Money Options/
                          Number of                        Options/SARs at Fiscal           SARs at Fiscal Year
                         Securities          Value              Year End (#)                    End ($)(1)
                        Exercised (#)    Realized ($)     Exercisable/Unexercisable      Exercisable/Unexercisable

<S>                         <C>              <C>               <C>                                  <C>
J. Jeremy Barbera            -                -                269,792/34,375                       0/0
Cindy Hill                   -                -                 23,334/0                            0/0
Thomas Smith                 -                -                  3,807/360                          0/0
David Greenspan              -                -                 22,234/0                            0/0
-----------
</TABLE>

(1) Fair market value of $0.65 share at June 30, 2002 was used to determine the
value of in-the-money options.


COMPENSATION OF DIRECTORS

Beginning in March 2002,  directors who are not employees of the Company receive
an annual retainer fee of $15,000,  $1,000 for each Board Meeting attended, $500
for each  standing  committee  meeting  attended  and  $500  for  each  standing
committee meeting for the Chairman of such Committee.  Prior thereto,  directors
who were not  employees  of the  Company  received  an  annual  retainer  fee of
$25,000.  Fees for attending  meetings and committee meetings remained the same.
Such  Directors  will also be  reimbursed  for  their  reasonable  expenses  for
attending  board and  committee  meetings,  and will  receive an annual grant of
options on June 30 of each year to  acquire  10,000  shares of common  stock for
each fiscal year of service, at an exercise price equal to the fair market value
on the date of grant. Any Director who is also an employee of the Company is not
entitled to any  compensation  or  reimbursement  of  expenses  for serving as a
Director  of the Company or a member of any  committee  thereof.  Mr.  Annex has
indicated that since his firm acts as counsel to the Company he would waive that
described  cash and stock  retainer.  The  Directors  agreed to waive the annual
option grant for the fiscal year ended June 30, 2001 and 2002.




EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL ARRANGEMENTS

The Company has entered into employment agreements with each of its Named
Executive Officers.

Mr.  Barbera was  appointed  to the  position  of  Chairman of the Board,  Chief
Executive Officer and President of MKTG by the Board,  effective March 31, 1997.
Mr.  Barbera had  previously  served as President and CEO of MKTG  Services- New
York, Inc. Mr. Barbera entered into a new employment agreement effective January
1, 2000. The agreement provides for a three year term expiring December 31, 2002
(the "Employment  Term"). The base salary during the employment term is $500,000
for the first year and an amount not less than  $500,000 for the  remaining  two
years.  Mr.  Barbera is  eligible to receive  bonuses  equal to 100% of the base
salary each year at the determination of the Compensation Committee of the Board
of Directors of the Company,  based on earnings and other targeted criteria.  In
March 2002,  Mr.  Barbera agreed to decrease his annual salary to $450,000 until
further notice.  Mr. Barbera has forgone his increase in his salary from January
1, 2000  through  December 31, 2000.  On May 27, 1997,  Mr.  Barbera was granted
options  to  acquire  166,667  shares of  Common  Stock of the  Company;  55,556
exercisable  at $15.75 per  share,  55,556  exercisable  at $18.00 per share and
55,556 exercisable at $21.00 per share. One third of the options in each tranche
vest  immediately and one third of each tranche will become available on each of
the next two  anniversary  dates.  On June 30,  2000,  Mr.  Barbera  was granted
options to acquire 137,500 shares of Common Stock of the Company at $26.625 per


                                       5
<PAGE>

share;  68,750  exercisable on December 31, 2000; 34,375 exercisable on December
31, 2001 and 2002. If Mr. Barbera is terminated without cause (as defined in the
agreement),  then MKTG shall pay him a lump sum payment  equal to 2.99 times the
compensation  paid  during the  preceding  12 months and all  outstanding  stock
options shall fully vest and become immediately exercisable.

Mr. Barbera has agreed in his employment  agreement (i) not to compete with MKTG
or its subsidiaries,  or to be associated with any other similar business during
the employment term,  except that he may own up to 5% of the outstanding  common
stock of  certain  corporations,  as  described  more  fully  in the  employment
agreement,   and  (ii)  upon   termination  of  employment  with  MKTG  and  its
subsidiaries,  not to  solicit  or  encourage  certain  clients  of  MKTG or its
subsidiaries to cease doing business with MKTG and its  subsidiaries  and not to
do business with any other similar business for a period of three years from the
date of such termination.

Ms.  Hill  entered  into an  employment  agreement  effective  January  1, 2000,
providing  for  employment  as Chief  Accounting  Officer  of the  Company.  The
agreement  provided  for a two year term  expiring  on  December  31,  2001 (the
"Employment  Term"). The base salary during the Employment Term was $200,000 for
the first year and not less than  $200,000  for the second  year.  Ms.  Hill was
eligible to receive  raises and bonuses based upon the  achievement  of earnings
and other targeted  criteria if and as determined by the Compensation  Committee
of the Board of Directors.  The agreement  also provided for the granting to Ms.
Hill of options to acquire Common Stock if and as determined by the Compensation
Committee.  If  Ms.  Hill  was  terminated  without  cause  (as  defined  in the
agreement),  then MKTG shall pay her a lump sum  payment  equal to two times the
then base rate.

Ms. Hill has agreed in her employment  agreement (i) not to compete with MKTG or
to be associated  with any other similar  business  during the Employment  Term,
except  that she may own up to 5% of the  outstanding  common  stock of  certain
corporations, as described more fully in her employment agreement, and (ii) upon
termination of employment with MKTG, not to solicit or encourage certain clients
of MKTG (as more fully described in the relevant employment agreement), to cease
doing  business  with  MKTG,  and not to do  business  with  any  other  similar
business, for a period of three years from the date of such termination.

Ms. Hill's employment agreement was not renewed as of December 31, 2001 and is
currently an employee at will.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation  Committee are C. Anthony  Wainwright,  and John
Gerlach.  Mr.Wainwright is Chairman of the Committee.There  were no compensation
interlocks.

Mr. Gerlach and Mr. Wainwright served as members of the  Compensation Committee
of the Company's  Board of Directors  during all of fiscal  year 2002.  None of
such  persons is an  officer or  employee,  or former  officer  or  employee of
the  Company or any of its subsidiaries.

No interlocking relationships exist between the member of the Company's Board of
Directors or Compensation Committee and the Board of Directors or Compensation
Committee of any other Company, nor has any such relationship existed in the
past.


Item 12 - Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
                                       6
<PAGE>

<TABLE>
<CAPTION>

                                  Number of securities                                 Number of Securities
                                    to be issued upon          Weighted-average         remaining available
                                      exercise of             exercise price of        for future issuances
                                  outstanding options,       outstanding options,          under equity
Plan Category                      warrants and rights        warrants and rights       compensation plans
-------------                      -------------------        -------------------       ------------------
<S>                                      <C>                        <C>                       <C>
Equity compensation plans
approved by security holders
       1999 Stock Option Plan            272,618                    $34.21                    253,842

Equity compensation plans not
approved by security holders
       1991 Stock Option Plan (1)        161,868                    $18.67                    23,913
       Warrants (2)                    1,947,758                    $ 0.85                       -
       Executive Options (3)             293,339                    $22.35                       -

</TABLE>

---------------------
(1)    MKTG maintains a non-qualified stock option plan for key
       employees, officers, directors and consultants. The plan is
       administered by the compensation committee of the Board of
       Directors which has the authority to determine which officers and
       key employees of the Company will be granted options, the option
       price and vesting of the options. In no event shall an option
       expire more than ten years after the date of grant.
(2)    Periodically the Company has issued warrants in connection with
       various  transactions and services  provided.  All outstanding
       warrants are currently exercisable.
(3)    The Company has option  agreements  with current and former
       officers and employees of the Company whereby certain options have
       been granted.


The following  table sets forth  certain  information  regarding the  beneficial
ownership  of Common Stock as of  September  30, 2002 by: (i) each  Director and
each of the Named Executive Officers;  (ii) all executive officers and Directors
of the  Company as a group;  and (iii) each  person  known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock.

<TABLE>
<CAPTION>

                                                                  Amount and Nature of
                                                                      Common Stock
                                                                  --------------------
                                                                   Beneficially Owned
Name and Address of Beneficial Holder (1)                          Number      Percent
-----------------------------------------                          ------      -------
Directors and Named Executive Officers:
<S>                                                              <C>            <C>
J. Jeremy Barbera(2)...........................................  1,019,792      13.73%
Cindy Hill(3)..................................................     24,168           *
Alan I. Annex(4)...............................................     22,606           *
Seymour Jones(5)...............................................     31,365           *
C. Anthony Wainwright(6).......................................     23,723           *
John Gerlach(7)................................................     29,252           *

All Directors and Executive Officers as a group (8 persons)....  1,150,906      15.55%

5% Stockholders:
GE Capital Corporation(8)......................................  2,496,871      27.94%
</TABLE>

                                       7
<PAGE>

-----------
*  Less than 1%

(1)  Unless otherwise indicated in these footnotes, each stockholder has sole
     voting and investment power with respect to the shares beneficially owned.
     All share amounts reflect beneficial ownership determined pursuant to Rule
     13d-3 under the Exchange Act. All information with respect to beneficial
     ownership has been furnished by the respective Director, executive officer
     or stockholder, as the case may be. Except as otherwise noted, each person
     has an address in care of the Company.

(2)  Includes 269,792 beneficially owned shares of Common Stock issuable upon
     the exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(3)  Includes 23,334 beneficially owned shares of Common Stock issuable upon the
     exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(4)  Includes 13,835 beneficially owned shares of Common Stock issuable upon the
     exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(5)  Includes 11,001 beneficially owned shares of Common Stock issuable upon the
     exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(6)  Includes 10,835 beneficially owned shares of Common Stock issuable upon the
     exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(7)  Includes 17,002 beneficially owned shares of Common Stock issuable upon the
     exercise of options which are currently exercisable or are exercisable
     within 60 days of September 30, 2002.

(8)  Includes 1,778,334 beneficially owned shares of Common Stock issuable upon
     the exercise of warrants which are currently exercisable or are exercisable
     with 60 days of September 30, 2002. The address for the 5% Stockholder is
     as follows: 120 Long Ridge Road, Stamford, Connecticut 06927.


Item 13 - Certain Relationships and Related Transactions
--------------------------------------------------------
Transactions with Mr. Barbera:  During the year ended June 30, 2002, the Company
advanced  $1,000,000 pursuant to a promissory note receivable to Mr. Barbera due
and payable to the Company at maturity,  October 15, 2006. The Company  recorded
the note  receivable  at a discount  of  approximately  $57,955  to reflect  the
incremental  borrowing  rate of Mr.  Barbera and is being  amortized as interest
income  over the term of the  note  using  the  straight-line  method.  The note
receivable is collateralized by current and future holdings of MKTG common stock
owned by the  officer and bears  interest at prime.  Interest is due and payable
yearly on October 15th. The Company  recognized  interest  income of $36,488 for
the year ended June 30, 2002.  The note was entered into as an inducement to the
continued  employment of Mr. Barbera and to provide  additional  security in the
event of a change in  control.  Accordingly,  the note will be  forgiven  in the
event of a change in control.

During the year end June 30, 2001,  the Company  entered into a promissory  note
agreement with Mr.  Barbera for up to  $1,000,000,  due and payable at maturity,
January 1, 2002. The promissory note bore interest at 15% per annum and included
certain prepayment  penalties.  During the year ended June 30, 2001, the Company
received  advances of $900,000 and made  repayments of $650,000.  As of June 30,
2001, there was approximately  $250,000 of principal outstanding and $150,000 of
accrued interest and penalties. In August 2001, the entire principal and accrued


                                       8
<PAGE>

interest was paid. The amount of interest and penalties paid by the Company to
Mr. Barbera was equal to his cost of funds and no personal profit was derived
therefrom.

Transactions with Mr. Annex: Mr. Annex, Secretary and a Director of the Company,
is a partner in the law firm of Greenberg  Traurig  LLP,  which  provides  legal
services to the Company. The Company incurred expenses aggregating approximately
$921,000  during fiscal 2001.  Mr. Annex has informed the Company that such fees
did not  represent  more than 5% of such firm's  revenues  for its fiscal  years
ending  during such  periods.  The Company  believes  that the fees for services
provided by the law firm were at least as  favorable  to the Company as the fees
for such services from unaffiliated third parties.

Transactions with 5% Stockholders: In 1999, a lawsuit under Section 16(b) of the
Securities  Exchange Act of 1934 was commenced  against General Electric Capital
Corporation  ("GECC") by Mark Levy,  derivatively  on behalf of the Company,  to
recover short swing profits  allegedly  obtained by GECC in connection  with the
purchase  and sale of MKTG  securities.  The case was  filed in the name of Mark
Levy v. General  Electric  Capital  Corporation,  in the United States  District
Court  for the  Southern  District  of New  York,  Civil  Action  Number 99 Civ.
10560(AKH).  In February 2002, a settlement  was reached among the parties.  The
settlement  provided for a $1,250,000 payment to be made to MKTG by GECC and for
GECC to  reimburse  MKTG  for  the  reasonable  cost  of  mailing  a  notice  to
stockholders up to $30,000. On April 29, 2002, the court approved the settlement
for  $1,250,000,  net of attorney fees plus  reimbursement  of mailing costs. In
July 2002,  the court ruling became final and the Company  received and recorded
the net settlement payment of $965,486 plus reimbursement of mailing costs.




                                       9
<PAGE>



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-K/A to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    MARKETING SERVICES GROUP, INC.

                                    By:     /s/ Jeremy Barbera
                                            ------------------------------------
                                            Name     :   J. Jeremy Barbera
                                            Title    :   Chief Executive Officer


                                    By:     /s/ Cindy H. Hill
                                            ------------------------------------
                                            Name     :        Cindy H. Hill
                                            Title : Chief Accounting Officer





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Date:  October 28, 2002


CERTIFICATIONS

I, Cindy H. Hill, certify that:

1. I have reviewed the annual report on this Form 10-K/A of MKTG Services, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered in this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.


                              /s/ Cindy H. Hill
                              ------------------
                              Cindy H. Hill
                              Chief Accounting Officer

EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 of the
Certification as set forth in Form 10-K/A have been omitted, consistent with the
Transition Provisions of SEC Exchange Act Release No. 34-46427, because this
Annual Report on Form 10-K covers a period ending before the Effective Date of
Rules 13a-14 and 15d-14.



I, J. Jeremy Barbera, certify that:

1. I have reviewed the annual report on this Form 10-K/A of MKTG Services, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered in this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.


                              /s/ J. Jeremy Barbera
                              ---------------------
                              J. Jeremy Barbera
                              Chairman of the Board and Chief Executive Officer

EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5 and 6 of the
Certification as set forth in Form 10-K/A have been omitted, consistent with the
Transition Provisions of SEC Exchange Act Release No. 34-46427, because this
Annual Report on Form 10-K covers a period ending before the Effective Date of
Rules 13a-14 and 15d-14.




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                                                                      Exhibit 24



                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of MKTG Services, Inc. (the "Company") on
Form 10-K and as amended on Form 10-K/A for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Cindy H. Hill, as Chief Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
   the Securities Exchange Act of 1934: and

2) The information contained in the Report fairly presents, in all material
   respects, the financial condition and results of operations of the Company.


                               /s/ Cindy H. Hill
                               -----------------
                               Cindy H. Hill
                               Chief Accounting Officer

                               October 28, 2002


In connection with the Annual Report of MKTG Services, Inc. (the "Company") on
Form 10-K and as amended on Form 10-K/A for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, J. Jeremy Barbera, as Chairman of the Board and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
   the Securities Exchange Act of 1934: and

2) The information contained in the Report fairly presents, in all material
   respects, the financial condition and results of operations of the Company.


                               /s/ J. Jeremy Barbera
                               ----------------------
                               J. Jeremy Barbera
                               Chairman of the Board and Chief Executive Officer

                               October 28, 2002



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