XBRL Rendering Preview
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Feb. 26, 2019
Jun. 30, 2018
Document and Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2018    
Entity Registrant Name MORGAN GROUP HOLDING CO    
Entity Central Index Key 0001162283    
Current Fiscal Year End Date --12-31    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2018    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Shell Company true    
Entity Emerging Growth Company false    
Entity Common Stock, Shares Outstanding   4,859,055  
Entity Public Float     $ 297,000
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Balance Sheets - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 129,635 $ 17,273
Prepaid expenses 7,454 329
Total current assets 137,089 17,602
Total assets 137,089 17,602
Current liabilities:    
Accounts payable 222 4,995
Total current liabilities 222 4,995
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY    
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding
Common Stock, $0.01 par value, 10,000,000 shares authorized, 4,859,055 and 3,359,055 issued and outstanding at December 31, 2018 and 2017, respectively 48,591 33,591
Additional paid-in-capital 5,937,368 5,772,368
Accumulated deficit (5,849,092) (5,793,352)
Total shareholders' equity 136,867 12,602
Total liabilities and shareholders' equity $ 137,089 $ 17,602
Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 10,000,000 10,000,000
Common Stock, shares issued 4,859,055 3,359,055
Common stock, shares outstanding 4,859,055 3,359,055
Statements of Operations - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]    
Revenues
Administrative expenses (57,808) (55,118)
Other income:    
Interest income 2,068 216
Net loss before income taxes (55,740) (54,902)
Income taxes
Net loss $ (55,740) $ (54,902)
Loss per share, basic and diluted $ (0.01) $ (0.02)
Average shares outstanding, basic and diluted 4,538,507 3,359,055
Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities    
Interest received $ 2,068 $ 216
Cash paid to suppliers (69,706) (47,404)
Net cash used in operating activities (67,638) (47,188)
Cash flows from investing activities
Cash flows from financing activities    
Issuance of common stock 180,000
Net cash provided by financing activities 180,000
Net increase (decrease) in cash and cash equivalents 112,362 (47,188)
Cash and cash equivalents, beginning of the year 17,273 64,661
Cash and cash equivalents, end of the year 129,635 17,273
Reconciliation of net loss to net cash used in operating activities:    
Net loss (55,740) (54,902)
(Decrease) increase in accounts payable (4,773) 4,145
(Increase) decrease in prepaid expenses (7,125) 3,569
Net cash used in operating activities $ (67,638) $ (47,188)
Statements of Shareholders' Equity - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2016 $ 33,591 $ 5,772,368 $ (5,738,450) $ 67,509
Balance, shares at Dec. 31, 2016 3,359,055      
Net loss (54,902) (54,902)
Balance at Dec. 31, 2017 $ 33,591 5,772,368 (5,793,352) 12,602
Balance, shares at Dec. 31, 2017 3,359,055      
Issuance of common stock $ 15,000 165,000 180,000
Issuance of common stock, shares 1,500,000      
Net loss (55,740) (55,740)
Balance at Dec. 31, 2018 $ 48,591 $ 5,937,368 $ (5,849,092) $ 136,867
Balance, shares at Dec. 31, 2018 4,859,055      
Basis of Presentation and Significant Accounting Principles
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Principles
Note 1.         Basis of Presentation and Significant Accounting Principles
 
Basis of Presentation
 
Morgan Group Holding Co. (“Company”) was incorporated in November 2001 as a wholly-owned subsidiary of LICT Corporation (“LICT”) to serve, among other business purposes, as a holding company for LICT’s controlling interest in The Morgan Group, Inc. (“Morgan”). On January 24, 2002, LICT spun off 2,820,051 shares of the Company’s common stock through a pro rata distribution (“Spin-Off”) to its stockholders and retained 235,294 shares.
 
On October 3, 2002, Morgan ceased its operations when its liability insurance expired, and it was unable to secure replacement insurance. On October 18, 2002, Morgan and two of its operating subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Indiana, South Bend Division for the purpose of conducting an orderly liquidation of Morgan’s assets. On March 31, 2008, and the bankruptcy court dismissed the proceeding and it was entirely concluded at that time. The Company received no value for its equity ownership from the bankruptcy proceeding.
 
Significant Accounting Principles
 
Cash and Cash Equivalents
 
All highly liquid investments with maturity of three months or less when purchased are considered to be cash equivalents. The carrying value of a cash equivalent approximates its fair value based on its nature.
 
At December 31, 2018 and 2017 all cash and cash equivalents were invested in a United States Treasury money market fund, for which an affiliate of the Company serves as the investment manager.
 
Stock Based Compensation
 
During 2012, the Company issued stock options and warrants to two of the Company’s officers, see Note 6. The Company uses a fair value-based method of accounting for stock-based compensation provided to our employees. The estimated fair value of option awards on the grant date is determined using the Black Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life of the option, the risk-free interest rate at the date of grant and the volatility of the underlying common stock. There may be other factors that are not considered in the Black Scholes model, but which may have an effect on the value of the options as well. The effects of changing any of the assumptions or factors employed by the Black Scholes model may result in a significantly different valuation for the options. No options or warrants were granted during the years ended December 31, 2018 and 2017. The Company currently has no full-time employees.
 
Earnings per share
 
Basic earnings per share is based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share is based on basic shares plus the incremental shares that would be issued upon the assumed exercise of in-the-money stock options and unvested restricted stock using the treasury stock method, if dilutive.
 
Use of Estimates
     
    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
12 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
Note 2.        Fair Value of Financial Instruments
 
The Company measures fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal market on the measurement date. The hierarchy established by the FASB prioritizes fair value measurements based on the types of inputs used in the valuation technique. The inputs are categorized into the following levels:
 
 

Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities.

 
 

Level 2 – Inputs other than quoted prices that are observable, either directly or indirectly, for identical or similar assets and liabilities in active or non-active markets; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liability.

 
 

Level 3 – Unobservable inputs not corroborated by market data, therefore requiring the entity to use the best available information, including management assumptions.

 
At December 31, 2018 and 2017, the Company’s cash equivalents include money market securities. These securities are valued utilizing quoted market prices from identical instruments and are categorized in Level 1 of the fair value hierarchy.
 
At December 31, 2018 and 2017, there were no gross unrealized gains or losses.
Investment in Morgan Group, Inc.
12 Months Ended
Dec. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Morgan Group, Inc
Note 3. Investment in Morgan Group, Inc.
 
Upon Morgan’s bankruptcy filing, the Company deconsolidated its investment, as the Company believes it no longer had controlling or significant influence. At December 31, 2007, the estimated value of 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.
Income Taxes
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
Note 4. Income Taxes
 
Deferred income taxes are determined based upon differences between financial reporting and income tax bases of assets and liabilities and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes any interest and penalties to unrecognized tax benefits as a component of income tax expense.
 
No federal current or deferred income taxes were recorded for the years ended December 31, 2018 and 2017, as the Company's income tax benefits were fully offset by a corresponding increase to the valuation allowance against its net deferred income tax assets.
 
The Tax Reform Act of 1986 limits the annual utilization of net operating loss and tax credit carry forwards, following an ownership change of the Company. Note that as a result of the Company's equity financings in recent years, the Company underwent changes in ownership for purposes of the Tax Reform Act. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company's net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three-year period.
  
At December 31, 2018 and 2017, the Company had federal and state net current operating loss carry forwards of $641,000 and $582,000, respectively, available to offset future taxable income. The current net operating loss carry forwards for Federal income tax purposes will expire in varying amounts beginning 2023 through 2036. At December 31, 2018 and 2017, the Company had federal capital loss carry forwards of approximately $2,000 available to offset future taxable gains.

 

The components of income tax provision (benefit) are as follows:

December 31,
      2018       2017
Current income taxes:
Federal $-- $--
State -- --
Total current income taxes -- --
Deferred income taxes (12,030) 63,679
Change in valuation allowance 12,030 (63.679)
Provision (benefit) for income taxes $-- $--

                Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred income taxes are as follows:

December 31,
      2018       2017
Current deferred income tax assets $-- $--
 
Noncurrent deferred income tax assets:
Net operating loss carryover difference 167,441 154,892
Stock option compensation 28,602 29,121
196,043 184,013
Valuation allowance (196,043) (184,013)
$-- $--

               

Due to uncertainty surrounding realization of the deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred tax assets. If it is determined in the future that it is more likely than not that the deferred income tax assets are realizable, the valuation allowance will be reduced.

 

The reconciliation of the provision for income taxes for the years ended December 31, 2018 and 2017, and the amount computed by applying the U. S, Federal statutory income tax rate to net loss is as follows:


December 31,
2018 2017
Tax provision (benefit) at statutory rate       ($11,705)       ($17,777)
State taxes, net of federal effect (2,862) (2,450)
Change in Federal income tax rates -- 83,906
Change in state income tax rates 2,537 --
Change of valuation allowance 12,014 (63,679)
Effective income provision (benefit) $-- $--
Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 5.       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 any such matters will not have a material adverse effect on its financial position.
  
The Company has not guaranteed any of the obligations of Morgan and believes it currently has no commitment or obligation to fund any creditors.
Shareholders Equity and Stock Options and Warrants
12 Months Ended
Dec. 31, 2018
Stockholders' Equity Note [Abstract]  
Shareholders' Equity and Stock Options and Warrants
Note 6.         Shareholders Equity and Stock Options and Warrants
 

On March 19, 2018 the Company sold in a private placement to LICT, 1,500,000 of its shares common stock for $180,000, or $0.12 per share. These funds are intended to be used to pay future administrative costs, until an acquisition candidate can be found, and appropriate financing obtained.

At the Company’s Annual Meeting of Stockholders on May 8, 2014, its stockholders voted to amend the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 10,000,000 to 100,000,000. The Company has not yet filed the Amended Certificate of Incorporation with its state of incorporation, Delaware, to effectuate the authorization.

On December 21, 2012, the Company issued a warrant to purchase up to 1,000,000 shares of the Company’s Common Stock at $1.00 per share to Jonathan P. Evans in exchange for $10,000, which was received in 2013. In addition, on that date, the Company issued a warrant to purchase up to 200,000 shares of the Company’s Common Stock at $1.00 per share to Robert E. Dolan, Chief Financial Officer of the Company, in exchange for $2,000. Both warrants were exercisable through December 21, 2017, but expired unexercised.

Basis of Presentation and Significant Accounting Principles (Policies)
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
 
Morgan Group Holding Co. (“Company”) was incorporated in November 2001 as a wholly-owned subsidiary of LICT Corporation (“LICT”) to serve, among other business purposes, as a holding company for LICT’s controlling interest in The Morgan Group, Inc. (“Morgan”). On January 24, 2002, LICT spun off 2,820,051 shares of the Company’s common stock through a pro rata distribution (“Spin-Off”) to its stockholders and retained 235,294 shares.
 
On October 3, 2002, Morgan ceased its operations when its liability insurance expired, and it was unable to secure replacement insurance. On October 18, 2002, Morgan and two of its operating subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Indiana, South Bend Division for the purpose of conducting an orderly liquidation of Morgan’s assets. On March 31, 2008, and the bankruptcy court dismissed the proceeding and it was entirely concluded at that time. The Company received no value for its equity ownership from the bankruptcy proceeding.
Significant Accounting Principles
Significant Accounting Principles
Cash and Cash Equivalents
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 a cash equivalent approximates its fair value based on its nature.
 
At December 31, 2018 and 2017 all cash and cash equivalents were invested in a United States Treasury money market fund, for which an affiliate of the Company serves as the investment manager.
Stock Based Compensation
Stock Based Compensation
 
During 2012, the Company issued stock options and warrants to two of the Company’s officers, see Note 6. The Company uses a fair value-based method of accounting for stock-based compensation provided to our employees. The estimated fair value of option awards on the grant date is determined using the Black Scholes option-pricing model. This sophisticated model utilizes a number of assumptions in arriving at its results, including the estimated life of the option, the risk-free interest rate at the date of grant and the volatility of the underlying common stock. There may be other factors that are not considered in the Black Scholes model, but which may have an effect on the value of the options as well. The effects of changing any of the assumptions or factors employed by the Black Scholes model may result in a significantly different valuation for the options. No options or warrants were granted during the years ended December 31, 2018 and 2017. The Company currently has no full-time employees.
Earnings per share
Earnings per share
 
Basic earnings per share is based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share is based on basic shares plus the incremental shares that would be issued upon the assumed exercise of in-the-money stock options and unvested restricted stock using the treasury stock method, if dilutive.
Use of Estimates
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.
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Provision (Benefit)

The components of income tax provision (benefit) are as follows:

December 31,
      2018       2017
Current income taxes:
Federal $-- $--
State -- --
Total current income taxes -- --
Deferred income taxes (12,030) 63,679
Change in valuation allowance 12,030 (63.679)
Provision (benefit) for income taxes $-- $--
Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company's net deferred income taxes are as follows:

December 31,
      2018       2017
Current deferred income tax assets $-- $--
 
Noncurrent deferred income tax assets:
Net operating loss carryover difference 167,441 154,892
Stock option compensation 28,602 29,121
196,043 184,013
Valuation allowance (196,043) (184,013)
$-- $--
Schedule of Income Tax Reconciliation

The reconciliation of the provision for income taxes for the years ended December 31, 2018 and 2017, and the amount computed by applying the U. S, Federal statutory income tax rate to net loss is as follows:


December 31,
2018 2017
Tax provision (benefit) at statutory rate       ($11,705)       ($17,777)
State taxes, net of federal effect (2,862) (2,450)
Change in Federal income tax rates -- 83,906
Change in state income tax rates 2,537 --
Change of valuation allowance 12,014 (63,679)
Effective income provision (benefit) $-- $-
Basis of Presentation and Significant Accounting Principles (Details)
1 Months Ended
Jan. 24, 2002
shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Stock Issued During Period, Shares, New Issues 2,820,051
Shares Retained During Period 235,294
Income Taxes (Narrative) (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Tax Examination [Line Items]    
Operating loss carryforwards $ 641,000 $ 582,000
Capital loss carryforwards $ 2,000 $ 2,000
Minimum [Member]    
Income Tax Examination [Line Items]    
Operating loss carryforwards, expiration date Dec. 31, 2023  
Maximum [Member]    
Income Tax Examination [Line Items]    
Operating loss carryforwards, expiration date Dec. 31, 2036  
Income Taxes (Schedule of Income Tax Provision (Benefit)) (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Current income taxes:    
Federal
State
Total current income taxes
Deferred income taxes (12,030) 63,679
Change in valuation allowance 12,030 (63,679)
Effective income provision (benefit)
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]    
Current deferred income tax assets
Noncurrent deferred income tax assets:    
Net operating loss carryover difference 167,441 154,892
Stock option compensation 28,602 29,121
Total deferred tax assets, gross 196,043 184,013
Valuation allowance (196,043) (184,013)
Deferred tax assets, net of valuation allowance
Income Taxes (Schedule of Income Tax Reconciliation) (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]    
Tax provision (benefit) at statutory rate $ (11,705) $ (17,777)
State taxes, net of federal effect (2,862) (2,450)
Change in Federal income tax rates 83,906
Change in state income tax rates 2,537
Change of valuation allowance 12,014 (63,679)
Effective income provision (benefit)
Shareholders Equity and Stock Options and Warrants (Details) - USD ($)
1 Months Ended 12 Months Ended
Mar. 19, 2018
Dec. 21, 2012
Dec. 31, 2012
Dec. 31, 2018
Dec. 31, 2017
May 08, 2014
Common stock, par value per share       $ 0.01 $ 0.01  
Common stock, shares authorized       10,000,000 10,000,000  
LICT [Member]            
Number of shares sold 1,500,000          
Number of shares sold, value $ 180,000          
Sale of stock price per share $ 0.12          
Employee Stock Option [Member]            
Risk free interest rate     0.38%      
Expected dividend yield     0.00%      
Expected volatility rate     85.00%      
Expected life, years     3 years      
Warrant [Member]            
Risk free interest rate     0.74%      
Expected dividend yield     0.00%      
Expected volatility rate     85.00%      
Expected life, years     5 years      
Chief Financial Officer [Member]            
Number of common shares that can be purchased through exercise of warrants   200,000        
Strike price of warrant   $ 1.00        
Proceeds from issuance of warrants   $ 2,000        
Chief Executive Officer [Member]            
Number of common shares that can be purchased through exercise of warrants   1,000,000        
Strike price of warrant   $ 1.00        
Proceeds from issuance of warrants   $ 10,000        
Not Yet Authorized [Member]            
Common stock, par value per share           $ 0.01
Common stock, shares authorized           100,000,000