UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

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Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

Morgan’s Foods, Inc

(Name of Issuer)

 

Common Shares, Without Par Value

(Title of Class Securities)

 

616900106

(CUSIP Number)

 

February 21, 2007

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:**

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

** Michael M. Rothenberg and David A. Sackler are filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Capital Partners, LLC and Moab Partners, L.P. are filing this Schedule 13G pursuant to Rule 13d-1(c).

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

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Item 1.

 

Item 2.

This Schedule 13G is being filed on behalf of Moab Capital Partners, LLC (“Moab LLC”); Moab Partners, L.P. (“Moab LP”); Mr. Michael M. Rothenberg and Mr. David A. Sackler (each, a “Reporting Person”).

Moab LLC is a Delaware limited liability company

Moab LP is a Delaware limited partnership

Messrs. Rothenberg and Sackler are each United States citizens

Common Shares

 

 

 

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(a) Amount beneficially owned: 264,855

(b) Percent of class: 9.7%*

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to direct the vote: 264,855

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of: 264,855

 

Moab LP

(a) Amount beneficially owned: 264,855

 

 

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(b) Percent of class: 9.7%*

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to direct the vote: 264,855

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of: 264,855

 

Michael M. Rothenberg

(a) Amount beneficially owned: 264,855

(b) Percent of class: 9.7%*

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to direct the vote: 264,855

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of: 264,855

 

David A. Sackler

(a) Amount beneficially owned: 264,855

(b) Percent of class: 9.7%*

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to direct the vote: 264,855

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of: 264,855

 

*All ownership percentages are based on 2,730,995 shares outstanding as of December 20, 2006 as reported in the issuer’s quarterly report on Form 10-Q for the quarterly period ended November 5, 2006, as filed with the Securities and Exchange Commission on December 20, 2006.

 

 

 

 

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following o

Moab LLC, in its capacity as investment adviser to Moab LP, may be deemed to be the beneficial owner of 264,855 shares owned by Moab LP, as in its capacity as investment adviser it has the power to dispose, direct the disposition of, and vote the shares of the issuer owned by Moab LP. 

Michael M. Rothenberg is a part-owner of Moab LLC and a Managing Member. As a controlling person of Moab LLC, he may be deemed to beneficially own 264,855 shares of the issuer owned by Moab LP. 

David A. Sackler is a part-owner of Moab LLC and a Managing Member.  As a controlling person of Moab LLC, he may be deemed to beneficially own 264,855 shares of the issuer owned by Moab LP.

Pursuant to Rule 13d-4, Michael M. Rothenberg and David A. Sackler disclaim beneficial ownership of the securities owned by Moab LP.  

 

N/A

N/A

N/A

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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SIGNATURE

Date: February 21, 2007

 

 

 

 

 

 

 

 

 

 

 

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Exhibit A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

 

Date: February 21, 2007