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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2003

0-23410

COMMISSION FILE NUMBER

M.H. MEYERSON & CO., INC.

(Exact name of registrant as specified in its charter)

NEW JERSEY

(State or other jurisdiction of incorporation or organization)

13-1924455

(I.R.S. Employer Identification Number)

525 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (201) 459-9500

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 an accelerated filer (as defined in Exchange Act Rule 12b-2)  Yes  ¨  No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At April 30, 2003 the number of shares outstanding of the Registrant’s Common Stock was 8,802,423.

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M.H. MEYERSON & CO., INC.

FORM 10-Q QUARTERLY REPORT

For the Quarter Ended April 30, 2003

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PART I.    FINANCIAL INFORMATION

Item 1.     Financial Statements

M.H. MEYERSON & CO., INC.

STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes which are an integral part of these financial statements.

Certain prior period amounts have been recast to conform to the current presentation.

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M.H. MEYERSON & CO., INC.

STATEMENTS OF FINANCIAL CONDITION

See accompanying notes which are an integral part of these financial statements.

Certain prior period amounts have been recast to conform to the current presentation.

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M.H. MEYERSON & CO., INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes which are an integral part of these financial statements.

Certain prior period amounts have been recast to conform to the current presentation.

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M.H. MEYERSON & CO., INC.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003

1.    Organization and Description of the Business

M.H. MEYERSON & CO., INC. (the “Company”) is a leading market maker currently trading in excess of 5,600 securities listed on the Nasdaq National Market System, Nasdaq SmallCap, OTC Bulletin Board and the Pink Sheets. The Company is a registered broker-dealer with the Securities and Exchange Commission (“SEC”) and is a member of the National Association of Securities Dealers, Inc. (“NASD”). In January of 2003, John Leighton became the Company’s Co-Chairman and Chief Executive Officer, subsequently assumed the role of sole Chairman and President, and installed a management team and new business plan.

During the quarter ended April 30, 2003, this new management team began implementing its plan to transform the Company into a dynamic, innovative and service-oriented liquidity provider. To effectuate this transformation further, the Company began doing business as Crown Financial Group on April 9, 2003 (“Crown”). The Company believes its greatest opportunity as a service oriented liquidity provider is where the Company has specialized expertise in equities market-making, institutional sales trading and innovative technologies. During the quarter ended April 30, 2003, the Company has transformed and may continue to retool its market making stock list and trading personnel to capitalize on such opportunity. The Company believes that it has begun to transition itself by offering brokers, dealers, and asset managers a new choice of liquidity provider. The Company’s current low fixed operating costs together with the experience and depth of management and market makers may provide the Company with a significant competitve advantage.

2.    Summary of Significant Accounting Policies

Basis of presentation

The Statement of Financial Condition as of April 30, 2003, the Statements of Operations for the three months ended April 30, 2003 and April 30, 2002 and the Statements of Cash Flows for the three months ended April 30, 2003 and April 30, 2002 have been prepared by the Company without audit. The Statement of Financial Condition as of January 31, 2003 has been audited. In the opinion of management, all adjustments and accruals necessary to present fairly the financial position at April 30, 2003 and January 31, 2003, and the results of operations and cash flows at April 30, 2003 and April 30, 2002 have been made.

The Company’s financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Form 10-Q and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Pursuant to such rules and regulations, certain footnote disclosures, which are normally required under accounting principles generally accepted in the United States, have been omitted.

It is suggested that these financial statements be read in conjunction with the financial statements and notes to financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2003 as filed with the SEC. The results of the periods ended April 30, 2003 and 2002 are not necessarily indicative of the operating results for the full year.

Certain prior period amounts have been recast to conform to the current year presentation.

Cash and cash equivalents

Cash and cash equivalents include demand deposit accounts at banks.

Investments

Investments include equity ownership of less than 20% in businesses and are accounted for at the lower of cost or fair market value. The fair value of investments for which a quoted market or dealer price is not available is based on management’s estimate. Among the factors considered by management in determining the fair value of investments are the cost of the investment, terms and liquidity, developments since the acquisition of the investment, the sales price of recently issued securities, the financial condition and operating results of the issuer, earnings trends and consistency of operating cash flows, the long-term business potential of the issuer, the quoted market price of securities with similar quality and yield that are publicly traded, and other factors generally pertinent to the valuation of investments. The fair value of these investments is subject to a high degree of volatility and may be susceptible to significant fluctuations in the near term. The valuations of investments are reviewed by management on an ongoing basis.

Market-making activities

Securities owned and securities sold, not yet purchased are carried at market value and are recorded on a trade date basis. Net trading revenue (trading gains, net of trading losses) and commissions and related expenses, including compensation and benefits and execution and clearance fees are also recorded on a trade date basis. The Company’s clearing agreements call for payment of or receipt of

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M.H. MEYERSON & CO., INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

APRIL 30, 2003

interest income, net of interest expense for facilitating the settlement and financing of securities transactions.

Estimated fair value of financial instruments

The Company’s securities owned and securities sold, not yet purchased are carried at market value, which is estimated using market quotations available from major securities exchanges and clearing brokers. Management estimates that the fair values of other financial instruments recognized on the Statements of Financial Condition (including receivables, payables and accrued expenses) approximate their carrying values.

Depreciation, amortization and occupancy

Fixed assets are being depreciated on a straight-line basis over their estimated useful lives of three to seven years. Leasehold improvements are being amortized on a straight-line basis over the life of the related office lease.

Income taxes

The Company elected to carryback its operating loss for the fiscal year ended January 31, 2002 and was able to recover approximately $2,350,000 in federal taxes previously paid during the fiscal year ended January 31, 2003. At April 30, 2003 the Company has approximately $13,026,000 of net operating losses available for carryforward. Of these losses, $4,765,000 expire in 2022 and $8,261,000 expire in 2023.

For state income tax purposes the Company has an available operating loss carryforward of approximately $19,231,000 at April 30, 2003 of which $11,000,000 and $8,231,000 expires in 2009 and 2010, respectively.

In accordance with FASB Statement No. 109, accounting for income taxes, the Company has a future tax benefit of its current net operating loss. The potential federal and state tax benefit if the net operating loss is fully utilized would be approximately $4,400,000 and $1,650,000, respectively. The Company has determined to provide for a full valuation allowance for the future tax benefit.

Stock-Based Compensation

The Company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its stock option plans. When options are granted with an exercise price equal to the fair market value of the stock at the date of grant, no compensation expense has been recognized.

Had compensation expense for the Company’s options been determined based on the fair value at the grant dates in accordance with SFAS No. 123 Accounting for Stock-Based Compensation, the Company’s net loss and earnings per share amounts for the three months ended April 30, 2003 and 2002 would have been as follows:

For pro forma purposes, the fair value of each option granted is estimated as of its respective grant date using the Black-Scholes option-pricing model.

The Company records as unamortized stock-based compensation in Stockholders’ equity the fair market value on the date of grant of shares associated with restricted stock awards and amortizes the balance to compensation expense over the vesting period.

Other

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts 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.

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M.H. MEYERSON & CO., INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

APRIL 30, 2003

3.    Securities Owned and Securities Sold, Not Yet Purchased

Securities owned and securities sold, not yet purchased are carried at market value and consist of the following: