UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 12b-25
NOTIFICATION OF LATE FILING
333-73996
(Commission File Number)
(Check one): Form 10-KSB |X| Form 20-F |_| Form 11-K |_| Form 10-QSB |_|
Form 10-D |_| Form N-SAR |_| Form N-CSR |_|
For Period Ended: December 31, 2007
|_| Transition Report on Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-QSB
|_| Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
--------------------------------------------------------------------------------
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Morgan Group Holding Co.
Full Name of Registrant
Former Name if Applicable: N/A
401 Theodore Fremd Avenue
Address of Principal Executive Office (Street and Number)
Rye, New York 10580
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
|X| fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-QSB or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Despite the Registrant's diligent efforts, completion of the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 2007 has been delayed due
to delay in completing the audit of the Registrant's financial statements.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert E. Dolan (914) 921-8821
---------------------- --------------- -----------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
* * * * * * * * *
- 2 -
Morgan Group Holding Co.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2008
By: /s/ ROBERT E. DOLAN
---------------------------------
Robert E. Dolan
Chief Financial Officer
- 3 -