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



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
                                   -----------

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

For the quarterly period ended September 30, 2007
                               ------------------

                                       Or

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

For the transition period from ___________ to ___________

Commission File No.    333-73996
                       ---------

                            MORGAN GROUP HOLDING CO.
                            ------------------------
       (Exact name of small business issuing as specified in its charter)

           Delaware                                       13-4196940
--------------------------------------------------------------------------------
(State or other jurisdiction of                           (IRS Employer
Incorporation of organization)                            Identification Number)

401 Theodore Fremd Avenue, Rye, New York                  10580
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 (914) 921-1877
--------------------------------------------------------------------------------
                 Insurer's telephone number, including area code

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes ( X )  No (   )

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date.

           Class                                 Outstanding at November 6, 2007
           -----                                 -------------------------------
Common Stock, $.01 par value                               3,055,345


Transitional Small Business Disclosure Format (Check One):  Yes (   )  No ( X )


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

                                      - 1 -




PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements and Supplementary Data.

Financial Statements Unaudited

           Balance Sheets as of
           September 30, 2007, December 31, 2006 and September 30, 2006

           Statements of Operations for the
           Three and Nine Months Ended September 30, 2007 and 2006

           Statements of Cash Flows for the
           Nine Months Ended September 30, 2007 and 2006

           Notes to Financial
           Statements as of September 30, 2007



                                     - 2 -






                            Morgan Group Holding Co.
                                 Balance Sheets
                                   (Unaudited)
                             (Dollars in thousands)

                                                          September 30,       December 31,    September 30,
                                                       ----------------------------------------------------
                                                              2007                2006            2006
                                                       ----------------------------------------------------
                                                                                          
ASSETS
Current assets:
Cash and cash equivalents                                      $436                $423               $420
                                                       ----------------------------------------------------
   Total curent assets                                          436                 423                420
Net assets of The Morgan Group, Inc.                             --                 - -                 --
                                                       ----------------------------------------------------
   Total assets                                                $436                $423               $420
                                                       ====================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued Liabilities                                            $ --                 $--                 $1
                                                       ----------------------------------------------------
    Total current liabilities                                    --                  --                  1
                                                       ----------------------------------------------------

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                 30
Additional paid-in-capital                                    5,612               5,612              5,612
Accumulated deficit                                         (5,206)             (5,219)            (5,223)
                                                       ----------------------------------------------------
    Shareholders equity                                         436                 423                419
                                                       ----------------------------------------------------
   Total liabilities and shareholders' equity                  $436                $423               $420
                                                       ====================================================

See accompanying notes to financial statements


                                      - 3 -






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


                                             Three Months Ended                  Nine Months Ended
                                                September 30,                      September 30,
                                      -----------------------------------------------------------------
                                           2007              2006             2007              2006
                                      -----------------------------------------------------------------
                                                                                     
Administrative expenses                    $(--)              $(2)             $(2)              $(3)
Investment income                              5                 6               15                14
                                      -----------------------------------------------------------------
Net profit                                    $5                $4              $13               $11
                                      =================================================================

Basic and diluted net loss per share       $0.00             $0.00            $0.00             $0.00

Weighted average shares outstanding        3,055             3,055            3,055             3,055

See accompanying notes to financial statements


                                      - 4 -




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

                                                              Nine Months Ended
                                                            --------------------
                                                                September 30,
                                                            --------------------
                                                               2007        2006
                                                            --------------------
Operating activities:
   Net profit                                                   $13         $11
   Adjustments to reconcile net profit to cash provided by
   operating activities:
       Increase in accrued liabilities                           --           1
                                                            --------------------
        Net cash provided by operating activities                13          12
                                                            --------------------
       Net change in cash and equivalents                        13          12
Cash and cash equivalents at beginning of period                423         408
                                                            --------------------
   Cash and cash equivalents at end of period                 $ 436        $420
                                                            ====================

  See accompanying notes to financial statements



                                      - 5 -




                            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"),  now known as LICT Corporation, 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 the  Company's  common stock
         through  a pro  rata  distribution  ("Spin-Off")  to its  stockholders.
         Interactive retained 235,294 shares of the Company's 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  balance sheet, the assets and liabilities
         of  Morgan  have  been  reflected  as one  line.  Holding's  management
         currently  believes  that it is very unlikely that Holding will realize
         any value from its equity ownership in Morgan. Furthermore, Holding has
         no  obligation  or  intention  to  fund  any of  Morgan's  liabilities;
         therefore, Holding's 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,  Holding 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.

         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.

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted in the United  States for interim  financial  information  and
         with  the  instructions  to  Form  10-QSB  and  Articles  10  and 11 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by accounting  principles  generally accepted in
         the United States for complete financial statements.  In the opinion of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary  for a  fair  presentation  have  been  included.
         Operating  results for the six months ended  September 30, 2007 are not
         necessarily indicative of the results that may be expected for the year
         ending  December 31, 2007 The  preparation  of  consolidated  financial
         statements in conformity with accounting  principles generally accepted
         in  the  United  States  requires  management  to  make  estimates  and
         assumptions   that  affect  the  amounts   reported  in  the  financial
         statements  and  accompanying  notes.  Actual results could differ from
         these estimates.

         Recently Issued Accounting Pronouncements

         In June 2006, the Financial  Accounting  Standards  Board (FASB) issued
         FASB Interpretation  (FIN) No. 48, Accounting for Uncertainty in Income
         Taxes, which supplements Statement of Financial Accounting Standard No.
         109, Accounting for Income Taxes, by defining the confidence level that
         a tax position  must meet in order to be  recognized  in the  financial
         statements.  FIN  48  requires  the  tax  effect  of a  position  to be
         recognized only if it is  "more-likely-than-not"  to be sustained based
         solely on its  technical  merits  as of the  reporting  date.  If a tax
         position is not considered  more-likely-than-not  to be sustained based
         solely  on its  technical  merits,  no  benefits  of the  position  are
         recognized.  This is a  different  standard  for  recognition  than was
         previously required. The  more-likely-than-not  threshold must continue
         to be met in each reporting period to support continued  recognition of

                                      - 6 -




         a  benefit.   At  adoption,   companies  must  adjust  their  financial
         statements   to   reflect   only   those   tax   positions   that   are
         more-likely-than-not  to be  sustained  as of the  adoption  date.  Any
         necessary  adjustment is recorded directly to opening retained earnings
         in the  period of  adoption  and  reported  as a change  in  accounting
         principle.  The  adoption  of the  provisions  of FIN 48 did not have a
         material effect on the Company's financial statements.

Note 2.  Net assets of Morgan Group
         --------------------------

         At September 30, 2007,  December 31, 2006,  and September 30, 2006, the
         estimated value of Morgan's  assets in liquidation was  insufficient to
         satisfy its estimated obligations.

Note 3.  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 4.  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.

Note 5.  Financial Statements not reviewed by Independent Public Accountants
         -------------------------------------------------------------------

         On May 2, 2003, the  client-auditor  relationship  between  Holding and
         Ernst  &  Young  LLP  ceased.  As a  result,  these  interim  financial
         statements have not been reviewed by independent public accountants.



                                      - 7 -




ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


Overview

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 carrying 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.

The  Company  currently  has no  operating  businesses.  Its only  costs are the
administrative  expenses  required  to make the  regulatory  filings  needed  to
maintain its public status.  These costs are estimated at $10,000 to $20,000 per
year. Currently, the Company has not retained an independent auditor or incurred
other accounting and administrative fees, and therefore its expenses in 2007 and
2006 are well below this estimate.

Results of Operations

For the Three Months ended  September  30, 2007 and 2006,  the Company  incurred
administration   expenses  of  under  $500  and  about   $2,000,   respectively.
Administrative  expenses are lower than expected due to the Company's  inability
to retain an independent  auditor. For the Nine Months ended September 30, 2007,
the  Company  incurred  about  $3,000 of  expenses.  For the Nine  Months  ended
September 30, 2006, the Company incurred about $2,000 in expense.

Investment income was about $5,000 in the Three Months ended September 30, 2007,
compared to $6,000 in the Three Months ended June 30,  2006.  Investment  income
was about  $15,000 in the Nine Months  ended  September  30,  2007,  compared to
$14,000 in the Nine Months ended  September  30,  2006.  The changes in interest
rates on the Company's investments in a United States Treasury money market fund
caused variance.

Liquidity and Capital Resources

As of September  30, 2007,  the Company's  only assets  consisted of $436,000 in
cash and a capital loss carry  forward of about $4 million which it expects will
expire in 2012.  The ability to utilize  this carry  forward is dependent on the
Company's ability to generate a capital gain prior to its expiration.


Off Balance Sheet Arrangements

None.

Quantitative and Qualitative Analysis of Market Risk


The  Company  is  minimally  exposed to  changes  in market  risk  because as of
September 30, 2007 the Company has no market sensitive assets or liabilities.

Recently Issued Accounting Pronouncements

In June 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation  (FIN) No. 48, Accounting for Uncertainty in Income Taxes,  which
supplements  Statement of Financial  Accounting Standard No. 109, Accounting for
Income Taxes, by defining the confidence  level that a tax position must meet in
order to be  recognized  in the  financial  statements.  FIN 48 requires the tax
effect of a position to be recognized only if it is "more-likely-than-not" to be
sustained  based solely on its technical  merits as of the reporting  date. If a
tax position is not considered more-likely-than-not to be sustained based solely
on its technical merits,  no benefits of the position are recognized.  This is a
different   standard  for  recognition   than  was  previously   required.   The
more-likely-than-not  threshold must continue to be met in each reporting period
to support  continued  recognition  of a benefit.  At adoption,  companies  must
adjust their  financial  statements to reflect only those tax positions that are
more-likely-than-not  to be  sustained as of the adoption  date.  Any  necessary
adjustment is recorded  directly to opening  retained  earnings in the period of
adoption and reported as a change in accounting  principle.  The adoption of the
provisions of FIN 48 did not have a material  effect on the Company's  financial
statements.


                                      - 8 -




Item 4.  Controls and Procedures


As a result of the  Bankruptcy,  Morgan's  corporate,  financial and  accounting
staff has been substantially reduced, thereby impairing the ability of Morgan to
maintain internal controls and adequate disclosure  controls and procedures.  On
November  12,  2002,  Morgan  filed a Form 15 with the  Securities  and Exchange
Commission  to terminate  its  registration  under Section 12(g) of the Exchange
Act. Given the current status of Morgan, neither the chief executive officer nor
the  chief  financial   officer  of  Holding  has  been  able  to  evaluate  the
effectiveness of the disclosure controls and procedures of Morgan.





                                      - 9 -




Forward Looking Discussion
--------------------------

This report contains  several  forward-looking  statements Such  forward-looking
statements  are subject to a number of material  factors,  which could cause the
statements or projections  contained therein to be materially  inaccurate.  Such
factors  include  the  estimated  administrative  expenses  of the  Company on a
going-forward basis.






                                     - 10 -




PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)    None.





                                     - 11 -




                                   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

November 8, 2007




                                     - 12 -