Table of Contents
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] |
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the fiscal year ended:
December 31,
2014
Or
[
] |
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period
from ____________ to ____________
Commission file number:
333-73996
MORGAN GROUP HOLDING
CO. |
(Exact name of Registrant as specified in its
charter) |
Delaware |
|
13-4196940 |
State of other jurisdiction |
|
(I.R.S. Employer |
incorporation or organization |
|
Identification No.) |
|
401 Theodore Fremd Avenue, Rye, NY |
|
10580 |
(Address of principal executive
offices) |
|
(Zip
Code) |
Registrant's telephone
number, including area code (914)
921-1877
Securities registered
pursuant to Section 12(b) of the Act: None
Securities registered
pursuant to section 12(g) of the Act: None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [ ] No [X]
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act Yes [ ] No [X]
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 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.
Yes[X] No
[_]
Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not
contained herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K, or any amendment to this Form 10-KSB.
[_]
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 [ ] |
|
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) Yes [X] No [ ]
As of February 13, 2015,
the aggregate market value of the Registrants voting and nonvoting common
equity held by non-affiliates of the Registrant was approximately $1,137,000,
which value, solely for the purposes of this calculation, excludes shares held
by the Registrants officers, directors, and their affiliates. Such exclusion
should not be deemed a determination or an admission by the issuer that all such
individuals are, in fact, affiliates of the issuer.
The number of outstanding
shares of the Registrant's Common Stock was 3,359,055 as of February 13, 2015
Table of Contents
MORGAN GROUP HOLDING CO.
TABLE OF CONTENTS
Table of Contents
PART
I
Item 1. Business.
Morgan Group Holding Co.
(the Company or Holding) was incorporated in November 2001 to serve, among
other business purposes, as a holding company for LICT Corporations (LICT)
controlling interest in The Morgan Group, Inc. (Morgan). On January 24, 2002,
LICT spun off all but 235,294 of its shares in the Company to its
stockholders.
On October 18, 2002, Morgan
and two of its operating subsidiaries filed voluntary petitions under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of Indiana, South Bend Division. On March 31, 2008, the
bankruptcy proceeding was concluded and the bankruptcy court dismissed the
proceeding. There was no appeal from the bankruptcy courts dismissal of the
proceeding, and that proceeding is now entirely ended. Morgan received no value
for its equity ownership from the bankruptcy proceeding.
Effective November 1, 2012,
Jonathan P. Evans was appointed as the Companys Chief Executive Officer,
replacing Mario J. Gabelli, who remains Chairman of the Board of
Directors.
We are continuing to evaluate all options
available to the Company at this time. Under Mr. Evans, the Company is looking
to implement a growth strategy by acquiring businesses based in the United
States of an appropriate type and size. The execution of such a strategy will
require the Company to obtain significantly more financial resources than it
currently possesses. Those resources could take the form of debt and equity
offering, or potentially a hybrid instrument. There is no assurance that the
Company can obtain such financial resources to successfully implement this
strategy.
At present, we have one
full time employee.
Item1A. Risk Factors
We are a smaller reporting
company as defined in Item 10(f)(1) of Regulation S-K and thus are not required
to report the risk factors specified in Item 503(c) of Regulation
S-K.
Item 1B. Unresolved
Staff Comments.
None
Item 2. Properties.
The Company does not own
any property.
Item 3. Legal
Proceedings.
The Company is not a party
to any legal proceedings.
Item 4. Submission of
Matters to a Vote of Security Holders.
None.
3
Table of Contents
PART
II
Item 5. |
Market for the Registrant's Common
Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities. |
The shares of our common
stock trade on the over-the-counter market in the Pink Sheets, under the symbol:
MGHL. The following table sets forth the high and low market prices of the
common stock for the periods indicated, as reported by published sources. These
prices represent inter-dealer quotations without retail markup, markdown, or
commission and may not necessarily represent actual transactions.
|
|
High |
|
Low |
2014 Fiscal
Year |
|
|
|
|
First Quarter |
|
$0.45 |
|
$0.20 |
Second Quarter |
|
$0.95 |
|
$0.26 |
Third Quarter |
|
$0.40 |
|
$0.21 |
Fourth Quarter |
|
$0.40 |
|
$0.35 |
|
2013 Fiscal
Year |
|
|
|
|
First Quarter |
|
$0.41 |
|
$0.22 |
Second Quarter |
|
$0.34 |
|
$0.21 |
Third Quarter |
|
$0.33 |
|
$0.22 |
Fourth Quarter |
|
$0.29 |
|
$0.18 |
As of February 13, 2015
there were approximately 650 holders of record of the Companys common stock.
The Company has never
declared a cash dividend on its common stock and its Board of Directors does not
anticipate that it will pay cash dividends in the foreseeable future.
During the fiscal years
ended December 31, 2014 and 2013, the Company did not repurchase any of its
shares from its shareholders.
Item 6. Selected
Financial Data.
We are a smaller reporting company as defined in
Item 10(f)(1) of Regulation S-K and thus are not required to report the selected
financial data specified in Item 303 of Regulation S-K.
Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operation.
Forward-Looking
Statements and Uncertainty of Financial Projections
Forward-looking statements
are not based on historical information but relate to future operations,
strategies, financial results or other developments. Forward-looking statements
are necessarily based on estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These uncertainties
and contingencies can affect actual results and could cause actual results to
differ materially from those expressed in any forward-looking statements made
by, or on behalf of, us.
Overview
As of December 31, 2014,
the Companys only assets consisted of $187,429 in cash and cash equivalents,
and net operating loss carry forwards of approximately $400,000 which are
expected to expire from 2022 to 2034.
The Company currently has
no operating businesses and will seek acquisitions as part of its strategic
alternatives. Its only costs are the expenses required to make the regulatory
filings needed to maintain its public status and to find and evaluate potential
acquisitions. These costs are estimated at $50,000 to $100,000 per
year.
4
Table of Contents
We are evaluating all
options available to the Company at this time.
Results of Operations
For the year ended December
31, 2014, the Company incurred administrative expenses of $108,588 versus
$62,689 in 2013. Administrative expenses increased in 2014 from 2013
predominantly due to increased expenses associated with acquisition activity of
$25,406, and annual meeting costs of $10,471.
During 2010, the company
began to invest from time to time in marketable securities that are subject to a
publicly disclosed acquisition offer but are trading below the proposed
acquisition price and selected mutual funds. During the year ended December 31,
2014 the Company recorded $2,267 of net realized and unrealized gains- from this
activity as compared to $4,238 in net realized and unrealized losses in 2013. In
addition, the Company also received $5,095 in cash distributions from these
transactions in 2013. No such distributions were received in 2014. The relative
amount of gains, or losses, and distributions in any period is very dependent on
the number and timing of the available transactions over that period. Interest
income from the Company investment in a United States Treasury money market fund
was $2 and $23 during the year ended December 31, 2014 and 2013, respectively.
Liquidity and Capital
Resources
At
December 31, 2014, we had
$187,429 in cash and cash equivalents as compared to $284,838 in cash, cash
equivalents, and marketable securities at December 31, 2013.
The Company has implemented
a growth strategy to acquire US-based businesses of an appropriate type and
size. The execution of such a strategy will require the Company to obtain
significantly more financial resources than it currently possesses. Those
resources could take the form of debt and equity offerings, or potentially a
hybrid instrument. There is no assurance that the Company can obtain such
financial resources to successfully implement this strategy.
Item 7A. Quantitative
and Qualitative Analysis of Market Risk
We are a smaller reporting
company as defined in Item 10(f)(1) of Regulation S-K and thus are not required
to report the Quantitative and Qualitative Analysis of Market Risk specified in
Item 305 of Regulation S-K.
Item 8. Financial
Statements and Supplementary Data.
Report of Independent
Registered Public Accounting Firm
Balance Sheets as of
December 31, 2014 and 2013
Statements of Operations
for the
Years Ended December 31,
2014 and 2013
Statements of Cash Flows
for the
Years Ended December 31,
2014 and 2013
Statements of Shareholders
Equity for the
Years Ended December 31, 2014 and 2013
Notes to Financial
Statements
5
Table of Contents
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Shareholders of
Morgan Group Holding Co.
Rye, New York
We have audited the
accompanying balance sheets of Morgan Group Holding Co. (the Company) as of
December 31, 2014 and 2013, and the related statements of operations,
shareholders equity, and cash flows for each of the years then ended. The
Companys management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of Morgan Group Holding Co. as of December 31, 2014 and
2013, and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/ Daszkal Bolton LLP
Boca Raton, Florida
February 23, 2015
6
Table of Contents
Morgan Group Holding Co.
Balance Sheets
|
|
December
31, |
|
|
2014 |
|
2013 |
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash
equivalents |
|
$187,429 |
|
|
$8,981 |
|
Investment in marketable
securities |
|
-- |
|
|
275,857 |
|
Prepaid
expenses |
|
9,082 |
|
|
9,081 |
|
Total current assets |
|
196,511 |
|
|
293,919 |
|
Property and equipment, net |
|
572 |
|
|
1,226 |
|
Total assets |
|
$197,083 |
|
|
$295,145 |
|
|
LIABILITIES |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts
payable |
|
$8,257 |
|
|
$-- |
|
Total current liabilities |
|
8,257 |
|
|
-- |
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
Preferred Stock, $0.01 par value, 1,000,000 shares |
|
|
|
|
|
|
authorized, none
outstanding |
|
-- |
|
|
-- |
|
Common Stock, $0.01 par value,
10,000,000 shares |
|
|
|
|
|
|
authorized, 3,359,055
outstanding at December 31, 2014 |
|
|
|
|
|
|
and 2013 |
|
33,591 |
|
|
33,591 |
|
Additional paid-in-capital |
|
5,772,368 |
|
|
5,772,368 |
|
Accumulated deficit |
|
(5,617,133 |
) |
|
(5,510,814 |
) |
Total shareholders' equity |
|
188,826 |
|
|
295,145 |
|
Total liabilities and shareholders' equity |
|
$197,083 |
|
|
$295,145 |
|
See accompanying notes
to financial statements
7
Table of Contents
Morgan Group Holding Co.
Statements of Operations
|
|
Year Ended December
31, |
|
|
2014 |
|
2013 |
Revenues |
|
$-- |
|
|
$-- |
|
|
Administrative expenses |
|
(108,588 |
) |
|
(62,689 |
) |
Other income |
|
|
|
|
|
|
Interest income and
dividends received from marketable |
|
|
|
|
|
|
securities |
|
2 |
|
|
5,118 |
|
Realized and unrealized gains (losses) on marketable |
|
|
|
|
|
|
securities |
|
2,267 |
|
|
(4,238 |
) |
Net loss before income taxes |
|
(106,319 |
) |
|
(61,809 |
) |
Income taxes |
|
-- |
|
|
-- |
|
Net loss |
|
($106,319 |
) |
|
($61,809 |
) |
|
Loss
per share, basic and diluted |
|
($0.03 |
) |
|
($0.02 |
) |
|
Average shares outstanding, basic and diluted |
|
3,359,055 |
|
|
3,359,055 |
|
See accompanying notes
to financial statements
8
Table of Contents
Morgan Group Holding Co.
Statements of Cash Flows
|
|
Year Ended December
31, |
|
|
2014 |
|
2013 |
Cash
Flows from Operating Activities |
|
|
|
|
|
|
Interest
received |
|
$2 |
|
|
$23 |
|
Cash
paid to suppliers |
|
(99,678 |
) |
|
(81,560 |
) |
Net cash used in operating activities |
|
(99,676 |
) |
|
(81,537 |
) |
|
Cash
Flows from Investing Activities |
|
|
|
|
|
|
Purchases of marketable
securities |
|
(65,676 |
) |
|
(280,095 |
) |
Proceeds from the sale
of marketable securities |
|
343,800 |
|
|
-- |
|
Dividends on marketable
securities |
|
-- |
|
|
5,095 |
|
Net cash provided by (used in) by investing activities |
|
278,124 |
|
|
(275,000 |
) |
|
Cash Flows from Financing
Activities |
|
|
|
|
|
|
Issuance of
warrants |
|
-- |
|
|
10,000 |
|
Cash provided by financing activities |
|
-- |
|
|
10,000 |
|
Net
increase (decrease) in cash |
|
178,448 |
|
|
(346,537 |
) |
Cash and cash
equivalents, beginning of the year |
|
8,981 |
|
|
355,518 |
|
Cash and cash
equivalents, end of the year |
|
$187,429 |
|
|
$8,981 |
|
|
Reconciliation of net loss to net cash used in
operating |
|
|
|
|
|
|
activities: |
|
|
|
|
|
|
Net loss |
|
($106,319 |
) |
|
($61,809 |
) |
Depreciation |
|
654 |
|
|
654 |
|
Realized gains from the sale of marketable securities |
|
1,971 |
|
|
-- |
|
Change in unrealized losses on marketable securities |
|
(4,238 |
) |
|
4,238 |
|
Dividends on marketable securities |
|
-- |
|
|
(5,095 |
) |
Increase (decrease) in accounts payable |
|
8,257 |
|
|
(16,374 |
) |
Increase in prepaid expenses |
|
(1 |
) |
|
(3,151 |
) |
Net
cash used in operating activities |
|
($99,676 |
) |
|
($81,537 |
) |
See accompanying notes
to financial statements
9
Table of Contents
Morgan Group Holding Co.
Statements of Shareholders Equity
|
|
Preferred Stock |
|
Common Stock |
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid
in |
|
Accumulated |
|
|
|
|
|
Shares |
|
Par Value |
|
Shares |
|
Par Value |
|
Capital |
|
Deficit |
|
Total |
Balance, December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
-- |
|
$-- |
|
3,359,055 |
|
$33,591 |
|
$5,762,368 |
|
($5,449,005 |
) |
|
$346,954 |
|
|
Issuance of warrants |
|
-- |
|
-- |
|
-- |
|
-- |
|
10,000 |
|
-- |
|
|
10,000 |
|
|
Net
loss for year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013 |
|
-- |
|
-- |
|
-- |
|
-- |
|
-- |
|
(61,809 |
) |
|
(61,809 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
-- |
|
-- |
|
3,359,055 |
|
33,591 |
|
5,772,368 |
|
(5,510,814 |
) |
|
295,145 |
|
|
Net
loss for year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2014 |
|
-- |
|
-- |
|
-- |
|
-- |
|
-- |
|
(106,319 |
) |
|
(106,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
-- |
|
$-- |
|
3,359,055 |
|
$33,591 |
|
5,772,368 |
|
(5,617,133 |
) |
|
$188,826 |
|
See accompanying notes
to financial statements
10
Table of Contents
Morgan Group Holding Co.
Notes to Financial Statements
Note
1. |
Basis of Presentation and
Significant Accounting Principles |
|
|
|
Basis of
Presentation
Morgan Group Holding
Co. (Holding or the Company) was incorporated in November 2001 as a
wholly-owned subsidiary of LICT Corporation (LICT) to serve, among other business purposes, as a
holding company for LICTs controlling interest in The Morgan Group, Inc.
(Morgan). On January 24, 2002, LICT spun off 2,820,051 shares of Holding
common stock through a pro rata distribution (Spin-Off) to its
stockholders and retained 235,294 shares.
On October 3, 2002,
Morgan ceased 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 filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Indiana, South Bend Division
for the purpose of conducting an orderly liquidation of Morgans assets.
On March 31, 2008, the
bankruptcy court dismissed the proceeding and it was entirely concluded at
that time. The Company received no value for its equity ownership from the
bankruptcy proceeding.
Significant
Accounting Principles
Cash and Cash
Equivalents
All highly liquid
investments with maturity of three months or less when purchased are
considered to be cash equivalents. The carrying value of cash equivalents
approximates its fair value based on its nature.
At December 31, 2014
and 2013 all cash and cash equivalents were invested in a United States
Treasury money market fund, for which an affiliate of the Company serves as
the investment manager.
Stock Based
Compensation
During 2012, the
Company issued stock options and warrants to two of the Companys
officers, see Note 7. The Company uses a fair value based method of
accounting for stock-based compensation provided to our employees. The
estimated fair value of option awards on the grant date is determined
using the Black Scholes option-pricing model. This sophisticated model
utilizes a number of assumptions in arriving at its results, including the
estimated life of the option, the risk free interest rate at the date of
grant and the volatility of the underlying common stock. There may be
other factors which are not considered in the Black Scholes model but
which may have an effect on the value of the options as well. The effects
of changing any of the assumptions or factors employed by the Black
Scholes model may result in a significantly different valuation for the
options. No options or warrants were granted during the years ended
December 31, 2014 and 2013.
Earnings per share
Basic earnings per
share is based on the weighted-average number of common shares outstanding
during each period. Diluted earnings per share is based on basic shares
plus the incremental shares that would be issued upon the assumed exercise
of in-the-money stock options and unvested restricted stock using the
treasury stock method, if dilutive.
Use of
Estimates
The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates. |
11
Table of Contents
Note
2. |
Marketable Securities |
|
|
|
Marketable securities
consist of publicly traded common stocks. The Companys investments in
marketable securities are classified as trading securities under ASC 320
and are carried at their estimated fair value based on current market
quotes. The Company acquired its marketable securities on the open market
through an affiliate of its Chairman and securities were held in an
account at the same affiliate. The Company reported the unrealized gains
or losses through the current period Statement of Operations. At December
31, 2013, there were $275,857 of investments in marketable securities and
there was $4,238 of unrealized losses on the Companys investments in
marketable securities, which was included in the net loss for the year
ended December 31, 2013. There were no investments in marketable
securities at December 31, 2014. |
|
|
Note
3. |
Fair Value
of Financial Instruments |
|
|
|
The Company measures
fair value as the selling price that would be received for an asset, or
paid to transfer a liability, in the principal market on the measurement
date. The hierarchy established by the FASB prioritizes fair value
measurements based on the types of inputs used in the valuation technique.
The inputs are categorized into the following levels: |
|
|
|
|
Level 1 Observable
inputs such as quoted prices in active markets for identical assets or
liabilities. |
|
|
|
|
|
Level 2 Inputs
other than quoted prices that are observable, either directly or
indirectly, for identical or similar assets and liabilities in active or
non-active markets; or model-derived valuations or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or liability. |
|
|
|
|
|
Level 3
Unobservable inputs not corroborated by market data, therefore requiring
the entity to use the best available information, including management
assumptions. |
|
|
|
|
Market value was
determined using Level 1 inputs, which are quoted prices for identical securities in active markets. |
|
|
|
At December 31, 2014,
there were no gross unrealized gains or losses. |
|
|
|
At December 31, 2013,
the gross unrealized loss is as
follows: |
|
|
|
|
|
Gross |
|
Estimated |
|
|
|
Cost |
|
Unrealized |
|
Fair |
|
Description |
|
Basis |
|
Losses |
|
Value |
|
Equity |
|
$280,095 |
|
($4,238) |
|
$275,857 |
|
|
|
While the above
Estimated Fair Value was based on quoted prices (unadjusted) in active
markets for identical assets at the reporting date, the quoted price was
significantly impacted by an offer to acquire all of the outstanding of
stock of that entity. The transactions closed subsequent to the reporting
date at an amount in excess of the above Estimated Fair
Value. |
Note
4. |
Investment in Morgan Group, Inc. |
|
|
|
Upon Morgans bankruptcy filing, the
Company deconsolidated its investment, as the Company believes it no
longer had controlling or significant influence. At December 31, 2007, the
estimated value of Morgans assets in liquidation was insufficient to
satisfy its estimated obligations. On March 31, 2008, the bankruptcy
proceeding was concluded and the bankruptcy court dismissed the
proceeding. The Company received no value for its equity
ownership. |
12
Table of Contents
Note 5. |
Income
Taxes |
|
|
|
Deferred income taxes
are determined based upon differences between financial reporting and
income tax bases of assets and liabilities and are measured using the
enacted income tax rates and laws that will be in effect when the
differences are expected to reverse. The Company recognizes any interest
and penalties to unrecognized tax benefits as a component of income tax
expense.
No federal current or
deferred income taxes were recorded for the years ended December 31, 2014
and 2013, as the Company's income tax benefits were fully offset by a
corresponding increase to the valuation allowance against its net deferred
income tax assets.
The Tax Reform Act of
1986 limits the annual utilization of net operating loss and tax credit
carry forwards, following an ownership change of the Company. Note that as
a result of the Company's equity financings in recent years, the Company
underwent changes in ownership for purposes of the Tax Reform Act.
Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use
of any of the Company's net operating loss carry forwards may be limited
if cumulative changes in ownership of more than 50% occur during any three
year period.
At December 31, 2014
and 2013, the Company had federal and state net operating loss carry
forwards of $410,000 and $297,000, respectively, available to offset
future taxable income. These net operating loss carry forwards will expire
in varying amounts beginning in 2023 through 2034. At December 31, 2014
and 2013, the Company had federal capital loss carry forwards of $2,000
available to offset future taxable gains. A capital loss carry forward
expired on December 31, 2013.
The components of
income tax provision (benefit) are as follows:
|
|
|
December 31, |
|
|
2014 |
|
2013 |
|
Current income taxes: |
|
|
|
|
Federal |
$-- |
|
$-- |
|
State |
-- |
|
-- |
|
Total current income taxes |
-- |
|
-- |
|
Deferred income taxes |
42,801 |
|
(1,687,209) |
|
Change in valuation allowance |
(42,801) |
|
1,687,209 |
|
Provision (benefit) for income taxes |
$-- |
|
$-- |
|
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's net deferred income taxes are as
follows: |
|
|
|
|
|
December 31, |
|
|
2014 |
|
2013 |
|
Current deferred income tax assets |
$-- |
|
$-- |
|
|
|
Noncurrent deferred income tax
assets: |
|
|
|
|
Net operating loss
carryover difference |
158,448 |
|
114,759 |
|
Stock option
compensation |
42,338 |
|
42,338 |
|
Unrealized losses on
marketable securities |
-- |
|
1,115 |
|
|
200,786 |
|
158,212 |
|
Noncurrent deferred income tax
liabilities: |
|
|
|
|
Depreciation |
-- |
|
(227) |
|
Valuation allowance |
(200,786) |
|
(157,985) |
|
|
$-- |
|
$-- |
|
|
|
|
|
|
Due to uncertainty
surrounding realization of the deferred income tax assets in future
periods, the Company has recorded a 100% valuation allowance against its
net deferred tax assets. If it is determined in the future that it is more
likely than not that the deferred income tax assets are realizable, the
valuation allowance will be reduced.
|
13
Table of Contents
|
The reconciliation of
the provision for income taxes for the years ended December 31, 2014 and
2013, and the amount computed by applying the U. S, Federal statutory
income tax rate to net loss is as follows: |
|
|
|
|
|
|
|
December 31, |
|
|
|
2014 |
|
2013 |
|
Tax
provision (benefit) at statutory rate |
|
($37,739) |
|
-- |
|
State taxes, net of federal effect |
|
(5,062) |
|
-- |
|
Expiration capital loss carry forward |
|
-- |
|
1,689,934 |
|
Other, net |
|
-- |
|
(2,725) |
|
Change of valuation allowance |
|
42,801 |
|
(1,687,209) |
|
Effective
income provision (benefit) |
|
$-- |
|
$-- |
|
|
Note 6. |
Commitments and
Contingencies |
|
|
|
From time to time the Company may be subject
to certain asserted and unasserted claims. It is the Companys belief that
the resolution of any such matters will not have a material adverse effect on
its financial position.
The Company has not guaranteed any of
the obligations of Morgan and believes it currently has no commitment or
obligation to fund any creditors. |
|
|
Note 7. |
Shareholders
Equity and Stock Options and Warrants |
|
|
|
At the Companys Annual Meeting of
Stockholders on May 8, 2014, its stockholders voted to amend the Companys
Certificate of Incorporation (the Charter Amendment) to increase the
number of authorized shares of common stock, par value $0.01 per share,
from 10,000,000 to 100,000,000. The Company has not yet filed the Amended
Certificate of Incorporation
with its state of
incorporation, Delaware, to effectuate the authorization.
On December 21, 2012, the Company and
Jonathan P. Evans, currently Chief Executive Officer of the Company,
entered into a Nonqualified Stock Option Agreement, whereby the Company
granted to Mr. Evans an option (the Option) to purchase 800,000 shares
of the Companys Common Stock at an exercise price of $0.15 per share of
Common Stock, which was the closing price of the Common Stock as quoted on
the OTC Markets inter-dealer quotation service on December 20, 2012. The
Options are exercisable at any time and the exercise period expires
December 21, 2015. As of December 31, 2014 and 2013, these are the only
options outstanding.
Also on December 21, 2012, the
Company issued a warrant to purchase up to 1,000,000 shares of the
Companys Common Stock at $1.00 per share to Jonathan P. Evans in exchange
for $10,000, which was received in 2013. In addition, on that date, the
Company issued a warrant to purchase up to 200,000 shares of the Companys
Common Stock to Robert E. Dolan, Chief Financial Officer of the Company,
in exchange for $2,000. Both warrants are exercisable currently through
December 21, 2017.
The fair values of options and
warrants granted during the year ended December 31, 2012 were estimated on
the date of the grant using the Black-Sholes option-pricing model with the
following assumptions with regard to the option and warrants;
respectively, risk-free rates of 0.38% and 0.74%; dividend yield of 0%;
expected volatility of 85%; and estimated lives of 3 and 5 years. Expected
volatility is based on historical volatility of the Companys common
stock. The expected term of the options and warrants represents the period
of time that options and warrants granted are expected to be outstanding
and is derived from their
terms. |
14
Table of Contents
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and
Procedures.
(a) Evaluation of Disclosure Controls and
Procedures.
As required by Rule 15d-15 under the
Securities Exchange Act of 1934, as of the end of the period covered by this
report, Management carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of December 31, 2014.
This evaluation was carried out under the supervision and with the participation
of our principal executive officer as well as our principal financial officer,
who concluded that our disclosure controls and procedures are effective.
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act are accumulated and communicated to
management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b) Managements Annual Report on Internal Control of
Financial Reporting.
The Companys management is
responsible for establishing and maintaining an adequate system of internal
control over financial reporting, as defined in Rule 13a-15(f) of the
Securities Exchange Act of 1934, as amended. Management conducted an assessment
of the Companys internal control over financial reporting based on the
framework established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on the assessment, management concluded
that, as of December 31, 2014, the Companys internal control over financial
reporting is effective.
This annual report does not include
an attestation report of a registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by a registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide
only managements report in this annual report.
(c) Changes in Internal Control over Financial
Reporting
There was no significant change in
the Companys internal control over financial reporting that occurred during the
most recently completed fiscal year that materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial
reporting.
Item 9B. Other
Information.
None.
PART
III
Item 10. Directors,
Executive Officers and Corporate Governance.
The following information provides
the name, business address, present principal occupation, employment history,
positions, offices or employments for the past five years and ages as of
February 13, 2015 for our executive officers and directors. Members of the board
are elected and serve for one year terms or until their successors are elected
and qualify.
15
Table of Contents
Name |
|
|
Age |
|
Position |
Jonathan P. Evans |
|
38 |
|
Chief Executive Officer and
Director |
Robert E. Dolan |
|
63 |
|
Chief Financial Officer and
Director |
Jonathan P. Evans has served as our Chief Executive Officer since
November 2012. From 2006 through November 2012, Mr. Evans held various positions
with Crane Co.: Director Strategic Initiatives from May 2012 to November 2012,
Director Marketing & Product Management (Chippenham, England) from May
2011 to May 2012, Director Operations (Chippenham, England) from May 2010 to
May 2011, Currenza Product Manager from September 2007 to May 2010, and Manager
of Operational Excellence from July 2006 to September 2007.
Robert E. Dolan has served as our Chief Financial Officer since
November 2001. Mr. Dolan has also served in the following capacities at LICT
Corporation: Executive Vice President and Chief Financial Officer from December
6, 2010, Interim Chief Executive Officer and Chief Financial Officer from May 1,
2006 to December 6, 2010, Chief Financial Officer from January 2004 to May 1,
2006, Chief Financial Officer, Controller from September 1999 to January 2004
and Director from August 2013. In addition, Mr. Dolan was, until September 14,
2009, the Assistant Secretary and director of Sunshine PCS Corporation, a public
holding company, and had served in these capacities since November 2000. Also
from November 17, 2007, Mr. Dolan has also been the Interim Chief Executive
Officer and Chief Financial Officer of CIBL, Inc.
Committees of the Board
of Directors
We presently do not have an audit
committee, compensation committee, nominating committee, an executive committee
of our board of directors, stock plan committee or any other committees.
Currently, our full board of directors serves as the audit committee and
approves, when applicable, the appointment of auditors and the inclusion of
financial statements in our periodic reports. Mr. Dolan is deemed to be an
audit committee financial expert.
We have not made any changes to the
process by which shareholders may recommend nominees to the board of directors
since our last annual report.
Code of
Ethics
We have not yet adopted a corporate
code of ethics. Our board of directors is considering whether in light of the
nature of our company and its lack of any operations, it is necessary or
appropriate to adopt a formal corporate code of ethics. If it is determined that
such a code would be necessary or appropriate, the Board will then consider
establishing, over the next year, a code of ethics.
Legal Proceedings
Neither of our directors and
executive officers has been involved in legal proceedings that would be material
to an evaluation of our management.
Section 16(a) Beneficial
Ownership Reporting Compliance
To our knowledge, based solely upon
our review of copies of reports received by us pursuant to Section 16(a) of the
Securities Exchange Act of 1934, we believe that all of our directors, officers
and beneficial owners of more than 10 percent of our common stock filed all such
reports on a timely basis during 2014.
16
Table of Contents
Item 11. Executive
Compensation.
The Company has not paid any compensation to any person, including its
directors and executive officers, since inception. The Company does not have any
employment contracts with either of its executive officers.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The following table sets forth
information concerning ownership of our common stock as of February 13 2015 by
each person known by us to be the beneficial owner of more than five percent of
the common stock, each director, each executive officer, and by all directors
and executive officers as a group. We believe that each stockholder has sole
voting power and sole dispositive power with respect to the shares beneficially
owned by him. Unless otherwise indicated, the address of each person listed
below is 401 Theodore Fremd Avenue, Rye, New York 10580.
|
|
Number of Shares of |
|
|
|
|
|
Common Stock |
|
|
|
Name and
Address*
of Beneficial
Owner |
|
|
Beneficially
Owned |
|
|
Percent of
Ownership |
Jonathan P. Evans |
|
1,800,000 |
(1) |
|
34.9% |
140 Greenwich Avenue |
|
|
|
|
|
Greenwich, CT 06830 |
|
|
|
|
|
|
Mario J. Gabelli |
|
885,844 |
(2) |
|
26.4% |
|
T. Baulch |
|
335,868 |
(3) |
|
10.0% |
448 West 19th Street,
#580 |
|
|
|
|
|
Houston, TX 77008 |
|
|
|
|
|
|
LICT
Corporation |
|
235,294 |
(1) |
|
7.0% |
|
Bernard Zimmerman & Company,
Inc. |
|
216,100 |
(4) |
|
6.4% |
18 High Meadow Road |
|
|
|
|
|
Weston, CT 06883 |
|
|
|
|
|
|
Claudia Carucci and Uncle Mills |
|
196,899 |
(4) |
|
5.9% |
Partners |
|
|
|
|
|
17
Eagle Island Place |
|
|
|
|
|
Shelton, SC 29941-3017 |
|
|
|
|
|
|
Robert E. Dolan |
|
200,509 |
(5) |
|
5.6% |
* |
Unless otherwise
indicated, the address of each person listed above is 401 Theodore Fremd
Avenue, Rye, New York 10580. |
|
|
(1) |
Represents an Option and a Warrant owned by
Mr. Evans. The Option is currently exercisable and is for 800,000 shares
with an exercise price of $0.15 per share and expire on December 21, 2015.
The Warrant is currently exercisable and is to purchase 1,000,000 shares
at $1.00 per share until December 21, 2017. For purposes of computing the
Percent of Ownership for Mr. Evans, the amount of shares represented by
the Option and the Warrant have been added to the numerator and
denominator of the computation. |
|
|
(2) |
Represents 310,550 shares owned directly by
Mr. Gabelli, 340,000 shares owned by a limited partnership for which Mr.
Gabelli serves as a general partner (Mr. Gabelli has less than a 100%
interest in the entity and disclaims beneficial ownership of the shares
held by this entity which are in excess of his indirect pecuniary
interest), and 235,294 shares owned by LICT Corporation (Mr. Gabelli is a
control person of LICT Corporation and therefore shares owned by LICT
Corporation are set forth in the table as also beneficially owned by Mr.
Gabelli. Mr. Gabelli disclaims beneficial ownership of the shares owned by
the partnership and LICT Corporation, except for his interest
therein.) |
17
Table of Contents
(3) |
Based solely on a Schedule 13G/A filed with
the Securities and Exchange Commission by T. Baulch on February 3, 2014,
identifying T. Baulch as the beneficial owner of 335,868 shares, having
sole voting power and sole dispositive power with respect to 211,441
shares and having shared voting power and shared dispositive power with
respect to 124,427 shares which are held of record by the wife of T.
Baulch. |
|
|
(4) |
Based solely on a Schedule 13G filed with
the Securities and Exchange Commission by Claudia Carucci, Uncle Mills
Partners, and Bernard Zimmerman & Company, Inc. filed as of December
31, 2013, identifying (i) Claudia Carucci as the beneficial owner of
196,899 shares (which includes 177,999 shares owned individually and
18,900 shares owned by Uncle Mills Partners) and having sole voting power
and sole dispositive power with respect to such shares, (ii) Uncle Mills
Partners as the beneficial owner of 18,900 shares and having sole voting
power and sole dispositive power with respect to such shares, and (iii)
Bernard Zimmerman & Company, Inc. as the beneficial owner of 216,100
shares and having sole voting power and sole dispositive power with
respect to such shares. |
|
(5) |
Represents 400 shares owned directly by Mr.
Dolan, 109 shares owned by Mr. Dolan as part of the LICT Corporation
401(k) Plan and a Warrant owned by Mr. Dolan. The Warrant is currently
exercisable and is to purchase 200,000 shares at $1.00 per share until
December 21, 2017. For purposes of computing the Percent of Ownership for
Mr. Dolan, the amount of shares represented by the Warrant have been added
to the numerator and denominator of the
computation. |
Item 13. Certain
Relationships and Related Transactions.
None.
Item 14. Principal
Accountant Fees and Services.
Audit Fees
The aggregate fees billed by Daszkal Bolton LLP for professional services
rendered for the audit of the Companys financial statements for 2014 and 2013
were $14,000 annually. For 2014 and 2013, Daszkal Bolton LLP billed the Company
an aggregate of $3,000 per quarter for the reviews of the financial statements
included in its quarterly Form 10-Q.
Audit-Related Fees
No
audit-related fees were billed by Daszkal Bolton LLP for 2014 or 2013.
Tax Fees
No tax fees were billed by Daszkal Bolton LLP for 2014 or 2013.
All Other Fees
No other fees
were billed by Daszkal Bolton LLP for 2014 or 2013 for services other than as
set forth above.
18
Table of Contents
PART IV
Item 15. Exhibits,
Financial Statement Schedules.
Exhibit Number |
|
Description |
|
3.1 |
|
Certificate of Incorporation of the
Company* |
|
|
|
3.2 |
|
By-laws of the Company* |
|
|
|
31.1 |
|
Rule 15d-14(a) Certification of the Chief
Executive Officer |
|
|
|
31.2 |
|
Rule 15d-14(a) Certification of the Principal Accounting
Officer |
|
|
|
32.1 |
|
Section 1350 Certification of the Chief
Executive Officer |
|
|
|
32.2 |
|
Section 1350 Certification of the Principal Accounting
Officer |
____________________
* |
Incorporated by
reference to the exhibits to the Companys Registration Statement on Form
S-1 (Registration No. 333-73996). |
19
Table of Contents
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. |
|
|
|
|
|
|
Dated: February 23, 2015 |
By: |
/s/Robert E.
Dolan |
|
|
ROBERT E. DOLAN |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting
Officer) |
Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature |
|
Capacity |
Date |
/s/ Jonathan P.
Evans |
|
Chief Executive Officer |
February 23, 2015 |
JONATHAN P. EVANS |
|
(Principal Executive Officer) |
|
|
|
and
Director |
|
|
|
/s/ Robert E.
Dolan |
|
Chief Financial Officer (Principal |
February 23, 2015 |
ROBERT E. DOLAN |
|
Financial and Accounting Officer) |
|
|
|
and
Director |
|
|
|
/s/ Mario J.
Gabelli |
|
Director |
February 23, 2015 |
MARIO
J. GABELLI |
|
|
|
20
Exhibit 31.1
Rule 13a-14(a)
Certification of the Chief Executive Officer
I, Jonathan P. Evans,
certify that:
1. I
have reviewed this Annual Report on Form 10-K of Morgan Group Holdings
Co.; |
|
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report; |
|
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have: |
|
|
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared; |
|
|
|
(b) Designed such internal
control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
|
|
|
|
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
|
|
|
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and |
|
|
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions): |
|
|
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and |
|
|
|
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting. |
Date: February 23, 2015
/s/ Jonathan P. Evans |
Jonathan P. Evans |
Chief Executive
Officer |
Exhibit 31.2
Rule 13a-14(a)
Certification of the Chief Financial Officer
I, Robert E. Dolan, certify
that:
1. I
have reviewed this Annual Report on Form 10-K of Morgan Group Holdings
Co.; |
|
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report; |
|
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have: |
|
|
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared; |
|
|
|
(b) Designed such internal
control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
|
|
|
|
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
|
|
|
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and |
|
|
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions): |
|
|
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and |
|
|
|
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting. |
Date: February 23, 2015
/s/ Robert E.
Dolan |
Robert E. Dolan |
Chief Financial
Officer |
Exhibit 32.1
CERTIFICATION OF CEO
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report
on Form 10-K of Morgan Group Holdings Co. (the Company) for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Jonathan P. Evans, as Chief Executive Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/s/ Jonathan P. Evans |
Name: Jonathan P. Evans |
Title: Chief Executive
Officer |
Date: February 23, 2015
Exhibit 32.2
CERTIFICATION OF PRINCIPAL
ACCOUNTING OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Morgan Group
Holdings Co. (the Company) for the year ended December 31, 2014, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), Robert
E. Dolan, as Principal Accounting Officer of the Company, hereby certifies,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Robert E. Dolan |
Name: Robert E. Dolan |
Title: Principal Accounting
Officer |
Date: February 23, 2015
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