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                       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, 2009
                           -----------------
                                       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 [ ]


<PAGE>

As  of  February 26, 2010, the aggregate market value of the Registrant's voting
and  nonvoting  common  equity  held  by  non-affiliates  of  the Registrant was
approximately  $176,000,  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  February  26,  2010.

--------------------------------------------------------------------------------
================================================================================
                                        2
<PAGE>

                            MORGAN GROUP HOLDING CO.
                               TABLE OF CONTENTS
                                                                        Page No.

Item 1.    Business.                                                       4

Item 1A.   Risk Factors.                                                   4

Item 1B.   Unresolved Staff Comments.                                      4

Item 2.    Properties.                                                     4

Item 3.    Legal Proceedings.                                              4

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

Item 5.    Market For Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities              4-5

Item 6.    Selected Financial Data.                                        5

Item 7.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations.                                     5-6

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk.      6

Item 8.    Financial Statements and Supplementary Data.                    6-14

Item 9.    Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure.                                      14

Item 9A.   Controls and Procedures.                                        14-15

Item 9B.   Other Information.                                              15

Item 10.   Directors, Executive Officers and Corporate Governance.         15-17

Item 11.   Executive Compensation.                                         17

Item 12.   Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters.                               17-18

Item 13.   Certain Relationships and Related Transactions and Director
            Independence.                                                  18

Item 14.   Principal Accounting Fees and Services.                         18-19

Item 15.   Exhibits, Financial Statement Schedules.                        19

           Signatures                                                      20


                                        3
<PAGE>

                                     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  Corporation's ("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  court's  dismissal  of  the  proceeding,  and that proceeding is now
entirely  ended.  Morgan  received  no  value  for its equity ownership from the
bankruptcy  proceeding.

         We  are  continuing to evaluate all options available to the Company at
this  time.  One option is to make a further distribution of any remaining cash,
effectively  liquidating  the  Company.

         At  present  we  have  no  full  time  employees.


Item 1A. 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.


                                    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.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. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual  transactions.

                                        4
<PAGE>

                                                     High          Low
                                                     ----          ---

2009 Fiscal Year
----------------
First Quarter                                        $0.13         $0.085
Second Quarter                                       $0.14         $0.075
Third Quarter                                        $0.14         $0.131
Fourth Quarter                                       $0.131        $0.131

2008 Fiscal Year
----------------
First Quarter                                        $0.17         $0.125
Second Quarter                                       $0.165        $0.14
Third Quarter                                        $0.151        $0.145
Fourth Quarter                                       $0.151        $0.09


         As of February 26, 2010, 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.

         During  the  fiscal  year  ended December 31, 2009, the Company did not
sell  any unregistered securities, and 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.  Management's 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 upon 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,  2009,  the  Company's  only  assets consisted of
approximately  $377,000  in  cash  and  a capital loss carry forward of about $4
million  which  it expects will expire in 2013. The ability to utilize this loss
carry-forward  is  dependent on the Company's ability to generate a capital gain
prior  to  its  expiration.

         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.

         We  are  evaluating  all options available to the Company at this time.
One  option  is to make a further distribution of any remaining cash effectively
liquidating  the  company.

         Results of Operations

         For  the  year  ended  December  31,  2009,  the  Company  incurred
administrative  expenses  of $30,000 as compared to $37,000 in 2008, lower audit
fees  was  the  primary  cause  of  the  variance.

                                        5
<PAGE>

         Investment  income  was $900 during the year ended December 31, 2009 as
compared  to  $9,000  during  2008  respectively  as  a  result of the Company's
investment  in  a United States Treasury money market fund. Lower interest rates
were  the  primary  cause  of  the  decrease  in  2009.

         Liquidity and Capital Resources

         At December 31, 2009, we had approximately $377,000 in cash as compared
to  approximately  $405,000  at  December  31,  2008.

Recently Issued Accounting Pronouncements

         In  June  2009,  the  Financial  Accounting  Standards  Board  ("FASB")
designated  the  FASB  Accounting Standards Codification (the "Codification") as
the  source  of  authoritative  accounting  principles  to  be  applied  by
nongovernmental  entities  in  the  preparation  of  financial  statements  in
conformity  with  GAAP.  Concurrent  with this designation, the FASB also issued
guidance  on  the  framework for selecting the accounting principles used in the
preparation of financial statements. The Codification is a structure which takes
accounting  pronouncements  and  organizes them into approximately 90 accounting
topics.  In addition to the Codification, the rules and interpretive releases of
the Securities and Exchange Commission ("SEC") under federal securities laws are
considered  sources  of  authoritative  GAAP  for  SEC  registrants,  as  the
Codification  does not replace or affect guidance issued by the SEC or its staff
for  public  entities  in  their  filings with the SEC. Upon the adoption of the
Codification, all previously existing non-SEC accounting and reporting standards
are  superseded,  with  the exception of certain pronouncements grandfathered by
the  FASB.  Going  forward,  the  FASB  will  issue Accounting Standards Updates
("ASUs")  in  order  to  update the Codification, provide background information
about  new  guidance  and  describe  the bases for conclusions on changes to the
Codification.  The  Codification  and the guidance surrounding the framework for
selecting accounting principles is effective for financial statements issued for
interim  and annual periods ending after September 15, 2009. The Company adopted
the  Codification and associated guidance for the interim period ended September
30,  2009.  As  a  result,  previous  references to former GAAP in the financial
statements  have  been  eliminated  (with the exception of certain grandfathered
pronouncements),  and  the  financial  statement  disclosures  starting with the
interim period ended September 30, 2009 explain the accounting concepts utilized
rather  than specific GAAP references from the Codification. The adoption of the
Codification  and  associated guidance did not change the application of GAAP to
the  Company's  financial  statements.


Item 7A. Quantitive 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, 2009 and 2008

         Statements of Operations for the Years Ended
         December 31, 2009 and 2008

         Statements of Cash Flows for the Years Ended
         December 31, 2009 and 2008

         Statements of Shareholders' Equity for the Years Ended
         December 31, 2009 and 2008

         Notes to Financial Statements

                                        6
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Stockholders of
Morgan Group Holding Company
Rye, New York


We  have audited the accompanying balance sheets of Morgan Group Holding Company
(the  "Company")  as of December 31, 2009 and 2008 and the related statements of
operations,  stockholders' equity and cash flows for the years then ended. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audit  in  accordance  with  standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  to 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  audits  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  Company's  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  audit provides a reasonable basis for our
opinion.

In  our  opinion,  the  financial  statements  present  fairly,  in all material
respects,  the financial position of Morgan Group Holding Company as of December
31,  2009  and 2008 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
March 16, 2010

                                        7
<PAGE>

<TABLE>
<CAPTION>
                                   Morgan Group Holding Co.
                                       Balance Sheets



                                                                    December 31,
                                                          --------------------------------
                                                               2009              2008
                                                          --------------    --------------
<S>                                                       <C>               <C>
ASSETS
Current assets:
  Cash                                                    $      376,684    $      404,876
  Prepaid expenses                                                 7,000             7,500
                                                          --------------    --------------
    Total current assets                                         383,684           412,376
  Investment in Morgan Group, Inc.                                     -                 -
                                                          --------------    --------------
    Total assets                                          $      383,684    $      412,376
                                                          ==============    ==============

LIABILITIES                                               $            -    $            -

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                  30,553            30,553
 authorized, 3,055,345 outstanding
Additional paid-in-capital                                     5,611,447         5,611,447
 Accumulated deficit                                          (5,258,316)       (5,229,624)
                                                          --------------    --------------
    Total shareholders' equity                                   383,684           412,376
                                                          --------------    --------------
    Total liabilities and shareholders' equity            $      383,684    $      412,376
                                                          ==============    ==============
</TABLE>


See accompanying notes to financial statements

                                        8
<PAGE>

<TABLE>
<CAPTION>

                                   Morgan Group Holding Co.
                                   Statements of Operations




                                                               Year Ended December 31,
                                                          --------------------------------
                                                               2009              2008
                                                          --------------    --------------
<S>                                                       <C>               <C>
Revenues                                                  $            -    $            -

Administrative expenses                                          (29,556)          (36,747)
Other income - interest                                              864             8,877
                                                          --------------    --------------
  Net loss before income taxes                                   (28,692)          (27,870)
Income taxes                                                           -                 -
                                                          --------------    --------------
  Net loss                                               ($       28,692)  ($       27,870)
                                                          ==============    ==============

Loss per share, basic and diluted                        ($         0.01)  ($         0.01)
                                                          ==============    ==============

Shares outstanding, based and diluted                          3,055,345         3,055,345

</TABLE>


See accompanying notes to financial statements

                                        9
<PAGE>

<TABLE>
<CAPTION>


                                    Morgan Group Holding Co.
                                    Statements of Cash Flows




                                                               Year Ended December 31,
                                                          --------------------------------
                                                               2009              2008
                                                          --------------    --------------
<S>                                                       <C>               <C>
Cash Flows from Operating Activities
  Interest received                                       $          864    $        8,877
Cash paid to suppliers and employees                             (29,056)          (44,247)
                                                          --------------    --------------
  Net Cash Used In Operating Activities                          (28,192)          (35,370)
                                                          --------------    --------------

Cash Flows from Investing Activities                                   -                 -
                                                          --------------    --------------

Cash Flows from Financing Activities                                   -                 -
                                                          --------------    --------------
Net Decrease in Cash                                             (28,192)          (35,370)
Cash, Beginning of the Year                                      404,876           440,246
                                                          --------------    --------------
  Cash, End of the Year                                   $      376,684    $      404,876
                                                          ==============    ==============


Reconciliation of net loss to net cash used in
 operating activities:
    Net loss                                             ($       28,692)  ($       27,870)
    Change in assets:
      Decrease (increase) in prepaid expenses                        500            (7,500)
                                                          --------------    --------------
Net cash used in operating activities                    ($       28,192)  ($       35,370)
                                                          ==============    ==============
</TABLE>


See accompanying notes to financial statements

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                          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
                           -----------   -----------   -----------   -----------   ------------   ------------   -----------
<S>                                 <C>  <C>             <C>         <C>           <C>            <C>            <C>
Balance, December 31,
 2007                               -    $        -      3,055,345   $    30,553   $  5,611,447   ($ 5,201,754)  $   440,246

Net loss for year ended
 December 31, 2008                  -             -              -             -              -        (27,870)      (27,870)
                           -----------   -----------   -----------   -----------   ------------   ------------   -----------
Balance, December 31,
 2008                               -             -      3,055,345        30,553      5,611,447     (5,229,624)      412,376

Net loss for year ended
 December 31, 2009                  -             -              -             -              -        (28,692)      (28,692)
                           -----------   -----------   -----------   -----------   ------------   ------------   -----------
Balance, December 31,
 2009                               -    $        -      3,055,345   $    30,553   $  5,611,447   ($ 5,258,316)  $   383,684
                           ===========   ===========   ===========   ===========   ============   ============   ===========
</TABLE>


See accompanying notes to financial statements

                                       11
<PAGE>

                            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,
formerly  Lynch  Interactive  Corporation")  to  serve,  among  other  business
purposes,  as  a  holding  company for LICT's controlling interest in The Morgan
Group,  Inc.  ("Morgan").  On  December 18, 2001, LICT'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, LICT
spun  off  2,820,051  shares  of  Holding  common  stock  through  a  pro  rata
distribution  ("Spin-Off")  to its stockholders. LICT retained 235,294 shares of
Holding  common  stock  to  be  distributed  in  connection  with  the potential
conversion  of  a  convertible  note that had been issued by LICT. Such note was
repurchased  by  LICT  in  2002  and  LICT  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.

         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.

         Management believed that it was unlikely that the Company would realize
any  value  from  its  equity  ownership  in Morgan and, given the fact that the
Company  had no obligation or intention to fund any of Morgan's liabilities, its
investment  in  Morgan  was  believed  to  have  no value after its liquidation.
Because the liquidation of Morgan was under the control of the bankruptcy court,
the  Company  believed  it  had relinquished control of Morgan and, accordingly,
deconsolidated  its ownership interest Morgan in its financial statements during
2002.  On  March  31,  2008,  the  bankruptcy  proceeding  was concluded and the
bankruptcy  court  dismissed  the  proceeding.  Morgan 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,  2009  and  2008  all  cash and cash equivalents were
invested in a United States Treasury money market fund, of which an affiliate of
the  Company  serves  as  the  investment  manager.

Earnings per Share

         Net (loss) income per common share ("EPS") is computed using the number
of  common  shares  issued  in  connection  with  the  Spin-Off.

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.

                                       12
<PAGE>

Subsequent Events

         The  Company  evaluates events and transactions occurring subsequent to
the  date  of  the  financial  statements  for  matters requiring recognition or
disclosure  in  the  financial statements. The accompanying financial statements
consider  events  through  March  16,  2010.

Recently Issued Accounting Pronouncements

         In  June  2009,  the  Financial  Accounting  Standards  Board  ("FASB")
designated  the  FASB  Accounting Standards Codification (the "Codification") as
the  source  of  authoritative  accounting  principles  to  be  applied  by
nongovernmental  entities  in  the  preparation  of  financial  statements  in
conformity  with  GAAP.  Concurrent  with this designation, the FASB also issued
guidance  on  the  framework for selecting the accounting principles used in the
preparation of financial statements. The Codification is a structure which takes
accounting  pronouncements  and  organizes them into approximately 90 accounting
topics.  In addition to the Codification, the rules and interpretive releases of
the Securities and Exchange Commission ("SEC") under federal securities laws are
considered  sources  of  authoritative  GAAP  for  SEC  registrants,  as  the
Codification  does not replace or affect guidance issued by the SEC or its staff
for  public  entities  in  their  filings with the SEC. Upon the adoption of the
Codification, all previously existing non-SEC accounting and reporting standards
are  superseded,  with  the exception of certain pronouncements grandfathered by
the  FASB.  Going  forward,  the  FASB  will  issue Accounting Standards Updates
("ASUs")  in  order  to  update the Codification, provide background information
about  new  guidance  and  describe  the bases for conclusions on changes to the
Codification.  The  Codification  and the guidance surrounding the framework for
selecting accounting principles is effective for financial statements issued for
interim  and annual periods ending after September 15, 2009. The Company adopted
the  Codification and associated guidance for the interim period ended September
30,  2009.  As  a  result,  previous  references to former GAAP in the financial
statements  have  been  eliminated  (with the exception of certain grandfathered
pronouncements),  and  the  financial  statement  disclosures  starting with the
interim period ended September 30, 2009 explain the accounting concepts utilized
rather  than specific GAAP references from the Codification. The adoption of the
Codification  and  associated guidance did not change the application of GAAP to
the  Company's  financial  statements.


Note 2.  Investment in Morgan Group, Inc.
         -------------------------------

         Upon  Morgan's  bankruptcy  filing,  the Company has deconsolidated its
investment,  as the Company believes it no longer has controlling or significant
influence.  At  December  31,  2007,  the  estimated value of Morgan's 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.


Note 3.  Income Taxes
         ------------

         The  Company  is  a  "C"  corporation for Federal tax purposes, and has
provided  for  deferred  income  taxes  for  temporary  differences  between the
financial  statement and tax bases of its assets and liabilities. As of December
31,  2009 and 2008, the Company has an unused net operating loss carryforward of
$41,062 and $29,886 available for use on its future corporate income tax returns
which will expire during the years 2020 through 2029. The Company has recorded a
full  valuation  allowance  against its deferred tax asset of approximately $1.7
million  arising from its temporary basis differences and tax loss carryforward,
as  its  realization  is  dependent upon the generation of future taxable income
during  the  period  when  such  losses  would  be  deductible.

                                       13
<PAGE>

         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.

         Cumulative  temporary  differences at December 31, 2009 and 2008 are as
follows:

                                                      December 31,
                                              ---------------------------
                                                  2009           2008
                                              ------------   ------------
   Deferred tax assets:
     Temporary basis difference               $  1,673,987   $  1,673,987
     Net operating losses                           41,062         29,886
                                              ------------   ------------
                                                 1,715,049      1,703,873
   Valuation allowance                          (1,715,049)    (1,703,873)
                                              ------------   ------------
                                              $          -   $          -
                                              ============   ============


Income tax provision for the years ended December 31, 2009 and 2008 is comprised
of:

                                                      December 31,
                                              ---------------------------
                                                  2009           2008
                                              ------------   ------------
   Current income tax benefit                 $          -   $          -
   Deferred income tax benefit                     (11,175)       (10,855)
   Change in valuation allowance                    11,175         10,855
                                              ------------   ------------
     Income tax benefit                       $          -   $          -
                                              ============   ============

The  reconciliation  of  the  provision  for  income  taxes  for the years ended
December  31,  2009  and 2008, and the amount computed by applying the statutory
federal  income  tax  rate  to  net  loss  is  as  follows:

                                                      December 31,
                                              ---------------------------
                                                  2009           2008
                                              ------------   ------------
   Tax benefit at statutory rate              $      9,755   $      9,476
   State taxes, net of federal expense               1,420          1,379
   Change of valuation allowance                   (11,175)       (10,855)
                                              ------------   ------------
                                              $          -   $          -
                                              ============   ============

Note 4.  Commitments and Contingencies
         -----------------------------

         From  time  to  time the Company may be subject to certain asserted and
unasserted  claims.  It  is  the  Company's  belief that the resolution of these
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.


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, 2009. 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.

                                       14
<PAGE>

         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) Management's Annual Report on Internal Control of Financial
             -----------------------------------------------------------
             Reporting.
             ---------

         The  Company's  management  is  responsible  for  establishing  and
maintaining  an adequate system of internal control over financial reporting, as
defined  in  the  Rule  13a-15(f)  of  the  Securities  Exchange Act of 1934, as
amended.  Management  conducted  an assessment of the Company's 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, 2009, the Company's 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.  Management's  report  was not subject to attestation by a registered
public  accounting  firm  pursuant  to  temporary  rules  of  the Securities and
Exchange Commission that permits the Company to provide only management's report
in  this  annual  report.

         (c) Changes in Internal Control over Financial Reporting
             ----------------------------------------------------

         There  was no significant change in the Company's internal control over
financial  reporting  that  occurred  during  the most recently completed fiscal
quarter  that materially affected, or is reasonably likely to materially affect,
the  Company's  internal  control  over  financial  reporting.


Item 9B. Other Information.

         None.


                                    PART III
                                    --------

Item 10. Directors, Executive Officers and Corporate Governance.

         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 February 27, 2009 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                 67        Chief Executive Officer and Director
Robert E. Dolan                  58        Chief Financial Officer and Director

______________________

                                       15
<PAGE>

         Mario  J. Gabelli has served as Chairman and Chief Executive Officer of
the  Company  since  November 2001. Mr. Gabelli has also served as the Chairman,
Chief  Executive Officer and Chief Investment Officer -Value Portfolios of GAMCO
Investors  Inc.  ("GAMCO"),  a  publicly  traded company in the asset management
business,  since  November  1976. He serves as director or trustee of registered
investment  companies managed by GAMCO and its affiliates ("Gabelli Funds"). Mr.
Gabelli  also  has  been a portfolio manager of Teton Advisors, Inc., a publicly
traded  company  in the asset management business since 1993. Teton was spun-off
from  GAMCO  on  March  2009.  Mr.  Gabelli  has also served as Chairman of LICT
Corporation  (formerly known as Lynch Interactive Corporation), a public company
engaged  in  multimedia  and  other  services since December 2004 (and also from
September  1999  to  December  2002),  as  Vice  Chairman  from December 2002 to
December  2004  and  as  Chief Executive Officer from September 1999 to November
2005.  Mr.  Gabelli has served as a director of CIBL, Inc. from November 2007, a
private  company with operations in cable television, broadcasting, and wireless
communications.  In  addition,  Mr.  Gabelli  is  the Chief Executive Officer, a
director  and the controlling shareholder of GGCP, Inc., a private company which
owns  a  majority  of GAMCO's Class B Stock, and the Chairman of MJG Associates,
Inc.,  which  acts as a investment manager of various investment funds and other
accounts.  Mr.  Gabelli  is  also  the  Chief Executive Officer of Greenwich PMV
Acquisition Corp., a blank check company formed for the purpose of acquiring one
or  more operating businesses or assets for which GGCP, Inc. is the sponsor, and
the  Chairman  of  the  Gabelli  Entertainment  & Telecommunications Acquisition
Corp.,  a  blank  check  company formed for the purpose of acquiring one or more
operating  businesses  or assets in the media, entertainment, telecommunications
or  regulated utilities industries for which the Company is the sponsor. He also
serves  as  an  Overseer of the Columbia University Graduate School of Business;
Trustee  of  Boston  College,  Roger  Williams  University and Winston Churchill
Foundation;  Director  of  the  National  Italian  American  Foundation,  The
American-Italian Cancer Foundation, The Foundation for Italian Art & Culture and
the  Mentor/National Mentoring Partnership; and Chairman, Patron's Committee for
the Immaculate Conception School. He is also Chairman of the Gabelli Foundation,
Inc.

         Robert  E.  Dolan  has  served  as  our  Chief  Financial Officer since
November  2001.  Mr. Dolan is also the Interim Chief Executive Officer and Chief
Financial  Officer  of  LICT  Corporation,  and  has served as its Interim Chief
Executive  Officer from May 1, 2006, Chief Financial Officer from September 1999
and  Controller from September 1999 to January 2004. In addition, Mr. Dolan was,
until September 14, 2009 is the Assistant Secretary and director of Sunshine PCS
Corporation,  a public holding company, and has served in these capacities since
November  2000. Also from November 17, 2007, Mr. Dolan is also 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 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  on  any  operations,  it  is  necessary  or  appropriate to adopt a formal
corporate  code  of ethics. If it determined that such a code would be necessary
or  appropriate,  it will then consider establishing, over the next year, a code
of  ethics  to  deter wrongdoing and promote honest and ethical conduct; provide
full,  fair,  accurate,  timely and understandable disclosure in public reports;
comply  with  applicable  laws;  ensure  prompt  internal  reporting  of  code
violations;  and  provide  accountability  for  adherence  to  the  code.

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.

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 Delaware law. The certificate of incorporation also provides
that  the  Company  shall, to the fullest extent permitted by PersonNameDelaware
law, as amended from time to time, indemnify and advance expenses to each of its
currently  acting  and  former  directors,  officers,  employees  and  agents.

                                       16
<PAGE>

         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:

-        for any breach of the director's duty of loyalty to the corporation or
         its stockholders,
-        for  acts  or  omissions  not  in  good  faith or that involve
         intentional misconduct or a knowing violation of law,
-        in respect of certain unlawful dividend payments or stock redemptions
         or repurchases and
-        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 PersonNameDelaware law. In addition, the
certificate  of incorporation provides that if PersonNameDelaware 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 PersonNameDelaware 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.

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  2009.


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  26,  2010  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.

                                       17
<PAGE>

                                  Number of Shares
                                   of Common Stock
Beneficial Owner                Beneficially Owned         Percent of Ownership
----------------                ------------------         --------------------

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

LICT Corporation                          235,294                          7.7%

T. Baulch                                 300,000(2)                       9.8%

Jay Gottlieb                              252,360(3)                       8.3%

Walter P. Carucci, Uncle
 Mills Partners and
 Bernard Zimmerman &
 Company, Inc.                            202,339(4)                       6.6%

Robert E. Dolan                               579(5)                         **

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

         ___________________

**       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 .5% 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.
(2)      Based solely  on a Schedule 13G filed by T. Baulch Gottlieb filed as of
         February  3,  2010,  includes  106,427 held of record by the wife of T.
         Baulch.
(3)      Based solely  on  a  Schedule  13G  filed  by  Jay Gottlieb filed as of
         February  11,  2010.
(4)      Based solely  on  a  combined  Schedule 13G filed by Walter P. Carucci,
         Uncle  Mills  Partners,  Carr  Securities  Corporation,  and  Bernard
         Zimmerman  &  Company, Inc. filed as of February 9, 2010 reflecting the
         following share ownership: Walter P. Carucci - 87,739 shares (including
         10,000  shares  owned  by  Uncle Mills Partners and 6,526 owned by Carr
         Securities  Corporation);  Uncle  Mills  Partners  -  10,000;  a  Carr
         Securities  Corporation  -  6,526;  and  Bernard  Zimmerman & Company -
         114,600  shares.
(5)      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 LICT Corporation 401(k) Savings
         Plan.


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 Company's financial statements for 2009 and 2008
were  $14,000  and  $15,000, respectively. For 2009 and 2008, Daszkal Bolton LLP
billed the Company an aggregate of $10,500 and $12,000, respectively for reviews
of  the  financial  statements  included  in  its  quarterly  Form  10-Q.

                                       18
<PAGE>

Audit-Related Fees

     No  audit-related  fees were billed by Daszkal Bolton LLP for 2009 or 2008.

Tax Fees

     No  tax  fees  were  billed  by  Daszkal  Bolton  LLP  for  2009  or  2008.

All Other Fees

     No  other  fees  were  billed  by  Daszkal  Bolton LLP for 2009 or 2008 for
services  other  than  as  set  forth  above.


                                    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 Company's Registration
         Statement  on  Form  S-1  (Registration  No.  333-73996).


                                       19
<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.


Dated: March 16, 2010                      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 16, 2010
--------------------        (Principal Executive Officer)
MARIO J. GABELLI            and Director


/s/ Robert E. Dolan         Chief Financial Officer            March 16, 2010
-------------------         (Principal Financial and
ROBERT E. DOLAN             Accounting Officer) and
                            Director



                                       20