0001206774-11-001824.txt : 20110810 0001206774-11-001824.hdr.sgml : 20110810 20110810093556 ACCESSION NUMBER: 0001206774-11-001824 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110810 DATE AS OF CHANGE: 20110810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP HOLDING CO CENTRAL INDEX KEY: 0001162283 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 134196940 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-73996 FILM NUMBER: 111022857 BUSINESS ADDRESS: STREET 1: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149218821 8-K 1 morgan_8k.htm CURRENT REPORT morgan_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________

FORM 8-K
_____________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
August 4, 2011
Date of Report (Date of Earliest Event Reported)
 
MORGAN GROUP HOLDING CO.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware 333-73996 13-4196940
(State of Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification Number)

401 Theodore Fremd Avenue, Rye, NY 10580
(Address of Principal Executive Offices)
____________

914-921-1877
(Registrants' Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
     [   ]    Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 

Item 2.02 Results of Operations and Financial Condition.
 
Morgan Group Holding Group Co. announced on August 4, 2011 its operating results for the Second Quarter of 2011. In addition, we announced that it expects to hold its 2011 Annual Meeting on September 30, 2011. Further details with regard to the meeting will be included in our Proxy statement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
 
Item 7.01. Resolution FD Disclosure.
 
On August 4, 2011, the Company issued a press release announcing its financial and operating results for the second quarter and six months ended June 30, 2011. A copy of the press release is furnished as part of the current report on Form 8-K as Exhibit 99.1.
 
NOTE: This information is being furnished under both Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure) of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit  
Number           Description
99.1 Press Release dated August 4, 2011

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Morgan Group Holding Co.
  (Registrant)
 
 
Date: August 8, 2011 By:   /s/ Robert E. Dolan  
    Robert E. Dolan
    Chief Financial Officer


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED AUGUST 4, 2011 exhibit99-1.htm
Morgan Group Holding Company Announces Second Quarter
Results and Expected Date for its Annual Meeting
 
RYE, New York, August 4, 2011 - Morgan Group Holding Co. (OTC: MGHL) announced today its operating results for the Second Quarter of 2011 (see Exhibit A).
 
During the second quarter of 2011, our loss was $1,766, or $0.0004 per share, as compared to a loss of $2,249, or $0.0007 per share, in the second quarter of 2010. Lower administrative expenses and higher dividend income and gain from our investment in marketable securities resulted in the lower loss.
 
In addition, we announced that it expects to hold its 2011 Annual Meeting on September 30, 2011. Further details with regard to the meeting will be included in our Proxy Statement.
 
MGHL is a holding company whose primary assets, at June 30, 2011, consist of $388,632 in cash and marketable securities and a capital loss carry forward of approximately $4.5 million which it expects will substantially expire in 2013.
 
* * * *
 
This release contains certain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. It should be recognized that such information may be based upon assumptions, projections and forecasts, and must be read in light of the cautionary statements set forth in documents filed by Morgan Group Holding Co. As a result, there can be no assurance that any possible transactions will be accomplished or be successful or that financial targets will be met, and such information is subject to uncertainties, risks and inaccuracies, which could be material.
 
Morgan Group Holding Co.’s web address is: http://www.morgangroupholdingco.com.
 
 
Contact:       Robert E. Dolan
    Chief Financial Officer
    914-921-1877
    11-1


 

Exhibit A
 
Morgan Group Holding Co.
Operating Results and Selected Balance Sheet Data
for the Three and Six Months Ended June 30, 2011
 

Condensed Statements of Operations
 
        Three Months Ended       Six Months Ended
    June 30,   June 30,
    2011       2010   2011       2010
Revenues   $--     $--     $--     $--  
                         
Administrative expenses   (3,040 )   (3,486 )   (19,479 )   (18,995 )
Other income                        
       Interest and dividends   337     47     600     98  
       Realized and unrealized gains on                        
       marketable securities   1,527     1,190     5,938     1,190  
              Net loss before income taxes   (1,176 )   (2,249 )   (12,941 )   (17,707 )
                         
Income taxes   --     --     --     --  
       Net loss   ($1,176 )   ($2,249 )   ($12,941 )   ($17,707 )
                         
Loss per share, basic and diluted   ($0.00 )   ($0.00 )   ($0.00 )   ($0.01 )
                         
Shares outstanding, basic and                        
diluted        3,055,345          3,055,345          3,055,345          3,055,345  

Selected Balance Sheet Data
 
        June 30,       December 31,       June 30,
    2011   2010   2010
Cash and Marketable Securities   $388,632   $395,573   $365,977
             
Share Outstanding at Date        3,055,345        3,055,345        3,055,345