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, 2000
                                       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


                         MARKETING SERVICES GROUP, INC.
                         ------------------------------
                 (Name of small business issuer in its charter)


             Nevada                                    88-0085608
             ------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

 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.

[ ] The  issuer's  revenues  for  its  fiscal  year  ended  June  30,  2000  are
$128,606,882.

As of October 23, 2000,  the aggregate  market value of the voting stock held by
non-affiliates of the Registrant was approximately $44,600,000.

As of October 23, 2000, there were 30,021,570 shares of the Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes No X

<PAGE>


Introduction
------------
On October 13, 2000,  Marketing  Services Group, Inc. ("MSGi" 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,  2000 (the "2000 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  2000  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  with in such 120 day period,  this Form
10-K/A  amends the 2000 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 MSGi are
as follows:


Name                    Age     Position
-------------------     ---     ------------------------------------------------
Alan I. Annex           38      Director and Secretary
J. Jeremy Barbera       44      Chairman of the Board of Directors and
                                  Chief Executive Officer
Robert M. Budlow        39      Vice President of MSGi and President of
                                  MSGi Direct - New York
Michael Dzvonik         58      Chief Operating Officer
Cindy H. Hill           31      Chief Accounting Officer
Rudy Howard             41      Chief Financial Officer
Stephen Killeen         38      President and Director
S. James Coppersmith    67      Director
John T. Gerlach         68      Director
Seymour Jones           69      Director
C. Anthony Wainwright   67      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 and Chief  Executive  Officer of the Company since
April 1997 and was  President of the Company from April 1997 to May 1999 and was
a Director and Vice President of the Company from October 1996 to April 1997. He
has been Chief  Executive  Officer  of MSGi  Direct - New York,  Inc.  since its
formation in 1987.  Mr. Barbera is a member of the M&A Committee of the Board of
Directors.  Mr.  Barbera has eighteen  years of  experience  in data  management
services,  and over twenty years of  experience in the  entertainment  marketing
area. Mr. Barbera also serves as a director of Greatergood.com.

Mr.  Budlow  has been Vice  President  of the  Company  since  October  1996 and
President of MSGi Direct - New York,  Inc. since April 1997.  Prior thereto,  he
was Executive  Vice President and Chief  Operating  Officer of MSGi Direct - New
York since 1990.  He has fourteen  years of  experience  in database  management
services and subscription, membership and donor renewal programs.

Mr. Dzvonik has been Chief Operating Officer since March 2000. From 1997 to 2000
he was  Chairman and Chief  Executive  Officer of Grizzard  Advertising  and has
acted as Grizzard's  President  since 1994.  Prior thereto,  he was an Executive
Vice  President  of Grizzard  for nine years.  He serves as the  Immediate  Past
Chairman of the Board of Directors of the Mail Advertising  Service  Association
(MASA) and is a frequent speaker at conferences and postal customer councils.

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
PricewaterhouseCoopers,  LLP, where she was employed for the previous six years.
Ms. Hill is a Certified Public Accountant.

Mr. Howard has been Chief  Financial  Officer  since January 2000.  Prior to his
appointment,   he  served  for  four  years  as  Chief   Financial   Officer  of
Pharmaceutical  Product  Development,  Inc.  (PPD),  a research and  development
services provider to pharmaceutical and biotechnology companies.  Prior thereto,
he was a Partner with  PricewaterhouseCoopers  LLP, culminating over a decade of
public    consultancy    experience    as   a   senior    manager    with   both
PricewaterhouseCoopers  and Deloitte & Touche.  Mr. Howard is a Certified Public
Accountant.

Mr.  Killeen  has been  President  since July 2000 and a Director of the Company
since February 2000.  Previously,  he was Vice President and General  Manager of
Alta  Vista,  a CMGi  company.  He joined Alta Vista upon its merger with Raging
Bull in 1999 where he acted as  President  and Chief  Executive  Officer.  Prior
thereto,  he spent ten years in the  online  financial  services  industry  most
recently  as  Senior  Vice   President  of  Brokerage   Services  with  Fidelity
Investments and as Senior Vice President of Marketing with DLJ Direct. Mr.
Killeen also serves as a director of Greatergood.com.

Mr.  Coppersmith  has been a  Director  of the  Company  since  June  1996.  Mr.
Coppersmith  is the chairman of the  Compensation  Committee and the chairman of
the Audit  Committee of the Board of Directors.  He was Chairman of the Board of
Trustees  of  Boston's  Emerson  College  from 1994  until his term  expired  in
December 1997. Until his retirement in 1994, Mr. Coppersmith held various senior
executive positions with Metromedia Broadcasting where he managed its television
operations  in Los Angeles,  New York,  and Boston and served as  President  and
General  Manager  of  Boston's  WCVB-TV,  an ABC  affiliate  owned by The Hearst
Corporation.  Mr.  Coppersmith  also serves as a director  for B.J.'s  Wholesale
Club, Sun America Asset Management Corporation and The Boston Stock Exchange.

Mr.  Gerlach has been a Director of the Company since December 1997. Mr. Gerlach
is the chairman of the M&A Committee and a member of the Audit Committee and 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. 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.;  Cycergie (a French
company);  Akona  Corp.;  the  Board of  Regents  at St.  John's  University  in
Collegeville,  MN;  and is a member  of an  advisory  board for the  College  of
Business & Administration at Drexel University.

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
PricewaterhouseCoopers  L.L.P.  Mr.  Jones  has  over  40  years  of  accounting
experience  and over ten  years of  experience  and as an  arbitrator  and as an
expert witness, particularly in the areas of fraud and mergers and acquisitions.
Mr. Jones also  functions as a consultant to Milberg  Factors and CHF Industries
and acts as an expert witness in accounting matters.  Mr. Jones also serves as a
director for Reliance Bank.

Mr. Wainwright has been a Director of the Company since May 1996. Mr. Wainwright
is a  member  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.,  Del Webb  Corporation,
American Woodmark Corporation, Danka P.L.C. and Advanced Polymer Systems.


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 National 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, 2000,  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, 2000.


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, 2000 (the "Named Executive Officers"):
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                 Securities
                                      Fiscal Year        Annual      Annual      Underlying
Name and Principal Position          Ended June 30,     Salary ($)   Bonus     Options/SARs (#)
---------------------------          --------------     ----------   ------    ----------------
<S>                                      <C>             <C>          <C>          <C>
J. Jeremy Barbera (1)(2)                  2000            356,730                   825,000
  Chairman of the Board and CEO           1999            298,077                         -
                                          1998            198,077                    50,000

Michael Dzvonik (3)                       2000             83,695                   250,000
  Chief Operating Officer

Rudy Howard (4)                           2000            117,692                   375,000
  Chief Financial Officer

Cindy Hill (5)                            2000            135,336                   100,000
  Chief Accounting Officer                1999            110,096                         -
                                          1998             48,077                    50,000

Robert Budlow                             2000            207,692                         -
  Vice President                          1999            178,654                         -
                                          1998            144,321                    55,000
-----------
</TABLE>


(1)  The annual  salary for Mr.  Barbera  commencing  January 1, 2000 was raised
     from $350,000 to $500,000.  Notwithstanding,  Mr. Barbera has forgiven this
     increase for an unspecified period of time.

(2)  During fiscal year end June 30, 1998, Mr. Barbera  forgave all interest due
     him on a note payable and forgave an increase in his annual salary from May
     27, 1997 to December  31, 1997.  In  consideration  for this,  the Board of
     Directors  granted Mr.  Barbera  options to acquire 50,000 shares of Common
     Stock at the then current fair market price.


(3)  The  annual  salary  for Mr.  Dzvonik  was  $300,000  for 2000.  Due to the
     acquisition of Grizzard  Communications  Group, Inc. on March 22, 2000, Mr.
     Dzvonik's  annual  compensation  only reflects  approximately  three months
     salary.

(4)  The  annual  salary  for Mr.  Howard  was  $300,000  for  2000.  Due to his
     appointment  in  February  2000,  Mr.  Howard's  annual  compensation  only
     reflects approximately four months salary.

(5)  The  annual  salary  from  Ms.  Hill  was  $100,000  for  1998.  Due to her
     appointment  in January  1998,  Ms. Hill's  compensation  only reflects six
     months salary.


STOCK OPTION GRANTS

The table below provides  information  relating to stock options  granted to the
Named Executive Officers during the fiscal year ended June 30, 2000.

<TABLE>
<CAPTION>
                     OPTIONS GRANTED IN THE LAST FISCAL YEAR


                                                              Individual Grant
                        ------------------------------------------------------------------------------------------
                            Number of         % of Total Options/
                            Securities          SARs Granted to        Exercise or
                       Underlying Options/        Employees in          Base Price      Expiration        Grant
                          SARs Granted (#)       Fiscal Year (5)      ($ per share)        Date         Date Value
                          ----------------       ---------------      -------------        ----         ----------
<S>                       <C>                      <C>                 <C>              <C>           <C>
Jeremy Barbera (1)           825,000                  30%                $4.4375           01/09         $4.4375

Michael Dzvonik (2)          250,000                   9%                $4.4375           01/09         $4.4375

Rudy Howard (3)              250,000                   9%                $17.625           01/09         $17.625
                             125,000                   6%                $4.4375           01/09         $4.4375

Cindy Hill (4)               100,000                   4%                $4.4375           01/09         $4.4375
</TABLE>
-----------------------

(1)  Mr. Barbera's  options are exercisable as follows:  412,500 on December 31,
     2000, 206,250 on December 31, 2001 and 2002.

(2)  Mr. Dzvonik's options are exercisable as follows: 83,334 available on March
     22, 2001, 83,333 on March 22, 2002 and 83,333 on March 22, 2003.

(3)  Mr.  Howard's  options are  exercisable  as follows:  250,000  options were
     granted in  January  2000  which are  exercisable  monthly at a rate of one
     twenty-fourth  per month for a period of 24 months.  125,000  options  were
     granted in June 2000 of which 31,250 are exercisable immediately,  5,214 on
     July 30, 2000 and 5,208 monthly for 17 months beginning August 30, 2000.

(4)  Ms.  Hill's   options  are   exercisable  as  follows:   33,334   available
     immediately,  2,795 on July 31,  2000 and 2,777  monthly for a period of 23
     months beginning June 2000.

(5)  During  the  fiscal  year  ended  June  30,  2000,  all  employees  and all
     non-employee  Directors of the Company received options to purchase a total
     of 2,707,906 shares of Common Stock.



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, 2000.
<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                 -            -             1,000,000/825,000                  1,395,834/0
Michael Dzvonik                   -            -                 0/250,000                          0/0
Rudy Howard                       -            -              93,750/281,250                        0/0
Cindy Hill                        -            -               73,334/66,666                      53,100/0
Robert Budlow                     -            -                 55,000/0                         73,013/0
-----------
</TABLE>

(1)  Fair  market  value of  $4.4375  per  share  at June  30,  2000 was used to
determine the value of in-the-money options.



COMPENSATION OF DIRECTORS

Commencing April 1, 2000, Directors who are not employees of the Company receive
an annual retainer fee of $25,000,  $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.  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.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

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 MSGi by the Board,  effective March 31, 1997.
Stephen  Killeen  assumed the position of President upon his appointment in July
2000. Mr.  Barbera had  previously  served as President and CEO of MSGi Direct -
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.  Mr.  Barbera has forgone the increase in his salary for an indefinite
period of time.  On May 27,  1997,  Mr.  Barbera was granted  options to acquire
1,000,000 shares of Common Stock of the Company;  333,334  exercisable at $2.625
per share,  333,333  exercisable  at $3.00 per share and 333,333  exercisable at
$3.50 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
825,000  shares of Common  Stock of the  Company at $4.4375  per share;  412,500
exercisable on December 31, 2000;  206,250  exercisable on December 31, 2001 and
2002. If Mr. Barbera is terminated  without cause (as defined in the agreement),
then MSGi 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 MSGi
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  MSGi  and  its
subsidiaries,  not to  solicit  or  encourage  certain  clients  of  MSGi or its
subsidiaries to cease doing business with MSGi 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.

Mr.  Howard  entered  into an  employment  agreement  effective  January 1, 2000
providing for his employment as Chief  Financial  Officer of MSGi. The agreement
provides  for a three year term  expiring  December  31,  2003 (the  "Employment
Term").  The base salary  during the  Employment  Term is $300,000 for the first
year and not less than  $300,000  for the  remaining  two years.  Mr.  Howard is
eligible  to receive  bonuses  equal to 50% of the base  salary each year at the
determination  of the Audit  Committee of the Board of Directors of the Company,
based on earnings and other targeted  criteria.  On January 27, 2000, Mr. Howard
was granted  options to acquire 250,000 shares of Common Stock of the Company at
$17.625  per share  which  are  exercisable  equally  over a period of 24 months
beginning  January 27, 2000. On June 30, 2000, Mr. Howard was granted options to
acquire  125,000  shares of Common  Stock of the  Company at $4.4375  per shares
which are exercisable  equally over a period of 24 months beginning  January 27,
2000. If Mr. Howard is terminated  without cause (as defined in the  agreement),
then MSGi shall pay him a lump sum payment equal to 2.99 times the  compensation
paid during the preceding 12 months and all out outstanding  stock options shall
fully vest and become immediately exercisable.

Mr.  Budlow  entered into an  employment  agreement  effective  October 1, 1996,
providing for his  employment as Executive Vice President of MSGi & President of
MSGi Direct - New York, Inc. The agreement provides for an initial term expiring
on September 30, 1999 (the "Employment Term") and is renewable for an additional
three-year  term unless MSGi Direct New York,  Inc. or Mr.  Budlow gives written
notice.  The base salary  during the  Employment  Term is $125,000 for the first
year,  $165,000  for the  second  year and  $200,000  for the  third  year.  The
agreement has been renewed for an additional three year term at a base salary of
$250,000 for the first year and not less than $250,000 for each additional year.
Mr. Budlow is 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  provides  for the
granting to Mr.  Budlow of options to acquire  Common Stock if and as determined
by the Option Plan  Committee.  If Mr.  Budlow is  terminated  without cause (as
defined in the  agreement),  then MSGi shall pay him a lump sum payment equal to
one year of his salary at the then base rate.

Mr. Budlow has agreed in his  employment  agreement (i) not to compete with MSGi
Direct - New York 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 his employment  agreement,
and (ii) upon  termination of employment with Metro, not to solicit or encourage
certain  clients of Metro (as more fully  described in the  relevant  employment
agreement) to cease doing  business with Metro,  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  provides  for a two year term  expiring  on  December  31,  2001 (the
"Employment  Term").  The base salary during the Employment Term is $200,000 for
the first year and not less than  $200,000  for the  second  year.  Ms.  Hill is
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 agreements  also provide for the granting to Ms.
Hill of options to acquire Common Stock if and as determined by the Compensation
Committee.  If  Ms.  Hill  is  terminated  without  cause  (as  defined  in  the
agreement),  then MSGi 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 MSGi 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 MSGi, not to solicit or encourage certain clients
of MSGi (as more fully described in the relevant employment agreement), to cease
doing  business  with  MSGi,  and not to do  business  with  any  other  similar
business, for a period of three years from the date of such termination.


In  addition,  the Company has entered  into an  employment  agreement  with Mr.
Killeen and Mr. Dzvonik.

Mr.  Killeen  entered  into an  employment  agreement  effective  July  7,  2000
providing for his employment as President of MSGi. The agreement  provides for a
three year term expiring June 30, 2003 (the "Employment  Term"). The base salary
during  the  Employment  Term is  $400,000  for the first year and not less than
$400,000 for the remaining two years. Mr. Killeen is eligible to receive bonuses
equal  to 50%  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.  On July 7, 2000, Mr. Killeen was granted
options to acquire  400,000  shares of Common  Stock of the Company at $4.50 per
share of which one third are  exercisable  on July 7, 2000 and the remaining two
thirds vest equally over 24 months  beginning  August 7, 2000. If Mr. Killeen is
terminated without cause (as defined in the agreement),  then MSGi shall pay him
a lump  sum  payment  equal to 2.99  times  the  compensation  paid  during  the
preceding 12 months and all out  outstanding  stock options shall fully vest and
become immediately exercisable.

Mr.  Dzvonik  entered  into an  employment  agreement  effective  March 22, 2000
providing for his employment as Chief  Operating  Officer of MSGi. The agreement
provides for a three year term expiring March 21, 2003 (the "Employment  Term").
The base salary  during the  Employment  Term is $300,000 for the first year and
not less than $300,000 for the remaining two years.  Mr.  Dzvonik is eligible to
receive  bonuses equal to 50% 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. On March 22, 2000, Mr. Dzvonik was granted
options to acquire  250,000 shares of Common Stock of the Company at $4.4375 per
share of which  one  third  are  exercisable  on March  22,  2001,  one third on
March22,  2002 and one third on March 22,  2003.  If Mr.  Dzvonik is  terminated
without cause (as defined in the agreement),  then MSGi shall pay him a lump sum
payment equal to two times the then base salary.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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



Item 12 -  Security Ownership of  Certain Beneficial Owners and Management
--------------------------------------------------------------------------

The following  table sets forth  certain  information  regarding the  beneficial
ownership of Common Stock as of October 16, 2000 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.


                                                          Amount and Nature of
                                                      Common Stock Beneficially
                                                                Owned
Name and Address of Beneficial Holder(1)                 Number       Percent
----------------------------------------                 ------       -------
Directors and Named Executive Officers:

J. Jeremy Barbera(2)................................... 3,200,000      10.05%
Michael Dzvonik(3).....................................   449,744       1.49%
Rudy Howard(4).........................................   375,000       1.23%
Cindy Hill(5)..........................................   144,000          *
Robert Budlow(6).......................................   477,200       1.59%
Stephen Killeen(7).....................................   400,000       1.31%
Alan I. Annex(8).......................................    87,620          *
S. James Coppersmith(9)................................    56,000          *
Seymour Jones(10)......................................    88,362          *
C. Anthony Wainwright(11)..............................    68,408          *
John Gerlach(12).......................................   108,500          *


All Directors and Executive Officers as a group
(11 persons) .........................................  5,454,834      16.31%

5% Stockholders:
General Electric Capital Corporation(13)............... 4,340,622      14.46%
CMGI Inc.(14).......................................... 2,321,084       7.73%
Fusion Networks, Inc.(15).............................. 1,500,000       5.00%

-----------
*  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 1,825,000  beneficially owned shares of Common Stock issuable upon
     the  exercise  of  options of which  1,412,500  are  currently  exercisable
     exercisable within 60 days of December 31, 2000.


(3)  Includes  250,000  beneficially  owned shares of Common Stock issuable upon
     the  exercise  of  options  of which  zero  are  currently  exercisable  or
     exercisable within 60 days of December 31, 2000.

(4)  Includes  325,000  beneficially  owned shares of Common Stock issuable upon
     the exercise of options of which 177,083 are currently  exercisable  or are
     exercisable within 60 days of December 31, 2000.

(5)   Includes 140,000  beneficially  owned shares of Common Stock issuable upon
      the exercise of options of which 73,334 are currently  exercisable  or are
      exercisable within 60 days of December 31, 2000.

(6)  Includes 55,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of December 31, 2000.

(7)  Includes  400,000  beneficially  owned shares of Common Stock issuable upon
     the  exercise  of  options  of  which  211,111  are  currently  exercisable
     exercisable within 60 days of December 31, 2000.


(8)  Includes 83,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of December 31, 2000.

(9)  Includes 56,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of December 31, 2000.

(10) Includes 66,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of December 31, 2000.

(11) Includes 65,000 beneficially owned shares of Common Stock issuable upon the
     exercise of options  which are  currently  exercisable  or are  exercisable
     within 60 days of December 31, 2000.

(12) Includes  102,000  beneficially  owned shares of Common Stock issuable upon
     the exercise of options which are currently  exercisable or are exercisable
     within 60 days of December 31, 2000.

(13) The address  for the 5%  Stockholder  is as  follows:  120 Long Ridge Road,
     Stamford, Connecticut 06927.

(14) The address for the 5%  Stockholder is as follows:  100 Brickstone  Square,
     Andover, MA 01810.

(15) The address for the 5%  Stockholder  is as follows:  8115 N.W. 29th Street,
     Miami, Florida 33122



Item 13 - Certain Relationships and Related Transactions
--------------------------------------------------------
Transactions  with Mr.  Barbera:  On December 2, 1998,  MSGi loaned Mr.  Barbera
$100,000  pursuant  to a  promissory  note.  The note bore  interest at the rate
earned on the Company's  money market fund.  Principal and interest were payable
in full in a lump sum. In April 1999, the  promissory  note,  including  accrued
interest was repaid.

Transactions with Mr. Annex: Mr. Annex, Secretary and a Director of the Company,
is a partner  in the law firm of Camhy  Karlinsky  & Stein LLP,  which  provides
legal  services  to the  Company.  The  Company  incurred  expenses  aggregating
approximately  $1,272,000 during fiscal 2000. 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:

Transactions  with GE Capital:  In connection with the acquisition of CMG Direct
Corporation,  the Company  entered  into a  promissory  note  agreement  with GE
Capital in the amount of  $10,000,000.  The note is payable in full on  November
17, 1999 and accrues interest at the rate of 12% per annum.  Interest is payable
in arrears on August 17, 1999 and on the maturity date. Concurrent with issuance
of the  promissory  note, the original  outstanding  warrant which was issued in
connection with GE Capital's purchase of redeemable  convertible preferred stock
was amended. Upon an occurrence of a Qualified Secondary Offering, as defined in
the agreement, the Original Warrant was fixed at 200,000 shares with an exercise
price of $.01 per share. The amendment changed the amount and exercise price per
share to 300,000  shares with an exercise  price of one-third  of the  secondary
offering price upon an occurrence of a Qualified Secondary  Offering.  In August
1999,  the  warrant  was  amended  a second  time to amend the  definition  of a
Qualified  Secondary  Offering  to include a  Qualified  Private  Placement,  as
defined,  and to  change  the  time  frame  for the  completion  of a  Qualified
Secondary  Offering or Private  Placement  from December 31, 1999 to on or after
December 20, 1999 through April 30, 2000.

The  Company  has not  completed  a  Qualified  Secondary  Offering  or  Private
Placement during the specified period,  accordingly the Original Warrant remains
exercisable  for up to 10,670,000  shares  subject to reduction or  cancellation
based on the Company's meeting certain financial goals for fiscal year 2001.

In August 1999, the  promissory  note was amended to extend the maturity date to
October 15, 2000 with  interest to be paid  quarterly  and  provides for certain
increases  in  the  interest  rate  based  on the  time  the  principal  remains
outstanding. In addition, in the event the Company completes a private placement
as  defined  on or before  December  20,  1999,  then the  maturity  date of the
promissory note is subject to  acceleration.  During September 1999, the Company
completed a private  placement of common stock for net proceeds of approximately
$30.8 million. In accordance with the amendment,  $5,000,000, net of discount is
included  in current  liabilities  and the  remaining  balance is due on July 1,
2000.


Transactions  with  CMGI,  Inc.:  On May  13,  1999,  MSGi  acquired  all of the
outstanding capital stock of CMG Direct Corporation,  a wholly-owned  subsidiary
of CMGI, Inc. Total  consideration  for the  acquisition  was $33,029,237  which
included  $13,464,857  in cash and an aggregate  of  2,321,084  shares of common
stock of MSGi valued at $19,334,621.


Transactions with Fusion Networks,  Inc.: In December 1999, the Company acquired
approximately a 10% interest in Fusion  Networks,  Inc. for 1,500,000  shares of
common stock of MSGi valued at  approximately  $27.5 million.  In June 2000, the
Company wrote its  investment in Fusion  Networks  down by  approximately  $20.3
million to the fair value as determined  by the quoted market price.  The charge
was  recorded  through  the  statement  of  operations  due to the fact that the
Company believes the impairment in market value is other than temporary.




                                   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




Date:  October 27, 2000