SIEBERT FINANCIAL CORP - 10-Q Quarterly Report

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One	)

[X]	Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2004

[ ]	Transition report under Section 13 or 15(d) of the Exchange Act

	For the transition period from______________________________ to ______________________________

	Commission file number 0-5703

Siebert Financial Corp.
(Exact Name of Issuer as Specified in its Charter)

New York	11-1796714
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

885 Third Avenue, New York, NY 10022
(Address of Principal Executive Offices)

(212) 644-2400
(Issuer’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 Rule 12b-2 of the Exchange Act).

Yes No X

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of July 30, 2004, there were 22,099,401 shares of Common Stock, par value $.01 per share, outstanding.

Unless the context otherwise requires, the “Company” shall mean Siebert Financial Corp. and its wholly owned subsidiaries and “Siebert” shall mean Muriel Siebert & Co., Inc., a wholly owned subsidiary of the Company.

Certain statements contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and elsewhere in this document, as well as oral statements that may be made by the Company or by its officers, directors or employees acting on the Company’s behalf, that are not statements of historical or current fact constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and known and unknown factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward looking statements, including, without limitation: changes in general economic and market conditions; fluctuations in volume and prices of securities; demand for brokerage and investment banking services; competition within and without the discount brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering lower rates on commissions than the Company; the prevalence of a flat fee environment; decline in participation in equity or municipal finance underwritings; limited trading opportunities; the method of placing trades by the Company’s customers; computer and telephone system failures; the level of spending by the Company on advertising and promotions; trading errors and the possibility of losses from customer non-payment of amounts due; other increases in expenses and changes in net capital or other regulatory requirements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date when such statements were made or to reflect the occurrence of unanticipated events. An investment in the Company involves various risks, including those mentioned above and those which are detailed from time to time in the Company’s Securities and Exchange Commission filings.

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

	June 30, 2004		December 31,
	(Unaudited)		2003


ASSETS
Cash and cash equivalents	$28,053,000			$24,732,000
Cash equivalents – restricted	1,300,000			1,300,000
Receivable from clearing brokers	1,119,000			1,487,000
Advance to clearing broker	1,500,000			1,500,000
Securities owned, at market value	-			1,226,000
Furniture, equipment and leasehold improvements, net	1,686,000			1,863,000
Investment in and advances to equity investee	2,726,000			3,212,000
Prepaid expenses and other assets	1,156,000			1,807,000
Intangibles, net	2,345,000			2,346,000
Deferred taxes	529,000			553,000

	$40,414,000			$40,026,000



LIABILITIES AND STOCKHOLDERS’ EQUITY
Securities sold, not yet purchased, at market value	64,000			6,000
Accounts payable and accrued liabilities	5,087,000			4,885,000

	5,151,000			4,891,000


Commitments and contingent liabilities

Stockholders’ equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
22,983,917 shares issued and 22,097,115 and 22,222,014 shares
outstanding at June 30, 2004 and December 31, 2003, respectively	229,000			229,000
Additional paid-in capital	17,931,000			17,931,000
Retained earnings	21,145,000			20,500,000
Less: 886,802 and 761,903 shares of treasury stock, at cost at June 30, 2004
and December 31, 2003, respectively	(4,042,000	)	(3,525,000		)

	35,263,000			35,135,000


	$40,414,000			$40,026,000

See notes to consolidated financial statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,

	2004		2003		2004		2003


Revenues:
Commissions and fees		$5,201,000		$5,261,000		$11,445,000		$9,387,000
Investment banking		107,000		242,000		443,000		718,000
Trading profits		182,000		207,000		432,000		404,000
Income from equity investee		556,000		753,000		682,000		1,464,000
Interest and dividends		105,000		148,000		180,000		243,000

		6,151,000		6,611,000		13,182,000	12,216,000


Expenses:
Employee compensation and benefits		2,494,000		2,201,000		5,292,000		4,429,000
Clearing fees, including floor brokerage		795,000		1,054,000		1,439,000		1,906,000
Advertising and promotion		245,000		304,000		698,000		664,000
Communications		565,000		745,000		1,288,000		1,492,000
Occupancy		262,000		296,000		535,000		560,000
Interest		-		5,000		-		6,000
Other general and administrative		1,336,000		1,579,000		2,762,000		3,245,000

		5,697,000		6,184,000		12,014,000	12,302,000


Income (loss) before income taxes		454,000		427,000		1,168,000		(86,000	)

Provision (benefit) for income taxes		224,000		181,000		523,000		(37,000	)

Net Income (loss)		$230,000		$246,000		$645,000		$(49,000	)


Net income (loss) per share of common stock -
Basic and Diluted		$.01		$.01		$.03		$-
Weighted average shares outstanding -
Basic		22,115,145		22,345,669		22,137,341		22,357,870
Weighted average shares outstanding -
Diluted		22,330,151		22,618,211		22,335,238		22,357,870

See notes to consolidated financial statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

	Six Months Ended
	June 30,

	2004			2003

Cash flows from operating activities:
Net income (loss)		$645,000			$(49,000	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		806,000			834,000
Income from equity investee		(682,000	)	(1,464,000		)
Deferred taxes		24,000		(187,000		)
Changes in:
Securities owned, at market value		1,226,000			792,000
Receivable from clearing brokers		368,000		(879,000		)
Prepaid expenses and other assets		651,000			162,000
Securities sold, not yet purchased, at market value		58,000
Accounts payable and accrued liabilities		202,000			(6,000	)

Net cash provided by (used in) operating activities		3,298,000		(797,000		)

Cash flows from investing activities:
Return of deposit on equipment					241,000
Purchase of furniture, equipment and leasehold improvements		(228,000	)	(127,000		)
Advance to clearing broker				(1,500,000		)
Purchase of customer accounts		(400,000	)	(1,100,000		)
Payment of advances by equity investee		(57,000	)		(40,000	)
Distribution from equity investee		1,225,000		1,443,000

Net cash provided by (used in) investing activities		540,000		(1,083,000		)

Cash flows from financing activities:
Proceeds from exercise of options					10,000
Repurchase of common stock		(517,000	)	(473,000		)

Net cash used in financing activities		(517,000	)	(463,000		)


Net increase (decrease) in cash and cash equivalents		3,321,000		(2,343,000		)

Cash and cash equivalents - beginning of period		24,732,000			22,498,000


Cash and cash equivalents - end of period		$28,053,000			$20,155,000

Supplemental cash flow disclosures:
Cash paid for:
Interest					$6,000
Income taxes		$121,000			$28,000

See notes to consolidated financial statements.

Siebert Financial Corp. & Subsidiaries

Notes to Consolidated Financial Statements
Six Months Ended June 30, 2004 and 2003
(Unaudited)

Organization and Basis of Presentation:

The consolidated financial statements include the accounts of Siebert Financial Corp. (the “Company”) and its wholly owned subsidiaries Muriel Siebert & Co., Inc. (“Siebert”) and Siebert Women’s Financial Network, Inc. (“WFN”). All material intercompany balances have been eliminated. The statements are unaudited; however, in the opinion of management, all adjustments considered necessary to reflect fairly the Company’s financial position and results of operations, consisting of normal recurring adjustments, have been included.

The accompanying consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. Accordingly, the statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Because of the nature of the Company’s business, the results of any interim period are not necessarily indicative of results for a full year.

Stock-Based Compensation

Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation ("SFAS 123") as amended by SFAS No. 148, (Accounting for Stock-Based Compensation – Transition and Disclosure an amendment to FASB Statement 123), allows the fair value of stock-based compensation to be included in expense over the period earned; alternatively, if the fair value of stock-based compensation awards are not included in expense, SFAS 123 requires disclosure of net income (loss), on a pro forma basis, as if expense treatment had been applied. As permitted by SFAS 123, the Company continues to account for such compensation under Accounting Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees, and related interpretations, pursuant to which no compensation cost was recognized in connection with the issuance of stock options, as all options granted under the 1997 Stock Option Plan had an exercise price equal to or greater than the fair value of the underlying common stock on the date of grant. Had the Company elected to recognize compensation expense for the stock option plan, consistent with the method prescribed by SFAS 123, the Company's net income (loss) and net income (loss) per share for the three months and six months ended June 30, 2004 and 2003 would have (decreased) increased the pro forma amounts as follows:


	Three Months						Six Months
	Ended June 30,						Ended June 30,

	2004			2003			2004			2003


Net income (loss), as reported		$230,000			$246,000			$645,000			$(49,000)
Stock-based employee compensation determined
under APB 25		-			-			-			-
Stock-based employee compensation determined
under the fair value based method, net of tax effect	(87,000		)		(140,000	)		(166,000	)		(610,000	)


Pro forma net income (loss)		$143,000			$106,000			$479,000			$(659,000	)


Net income (loss) per share - basic:

As reported		$.01			$.01			$.03			$-
Pro forma		$.01			$.01			$. 02			$(.03	)

Net income (loss) per share - diluted:

As reported		$.01			$.01			$.03			$-
Pro forma		$.01			$.01			$.02			$(.03	)


3.	Net Capital: Siebert is subject to the Securities and Exchange Commission’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital. Siebert has elected to use the alternative method, permitted by the rule, which requires that Siebert maintain minimum net capital, as defined, equal to the greater of $250,000 or two percent of aggregate debit balances arising from customer transactions, as defined. (The net capital rule of the New York Stock Exchange also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than five percent of aggregate debits.) As of June 30, 2004, Siebert had net capital of approximately $16,267,000 as compared with net capital requirements of $250,000.
4.	Capital Transactions: On May 15, 2000, the board of directors of the Company authorized a stock buy back program of up to one million common shares. Shares will be purchased from time to time in the open market and in private transactions. Through June 30, 2004, 886,802 shares have been purchased at an average price of $4.56 per share.
5.	Option Grants: During the six months ended June 30, 2004, the Company’s Board of Directors granted options to a director and employees of the Company to purchase an aggregate of 90,000 shares of the Company’s common stock at exercise prices ranging from $3.75 to $4.87, the fair market value on the date of grants. The employee option granted during the period, vest 20% per year for five years and expire ten years from the date of grant. The director’s option granted during the period, vest six months and expire five years from the date of grant.
6.	Intuit Lawsuit Update: As previously disclosed, Siebert filed a lawsuit against Intuit, Inc. (“Intuit”), in New York State Supreme Court on September 17, 2003 (the “Intuit Lawsuit”), seeking not less than $11.1 million in compensatory damages and $33.3 million in punitive damages for claims relating to the Joint Brokerage Service (the “JBS”) conducted during

	the years ended December 31 2003 and 2002 under the Strategic Alliance Agreement between Siebert and Intuit. A motion by Intuit to stay the lawsuit and require that the dispute be submitted to arbitration was denied in a decision dated January 7, 2004. Intuit’s motion to reargue the Court’s decision was denied by the Court in a decision dated June 7, 2004. Intuit is appealing both decisions to the Appellate Division of the Supreme Court. In addition, on July 15, 2004, the Appellate Division of the Supreme Court granted Intuit’s motion for a stay of litigation pending its determination of Intuit’s appeal. The appeal will be fully briefed by the parties by September 17, 2004 and is expected to be argued before the Appellate Division in October 2004.
7.	Account Purchases: In February 2004, Siebert agreed to acquire certain retail discount brokerage accounts from Wall Street Discount Corp. These accounts were transferred to Siebert in April 2004. As of June 30, 2004, the purchase price of the customer accounts has been recorded in “Intangibles” and is being amortized over a five-year period.
8.	Siebert Brandford Shank & Co., LLC: Summarized financial data of Siebert Brandford Shank & Co., LLC, (“SBS”) as of and for the six months ended June 30, 2004 and 2003 is set forth below. Siebert holds a 49% ownership interest in SBS.

	2004		2003


Total assets	$	9,101,000	$	8,808,000
Total liabilities, including subordinated liabilities of
1,200,000	$	3,746,000	$	3,225,000
Total members’ capital	$	5,355,000	$	5,583,000
Total revenues	$	6,937,000	$	8,890,000
Net income	$	1,392,000	$	2,987,000


	Siebert charged SBS $120,000 for the six months ended June 30, 2004 for rent and general and administrative services, which Siebert believes approximates the cost of furnishing such services.

	Siebert’s share of undistributed earnings from SBS amounted to $2,232,000 and $2,344,000 at June 30, 2004 and 2003, respectively. Such amounts may not be immediately available for distribution to Siebert for various reasons including the amount of SBS’s available cash, the provisions of the agreement between Siebert and the principals and SBS’s continued compliance with its regulatory and net capital requirements.

9.	Commitments and Contingent Liabilities:

	As previously disclosed, Siebert terminated the fully disclosed clearing agreement (the “Clearing Agreement”) with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette Securities Corporation) (“Pershing”). Based on consultation with counsel, Siebert believes that the $1,500,000 that it advanced to Pershing in January 2003 should be returned and that Pershing may be liable for damages. Pershing has expressed its belief that it is entitled to retain the advance and receive a minimum of $3 million for its unreimbursed costs, a termination fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing claims are without merit. No proceeding has been instituted by either party. Accounts purchased by Siebert from other firms and the JBS accounts that transferred to Siebert in December 2003, which were cleared through Pershing, are now cleared through National Financial Services, Inc.

	The Company is involved in various routine lawsuits of a nature deemed by the Company customary and incidental to its business. In the opinion of management, the ultimate disposition of such actions will not have a material adverse effect on its financial position or results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2003, and the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Business Environment

The market was weak in the second quarter of 2004 due to the war on terrorism, rising interest rates and the resulting decreased interest in buying stocks. Competition in the brokerage industry remains intense although many of Siebert’s competitors have been consolidated or have gone out of business.

The Company, like other securities firms, is directly affected by general economic and market conditions including fluctuations in volume and prices of securities, changes and prospects for changes in interest rates and demand for brokerage and investment banking services, all of which can affect the Company’s relative profitability. In periods of reduced market activity, profitability is likely to be adversely affected because certain expenses, including salaries and related costs, portions of communications costs and occupancy expenses remain relatively fixed. Earnings, or loss, for any period should not be considered representative of any other period.

Recent Developments

In February 2004, Siebert agreed to acquire certain retail discount brokerage accounts from Wall Street Discount Corp. These accounts were transferred to Siebert in April 2004. As of June 30, 2004, the purchase price of the customer accounts has been recorded in “Intangibles” and is being amortized over a five-year period.

On May 15, 2000, the board of directors of the Company authorized the repurchase of up to 1,000,000 shares of the Company’s common stock. Shares will be purchased from time to time, in the discretion of the Company, in the open market and in private transactions. Through June 30, 2004, 886,802 shares have been purchased at an average price of $4.56 per share. The Company intends to continue acquiring shares pursuant to its stock repurchase program based upon the price of the stock and in accordance with applicable rules and regulations.

Critical Accounting Policies

The Company follows accounting policies standard in the brokerage industry and believes that its policies appropriately reflect its financial position and results of operations. Management has identified the use of “Estimates” as its critical accounting policy. These estimates relate primarily to revenue and expense items in the normal course of business as to which the Company receives no confirmations, invoices, or other documentation at the time the books are closed for a period. The Company uses its best judgment, based on its knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. The Company is not aware of any material differences between the estimates used in closing its books for the last five years and the actual amounts of revenue received and expenses incurred when the Company subsequently receives the actual confirmations, invoices or other documentation. Estimates are also used in determining the useful lives of tangible and intangible assets, and the fair market value of intangible assets. Management believes that its estimates are reasonable.

Results of Operations

The Company believes that its core business is performing relatively well, given the current difficult business environment for discount and online brokers. The Company had net income of $230,000 and $645,000 for the three months and six months ended June 30, 2004, respectively.

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

Total revenues for the three months ended June 30, 2004 were $6.2 million, a decrease of $460,000 or 7.0% from the same period in 2003.

Commission and fee income for the three months ended June 30, 2004 was $5.2 million, a decrease of $60,000 or 1.1% from the same period in 2003 due to lower trading volume as result of weakening market conditions during the second quarter of 2004.

Investment banking revenues for the three months ended June 30, 2004 were $107,000, a decrease of $135,000 or 55.8% due to the Company participating in less new issues.

Income from the Company’s equity investment in Siebert Brandford Shank & Co., LLC, an entity in which the Company holds a 49% equity interest (“SBS”), for the three months ended June 30, 2004 was $556,000 compared to income of $753,000, a decrease of $197,000 or 26.2% from the same period in 2003. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings.

Trading profits were $182,000 for the three months ended June 30, 2004, a decrease of $25,000 or 12.1% over the same period in 2003 due to an overall decrease in trading margins.

Interest and dividends for the three months ended June 30, 2004 were $105,000, a decrease of $43,000 or 29.1% from the same period in 2003 primarily due to lower interest rates and the maturing of municipal bonds that provided higher yields.

Total expenses for the three months ended June 30, 2004 were $5.7 million, a decrease of $487,000 or 7.9% from the same period in 2003.

Employee compensation and benefit costs for the three months ended June 30, 2004 were $2.5 million, an increase of $293,000 or 13.3% from the same period in 2003. This increase was primarily due to the expansion of the Company’s Capital Markets Group and New York Stock Exchange Floor Operation and increase in bonus accruals.

Clearing and floor brokerage costs for the three months ended June 30, 2004 were $795,000, a decrease of $259,000 or 24.6% from the same period in 2003 primarily due to decreased volume of trade executions and a one time commission rebate of $200,000 from the Company’s clearing firm.

Advertising and promotion expenses for the three months ended June 30, 2004 were $245,000, a decrease of $59,000 or 19.4% from the same period in 2003 primarily due to management’s decision to spend less for advertising and promotion as a result of the continued weakness in the marketplace.

Communications expense for the three months ended June 30, 2004, was $565,000, a decrease of $180,000 or 24.2% from the same period in 2003 due primarily to due to management’s effort to control and maintain these costs.

Occupancy costs for the three months ended June 30, 2004 were $262,000, a decrease of $34,000 or 11.5% from the same period in 2003. This decrease was primarily due to the closing of the Your Discount Broker, Inc.’s (“YDB”) office in Aventura, Florida in 2003 and the combining of the Company’s Boca Raton office with YDB’s Boca Raton office in the second quarter of 2004.

Other general and administrative expenses for the three months ended June 30, 2004 were $1.3 million, a decrease of $243,000 or 15.4% from the same period in 2003. This decrease was primarily due to the elimination of product development costs relating to the Strategic Alliance between Siebert and Intuit, Inc.

For the three months ended June 30, 2004, there was a tax provision of $224,000 due to the Company’s income before income tax of $454,000. For the three months ended June 30, 2003, there was a tax provision of $181,000 due to the Company’s income before tax $427,000.

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Total revenues for the six months ended June 30, 2004 were $13.2 million, an increase of $966,000 or 7.9% from the same period in 2003.

Commission and fee income for the six months ended June 30, 2004 was $11.5 million, an increase of $2.1 million or 21.9% from the same period in 2003 due to the increased trading volume for the first six months of 2004.

Investment banking revenues for the six months ended June 30, 2004 were $443,000, a decrease of $275,000 or 38.3% from the same period in 2003 due to the Company participating in less new issues.

Income from the Company’s equity investment in Siebert Brandford Shank & Co., LLC, an entity in which the Company holds a 49% equity interest (“SBS”), for the six months ended June 30, 2004 was $682,000 compared to income of $1,464,000, a decrease of $782,000 or 53.4% from the same period in 2003. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings.

Trading profits were $432,000 for the six months ended June 30, 2004, an increase of $28,000 or 6.9% over the same period in 2003 due to an overall increase in trading margins for this period.

Interest and dividends for the six months ended June 30, 2004 were $180,000, a decrease of $63,000 or 25.9% from the same period in 2003 primarily due to lower interest rates and the maturing of municipal bonds that provided higher yields.

Total expenses for the six months ended June 30, 2004 were $12.0 million, a decrease of $288,000 or 2.3% from the same period in 2003.

Employee compensation and benefit costs for the six months ended June 30, 2004 were $5.3 million, an increase of $863,000 or 19.5% from the same period in 2003. This increase was primarily due to a higher trading volumes and an increase in commission payouts, an increase in bonus accruals and the expansion of the Company’s Capital Markets Group and New York Stock Exchange Floor Operations.

Clearing and floor brokerage costs for the six months ended June 30, 2004 were $1.4 million, a decrease of $467,000 or 24.5% from the same period in 2003 primarily due to increased volume of trade executions, offset by a one time commission rebate of $800,000 from the Company’s clearing firm.

Advertising and promotion expenses for the six months ended June 30, 2004 were $698,000, an increase of $34,000 or 5.1% from the same period in 2003 primarily due to management’s decision to spend more for advertising and promotion.

Communications expense for the six months ended June 30, 2004, was $1.3 million, a decrease of $204,000 or 13.7% from the same period in 2003 due to primarily management’s effort to control and maintain these costs.

Occupancy costs for the six months ended June 30, 2004 were $535,000, a decrease of $25,000 or 4.5% from the same period in 2003. This decrease was primarily due to the closing of the Your Discount Broker, Inc.’s (“YDB”) office in Aventura, Florida in 2003 and the combining of the Company’s Boca Raton office with YDB’s Boca Raton office in the second quarter of 2004.

Other general and administrative expenses for the six months ended June 30, 2004 were $2.8 million, a decrease of $483,000 or 14.9% from the same period in 2003. This decrease was primarily due to the elimination of product development costs relating to the Strategic Alliance between Siebert and Intuit, Inc.

For the six months ended June 30, 2004, there was a tax provision of $523,000 due to the Company’s income before income tax of $1,168,000. For the six months ended June 30, 2003, the benefit for income taxes was $37,000 due to loss before taxes of $86,000.

Liquidity and Capital Resources

The Company’s assets are highly liquid, consisting generally of cash and money market funds. The Company’s total assets at June 30, 2004 were $40.4 million. As of that date, $29.2 million, or 72%, of total assets were regarded by the Company as highly liquid.

Siebert is subject to the net capital requirements of the SEC, the NYSE and other regulatory authorities. At June 30, 2004, Siebert’s regulatory net capital was $16.3 million, $16.0 million in excess of its minimum capital requirement of $250,000.

The Company also intends to acquire additional shares of its common stock pursuant to its share buy back program.

Siebert has entered into a Secured Demand Note Collateral Agreement with SBS under which it is obligated to lend to SBS up to $1.2 million pursuant to a secured promissory note on a subordinated basis. Amounts pledged by Siebert under the facility are reflected on the Company’s balance sheet as “cash equivalents – restricted”. SBS pays Siebert interest on this amount at the rate of 10% per annum. The facility expires on August 31, 2005, at which time SBS is obligated to repay to Siebert any amounts borrowed by SBS thereunder.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Working capital is generally temporarily invested in dollar denominated money market funds and overnight certificates of deposits. These investments are not subject to material changes in value due to interest rate movements. The Company also invests in certain short-term municipal bonds, the values of which may fluctuate during the period they are held by the Company.

In the normal course of its business, Siebert enters into transactions in various financial instruments with off-balance sheet risk. This risk includes both market and credit risk, which may be in excess of the amounts recognized in the Company’s financial statements. Retail customer transactions are cleared through clearing brokers on a fully disclosed basis. If customers do not fulfill their contractual obligations, the clearing broker may charge Siebert for any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy the customers’ obligations. Siebert regularly monitors the activity in its customer accounts for compliance with its margin requirements. Siebert is exposed to the risk of loss on unsettled customer transactions if customers and other counter parties are unable to fulfill their contractual obligations.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1.Legal Proceedings

See Part 1-Item 1 “Notes to Consolidated Financial Statements-Intuit Lawsuit Update” with respect to the Company’s lawsuit against Intuit Inc. which was filed in New York State Supreme Court, County of New York on September 17, 2003, alleging, among other things, Intuit’s breach of contractual obligations, breach of fiduciary duties and misrepresentation and/or fraud, all relating to the Joint Brokerage services conducted under the Strategic Alliance Agreement between Siebert and Intuit.

The Company is involved in various routine lawsuits of a nature deemed by the Company customary and incidental to its business. In the opinion of management, the ultimate disposition of such actions will not have a material adverse effect on its financial position or results of operations.

Item 2.Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Period	Total Number Of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans(1)	MaximumNumber of Shares That May Yet Be Purchased Under The Plan
April 2004 May 2004 June 2004 Total	10,235 21,190 7,184 38,609	$4.78 $5.02 $4.14 $4.79	858,428 879,618 886,802 886,802	141,572 120,382 113,198 113,198

(1) On May 15, 2000, the Board of Directors of the Company authorized a buy back of up to one million shares of the Company’s common stock. Under this program, shares are purchased from time to time, at the Company’s discretion, in the open market and in private transactions.

Item 3.Defaults Upon Senior Securities

None

Item 4.Submission of Matters to a Vote of Security Holders

The Company held its annual meeting on June 30, 2004. At that meeting, the following matter was voted on and received the votes indicated:

(1) Election of Directors	For	%	Withheld

Muriel F. Siebert	21,658,846	99	132,085

Nicholas P. Dermigny	21,647,951	99	142,980

Patricia L. Francy	21,785,014	99	5,917

Jane H. Macon	21,775,014	99	15,917

Leonard M. Leiman	21,647,951	99	142,980

Nancy S. Peterson	21,785,864	99	5,067

Robert P. Mazzarella	21,657,951	99	132,900


Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

	(a)

		31.1	Certification of Muriel F. Siebert pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		31.2	Certification of Joseph M. Ramos, Jr. pursuant to Exchange Act Rule 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		32.1	Certification of Muriel F. Siebert of Periodic Financial Report under Section 906 of the Sarbanes-Oxley Act of 2002.

		32.2	Certification of Joseph M. Ramos, Jr. of Periodic Financial Report under Section 906 of the Sarbanes-Oxley Act of 2002.

	(b)	Reports on Form 8-K.

			None.

SIGNATURES

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 thereunto duly authorized.

	SIEBERT FINANCIAL CORP.

	By: /s/ Muriel F. Siebert
	Muriel F. Siebert
	Chairwoman and President
	(principal executive officer)

	Dated: August 16, 2004

	By: /s/ Joseph M. Ramos, Jr.
	Joseph M. Ramos, Jr.
	Executive Vice President and Chief Financial Officer
	(principal financial and accounting officer)

	Dated: August 16, 2004