UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Morgan Group Holding Co.
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-----------------------------------------------------------------
(Title of Class of Securities)
61735R104
--------------------
(CUSIP Number)
August 10, 2005
----------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 61735R104
---------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Walter P. Carucci
Bernard Zimmerman & Company, Inc. 13-2736451
------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
-----
(b) x
-----
3. SEC Use Only
---------------------------------------------
4. Citizenship or Place of Organization
Walter P. Carucci - US Citizen
Bernard Zimmerman & Company, Inc. - Connecticut
----------------------------------------
Number of 5. Sole Voting Power Walter P. Carucci - 67,500
Bernard Zimmerman,
& Company, Inc. - 72,500
Shares --------------------------
Beneficially 6. Shared Voting Power 0
Owned by --------------------------
Each Reporting 7. Sole Dispositive Power Walter P. Carucci - 67,500
Bernard Zimmerman,
& Company, Inc. - 72,500
Person With: --------------------------
8. Shared Dispositive Power 0
--------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
Walter P. Carucci - 67,500
Bernard Zimmerman & Company, Inc. - 72,500
---------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
---------
11. Percent of Class Represented by Amount in Row (9)
Walter P. Carucci - 2.2%
Bernard Zimmerman & Company, Inc. - 2.4%
Total - 4.6%
--------
12. Type of Reporting Person
Walter P. Carucci IN
Bernard Zimmerman & Company, Inc. CO
--------------
Item 1.
(a) Name of Issuer
Morgan Group Holding Co.
-------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices
401 Theodore Fremd Ave., Rye, NY 10580
-------------------------------------------------------
Item 2.
(a) Name of Persons Filing
Walter P. Carucci
Bernard Zimmerman & Company, Inc.
-------------------------------------------------------
(b) Address of Principal Business Office or, if none,
Residence
Walter P. Carucci- C/O Carr Securities Corp.
14 Vanderventer Ave, Suite 210, Port Washington, NY 11050
Bernard Zimmerman & Company, Inc. -
18 High Meadow Road, Weston, CT 06883
-------------------------------------------------------
(c) Citizenship
Walter P. Carucci is a US Citizen.
Bernard Zimmerman & Company, Inc. is organized under
Connecticut law.
-------------------------------------------------------
(d) Title of Class of Securities
Common Stock, Par Value $0.01 per share
-------------------------------------------------------
(e) CUSIP Number
61735R104
-------------------------------------------------------
Item 3. This statement is not filed pursuant to Rule 13d-1(b), 13d-2(b) or
13d-2(c).
Item 4. Ownership
(a) Amount beneficially owned:
Walter P. Carucci - 67,500
Bernard Zimmerman & Company, Inc. - 72,500
(b) Percent of Class: Walter P. Carucci - 2.2%
Bernard Zimmerman & Company, Inc. - 2.4%
Total - 4.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Walter P. Carucci -- 67,500
Bernard Zimmerman & Company, Inc. -- 72,500
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the disposition of:
Walter P. Carucci -- 67,500
Bernard Zimmerman & Company, Inc. -- 72,500
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class
[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
August 15, 2005
-------------------------------
Date
Walter P. Carucci
-------------------------------
By: /s/ Beth N. Lowson
-------------------------------
Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
Bernard Zimmerman & Company, Inc.
August 15, 2005
-------------------------------
Date
Bernard Zimmerman, President
-------------------------------
By: /s/ Beth N. Lowson
-------------------------------
Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Beth
N. Lowson and Kira L. Polner, each of The Nelson Law Firm, LLC, 75 South
Broadway, 4th Floor, White Plains, NY 10601, signing singly, with full
power of substitution, as the true and lawful attorney of the undersigned,
and authorizes and designates each of them to sign on behalf of the
undersigned, and to file filings and any amendments thereto made by or on
behalf of the undersigned in respect of the beneficial ownership of equity
securities held by the undersigned, directly, indirectly or beneficially,
pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of August, 2005.
/s/ Walter P. Carucci
Walter P. Carucci
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Beth
N. Lowson and Kira L. Polner, each of The Nelson Law Firm, LLC, 75 South
Broadway, 4th Floor, White Plains, NY 10601, signing singly, with full
power of substitution, as the true and lawful attorney of the undersigned,
and authorizes and designates each of them to sign on behalf of the
undersigned, and to file filings and any amendments thereto made by or on
behalf of the undersigned in respect of the beneficial ownership of equity
securities held by the undersigned, directly, indirectly or beneficially,
pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of August, 2005.
/s/ Bernard Zimmerman
Bernard Zimmerman