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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
Date of Report (Date of Earliest Event Reported) May 17, 2006
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MORGAN GROUP HOLDING CO.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-73996 13-4196940
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(State of other (Commission File (IRS Employer
Jurisdiction of Number) Identification)
Incorporation)
401 Theodore Fremd Avenue Rye, New York 10580
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code: 914-921-1877
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ITEM 7.01. Regulation FD Disclosure.
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Explanation for failure to accompany March 31, 2006, Form 10-Q with Rule
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15d-14 and Section 906 Certifications
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Morgan Group Holding Co. ("Holdings") is a holding company that has a 64.2%
ownership interest and a 77.6% voting interest in The Morgan Group, Inc.
("Morgan").
On November 11, 2005, Holdings filed its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005 (the "Form 10-Q"). The certifications of
periodic Financial reports required under Rule 15d-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section
906(a) of the Sarbanes-Oxley Act of 2002 did not accompany the Form 10-Q.
On October 3, 2002, Morgan closed down 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 (collectively, the
"Debtors") filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the
Northern District of Indiana, South Bend Division. The Debtors intend to conduct
an orderly liquidation of their assets.
As a result of the Bankruptcy, Morgan's corporate, financial and accounting
staff were substantially eliminated. On November 12, 2002, Morgan filed a Form
15 with the Securities and Exchange Commission to terminate its registration
under Section 12(g) of the Exchange Act.
On April 29, 2003, Holdings, individually and on behalf of all others similarly
situated, commenced an action against Ernst & Young LLP, among others, in the
United States District Court, Southern District of New York. The allegations in
the lawsuit do not relate to the audit by Ernst & Young of any of Holdings'
financial statements but rather to the audit by Ernst & Young of the financial
statements of Morgan.
By letter dated May 2, 2003, Ernst & Young LLP confirmed that the client-auditor
relationship between Holdings and Ernst & Young ceased. Because Holdings'
interim financial statements contained in the Form 10-Q have not been reviewed
by independent public accountants as required by Regulation S-X, the Form 10-Q
does not fully comply with the requirements of Section 13(a) or 15(d) of the
Exchange Act and therefore neither the chief executive officer nor the chief
financial officer of Holdings are able to make the required certifications.
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SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morgan Group Holding Co.
/s/ Robert E. Dolan
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Robert E. Dolan
Chief Financial Officer
Date: May 17, 2006
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