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                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005   Commission file number  333-73996
                          -----------------                           ---------

                                       OR

[   ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from             to
                              -------------  -----------


                            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 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 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 shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes X  No
                                   ---   ---

The issuer's revenues for the fiscal year ended December 31, 2005 was [$0].

As of March 20, 2006, the aggregate market value of the Registrant's  voting and
nonvoting   common  equity  held  by   non-affiliates   of  the  Registrant  was
approximately   $255,000,   which  value,   solely  for  the  purposes  of  this
calculation,  excludes shares held by the Registrant's 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 3,055,345
as of March 20, 2006.

================================================================================


<PAGE>


                            MORGAN GROUP HOLDING CO.
                                TABLE OF CONTENTS
                                                                        Page No.

Item 1.   Description of Business                                          3

Item 2.   Description of Properties                                        4

Item 3.   Legal Proceedings                                                4

Item 4.   Submission of Matters To a Vote of Security Holders              4

Item 5.   Market For Common Equity, Related Stockholder Matters
          and Small Business Issuer Purchases of Equity Securities         4

Item 6.   Management's Discussion and Analysis or Plan of Operation        5

Item 7.   Financial Statements                                            6-13

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                         13

Item 8A.  Controls and Procedures                                          13

Item 8B.  Other Information                                                13

Item 9.   Directors and Executive Officers of the Registrant               14

Item 10.  Executive Compensation                                           15

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                  15

Item 12.  Certain Relationships and Related Transactions                   16

Item 13.  Exhibits                                                         16

Item 14.  Principal Accountant Fees and Services                           16


<PAGE>


                                     PART I
                                     ------

Item 1.  Business.

         Morgan Group Holding Co. (the "Company" or "MGHL") was  incorporated in
November 2001 to serve, among other business purposes,  as a holding company for
Lynch Interactive  Corporation's ("Lynch  Interactive")  controlling interest in
The Morgan Group, Inc.  ("Morgan").  Morgan managed the delivery of manufactured
homes,  commercial  vehicles  and  specialized  equipment.  Upon  the  Company's
formation as a wholly owned subsidiary of Lynch  Interactive,  Lynch Interactive
made a  capital  contribution  to  MGHL  of  $500,000.  Lynch  Interactive  also
transferred to MGHL 161,100 shares of Morgan's Class A common stock, warrants to
purchase an additional 161,100 such shares at $9.00 per share,  2,200,000 shares
of  Morgan's  Class B common  stock  and  warrants  to  purchase  an  additional
2,200,000  such shares at $9.00 per share,  giving MGHL control of more than 80%
of Morgan's  aggregate voting power. On January 24, 2002, Lynch Interactive spun
off all but 235,294 of its shares in MGHL to its stockholders.

         Unfortunately,  a combination  of industry  dynamics,  poor  management
decisions,  and a surge in insurance costs crippled  Morgan.  On October 3, 2002
Morgan ceased 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.  As of December 31, 2004, the debtors
of Morgan were continuing to conduct an orderly liquidation of their assets.

         Effective October 15, 2002, the shares of Morgan's Class A Common Stock
were delisted from the American Stock  Exchange.  The stock exchange  determined
that Morgan's Class A Common Stock no longer  satisfied  Sections 1002, 1003 and
1009 of the listing rules.

         On  November  12,  2002,  Morgan  filed a  Certification  and Notice of
Termination of Registration  under Section 12(g) of the Securities  Exchange Act
of 1934.

         The Company expects that its ownership  interest in Morgan will have no
residual  value upon  completion of the  liquidation of the assets of The Morgan
Group  Inc.  The  Company's  strategy  is  to  look  for  additional  investment
opportunities. However the loss did yield a capital loss of about $4 million.

Risk Factors That May Affect Future Results
-------------------------------------------

         The Company operates in a rapidly changing  environment that involves a
number of risks, some of which are beyond the Company's  control.  The following
discussion highlights the most material of the risks.


         We have no substantial assets for operations.

         As of  December  31,  2005,  the  Company's  only assets  consisted  of
$408,000  in cash and an  unrecognized  asset  relating  to  capital  loss carry
forward  of  about  $4  million.   This  amount  is   insufficient  to  maintain
commercially  reasonable operations.  In addition, the Company has no product to
sell and has no revenue.

         We need additional financing.

         The Company has very limited funds,  and such funds may not be adequate
to take advantage of any available business opportunities. Even if the Company's
currently  available funds prove to be sufficient until it is able to acquire an
interest in, or complete a transaction with, a business opportunity,  such funds
will not be  sufficient  to enable it to exploit  the  opportunity.  There is no
assurance  that  additional  capital  will be  available  from any source or, if
available,  that it can be  obtained  on terms  acceptable  to the  Company.  If
additional funds are not available,  the Company's operations will be limited to
those that can be financed with its modest capital.


                                       3
<PAGE>


         There are conflicts of interest  inherent in our existence as a company
and acquisition candidate.

         Certain  conflicts  of  interest  exist  between  the  Company  and its
officers and directors.  Such individuals have other business interests to which
they  currently  devote  attention,  and  are  expected  to  continue  to do so.
Consequently,  conflicts of interest may arise that can be resolved only through
their exercise of judgment in a manner which is consistent  with their fiduciary
duties to the Company.

         It  is  anticipated  that  the  Company's  principal  stockholders  may
actively  negotiate or  otherwise  consent to the purchase of a portion of their
common stock as a condition  to, or in  connection  with,  a proposed  merger or
acquisition  transaction.  In this process, the Company's principal stockholders
may consider their own personal  pecuniary benefit rather than the best interest
of  other  Company  stockholders.  Depending  upon  the  nature  of  a  proposed
transaction,  Company stockholders other than the principal stockholders may not
be afforded the opportunity to approve or consent to a particular transaction.

         The potential  business  opportunity has not been identified and may be
highly risky.

         The Company has not identified,  nor has it initiated,  any commitments
to enter into or acquire a specific  business  opportunity.  As a result,  it is
only able to make  general  disclosures  concerning  the risks  and  hazards  of
acquiring a business opportunity,  rather than providing disclosure with respect
to specific risks and hazards.  As a general matter,  prospective  investors can
expect any potential business opportunity to be quite risky.

         The type of business  opportunity that may be acquired presents certain
risks.

         The type of business to be  acquired  may be one that  desires to avoid
effecting  its  own  public  offering  and  the  accompanying  expense,  delays,
uncertainties,  and  onerous  federal  and state  requirements.  Because  of the
Company's  limited  capital,  it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly  traded  company.  Moreover,  any business  opportunity
acquired may be currently unprofitable or present other negative factors.


Item 2.  Properties.

         The Company owns no properties.

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.

                                     PART II
                                     -------

Item 5.  Market  For The  Registrant's  Common  Equity And  Related  Stockholder
         Matters.

     The  shares of our  common  stock  trades on the [pink  sheets],  under the
symbol:  MGHL.PK.  The following table sets forth the high and low market prices
of the common stock for the periods indicated, as reported by published sources.

                                                  High                  Low
2005 Fiscal Year
First Quarter                                      $0.09              $0.08
Second Quarter                                     $0.10              $0.08
Third Quarter                                      $0.115             $0.09
Fourth Quarter                                     $0.101             $0.09


                                       4
<PAGE>


2004 Fiscal Year
First Quarter                                      $0.10              $0.10
Second Quarter                                     $0.10              $0.06
Third Quarter                                      $0.07              $0.06
Fourth Quarter                                     $0.08              $0.07


         As of March 20, 2006, there were approximately 800 holders of record of
the Company's 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.

         The Company has never repurchased any of its equity securities and does
not anticipate that it will do so in the foreseeable future.


Item 6.  Management's Discussion and Analysis or Plan of Operation.


         Overview

         The  Company  was  incorporated  in  November  2001  as a  wholly-owned
subsidiary  of  Lynch  Interactive  Corporation  ("Interactive")  to serve as an
acquisition  vehicle.  Initially,  we  received  $500,000  cash and 68.5% of The
Morgan Group,  Inc.'s  ("Morgan")  equity  interest and 80.8% of Morgan's voting
interest.  On January 24, 2002,  Interactive  spun off  2,820,051  shares of our
common stock through a pro rata  distribution  ("Spin-Off") to its stockholders.
Interactive retained 235,294 shares at the time of the spin-off.

         A combination of industry dynamics,  poor management  decisions,  and a
surge in insurance  costs  crippled  Morgan.  On October 3, 2002,  Morgan ceased
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 Morgan's assets.

         As  Morgan  is in the  process  of  liquidation,  in  the  accompanying
financial  statements  the assets and  liabilities  and results of operations of
Morgan  have been  reflected  as a  discontinued  operation.  In  addition,  the
Company's  management  currently  believes  that it is very  unlikely  that  the
Company  will realize any value from its equity  ownership in Morgan.  Given the
fact that the Company has no  obligation  or  intention  to fund any of Morgan's
liabilities,  management  believes that the Company's  investment in Morgan will
have no value after the  liquidation.  As the liquidation of Morgan is under the
control of the  bankruptcy  court,  the  Company  believes  it has  relinquished
control  of Morgan  and  accordingly  has  ceased  consolidating  the  financial
statements of Morgan.

         On October 18, 2002, Morgan adopted the liquidation basis of accounting
and accordingly,  Morgan's assets and liabilities have been adjusted to estimate
net realizable  value. As the carry value of Morgan's  liabilities  exceeded the
fair value of its assets,  the  liabilities  were reduced to equal the estimated
net realizable value of the assets.

         As of  December  31,  2005,  the  Company's  only assets  consisted  of
$408,000 in cash and an unrecognized asset relating to capital loss carryforward
of about $4 million.

         The  Company  currently  has no  operating  businesses  and  will  seek
acquisitions  as part of its  strategic  alternatives.  Its only  costs  are the
administrative  expenses  required  to make the  regulatory  filings  needed  to
maintain its public status.  These costs are estimated at $25,000 to $50,000 per
year.


                                       5
<PAGE>


         Results of Operations

         For  the  year  ended   December   31,  2005,   the  Company   incurred
administrative expenses of $3,000 as compared to $2,000 in 2004.  Administrative
expenses  are lower than  expected due to the  Company's  inability to retain an
independent auditor.

         Investment  income of $10,000 was recorded during the three years ended
December 31, 2005 as compared to $4,000 during 2004  respectively as a result of
the Company's  investment in a United States Treasury money market fund.  Higher
interest rates caused the increase in 2005.

         Recently Issued Accounting Pronouncements

No need - only footnotes of financials.

Item 7.  Financial Statements.

Financial Statements

           Balance Sheets as of
           December 31, 2005 and December 31, 2004

           Statements of Operations for the
           Two Years Ended December 31, 2005

           Statements of Cash Flows for the
           Two Years Ended December 31, 2005

           Statements of  Shareholders' Equity for the
           Two Years Ended December 31, 2005

           Notes to Financial
           Statements as of December 31, 2005


                                       6
<PAGE>


                            Morgan Group Holding Co.
                                 Balance Sheets
                (Dollars in thousands, except per share amounts)

                                                         December 31,
                                                 ------------------------
                                                     2005         2004
                                                 ------------  ----------
ASSETS
Current assets:
Cash and cash equivalents                              $ 408       $ 401
                                                 ------------  ----------
   Total current assets                                  408         401
Net assets of  The Morgan Group, Inc.                    - -          --
                                                 ------------  ----------
   Total assets                                        $ 408       $ 401
                                                 ============  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accrued expenses                                       $  --       $  --
                                                 ------------  ----------
   Total current liabilities                              --          --
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,
  3,055,345 outstanding                                   30          30
Additional paid-in-capital                             5,612       5,612
Accumulated deficit                                  (5,234)     (5,241)
                                                 ------------  ----------
   Total shareholders' equity                            408         401
                                                 ------------  ----------
   Total liabilities and shareholders' equity          $ 408       $ 401
                                                 ============  ==========

See notes to financial statements


                                       7
<PAGE>


                            Morgan Group Holding Co.
                            Statements of Operations
           (Dollars and shares in thousands, except per share amounts)

                                        Year Ending December 31,
                                    ----------------------------------
                                           2005              2004
                                    ---------------- -----------------


Administrative expenses                        $(3)              $(2)
Investment income                                10                 4
                                    ---------------- -----------------
      Net income                                 $7               $ 2
                                    ================ =================

Basic and diluted loss per share:
    Net income per common share               $0.00             $0.00

      Weighted average shares outstanding     3,055             3,055

See accompanying notes


                                       8
<PAGE>


                            Morgan Group Holding Co.
                            Statements of Cash Flows
                             (Dollars in thousands)

                                                    Year Ending December 31,
                                                   ----------------------------
                                                       2005           2004
                                                   -------------- --------------
Operating activities:
   Net income                                                $ 7            $ 2
    Adjustments to reconcile net income to net
     cash used in operating activities                        --             --
                                                   -------------- --------------
     Net cash provided by operating activities                 7              2
                                                   -------------- --------------
Net increase in cash and equivalents                           7              2
Cash and cash equivalents at beginning of period             401            399
                                                   -------------- --------------
Cash and cash equivalents at end of period                  $408          $ 401
                                                  ============== ==============

  See accompanying notes


                                       9
<PAGE>


                            Morgan Group Holding Co.
                       Statements of Shareholders' Equity
                             (Dollars in thousands)



<TABLE>

                                      Common Stock               Additional
                                       Outstanding   Common       Paid-in      Accumulated
                                                       Stock      Capital        Deficit         Total
                                      -------------- ---------- ------------- --------------- ------------
<S>                                     <C>           <C>          <C>            <C>           <C>

January 1, 2004                           3,055,345        $30        $5,612        $(5,243)        $ 399

Net income for year ended December
31,2004                                          --         --            --               2           --
                                      -------------- ---------- ------------- --------------- ------------
  December 31, 2004                       3,055,045         30         5,612         (5,241)          401

Net income for year ended December
31,2005                                          --         --            --               7           --
                                      -------------- ---------- ------------- --------------- ------------
  December 31, 2005                       3,055,045        $30        $5,612       $ (5,234)         $408
                                      ============== ========== ============= =============== ============

</TABLE>


  See accompanying notes.


                                       10
<PAGE>


                            Morgan Group Holding Co.
                          Notes to Financial Statements

Note 1.  Basis of Presentation

     Morgan Group Holding Co.  ("Holding" or "the Company") was  incorporated in
November  2001 as a  wholly-owned  subsidiary of Lynch  Interactive  Corporation
("Interactive") to serve,  among other business  purposes,  as a holding company
for Interactive's  controlling interest in The Morgan Group, Inc. ("Morgan"). On
December 18, 2001, Interactive's  controlling interest in Morgan was transferred
to Holding.  At the time,  Holding owned 68.5% of Morgan's  equity  interest and
80.8% of Morgan's voting  interest.  On January 24, 2002,  Interactive  spun off
2,820,051   shares  of  our  common  stock  through  a  pro  rata   distribution
("Spin-Off") to its  stockholders.  Interactive  retained  235,294 shares of our
common stock to be distributed in connection with the potential  conversion of a
convertible note that had been issued by Interactive.  Such note was repurchased
by Interactive in 2002 and Interactive retains the 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 Morgan's assets.

     As Morgan has ceased operations and is in the process  liquidating  itself,
in the accompanying financial statements, the assets and liabilities and results
of  operations of Morgan have been  reflected as a  discontinued  operation.  In
addition,  Holding's management currently believes,  it is very unlikely that it
will realize any value from its equity  ownership in Morgan,  and given the fact
that Holding has no obligation or intention to fund any of Morgan's liabilities,
its investment in Morgan was believed to have no value after the liquidation. As
the  liquidation  of Morgan is under the control of the  bankruptcy  court,  the
Company  believes it has  relinquished  control of Morgan and  accordingly,  has
ceased consolidating the financial statements of Morgan. As Holding's investment
in Morgan  was a negative  $2,182,000,  at the date of  adoption  of the plan of
liquidation, this resulted in a gain to Holding of that amount.

     On October 18, 2002,  Morgan  adopted the  liquidation  basis of accounting
and, accordingly, Morgan's assets and liabilities have been adjusted to estimate
net realizable  value. As the carry value of Morgan's  liabilities  exceeded the
fair value of its assets,  the  liabilities  were reduced to equal the estimated
net realizable value of the assets.

     Significant  intercompany accounts and transactions have been eliminated in
combination/consolidation.

     Net income per common share ("EPS") is computed  using the number of common
shares  issued  in  connection  with the  Spin-Off  as if such  shares  had been
outstanding for all periods presented.

     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, 2005 and 2004 all cash and cash  equivalents  were invested
in a United States Treasury money market fund, which an affiliate of the Company
serves as the investment manager.

     At December 31, 2005 and 2004, the carrying value of financial  instruments
such as cash and cash  equivalents,  accounts  receivable,  trade  payables  and
long-term debt approximates their fair values. Fair value is determined based on
expected  future cash flows,  discounted  at market  interest  rates,  and other
appropriate valuation methodologies.

     The accompanying  unaudited  consolidated  financial statements reflect, in
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
items)  necessary  for a fair  presentation,  in all material  respects,  of the


                                       11
<PAGE>


financial  position and results of  operations  for the periods  presented.  The
preparation  of financial  statements  in  accordance  with  Generally  Accepted
Accounting  Principles  requires  management to make estimates and  assumptions.
Such  estimates  and  assumptions  affect  the  reported  amounts  of assets and
liabilities,  the 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.

     The  financial  statements  include the accounts of the Company and through
October,  18,  2002,  its  majority  owned  subsidiary,  Morgan.  Morgan has the
following subsidiaries: Morgan Drive Away, Inc., TDI, Inc., Interstate Indemnity
Company,  and Morgan Finance,  Inc., all of which are wholly owned. Morgan Drive
Away, Inc. has two  subsidiaries,  Transport  Services  Unlimited,  Inc. and MDA
Corp. Significant intercompany accounts and transactions have been eliminated in
consolidation.  During 2002, Morgan is treated as a discontinued  operations and
previously  issued  financial  statements  have been  restated  to reflect  that
presentation.

         Recently Issued Accounting Pronouncements

     In June 2004,  the  Emerging  Issues  Task Force  ("EITF")  issued EITF No.
03-01,  "The Meaning of  Other-Than-Temporary  Impairment and its Application to
Certain  Investments".  EITF 03-01  includes  new guidance  for  evaluating  and
recording  impairment  losses  on debt and  equity  investments,  as well as new
disclosure  requirements  for  investments  that are  deemed  to be  temporarily
impaired.  The provisions of EITF 03-01 were  initially  effective for reporting
periods  beginning after June 15, 2004,  while the disclosure  requirements  for
debt and equity securities accounted for under SFAS 115, "Accounting for Certain
Investments  in Debt and Equity  Securities",  are effective for annual  periods
ending  after  December  15,  2003.  In  September  2004,  the FASB  delayed the
effective date for the measurement and recognition  guidance of EITF 03-01.  The
Company will  evaluate the effect of adopting the  recognition  and  measurement
guidance when the final consensus is reached.

     In December 2004, the FASB issued SFAS No.153,  "Exchanges of  Non-monetary
Assets",  which eliminates the exception for  non-monetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
non-monetary assets that do not have commercial  substance.  SFAS No.153 will be
effective for non-monetary asset exchanges occurring in fiscal periods beginning
after June 15,  2005.  The Company  does not believe the adoption of SFAS No.153
will have a material impact on its financial statements.

     In December 2004, the FASB issued SFAS  No.123(R),  "Share-Based  Payment",
which  establishes  standards for  transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee  services  received in exchange  for an award of
equity  instruments  based  on the  grant-date  fair  value of the  award.  This
eliminates  the exception to account for such awards using the intrinsic  method
previously  allowable under APB Opinion No.25.  SFAS No.123(R) will be effective
in the first quarter of 2006.  The Company does not believe that the adoption of
SFAS  No.123(R)  will  have a  material  impact  on its  consolidated  financial
statements.

     In March 2005, the FASB issued FASB  Interpretation No. 47, "Accounting for
Conditional  Asset Retirement  Obligations"  ("FIN 47"). FIN 47 clarifies that a
conditional  asset  retirement  obligation,  as  used  in  FASB  Statement  143,
"Accounting for Asset Retirement  Obligations,"  refers to a legal obligation to
perform an asset  retirement  activity in which the timing  and/or method of the
settlement  are  conditional on a future event that may or may not be within the
control  of the  entity.  Accordingly,  an entity is  required  to  recognize  a
liability for the fair value of a conditional asset retirement obligation if the
fair  value can be  reasonably  estimated.  FIN 47 was  effective  no later than
fiscal years ending after December 15, 2005. The adoption of FIN 47 did not have
an impact on the Company's financial statements.

     In May 2005,  the FASB  issued  SFAS  154,  "Accounting  Changes  and Error
Corrections".  SFAS 154  eliminates  the  requirement  in APB  Opinion  No.  20,
"Accounting  Changes", to include the cumulative effect of changes in accounting
principle in the income statement in the period of change.  Instead,  to enhance


                                       12
<PAGE>


the comparability of prior period financial  statements,  SFAS 154 requires that
changes  in  accounting   principle  be  retrospectively   applied.   Under  the
retrospective  application,  the new  accounting  principle is applied as of the
beginning of the first period  presented  as if that  principle  had always been
used. Adoption of SFAS 154 is required for accounting changes and corrections of
errors made in the fiscal year  beginning  after  December 15, 2005. The Company
will adopt this new accounting standard on January 1, 2006.

Note 2.  Net assets of Discontinued Operation
        -------------------------------------

             At December 31, 2005 and 2004,  the  estimated  value of Morgan's
        assets in  liquidation  were  insufficient  to satisfy  its  estimated
        obligations.

Note 5. Income Taxes
        ------------

              No income  tax  benefit  has been  recorded  in the  accompanying
         financial statements as the realization of such losses, for income tax
         purposes,  is dependent  upon the  generation of future taxable income
         during the period when such losses would be deductible. Therefore, the
         recording  of  the  deferred  tax  asset  of  $1.5  million  would  be
         inconsistent with applicable accounting rules.

Note  6.  Segment Reporting
         ------------------

                  As the results of operations of the Morgan Group are currently
         being accounted for as discontinued operation and the Holding currently
         have limited operations there is no Segment Reporting.

 Note 7. Commitments and Contingencies
         -----------------------------

                  Holding has not  guaranteed  any of the  obligations of Morgan
         and it has no further commitment or obligation to fund any creditors.


Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

         Not Applicable.

Item 8A. Controls and Procedures.

        (a) Information required by Item 307

         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,   the  Company  carried  out  an  evaluation  of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  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 are  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's 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) Information required by Item 308(c)

         None


                                       13
<PAGE>


Item 8B. Other Information.

         None.

                                    PART III

Item 9.    Directors and Executive Officers of the Registrant.

         The  following  table sets forth the name,  business  address,  present
principal occupation,  employment history, positions, offices or employments for
the past five years and ages as of March 25, 2006 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.



Name                          Age                           Position
-----                       -------                     -------------------

Mario J. Gabelli              63            Chief Executive Officer and Director

Robert E. Dolan               54            Chief Financial Officer and Director

----------------------

       Mario J.  Gabelli has served as Chairman and Chief  Executive  Officer of
the Company since November 2001. With regard to Lynch  Interactive  Corporation,
he has served as its Chairman  since December 2004 (and also from September 1999
to December  2002) and as our Vice  Chairman from December 2002 to December 2004
and as Chief Executive Officer from September 1999 to November 2005. Mr. Gabelli
has also served as the  Chairman and Chief  Executive  Officer and a director of
Gabelli Asset Management Inc. and its  predecessors  since November 1976 (and in
connection with those responsibilities,  he serves as director or trustee and/or
an officer of registered investment companies managed by subsidiaries of Gabelli
Asset  Management).  Mr.  Gabelli  also serves as Chairman  and Chief  Executive
Officer of GGCP, Inc., a private investment  company.  Mr. Gabelli serves on the
Board of Advisors of Healthpoint  and Caymus  Partners LLC. Mr. Gabelli (i) is a
former  Governor  of the  AMEX;  and (ii)  serves  as an  Overseer  of  Columbia
University Graduate School of Business;  Trustee of Fairfield University,  Roger
Williams  University,  the Winston  Churchill  Foundation  and the E.L.  Wiegand
Foundation;  as a Director of the National Italian  American  Foundation and the
American-Italian  Cancer  Foundation;  and  as  the  Chairman  of  the  Patron's
Committee of Immaculate Conception School.

         Robert  E.  Dolan  has  served as our  Chief  Financial  Officer  since
November 2001. With regard to Lynch  Interactive  Corporation,  he has served as
Chief  Financial  Officer from September 1999 and Controller from September 1999
to January 2004. Mr. Dolan has also served Chief Financial  Officer  (1992-2000)
and Controller (1990-2000) of Lynch Corporation.

Compensation of Directors

         The Company does not  compensate  its  directors  at the present  time,
although  it may do so in the  future.  The  Company  does,  however,  indemnify
directors   pursuant  to  Delaware  law  and  may  reimburse  them  for  certain
out-of-pocket costs in connection with serving as directors.

Indemnification of Directors and Officers

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such  capacities.  The Company's  certificate of incorporation
provides  that its directors and officers  shall be  indemnified  to the fullest
extent  permitted by the Delaware law. The  certificate  of  incorporation  also
provides that the Company  shall,  to the fullest  extent  permitted by Delaware

                                       14
<PAGE>


law, as amended from time to time, indemnify and advance expenses to each of its
currently acting and former directors, officers, employees and agents.

         Delaware law provides  that a  corporation  may limit the  liability of
each director to the corporation or its stockholders for monetary damages except
for liability:

o   for any breach of the director's duty of loyalty to the corporation or its
    stockholders,

o   for acts or omissions not in good faith or that involve intentional
    misconduct or a knowing  violation  of law,

o   in  respect  of  certain  unlawful  dividend payments or stock redemptions
    or repurchases and

o   for any transaction which the director derives an improper personal benefit.

         The Company's certificate of incorporation provides for the elimination
and limitation of the personal  liability of its directors for monetary  damages
to the fullest extent permitted by Delaware law. In addition, the certificate of
incorporation  provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director,  then the liability of
our directors shall be eliminated or limited to the fullest extent  permitted by
Delaware  law, as amended.  The effect of this  provision  is to  eliminate  the
Company's rights and its stockholders rights,  through stockholders'  derivative
suits,  to  recover  monetary  damages  against  a  director  for  breach of the
fiduciary duty of care as a director,  except in the situations described above.
This  provision  does  not  limit  or  eliminate  the  Company's  rights  or its
stockholders'  rights  to seek  non-monetary  relief  such as an  injunction  or
rescission in the event of a breach of a director's duty of care.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended,  may be permitted  for its  directors,  officers,  and
controlling persons,  pursuant to the foregoing  provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission this sort of indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is therefore unenforceable.

         At present,  there is no pending litigation or proceeding involving any
of our directors,  officers,  employees or agents where  indemnification will be
required or permitted.

Item 10.   Executive Compensation.

         The Company has not paid any compensation to any person,  including its
directors and executive officers, in excess of $100,000 since January 1, 2002.

Item 11.  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  March  25,  2006  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            Percent of
Beneficial Owner                      Beneficially Owned      Ownership

Mario J. Gabelli                                  858,384(1)         28.1%

Robert E. Dolan                                       579(2)            **

Lynch Interactive Corporation                        235,294          9.7%

All directors and executive officers
as a group (2 in total)                              858,963         28.1%

-------------------


                                       15
<PAGE>




**       Less than 1%

(1)      Represents  283,090  shares  of  common  stock  owned  directly  by Mr.
         Gabelli,  340,000  shares owned by a limited  partnership  in which Mr.
         Gabelli is the general partner and has  approximately a .625% interest,
         and 235,294 shares owned by Lynch Interactive  Corporation (Mr. Gabelli
         is a "control  person" of Lynch  Interactive  Corporation and therefore
         shares  owned by Lynch  Interactive  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 Lynch
         Interactive Corporation, except for his interest therein.

(2)      Includes 70 shares  registered in the name of Mr. Dolan's children with
         respect  to which Mr.  Dolan has voting  and  investment  power and 109
         shares owned by Mr.  Dolan  through the Lynch  Interactive  Corporation
         401(k) Savings Plan.

Item 12.   Certain Relationships and Related Transactions.

         None. [Only since January 1, 2004.]


Item 13.   Exhibits.

Exhibit Number     Description

3.1                Certificate of Incorporation of the Company*

3.2                By-laws of the Company*

---------------
*  Incorporated  by  reference to the exhibits to the  Company's Registration
   Statement on Form S-1 (Registration No. 333-73996).

Item 14.   Principal Accountant Fees and Services.


         The  Company  did not  engage  an  independent  auditor  to  audit  its
financial  statements  for the year ended December 31, 2005 or December 31, 2004
and did not incur any audit fees, audit-related fees, tax fees or other fees.


                                       16
<PAGE>


                                   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
                                                  (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/ Mario J. Gabelli        Chief Executive Officer              March 31, 2006
--------------------     (Principal Executive Officer)
MARIO J. GABELLI                 and Director



/s/ Robert E. Dolan        Chief Financial Officer (Principal    March 31, 2006
-------------------        Financial and Accounting Officer)
ROBERT E. DOLAN            and Director