Edgar Filing: MORGAN GROUP HOLDING CO

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FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007 Commission file number: 333-73996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
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MORGAN GROUP HOLDING CO.
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(Exact name of Registrant as specified in its charter)

Delaware 13-4196940
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State of other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.)

401 Theodore Fremd Avenue, Rye, NY 10580
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (914) 921-1877
--------------

Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to section 12(g) of the Act: None
----

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes No X
---- ----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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
---- ----

Indicate by mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of the 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-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act) Yes X No
---- ----

The issuer's revenues for the fiscal year ended December 31, 2007 was [$0].

As of February 29, 2008, the aggregate market value of the Registrant's voting
and nonvoting common equity held by non-affiliates of the Registrant was
approximately $373,000, which value, solely for the purposes of this
calculation, excludes shares held by the Registrant's officers, directors, and
their affiliates. Such exclusion should not be deemed a determination or an
admission by the issuer that all such individuals are, in fact, affiliates of
the issuer.

The number of outstanding shares of the Registrant's Common Stock was 3,055,345
as of February 29, 2008.

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MORGAN GROUP HOLDING CO.
TABLE OF CONTENTS
Page No.

Item 1. Description of Business 3
Item 2. Description of Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters To a Vote of Security Holders 3
Item 5. Market For Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities 3-4
Item 6. Management's Discussion and Analysis or Plan of Operation 4
Item 7. Financial Statements 6-13
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14
Item 8A. Controls and Procedures 14
Item 8B. Other Information 14
Item 9. Directors and Executive Officers of the Registrant 14-15
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters 16-17
Item 12. Certain Relationships and Related Transactions 18
Item 13. Exhibits 19
Item 14. Principal Accountant Fees and Services 19

PART I
------

Item 1. Business.

Morgan Group Holding Co. (the "Company" or "MGHL") was incorporated in
November 2001 to serve, among other business purposes, as a holding company for
LICT Corporation's ("LICT") controlling interest in The Morgan Group, Inc.
("Morgan"). On January 24, 2002, LICT spun off all but 235,294 of its shares in
MGHL to its stockholders.

On October 18, 2002, Morgan and two of its operating subsidiaries filed
voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Indiana, South Bend
Division. As of December 31, 2007, the debtors of Morgan were continuing to
conduct an orderly liquidation of Morgan's assets. It is expected that during
2008, the liquidation of Morgan's assets will be completed and minimal or no
value will be received by the equity holders, including the Company.

We are continuing to evaluate all options available to the Company at
this time. One option is to make a further distribution of any remaining cash,
effectively liquidating the Company.

Item 2. Properties.

The Company does not own any property

Item 3. Legal Proceedings.

The Company is not a party to any legal proceedings.

Item 4. Submission of Matters To a Vote of Security Holders.

None.

PART II
-------

Item 5. Market for the Registrant's Common Equity, Related Stockholder
Matters, and Small Business Issuer Purchases of Equity Securities.

The shares of our common stock trade on the over-the-counter market in
the Pink Sheets, under the symbol: MGHL.PK. The following table sets forth the
high and low market prices of the common stock for the periods indicated, as
reported by published sources. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.

High Low
---- ---

2007 Fiscal Year
First Quarter $0.16 $0.11
Second Quarter $0.25 $0.165
Third Quarter $0.20 $0.15
Fourth Quarter $0.20 $0.12

2006 Fiscal Year
First Quarter $0.13 $0.108
Second Quarter $0.12 $0.112
Third Quarter $0.12 $0.10
Fourth Quarter $0.15 $0.10

As of February 29, 2008, there were approximately 800 holders of record
of the Company's common stock.

The Company has never declared a cash dividend on its common stock and
its Board of Directors does not anticipate that it will pay cash dividends in
the foreseeable future.

During the fiscal year ended December 31, 2007, the Company did not
sell any unregistered securities, and did not repurchase any of its shares from
its shareholders.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements and Uncertainty of Financial Projections

Forward-looking statements are not based on historical information but
relate to future operations, strategies, financial results or other
developments. Forward-looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, us.

Overview

As of December 31, 2007, the Company's only assets consisted of
approximately $440,000 in cash and a capital loss carry forward of about $4
million which it expects will expire in 2013. The ability to utilize this loss
carry-forward is dependent on the Company's ability to generate a capital gain
prior to its expiration.

The Company currently has no operating businesses and will seek
acquisitions as part of its strategic alternatives. Its only costs are the
administrative expenses required to make the regulatory filings needed to
maintain its public status. These costs are estimated at $25,000 to $50,000 per
year. The Company did not incur the costs of an independent audit for its
Financials Statements for the Years Ended December 31, 2007 and 2006 and
therefore the costs incurred were below this estimate. During 2008, the Company
retained an independent auditor to audit the Financial Statements for the Years
Ended December 31, 2007 and 2006. The estimated cost of these audits, of
approximately $20,000, has not been accrued for in accompanying financial
statements.

We are evaluating all options available to the Company at this time.
One option is to make a further distribution of any remaining cash effectively
liquidating the company.

Results of Operations

For the year ended December 31, 2007, the Company incurred
administrative expenses of $3,000 as compared to $4,000 in 2006. Administrative
expenses are expected to be higher in 2008, as the Company has engaged an
independent registered public accounting firm to audit the Company's financial
statements.

Investment income was $20,000 during the year ended December 31, 2007
as compared to $19,000 during 2006 respectively as a result of the Company's
investment in a United States Treasury money market fund. Higher interest rates
caused the increase in 2007.

Liquidity and Capital Resources

At December 31, 2007, we had approximately $440,000 in cash as compared
to approximately $423,000 at December 31, 2006.

Quantitive and Qualitative Analysis of Market Risk

The Company is minimally exposed to changes in market risk because, as
of December 31, 2007, the Company had no market sensitive assets or liabilities.

Off Balance Sheet Arrangements

None.

Recently Issued Accounting Pronouncements

See Note 1 to notes to financial statements in Item 7.

Item 7. Financial Statements.

Report of Independent Public Accounting Firm.

Balance Sheets as of
December 31, 2007 and 2006

Statements of Operations for the
Years Ended December 31, 2007 and 2006

Statements of Cash Flows for the Years Ended
December 31, 2007 and 2006

Statements of Shareholders' Equity for the
Years Ended December 31, 2007 and 2006

Notes to Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
--------------------------------------------

To the Board of Directors and Stockholders of
Morgan Group Holding Company
Rye, New York

We have audited the accompanying balance sheets of Morgan Group Holding Company
(the "Company") as of December 31, 2007 and 2006 and the related statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free to material misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of Morgan Group Holding Company as of December
31, 2007 and 2006 and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

/s/ Daszkal Bolton LLP

Boca Raton, Florida
April 10, 2008

Morgan Group Holding Co.
Balance Sheets

December 31,
2007 2006
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ASSETS
Cash $ 440,246 $ 423,284
Investment in Morgan Group, Inc. - -
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Total assets 440,246 423,284
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LIABILITIES - -

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Preferred Stock, $0.01 par value, 1,000,000
shares authorized, none outstanding - -
Common Stock, $0.01 par value, 10,000,000
shares authorized, 3,055,345 outstanding 30,553 30,553
Additional paid-in-capital 5,611,447 5,611,447
Accumulated deficit (5,201,754) (5,218,716)
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Total shareholders' equity 440,246 423,284
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Total liabilities and shareholders' equity $ 440,246 $ 423,284
============ ============

See accompanying notes to financial statements

Morgan Group Holding Co.
Statements of Operations

Year Ended December 31,
2007 2006
-----------------------
Revenues $ - $ -
Administrative Expenses (2,976) (4,528)
Other Income - Interest 19,938 19,327
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Net Income Before Taxes 16,962 14,799
Income Taxes - -
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Net Income $ 16,962 $ 14,799
=========== ===========

Earnings Per Share, Basic and Diluted $ 0.01 $ 0.00

Shares Outstanding, Based and Diluted 3,055,345 3,055,345

See accompanying notes to financial statements

Morgan Group Holding Co.
Statements of Cash Flows

Year Ended December 31,
2007 2006
----------------------------
Cash Flows from Operating Activities
Interest received $ 19,938 $ 19,327
Cash paid to suppliers and employees (2,976) (4,528)
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Net Cash Provided By Operating Activities 16,962 14,799

Cash Flows from Investing Activities - -
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Cash Flows from Financing Activities - -
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Net Increase in Cash 16,962 14,799

Cash, Beginning of the Year 423,284 408,485
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Cash, End of the Year $ 440,246 $ 423,284
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See accompanying notes to financial statements

Morgan Group Holding Co.
Statements of Shareholders' Equity

Preferred Common Additional
Stock Preferred Stock Common Paid-in Accumulated
Outstanding Stock Outstanding Stock Capital Deficit Total
--------------- --------- ----------- ------ ---------- ----------- -------

Balance, December 31, 2005 - - 3,055,345 30,553 5,611,447 (5,233,515) 408,485

Net income for year ended December 31, 2006 - - - - - 14,799 14,799
--------------- --------- ----------- ------ ---------- ----------- -------

Balance, December 31, 2006 - - 3,055,345 30,553 5,611,447 (5,218,716) 423,284

Net income for year ended December 31, 2007 - - - - - 16,962 16,962
--------------- --------- ----------- ------ ---------- ----------- -------

Balance, December 31, 2007 - - 3,055,345 30,553 5,611,447 (5,201,754) 440,246
=============== ========= =========== ====== ========== =========== =======

See accompanying notes to financial statements

Morgan Group Holding Co.
Notes to Financial Statements

Note 1. Basis of Presentation and Significant Accounting Principles
-----------------------------------------------------------

Basis of Presentation
---------------------

Morgan Group Holding Co. ("Holding" or "the Company") was
incorporated in November 2001 as a wholly-owned subsidiary of LICT
Corporation ("LICT, formerly Lynch Interactive Corporation") to serve,
among other business purposes, as a holding company for LICT's
controlling interest in The Morgan Group, Inc. ("Morgan"). On December
18, 2001, LICT's controlling interest in Morgan was transferred to
Holding. At the time, Holding owned 68.5% of Morgan's equity interest
and 80.8% of Morgan's voting interest. On January 24, 2002, LICT spun
off 2,820,051 shares of Holding common stock through a pro rata
distribution ("Spin-Off") to its stockholders. LICT retained 235,294
shares of Holding common stock to be distributed in connection with the
potential conversion of a convertible note that had been issued by
LICT. Such note was repurchased by LICT in 2002 and LICT retains the
shares.

On October 3, 2002, Morgan ceased its operations when its
liability insurance expired and it was unable to secure replacement
insurance. On October 18, 2002, Morgan and two of its operating
subsidiaries filed voluntary petitions under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Indiana, South Bend Division for the purpose of
conducting an orderly liquidation of Morgan's assets.

On October 18, 2002, Morgan adopted the liquidation basis of
accounting and, accordingly, Morgan's assets and liabilities have been
adjusted to estimate net realizable value. As the carry value of
Morgan's liabilities exceeded the fair value of its assets, the
liabilities were reduced to equal the estimated net realizable value of
the assets.

Management currently believes that it is very unlikely that
the Company will realize any value from its equity ownership in Morgan
and, given the fact that the Company has no obligation or intention to
fund any of Morgan's liabilities, its investment in Morgan is believed
to have no value after its liquidation. Because the liquidation of
Morgan is under the control of the bankruptcy court, the Company
believes it has relinquished control of Morgan and, accordingly, has
deconsolidated its ownership interest Morgan in its financial
statements.

Significant Accounting Principles
---------------------------------

Cash and Cash Equivalents
All highly liquid investments with maturity of three months or
less when purchased are considered to be cash equivalents. The carrying
value of cash equivalents approximates its fair value based on its
nature.
At December 31, 2007 and 2006 all cash and cash equivalents
were invested in a United States Treasury money market fund, of which
an affiliate of the Company serves as the investment manager.

Earnings per Share
Net income per common share ("EPS") is computed using the
number of common shares issued in connection with the Spin-Off as if
such shares had been outstanding for all periods presented.

Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board
("FASB") issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities." SFAS No. 159 permits entities to
measure many financial instruments and certain other items at fair
value. SFAS No. 159 is effective for the first quarter of 2008. the
Company has determined at this time that it will not elect to measure
eligible financial assets and liabilities at fair value that are not
currently required to be so measured.

Note 1. Basis of Presentation and Significant Accounting Principles, continued
----------------------------------------------------------------------
Significant Accounting Principles, continued
--------------------------------------------
Recently Issued Accounting Pronouncements, continued

In September 2006, the Financial Accounting Standards Board
("FASB") issued SFAS No. 157, "Fair Value Measurements." This Statement
defines fair value, establishes a framework for measuring fair value in
accordance with GAAP, and expands disclosures about fair value
measurements. The Statement clarifies the rule that fair value be based
on the assumptions that market participants would use when pricing an
asset or liability, and establishes a fair value hierarchy that
prioritizes the framework and information used to develop those
assumptions. FASB Staff Position 157-2 delays the effective date of
SFAS No. 157 to allow the FASB Board additional time to consider the
effect of various implementation issues that have arisen, or that may
arise, from the application of SFAS No. 157. Under FASB Staff Position
157-2, the Company is required to adopt the provisions of SFAS No. 157
for financial statements issued for fiscal years beginning after
November 15, 2008. The adoption of SFAS No. 157 is not expected to have
a material impact on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations." SFAS No. 141(R) will require the acquirer in a business
combination to recognize the assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with
acquisition-related costs recognized separately from the acquisition.
SFAS No. 141(R) applies prospectively to business combinations
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160,
"Noncontrolling Interests in Consolidated Financial Statements." SFAS
No. 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of
a subsidiary. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008.

In June 2006, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in
Income Taxes, which supplements Statement of Financial Accounting
Standard No. 109, Accounting for Income Taxes, by defining the
confidence level that a tax position must meet in order to be
recognized in the financial statements. FIN 48 requires the tax effect
of a position to be recognized only if it is "more-likely-than-not" to
be sustained based solely on its technical merits as of the reporting
date. If a tax position is not considered more-likely-than-not to be
sustained based solely on its technical merits, no benefits of the
position are recognized. This is a different standard for recognition
than was previously required. The more-likely-than-not threshold must
continue to be met in each reporting period to support continued
recognition of a benefit. At adoption, companies must adjust their
financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained as of the adoption date. Any
necessary adjustment is recorded directly to opening retained earnings
in the period of adoption and reported as a change in accounting
principle. The adoption the provisions of FIN 48 did not have a
material effect on the Company's financial statements.

Note 2. Investment in Morgan Group, Inc.

Upon Morgan Group, Inc.'s bankruptcy filing, the Company has
deconsolidated its investment, as the Company believes it no longer has
controlling or significant influence. At December 31, 2007 and 2006,
the estimated value of Morgan's assets in liquidation was insufficient
to satisfy its estimated obligations.

Note 3. Income Taxes

The Company is a "C" coporation for Federal tax purposes, and
has provided for deferred income taxes for temporary differences
between the financial statement and tax bases of its assets and
liabilities. The Company has recorded a full valuation allowance
against its deferred tax asset of approximately $1.7 million arising
from its temporary basis differences and tax loss carryforward, as its
realization is dependent upon the generation of future taxable income
during the period when such losses would be deductible.

Pursuant to Sections 382 and 383 of the Internal Revenue Code,
annual use of any of the Company's net operating loss carry forwards
may be limited if cumulative changes in ownership of more than 50%
occur during any three year period.

Cumulative temporary differences at December 31, 2007 and 2006
are as follows:

December 31,
2007 2006
----------- ------------
Deferred tax assets:
Temporary basis differences $ 1,673,987 $ 1,673,987
Net operating losses 31,402 38,009
----------- ------------
1,705,389 1,711,996
Valuation allowance (1,705,389) (1,711,996)
----------- ------------
$ - $ -
=========== ============

Income tax provision for the years ended December 31, 2007 and
2006 is comprised of :

December 31,
2007 2006
------- --------
Current income tax expense $ - $ -
Deferred income tax benefit 6,607 5,765
Valuation allowance (6,607) (5,765)
------- --------
Income tax expense $ - $ -
======= ========

The reconciliation of the provision for income taxes for the years
ended December 31, 2007 and 2006, and the amount computed by applying
the statutory federal income tax rate to net loss is as follows:

December 31,
2007 2006
------- --------
Tax expense at statutory rate $(5,767)$(5,032)
State taxes, net of federal expense (840) (733)
Decrease in valuation allowance 6,607 5,765
------- --------
$ - $ -
======= ========

Note 6. Commitments and Contingencies
-----------------------------

From time to time the Company may be subject to certain
asserted and unasserted claims. It is the Company's belief that the
resolution of these matters will not have a material advers effect on
its financial position.

The Company has not guaranteed any of the obligations of
Morgan and believes it currently has no commitment or obligation to
fund any creditors.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Not Applicable.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.
-------------------------------------------------

As required by Rule 15d-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by this report, the Company carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2007. This evaluation was carried out
under the supervision and with the participation of our principal executive
officer as well as our principal financial officer, who concluded that our
disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act are accumulated and communicated to management, including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

(b) Management's Annual Report on Internal Control of Financial
-----------------------------------------------------------
Reporting.
----------

The Company's management is responsible for establishing and
maintaining an adequate system of internal control over financial reporting, as
defined in the Rule 13a-15(f) of the Securities Exchange Act of 1934, as
amended. Management conducted an assessment of the Company's internal control
over financial reporting based on the framework established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on the assessment, management concluded
that, as of December 31, 2007, the Company's internal control over financial
reporting is effective.

This annual report does not include an attestation report of a
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by a registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permits the Company to provide only management's report
in this annual report.

There was no significant change in the Company's internal control over
financial reporting that occurred during the most recently completed fiscal
quarter that materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.

Item 8B. Other Information.

None.

PART III
--------

Item 9. Directors and Executive Officers of the Registrant.

The following table sets forth the name, business address, present
principal occupation, employment history, positions, offices or employments for
the past five years and ages as of March 25, 2006 for our executive officers and
directors. Members of the board are elected and serve for one year terms or
until their successors are elected and qualify.

Name Age Position
---- --- --------
Mario J. Gabelli 65 Chief Executive Officer and Director
Robert E. Dolan 56 Chief Financial Officer and Director

----------------------

Mario J. Gabelli has served as Chairman and Chief Executive Officer of
the Company since November 2001. Mr. Gabelli has also served as the Chairman,
Chief Executive Officer and Chief Investment Officer -Value Portfolios of GAMCO
Investors Inc. ("GAMCO") since November 1976. In connection with those
responsibilities, he serves as director or trustee of registered investment
companies managed by GAMCO and its affiliates ("Gabelli Funds"). Mr. Gabelli has
also served as Chairman of LICT Corporation (formerly known as Lynch Interactive
Corporation), a public company engaged in multimedia and other services since
December 2004 (and also from September 1999 to December 2002), as Vice Chairman
from December 2002 to December 2004 and as Chief Executive Officer from
September 1999 to November 2005. Mr. Gabelli has served as Chairman of CIBL Inc.
from November 2007, a private company with operations in cable television,
broadcasting, and wireless communications. Mr. Gabelli serves on the advisory
boards of Caymus Partners LLC, Healthpoint Capital, LLC and van Biema Value
Fund, LP. He also serves as Overseer of Columbia University Graduate School of
Business; Trustee of Boston College, Roger Williams University and Winston
Churchill Foundation; Director of the National Italian American Foundation, The
American-Italian Cancer Foundation, The Foundation for Italian Art & Culture and
the Mentor/National Mentoring Partnership; and Chairman, Patron's Committee for
the Immaculate Conception School.

Robert E. Dolan has served as our Chief Financial Officer since
November 2001. Mr. Dolan is also the Chief Executive Officer and Chief Financial
Officer of LICT Corporation, and has served as its Interim Chief Executive
Officer from May 1, 2006, Chief Financial Officer from September 1999 and
Controller from September 1999 to January 2004. In addition, Mr. Dolan is the
Assistant Secretary and a Class A director of Sunshine PCS Corporation, a public
holding company, and has served in these capacities since November 2000.

Committees of the Board of Directors
------------------------------------

We presently do not have an audit committee, compensation committee,
nominating committee, an executive committee of our board of directors, stock
plan committee or any other committees. Currently, our full board of serves as
the audit and approves, when applicable, the appointment of auditors and the
inclusion of financial statements in our periodic reports. Mr. Dolan is deemed
to be an "audit committee financial expert."

We have not made any changes to the process by which shareholders may
recommend nominees to the board of directors since our last annual report.

Code of Ethics
--------------

We have not yet adopted a corporate code of ethics. Our board of
directors is considering establishing, over the next year, a code of ethics to
deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the code.

Legal Proceedings
-----------------

Neither of our directors and executive officers has been involved in
legal proceedings that would be material to an evaluation of our management.

Indemnification of Directors and Officers
-----------------------------------------

Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities. The Company's certificate of incorporation
provides that its directors and officers shall be indemnified to the fullest
extent permitted by the Delaware law. The certificate of incorporation also
provides that the Company shall, to the fullest extent permitted by Delaware
law, as amended from time to time, indemnify and advance expenses to each of its
currently acting and former directors, officers, employees and agents.

Delaware law provides that a corporation may limit the liability of
each director to the corporation or its stockholders for monetary damages except
for liability:

o for any breach of the director's duty of loyalty to the corporation or
its stockholders,
o for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
o in respect of certain unlawful dividend payments or stock redemptions
or repurchases and
o For any transaction which the director derives an improper personal
benefit.

The Company's certificate of incorporation provides for the elimination
and limitation of the personal liability of its directors for monetary damages
to the fullest extent permitted by Delaware law. In addition, the certificate of
incorporation provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
our directors shall be eliminated or limited to the fullest extent permitted by
Delaware law, as amended. The effect of this provision is to eliminate the
Company's rights and its stockholders rights, through stockholders' derivative
suits, to recover monetary damages against a director for breach of the
fiduciary duty of care as a director, except in the situations described above.
This provision does not limit or eliminate the Company's rights or its
stockholders' rights to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted for its directors, officers, and
controlling persons, pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission this sort of indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is therefore unenforceable.

At present, there is no pending litigation or proceeding involving any
of our directors, officers, employees or agents where indemnification will be
required or permitted.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

To our knowledge, based solely upon our review of copies of reports
received by us pursuant to Section 16(a) of the Securities Exchange Act of 1934,
we believe that all of our directors, officers and beneficial owners of more
than 10 percent of our common stock filed all such reports on a timely basis
during 2007.

Item 10. Executive Compensation.

The Company has not paid any compensation to any person, including its
directors and executive officers, since inception. The Company does not have any
employment contracts with either of its executive officers.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The following table sets forth information concerning ownership of our
common stock as of February 29, 2008 by each person known by us to be the
beneficial owner of more than five percent of the common stock, each director,
each executive officer, and by all directors and executive officers as a group.
We believe that each stockholder has sole voting power and sole dispositive
power with respect to the shares beneficially owned by him. Unless otherwise
indicated, the address of each person listed below is 401 Theodore Fremd Avenue,
Rye, New York 10580.

Number of Shares of
Common Stock Beneficially
Beneficial Owner Owned Percent of Ownership
---------------- ----- --------------------

Mario J. Gabelli 858,384(1) 28.1%

LICT Corporation 235,294 7.7%

Walter P. Carucci, Uncle Mills Partners 204,213(2) 6.7%
and Bernard Zimmerman & Company, Inc.

Robert E. Dolan 579(3) **

All directors and executive officers as a 858,963 28.1%
group (2 in total)

-------------------

** Less than 1%

(1) Represents 283,090 shares of common stock owned directly by Mr.
Gabelli, 340,000 shares owned by a limited partnership in which Mr.
Gabelli is the general partner and has approximately a .5% interest,
and 235,294 shares owned by LICT Corporation (Mr. Gabelli is a "control
person" of LICT Corporation and therefore shares owned by LICT
Corporation are set forth in the table as also beneficially owned by
Mr. Gabelli). Mr. Gabelli disclaims beneficial ownership of the shares
owned by the partnership and LICT Corporation, except for his interest
therein.

(2) Based solely on a combined Schedule 13G filed by Walter P. Carucci,
Uncle Mills Partners and Bernard Zimmerman & Company, Inc. filed as of
February 13, 2008 reflecting the following share ownership: Walter P.
Carucci - 89,613 shares (including 10,000 shares owned by Uncle Mills
Partners); Uncle Mills Partners - 10,000; and Bernard Zimmerman &
Company - 114,600 shares,

(3) Includes 70 shares registered in the name of Mr. Dolan's children with
respect to which Mr. Dolan has voting and investment power and 109
shares owned by Mr. Dolan through the LICT Corporation 401(k) Savings
Plan.

Item 12. Certain Relationships and Related Transactions.

None.

Item 13. Exhibits.

Exhibit Number Description
-------------- -----------

3.1 Certificate of Incorporation of the Company*

3.2 By-laws of the Company*

31.1 Rule 15d-14(a) Certification of the Chief Executive
Officer

31.2 Rule 15d-14(a) Certification of the Principal
Accounting Officer

32.1 Section 1350 Certification of the Chief Executive
Officer

32.2 Section 1350 Certification of the Principal
Accounting Officer

---------------

* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (Registration No. 333-73996).

Item 14. Principal Accountant Fees and Services.

During 2008 the Company engaged Daszkal Bolton LLP to audit its
financial statements for the years ended December 31, 2007 and 2006.

Audit Fees

The aggregate fees billed by Daszkal Bolton LLP for professional
services rendered for the audit of the Company's 2007 and 2006 financial
statements was $15,000 and $3,000, respectively.

Audit-Related Fees

No audit-related fees were billed by Daszkal Bolton LLP for 2007 or
2006.

Tax Fees

No tax fees were billed by Daszkal Bolton LLP for 2007 or 2006.

All Other Fees

No other fees were billed by Daszkal Bolton LLP for 2007 or 2006 for
services other than as set forth above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

MORGAN GROUP HOLDING CO.

By: /s/ Robert E. Dolan
-------------------
ROBERT E. DOLAN
Chief Financial Officer
(Principal Financial
and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Capacity Date

/s/ Mario J. Gabelli Chief Executive Officer April 11, 2008
------------------------- (Principal Executive Officer)
MARIO J. GABELLI and Director

/s/ Robert E. Dolan Chief Financial Officer (Principal April 11, 2008
------------------------ Financial and Accounting Officer)
ROBERT E. DOLAN and Director