morgan_10qa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q/A
 
Amendment No. 1
 
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended June 30, 2011
 
    Or
     
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________
 
Commission File No. 333-73996

MORGAN GROUP HOLDING CO.
(Exact name of small business issuing as specified in its charter)
 
Delaware 13-4196940
(State or other jurisdiction of (IRS Employer
Incorporation of organization) Identification Number)
    
401 Theodore Fremd Avenue, Rye, New York 10580
(Address of principal executive offices) (Zip Code)
    
(914) 921-1877
(Registrant’s telephone number, including area code)

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 Exchange 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. [X] Yes [    ] No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [X] Yes [    ] No
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practical date.
 
Class Outstanding at July 30, 2011
Common Stock, $.01 par value 3,055,345
 
 

EXPLANATORY NOTE – AMENDMENT
 
     The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 of Morgan Group Holding Co. (the “Company”) filed with the Securities and Exchange Commission on August 5, 2011 (the “Form 10-Q”) is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment provides the financial statements and related notes from the previously filed Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.
 
PART II - OTHER INFORMATION
 
Item 6.     Exhibits.          
         
    Exhibit 3.1   Certificate of Incorporation of the Company*
         
    Exhibit 3.2   By-laws of the Company*
         
    Exhibit 31.1   Chief Executive Officer Rule 15d-14(a) Certification**
         
    Exhibit 31.2   Principal Financial Officer Rule 15d-14(a) Certification**
         
    Exhibit 32.1   Chief Executive Officer Section 1350 Certification**
         
    Exhibit 32.2   Principal Financial Officer Section 1350 Certification**
         
    101.INS   XBRL Instance Document ***
         
    101.SCH   XBRL Taxonomy Extension Schema Document ***
         
    101.CAL   XBRL Taxonomy Extension Calculation Linkbase ***
         
    101.DEF   XBRL Taxonomy Extension Definition Linkbase Document ***
         
    101.LAB   XBRL Taxonomy Extension Label Linkbase Document ***
         
    101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document **

*       Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-1 (Registration No. 333-73996).
 
**   These exhibits were previously included or incorporated by reference in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 5, 2011.
 
***   Furnished herewith.

 

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
 
August 24, 2011