SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51089 / January 28, 2005

Administrative Proceeding File No. 3-11805

SEC INSTITUTES ADMINISTRATIVE PROCEEDINGS AGAINST MORGAN COOPER, INC.

The United States Securities and Exchange Commission announced today that it has instituted administrative proceedings against Morgan Cooper, Inc. to determine whether the registration of the company's securities should be suspended or revoked pursuant to Section 12(j) of the Securities Exchange Act of 1934. Morgan Cooper is a Delaware corporation with its principal office in New York, New York.

In the Commission's Order, the Division of Enforcement alleges that Morgan Cooper failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder having failed to file any quarterly reports with the Commission since November 30, 2000, when it filed its Form 10-QSB for the quarter ended September 30, 2000, and make any annual reports with the Commission since April 19, 2000, when it filed its Form 10-KSB for the year ended December 31, 1999. The last periodic report was a Form 8-K filed on June 22, 2001.

A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order Instituting Public Proceedings are true, to provide Morgan Cooper an opportunity to establish any defenses, and to determine whether it is necessary and appropriate for the protection of investors to suspend or revoke the registration of Morgan Cooper's securities.

Pursuant to the Commission's Rules of Practice, an initial decision shall be issued by the administrative law judge within 120 days from service upon Morgan Cooper of the Order Instituting Public Proceedings.

See also the Order in this matter

http://www.sec.gov/litigation/admin/34-51089.htm