8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 16, 2009

MERRIMAN CURHAN FORD GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15831	11-2936371
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

600 California Street, 9th Floor,	94108
San Francisco, California	(Zip Code)
( Address of Principal Executive Offices)

Registrant's telephone number, including area code (415) 248-5600

(Former Name or Former Address, if Changed Since Last Report)

Item 2.02 Results of Operations and Financial Condition

On November 16, 2009, Merriman Curhan Ford Group, Inc. announced earnings for the third quarter of 2009.

Item 9.01(c) Exhibits

99.1 Press Release announcing MCF Corporation’s earnings for the third quarter of 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MCF CORPORATION
Date:  November 16, 2009	By:	/s/ D. JONATHAN MERRIMAN
		D. Jonathan Merriman
		Chief Executive Officer

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EX-99.1

FOR IMMEDIATE RELEAASE

MERRIMAN CURHAN FORD ANNOUNCES FINANCIAL RESULTS

FOR THIRD QUARTER ENDED SEPTEMBER 30, 2009

Core Business Demonstrated Significant Improvement in the Third Quarter

SAN FRANCISCO – November 16, 2009 – Merriman Curhan Ford Group, Inc. (NASDAQ: MERR) today released earnings for the third quarter 2009.

Third Quarter Financial Highlights

- Revenue from continuing operations was $13.3 million, compared to $4.6 million in the third quarter 2008 and $12.4 million in second quarter 2009:

- Investment banking revenue was $3.1 million, a 95% increase over third quarter 2008;

- OTCQX Advisory revenue was $407,000, a 27% increase over third quarter 2008;

- Commission revenue was $9.8 million, a 23% increase over third quarter 2008, largely attributable to ICD, which the firm is in the process of selling; and

- Principal transactions had a loss of $36,000, compared to a loss of $5.4 million in third quarter 2008.

- Our core business was slightly profitable on a non-GAAP basis.

- Financial condition:

- Total assets were $19.1 million, compared with $18.9 million at the end of 2008 and $13.6 million at the end of the second quarter 2009, and

- Our cash position increased substantially as a result of the $10.2 million oversubscribed strategic transaction we completed in the quarter.

“Third quarter 2009 was a critical turning point for our firm,” said Jon Merriman, co-founder and chief executive officer of the firm's holding company, Merriman Curhan Ford Group, Inc. “After more than a year fighting for survival, we closed on our $10.2 million strategic transaction, settled the most threatening of our legal issues and recently received positive closure on the SEC matters. As we continue to move toward consistent profitability, I see strong signs of recovery in our core businesses of brokerage, investment banking, and OTCQX.  We are currently profitable in our core business on a non-GAAP basis. The opportunity for researching, trading, advising and financing undiscovered, fast-growing companies is better now than any time in our past.  We look forward to continuing the momentum we gained this quarter into the fourth quarter and 2010.”

The firm’s results in the third quarter continue to include the effects of its former division, Institutional Cash Distributors (ICD), and the expenses related to the settlement, issuance of preferred stock and warrants.  Merriman Curhan Ford introduced a non-GAAP pro-forma operating measure which excludes these effects and, in addition, the unrealized gain or loss on our portfolio of securities. The non-GAAP operating income was $11,000 for the quarter, compared to a GAAP operating loss of $5.9 million. Management uses this non-GAAP measure, in addition to GAAP results, to assess the performance of our core business.

Conference Call for the Third Quarter 2009 Results

Following this announcement, Merriman’s management will host a teleconference call beginning at 2 PM (PT) / 5 PM (ET) today, Monday, November 16, 2009, to discuss the results and related matters. Interested listeners and participants may access the live teleconference call by dialing(877) 941-0844or may access the live Web broadcast at www.mcfco.com.

About Merriman Curhan Ford

Merriman Curhan Ford (NASDAQ: MERR) is a financial services firm focused on fast-growing companies and the institutions that invest in them. The company offers high-quality investment banking, equity research, institutional services and corporate & venture services, and specializes in five growth industry sectors: CleanTech, Consumer, Media & Internet, Health Care, Natural Resources and Technology.  For more information, please go to www.mcfco.com.

Note to Investors

This press release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties.  This release does not constitute an offer to sell or a solicitation of offers to buy any securities of the Company. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K/A filed on April 30, 2009 and our Form 10-Q filed on November 16, 2009. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. The Form 10-K/A filed on April 30, 2009 and Form 10-Q filed on November 16, 2009, together with this press release and the financial information contained herein, is available on our website by going to www.mcfco.com and clicking on "Investor Relations."

#  #  #

At the Company:

Henry Tang

Chief Financial Officer

Merriman Curhan Ford & Co.

(415) 262-1353

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MERRIMAN CURHAN FORD GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) 

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
Revenue:
Commissions	$	9,804,718		$	7,992,614		$	28,892,568		$	24,353,696
Principal transactions		(35,522	)		(5,384,303	)		(131,020	)		(5,280,550	)
Investment banking		3,127,596			1,600,260			5,411,463			9,423,666
Advisory and other fees		411,602			341,656			1,618,282			581,256
Total revenue		13,308,394			4,550,227			35,791,293			29,078,068
Operating expenses:
Compensation and benefits		10,230,680			7,876,092			29,687,486			31,205,145
Brokerage and clearing fees		208,051			558,344			791,407			2,042,828
Professional services		1,063,883			3,994,278			3,096,428			7,356,228
Occupancy and equipment		551,300			540,104			1,617,347			1,601,104
Communications and technology		881,879			662,912			2,442,979			2,556,652
Depreciation and amortization		109,922			279,261			372,913			537,166
Travel and entertainment		449,108			634,689			1,058,840			2,528,083
Litigation settlement expenses		5,334,926			─			5,334,926			─
Other expenses		369,581			1,295,405			1,631,435			3,297,102
Total operating expenses		19,199,330			15,841,085			46,033,761			51,124,308
Operating loss		(5,890,936	)		(11,290,858	)		(10,242,468	)		(22,046,240	)
Other income		─		─				2,000,000		─
Change in fair value of warrant liability		(9,628,460	)		─			(9,628,460	)		─
Interest income		4,425			195,283			13,591			325,703
Interest expense		(1,289,401	)		(20,236	)		(1,333,569	)		(53,619	)
Loss before provision for income tax		(16,804,372	)		(11,115,811810	)		(19,190,906	)		(21,774,156	)
(Provision for) benefit from income tax		235,727			(198,014	)		230,528			1,640,730
Loss from continued operations		(16,568,645	)		(11,313,825824	)		(18,960,378	)		(20,133,426	)
Loss from discontinued operations		─			(409,513	)		(94,894	)		(3,753,729	)
Net loss		(16,568,645	)		(11,723,338	)		(19,055,272	)		(23,887,155	)
Preferred stock deemed dividend		(5,066,702	)		─			(5,066,702	)		─
Preferred stock cash dividend		(39,100	)		─			(39,100	)		─
Net loss attributable to common shareholders	$	(21,674,447	)	$	(11,723,338	)	$	(24,161,074	)	$	(23,887,155	)
Basic and diluted loss per share attributable to common shareholders – continued operations		(1.71	)		(0.89	)		(1.89	)		(1.61	)
Basic and diluted loss per share attributable to common shareholders – discontinued operations		─			(0.04	)		(0.01	)		(0.30	)
Basic and diluted net loss per share attributable to common shareholders	$	(1.71	)	$	(0.93	)	$	(1.90	)	$	(1.91	)
Weighted average common shares outstanding:
Basic and Diluted		12,668,073			12,672,598			12,692,013			12,498,687

The notes in our most recent Form 10-Q are an integral part of these consolidated financial statements.

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MERRIMAN CURHAN FORD GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

	September 30,  2009			December 31,  2008
ASSETS
Cash and cash equivalents	$	7,525,918		$	6,358,128
Securities owned:
Marketable, at fair value		4,628,719			4,622,577
Not readily marketable, at estimated fair value		284,540			366,061
Other		138,032			185,065
Restricted cash		1,072,771			1,131,182
Due from clearing broker		2,113,303			1,752,535
Accounts receivable, net		2,045,059			612,234
Prepaid expenses and other assets		748,412			619,759
Equipment and fixtures, net		592,720			1,260,011
Assets held for sale		–			1,958,038
Total assets	$	19,149,474		$	18,865,590
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	774,774		$	712,591
Commissions and bonus payable		3,926,424			3,182,941
Accrued expenses		1,953,594			3,637,345
Due to clearing and other brokers		9,177			28,022
Securities sold, not yet purchased		838,199			903,217
Deferred revenue		338,648			709,691
Capital lease obligation		514,184			923,683
Warrant liability		26,521,711		─
Liabilities held for sale		–			1,052,899
Total liabilities		34,876,711			11,150,389
Commitments and contingencies
Stockholders' equity:
Preferred stock, Series A—$0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2009 and December 31, 2008,; aggregate liquidation preference of $0	─			─
Preferred stock, Series B—$0.0001 par value; 12,500,000 shares authorized; 1,250,000 shares issued and 0 shares outstanding as of September 30, 2009 and December 31, 2008; aggregate liquidation preference of $0	─			─
Preferred stock, Series C—$0.0001 par value; 14,200,000 shares authorized; 1,685,714 shares issued and 0 shares outstanding as of September 30, 2009 and December 31, 2008; aggregate liquidation preference of $0	─			─
Convertible Preferred stock, Series D—$0.0001 par value; 24,000,000 shares authorized, 23,720,916 shares issued and 23,720,916 shares outstanding as of September 30, 2009; and 0 shares authorized, issued and outstanding as of December 31, 2008; aggregate liquidation preference of $10,199,994 prior to conversion, and pari passu with common stock on conversion.		2,372		─
Common stock, $0.0001 par value; 300,000,000 shares authorized; 12,915,442 and 12,756,656 shares issued and 12,713,565 and 12,730,218 shares outstanding as of September 30, 2009 and December 31, 2008, respectively		1,292			1,278
Additional paid-in capital		122,903,643			127,193,195
Treasury stock		(225,613	)		(125,613	)
Accumulated deficit		(138,408,931	)		(119,353,659	)
Total stockholders' (deficit) equity		(15,727,237	)		7,715,201
Total liabilities and stockholders' equity	$	19,149,474		$	18,865,590

The notes in our most recent Form 10-Q are an integral part of these consolidated financial statements.

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MERRIMAN CURHAN FORD GROUP, INC.

RECONCILIATION OF NON-GAAP TO GAAP MEASURES – THREE MONTHS ENDED

(unaudited)

	Three Months Ended September 30, 2009
	2009												2008
	As Reported			Less ICD			Less Other1			Pro-Forma			As Reported			Less ICD		Less Other1			Pro-Forma
REVENUE:
Commissions	$	9,804,718		$	6,667,486			—		$	3,137,232		$	7,992,614		$	2,591,359		—		$	5,401,255
Principal transactions		(35,522	)		—			213,356			(248,878	)		(5,384,303	)		—		(7,723,627	)		2,339,324
Investment banking		3,127,596			—			—			3,127,596			1,600,260			—		—			1,600,260
Advisory and other fees		411,602			—			—			411,602			341,656			—		—			341,656
Total revenue		13,308,394			6,667,486			213,356			6,427,552			4,550,227			2,591,359		(7,723,627	)		9,682,495
OPERATING EXPENSES:
Compensation and benefits		10,230,680			6,227,472			—			4,003,208			7,876,092			1,804,779		—			6,071,313
Brokerage and clearing fees		208,051			14,172			—			193,879			558,344			17,633		—			540,711
Professional services		1,063,883			65,205			690,260			308,418			3,994,278			13,273		3,114,874			866,131
Occupancy and equipment		551,300			17,170			—			534,130			540,104			3,500		—			536,604
Communications and technology		881,879			145,124			—			736,755			662,912			73,528		—			589,384
Depreciation and amortization		109,922			—			—			109,922			279,261			—		—			279,261
Travel and entertainment		449,108			167,248			—			281,860			634,689			110,454		—			524,235
Litigation settlement		5,334,926			—			5,334,926			—			—			—		—			—
Other expenses		369,581			121,287			—			248,294			1,295,405			31,387		—			1,264,018
Total operating expenses		19,199,330			6,757,678			6,025,186			6,416,466			15,841,085			2,054,554		3,114,874			10,671,657
Operating income/(loss)		(5,890,936	)		(90,192	)		(5,811,830	)		11,086			(11,290,858	)		536,805		(10,838,501	)		(989,162	)

Note 1 – The column headed “Less Other” includes unrealized gains/losses in “Principal transactions” revenues, approximate legal expenses paid as related to the Del Biaggio/Cacchione matters in “Professional services”, and legal settlement expense as related to the Del Biaggio/Cacchione matters in “Litigation settlement”.

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MERRIMAN CURHAN FORD GROUP, INC.

RECONCILIATION OF NON-GAAP TO GAAP MEASURES – NINE MONTHS ENDED

(unaudited)

	Nine Months Ended September 30, 2009
	2009												2008
	As Reported			Less ICD			Less Other1			Pro-Forma			As Reported			Less ICD		Less Other1			Pro-Forma
REVENUE:
Commissions	$	28,892,568		$	20,074,321			—		$	8,818,247		$	24,353,696		$	7,161,056		—		$	17,192,640
Principal transactions		(131,020	)		(2,288	)		(480,292	)		351,560			(5,280,550	)		—		(8,105,058	)		2,824,508
Investment banking		5,411,463			—			—			5,411,463			9,423,666			—		—			9,423,666
Advisory and other fees		1,618,282			—			—			1,618,282			581,256			—		—			581,256
Total revenue		35,791,293			20,072,033			(480,292	)		16,199,552			29,078,068			7,161,056		(8,105,058	)		30,022,070
OPERATING EXPENSES:
Compensation and benefits		29,687,486			18,519,995			—			11,167,491			31,205,145			4,954,164		—			26,250,981
Brokerage and clearing fees		791,407			45,729			—			745,678			2,042,828			62,543		—			1,980,285
Professional services		3,096,428			96,997			1,790,287			1,209,144			7,356,228			73,480		3,299,835			3,982,913
Occupancy and equipment		1,617,347			41,606			—			1,575,741			1,601,104			7,040		—			1,594,064
Communications and technology		2,442,979			377,840			—			2,065,139			2,556,652			243,177		—			2,313,475
Depreciation and amortization		372,913			—			—			372,913			537,166			—		—			537,166
Travel and entertainment		1,058,840			526,727			—			532,113			2,528,083			445,864		—			2,082,219
Litigation settlement		5,334,926			—			5,334,926			—			—			—		—			—
Other expenses		1,631,435			289,341			—			1,342,094			3,297,102			117,877		—			3,179,225
Total operating expenses		46,033,761			19,898,235			7,125,213			19,010,313			51,124,308			5,904,145		3,299,835			41,920,328
Operating income/(loss)		(10,242,468	)		173,798			(7,605,505	)		(2,810,761	)		(22,046,240	)		1,256,911		(11,404,893	)		(11,898,258	)

Note 1 – The column headed “Less Other” includes unrealized gains/losses in “Principal transactions” revenues, approximate legal expenses paid as related to the Del Biaggio/Cacchione matters in “Professional services”, and legal settlement expense as related to the Del Biaggio/Cacchione matters in “Litigation settlement”.

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