QSGI INC.

In a letter dated June 26, 2014, the Securities and Exchange Commission staff stated to us that our initial filing of our Form 10Q for the period ended June 30, 2011, as filed on May 22, 2014, appears to be deficient with regard to the requirements of Rule 13a-15(e) of the Exchange Act, which provides that management must evaluate whether its disclosure controls and procedures were effective to ensure that information to be disclosed, among other things, is reported within the time periods specified in the Commission’s rules and forms. Management initially concluded that that the Registrant’s disclosure controls and procedures, as defined in Rule 13a-15(e) were effective. However, our Form 10Q for the period ended June 30, 2011 was filed late. Accordingly, management could not assert that our disclosure controls and procedures as of June 30, 2011, as defined in Rule 13a-15(e) were effective. We are amending the Form 10Q for the period ended June 30, 2011 to correct management’s conclusion as to its evaluation of the disclosure controls and procedures as of June 30, 2011 which were not effective (Part1- Financial Information-Item 4).

This Amendment does not reflect events occurring after the original filing of the Form 10-Q for the period ended June 30, 2011 and does not modify or update the disclosures therein in any way except for changes to the aforementioned item. Accordingly, this Amendment No. 1 should be read in conjunction with the other filings of the Company made with the SEC subsequent to the filing of the original Form 10-Q.

Our management, with the participation of our Chief Executive Officer, who is also our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2011, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer, who serves as our principal executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure.