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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 March 31, 2007                                      
|  |                                                                                    
|o | 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  o

Indicate
by check mark whether the registrant is a large accelerated, an accelerated
filer or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.

(Check one) Large Accelerated Filer o          Accelerated
Filer o          Non-Accelerated Filer x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes  o          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 May 1, 2007, there were
22,208,832 shares of Common Stock, par value $.01 per share, outstanding.

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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 us or by our officers, directors or
employees acting on our 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 our actual results to be materially
different from our 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 we do; prevalence of a flat fee
environment; decline in participation in equity or municipal finance
underwritings; limited trading opportunities; the method of placing trades by
our customers; computer and telephone system failures; our level of spending 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. We undertake 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 us involves
various risks, including those mentioned above and those which are detailed
from time to time in our Securities and Exchange Commission filings.

1

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Part
I - FINANCIAL INFORMATION

Item 1.
Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | ---------------- | - | ---------- | -
|                                                                                                                                                                                                                                   |  | March 31,
  2007 |            | December 31,2006 |  
|                                                                                                                                                                                                                                   |  | (unaudited)      |            |                  |  
|                                                                                                                                                                                                                                   |  |                  |            |                 
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|ASSETS                                                                                                                                                                                                                             |  |                  |            |                  |   |            |  
|Cash and cash equivalents                                                                                                                                                                                                          |  | $                | 32,368,000 |                  | $ | 32,606,000 |  
|Cash equivalents  restricted                                                                                                                                                                                                      |  |                  | 1,300,000  |                  |   | 1,300,000  |  
|Receivable from clearing
  broker                                                                                                                                                                                                  |  |                  | 2,487,000  |                  |   | 2,468,000  |  
|Furniture, equipment and
  leasehold improvements, net                                                                                                                                                                             |  |                  | 884,000    |                  |   | 510,000    |  
|Investment in and advances to
  equity investees                                                                                                                                                                                   |  |                  | 7,080,000  |                  |   | 6,765,000  |  
|Prepaid expenses and other
  assets                                                                                                                                                                                                |  |                  | 1,367,000  |                  |   | 1,211,000  |  
|Intangibles, net                                                                                                                                                                                                                   |  |                  | 1,104,000  |                  |   | 1,182,000  |  
|Deferred taxes                                                                                                                                                                                                                     |  |                  | 847,000    |                  |   | 827,000    |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|                                                                                                                                                                                                                                   |  | $                | 47,437,000 |                  | $ | 46,869,000 |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|LIABILITIES
  AND STOCKHOLDERS EQUITY                                                                                                                                                                                             |  |                  |            |                  |   |            |  
|Liabilities:                                                                                                                                                                                                                       |  |                  |            |                  |   |            |  
|Accounts payable and accrued
  liabilities                                                                                                                                                                                         |  |                  | 6,009,000  |                  |   | 6,460,000  |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|Contingencies                                                                                                                                                                                                                      |  |                  |            |                  |   |            |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|Stockholders equity:                                                                                                                                                                                                              |  |                  |            |                  |   |            |  
|Common stock, $.01 par value;
  49,000,000 shares authorized, 23,206,046 shares issued and 22,206,546 shares
  outstanding at March 31, 2007 and 23,202,046 shares issued and 22,202,546
  shares outstanding at December 31, 2006 |  |                  | 232,000    |                  |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                                                         |  |                  | 18,753,000 |                  |   | 18,719,000 |  
|Retained earnings                                                                                                                                                                                                                  |  |                  | 26,947,000 |                  |   | 25,962,000 |  
|Less: 999,500 shares of
  treasury stock, at cost at March 31, 2007 and December 31, 2006                                                                                                                                          |  |                  | (4,504,000 | )                |   | (4,504,000 | )
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|                                                                                                                                                                                                                                   |  |                  | 41,428,000 |                  |   | 40,409,000 |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  
|                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                   |  | $                | 47,437,000 |                  | $ | 46,869,000 |  
|                                                                                                                                                                                                                                   |  |                  |            |                  |   |            |  

See
notes to consolidated financial statements.

2

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|                                        
|----------------------------------------
|Siebert Financial Corp. &
  Subsidiaries
|Consolidated Statements of Income       
|(unaudited)                             

|                                           |  |                                |            |      |   |            | 
|------------------------------------------ |  | ------------------------------ | ---------- | ---- | - | ---------- | 
|                                           |  | Three Months Ended
  March 31, |           
|                                           |  |                                |           
|                                           |  | 2007                           |            | 2006 |  
|                                           |  |                                |            |      |  
|                                          
|Revenues:                                  |  |                                |            |      |   |            | 
|Commissions and
  fees                     |  | $                              | 6,561,000  |      | $ | 6,602,000  | 
|Investment
  banking                       |  |                                | 963,000    |      |   | 277,000    | 
|Trading profits                            |  |                                | 98,000     |      |   | 170,000    | 
|Income from
  equity investees             |  |                                | 934,000    |      |   | 405,000    | 
|Interest and
  dividends                   |  |                                | 450,000    |      |   | 376,000    | 
|                                           |  |                                |            |      |   |            | 
|                                           |  |                                | 9,006,000  |      |   | 7,830,000  | 
|                                           |  |                                |            |      |   |            | 
|                                           |  |                                |            |      |   |            | 
|Expenses:                                  |  |                                |            |      |   |            | 
|Employee
  compensation and benefits       |  |                                | 3,074,000  |      |   | 2,656,000  | 
|Clearing fees,
  including floor brokerage |  |                                | 1,409,000  |      |   | 1,491,000  | 
|Professional
  fees                        |  |                                | 1,033,000  |      |   | 875,000    | 
|Advertising and
  promotion                |  |                                | 348,000    |      |   | 435,000    | 
|Communications                             |  |                                | 385,000    |      |   | 451,000    | 
|Occupancy                                  |  |                                | 313,000    |      |   | 268,000    | 
|Other general
  and administrative         |  |                                | 745,000    |      |   | 703,000    | 
|                                           |  |                                |            |      |   |            | 
|                                           |  |                                | 7,307,000  |      |   | 6,879,000  | 
|                                           |  |                                |            |      |   |            | 
|                                           |  |                                |            |      |   |            | 
|Income before
  provision for income taxes |  |                                | 1,699,000  |      |   | 951,000    | 
|                                           |  |                                |            |      |   |            | 
|Provision for
  income taxes               |  |                                | 714,000    |      |   | 399,000    | 
|                                           |  |                                |            |      |   |            | 
|Net income                                 |  | $                              | 985,000    |      | $ | 552,000    | 
|                                           |  |                                |            |      |   |            | 
|                                           |  |                                |            |      |   |            | 
|Net income per
  share of common stock -   |  |                                |            |      |   |            | 
|Basic and
  Diluted                        |  | $                              | .04        |      | $ | .02        | 
|Weighted average
  shares outstanding -    |  |                                |            |      |   |            | 
|Basic                                      |  |                                | 22,203,346 |      |   | 22,122,968 | 
|Weighted average
  shares outstanding -    |  |                                |            |      |   |            | 
|Diluted                                    |  |                                | 22,313,728 |      |   | 22,139,428 | 

See notes to consolidated financial statements.

3

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|                                        
|----------------------------------------
|Siebert Financial Corp. &
  Subsidiaries
|Consolidated Statements of Cash
  Flows 
|(unaudited)                             

|                                                                                    |  |                                |            |      |   |            |  
|----------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ---- | - | ---------- | -
|                                                                                    |  | Three Months Ended
  March 31, |           
|                                                                                    |  |                                |           
|                                                                                    |  | 2007                           |            | 2006 |  
|                                                                                    |  |                                |            |      |  
|Cash flows from operating
  activities:                                             |  |                                |            |      |   |            |  
|Net income                                                                          |  | $                              | 985,000    |      | $ | 552,000    |  
|Adjustments to
  reconcile net income to net cash provided by operating activities: |  |                                |            |      |   |            |  
|Depreciation and
  amortization                                                     |  |                                | 163,000    |      |   | 193,000    |  
|Income from
  equity investees                                                      |  |                                | (934,000   | )    |   | (405,000   | )
|Distribution from
  equity investees                                                |  |                                | 1,153,000  |      |   | 503,000    |  
|Deferred taxes                                                                      |  |                                | (20,000    | )    |   | (10,000    | )
|Employee stock
  based compensation                                                 |  |                                | 23,000     |      |   | 74,000     |  
|Changes in:                                                                         |  |                                |            |      |   |            |  
|Receivable from
  clearing broker                                                   |  |                                | (19,000    | )    |   | 265,000    |  
|Prepaid expenses
  and other assets                                                 |  |                                | (156,000   | )    |   | (146,000   | )
|Accounts payable
  and accrued liabilities                                          |  |                                | (451,000   | )    |   | (895,000   | )
|                                                                                    |  |                                |            |      |   |            |  
|Net cash
  provided by operating activities                                         |  |                                | 744,000    |      |   | 131,000    |  
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Cash
  flows from investing activities:                                             |  |                                |            |      |   |            |  
|Purchase of
  furniture, equipment and leasehold improvements                       |  |                                | (459,000   | )    |   | (64,000    | )
|(Payment)
  Collection of advances made to equity investees                         |  |                                | (534,000   | )    |   | 42,000     |  
|                                                                                    |  |                                |            |      |   |            |  
|Net cash used in
  investing activities                                             |  |                                | (993,000   | )    |   | (22,000    | )
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Cash
  flows from financing activities:                                             |  |                                |            |      |   |            |  
|Proceeds from
  exercise of options                                                 |  |                                | 11,000     |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Net cash
  provided by financing activities                                         |  |                                | 11,000     |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Net (decrease) increase
  in cash and cash equivalents                              |  |                                | (238,000   | )    |   | 109,000    |  
|                                                                                    |  |                                |            |      |   |            |  
|Cash and cash
  equivalents - beginning of period                                   |  |                                | 32,606,000 |      |   | 30,980,000 |  
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Cash and cash
  equivalents - end of period                                         |  | $                              | 32,368,000 |      | $ | 31,089,000 |  
|                                                                                    |  |                                |            |      |   |            |  
|                                                                                    |  |                                |            |      |   |            |  
|Supplemental
  cash flow disclosures:                                               |  |                                |            |      |   |            |  
|Cash paid for:                                                                      |  |                                |            |      |   |            |  
|Income taxes                                                                        |  | $                              | 556,000    |      | $ | 618,000    |  

See notes to consolidated financial statements.

4

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Siebert
Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2007 and 2006
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | 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 and
  transactions have been eliminated. Investment in two entities in which the
  Company has ownership interests of 49% and 33.33%, respectively, are
  accounted for by the equity method. 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 accounting
  principles generally accepted in the United States of America. 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, 2006. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In December 2004, the Financial Accounting Standards
  Board (FASB) issued SFAS No. 123R Share-Based Payment (SFAS 123R),
  which requires all share-based payments to employees, including grants of
  employee stock options, to be recognized in the statement of operations as an
  operating expense, based on their fair values on grant date. Prior to the
  adoption of SFAS 123R the Company accounted for stock based compensation
  using the intrinsic value. The Company adopted the provision of SFAS No. 123R
  effective January 1, 2006, using the modified prospective transition method.
  Under the modified prospective method, non-cash compensation expense is
  recognized for the portion of outstanding stock option awards granted prior
  to the adoption of SFAS 123R for which service has not been rendered, and for
  any future stock option grants. Accordingly, periods prior to adoption have
  not been restated. The Company recognizes share-based compensation costs on a
  straight-line basis over the requisite service periods of awards. That cost
  is recognized as compensation expense over the service period, which would
  normally be the vesting period of the options.

5

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| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | The following table summarizes information related
  to options outstanding at March 31, 2007 and 2006:

|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|-------------------------------------------------- | --- | ------ | --------- | ------------------------------------- | - | ------ |  | ------------------------------------- | --------- | - | - | ---- | 
|                                                   |     | 2007   |           | 2006                                  |  
|                                                   |     |        |           |                                       |  
|                                                   |     | Shares |           | Weighted
  Average
  Exercise
  Price |   | Shares |  | Weighted
  Average
  Exercise
  Price |          
|                                                   |     |        |           |                                       |   |        |  |                                       |          
|                                                   |     |        |           |                                       |   |        |  |                                       |          
|Outstanding - beginning of the period              |     |        | 1,603,966 |                                       | $ | 4.28   |  |                                       | 1,768,610 |   | $ | 4.16 | 
|Granted                                            |     |        |          |                                       |   |       |  |                                       |          |   |   |     | 
|Forfeited                                          |     |        | (1,000    | )                                     | $ | 2.72   |  |                                       | (14,000   | ) | $ | 3.48 | 
|Exercised                                          |     |        | (4,000    | )                                     | $ | 2.72   |  |                                       |          |   |   |     | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|Outstanding - end of period                        | (a) |        | 1,598,966 |                                       | $ | 4.28   |  |                                       | 1,754,610 |   | $ | 4.16 | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|Fully vested and expected to vest at end of period | (b) |        | 1,516,466 |                                       | $ | 4.32   |  |                                       | 1,662,610 |   | $ | 4.18 | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 
|Exercisable at end of period                       | (b) |        | 1,516,466 |                                       | $ | 4.32   |  |                                       | 1,613,410 |   | $ | 4.14 | 
|                                                   |     |        |           |                                       |   |        |  |                                       |           |   |   |      | 

|    |                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------
|(a) | Weighted average remaining
  contractual terms of 4.4 years and aggregate intrinsic value of $313,000.
|    |                                                                                                       
|(b) | Weighted average remaining
  contractual terms of 4.2 years and aggregate intrinsic value of $268,000.

|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       |  |           |  |   |       | 
|------------------------- |  |  | -------------------- | --------- | ------------------------------------------------- |  | ------------------------------------- |  | -------------------- | ----- | ------------------------------------- |  | --------- |  | - | ----- | 
|March 31,
  2007          |  |  | Options Outstanding  |           | Options Exercisable                               | 
|                          |  |  |                      |           |                                                   | 
|Range
  Exercise
  Prices |  |  | Number
  Outstanding |           | Weighted
  Average
  Remaining
  Contractual Life |  | Weighted
  Average
  Exercise
  Price |  | Number
  Exercisable |       | Weighted
  Average
  Exercise
  Price | 
|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       | 
|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       | 
|$0.00- 2.31               |  |  |                      | 15,000    |                                                   |  | 5.5 Years                             |  | $                    | 2.12  |                                       |  | 12,000    |  | $ | 2.12  | 
|$2.32- 2.69               |  |  |                      | 4,800     |                                                   |  | 0.9 Years                             |  | $                    | 2.69  |                                       |  | 4,800     |  | $ | 2.69  | 
|$2.69- 2.81               |  |  |                      | 290,700   |                                                   |  | 4.6 Years                             |  | $                    | 2.78  |                                       |  | 251,200   |  | $ | 2.79  | 
|$2.81- 5.33               |  |  |                      | 1,280,966 |                                                   |  | 4.3 Years                             |  | $                    | 4.58  |                                       |  | 1,240,966 |  | $ | 4.58  | 
|$5.34-32.50               |  |  |                      | 7,500     |                                                   |  | 2.6 Years                             |  | $                    | 17.81 |                                       |  | 7,500     |  | $ | 17.81 | 
|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       |  |           |  |   |       | 
|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       |  |           |  |   |       | 
|$0.00-32.50               |  |  |                      | 1,598,966 |                                                   |  | 4.4 Years                             |  | $                    | 4.28  |                                       |  | 1,516,466 |  | $ | 4.32  | 
|                          |  |  |                      |           |                                                   |  |                                       |  |                      |       |                                       |  |           |  |   |       | 

As of March 31, 2007, there
was $142,000 of unrecognized compensation costs related to unvested options
which is expected to be recognized over a weighted-average period of 5 years.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 March
  31, 2007, Siebert had net capital of approximately $27,588,000 as compared
  with net capital requirements of $250,000.

6

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 March
  31, 2007, 999,500 shares have been purchased at an average price of $4.51 per
  share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | Intuit Lawsuit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Siebert filed a lawsuit
  against Intuit Inc. (Intuit) in New York State Supreme Court on September
  17, 2003 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. The
  Court denied Intuits motion to dismiss Sieberts causes of action for breach
  of fiduciary duty, breach of contractual obligations to pay shared expenses,
  promissory estoppel, and breach of the implied covenant of good faith and
  fair dealing. The Court granted Intuits motion to dismiss Sieberts causes
  of action for breach of the express covenant of good faith and fair dealing,
  misrepresentation and/or fraud, and its request for punitive damages. Intuit
  has counterclaimed against Siebert, seeking not less than $6.6 million.
  Siebert and Intuit have appealed from certain portions of the Courts
  decision and Siebert has also moved for reargument of that decision regarding
  punitive damages. In November 2005, Intuits counsel was disqualified by the
  Court from representing Intuit in this action. The Courts Appellate Division
  reversed the order of disqualification, but, thereafter, granted Sieberts
  motion for leave to appeal to the Court of Appeals, New Yorks highest court,
  which ordered all proceedings stayed pending Sieberts appeal. By decision
  dated May 8, 2007, the Court of Appeals affirmed the Appellate Divisions
  reversal of the order of disqualification. The Court of Appeals decision
  serves to terminate the stay of the proceedings, so that argument of
  Sieberts motion addressed to punitive damages may now be scheduled, and
  discovery, which was underway, may resume. The outcome of this matter cannot
  now be predicted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Siebert Brandford Shank & Co., LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Summarized
  financial data (presented in thousands) of Siebert Brandford Shank & Co.,
  LLC, (SBS) as of and for the three months ended March 31, 2007 and 2006 is
  set forth below. Siebert holds a 49% ownership interest in SBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                                                                                    |  |      |            |      |   |            | 
| | -------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | 
| |                                                                                                    |  | 2007 |            | 2006 |  
| |                                                                                                    |  |      |            |      |  
| |                                                                                                    |  |      |            |      |  
| | Total assets including secured demand note
  of $1,200,000 in each period due from Siebert         |  | $    | 30,527,000 |      | $ | 25,058,000 | 
| | Total liabilities including subordinated
  liabilities of $1,200,000 in each period due to
Siebert |  |      | 18,951,000 |      |   | 17,587,000 | 
| | Total members capital                                                                             |  |      | 11,576,000 |      |   | 7,472,000  | 
| | Total revenues                                                                                     |  |      | 7,657,000  |      |   | 5,393,000  | 
| | Net income                                                                                         |  |      | 1,902,000  |      |   | 878,000    | 

| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert
  charged SBS $60,000 during each period for general and administrative
  services, which Siebert believes approximates the cost of furnishing such
  services.

7

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Sieberts
  share of undistributed earnings from SBS amounted to $5,280,000 and
  $3,269,000 at March 31, 2007 and 2006, 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 net capital requirements.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | SBS Financial Products Company, LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company
  entered into an Operating Agreement, effective as of April 19, 2005 (the
  Operating Agreement), with the two individual principals of SBS (the
  Principals) for the formation of SBS Financial Products Company, LLC, a
  Delaware limited liability company (SBSFPC). Pursuant to the terms of the
  Operating Agreement, the Company and each of the Principals made an initial
  capital contribution of $400,000 in exchange for a 33.33% initial interest in
  SBSFPC. SBSFPC engages in derivatives transactions related to the municipal
  underwriting business. The Operating Agreement provides that profit will be
  shared 66.66% by the Principals and 33.33% by the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
  Companys share of undistributed earnings of SBSFPC amounts to $837,000 and
  $160,000 at March 31, 2007 and 2006, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Summarized
  financial data of SBSFPC as of and for the three months March 31, 2007 and
  2006 is set forth below. Siebert holds a 33.33% ownership interest in SBSFPC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                        |  |      |            |      |   |           |  
| | ---------------------- |  | ---- | ---------- | ---- | - | --------- | -
| |                        |  | 2007 |            | 2006 |  
| |                        |  |      |            |      |  
| | Total assets           |  | $    | 42,341,000 |      | $ | 6,500,000 |  
| | Total liabilities      |  |      | 38,629,000 |      |   | 4,820,000 |  
| | Total members capital |  |      | 3,712,000  |      |   | 1,681,000 |  
| | Total revenues         |  |      | 184,000    |      |   | 29,000    |  
| | Net income (loss)      |  |      | 7,000      |      |   | (77,000   | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Siebert
  terminated the fully disclosed clearing agreement (the Clearing Agreement)
  with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin &
  Jenrette Securities Corporation) (Pershing) in 2003. Based on consultation
  with counsel, Siebert believes that the $1,500,000 that it advanced to
  Pershing in January 2003 should have been returned and that Pershing may be
  liable for damages. Pershing expressed its belief that it was 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 received a release for the $3 million related to disputed claims for
  unreimbursed fees and costs via a Limited Release in 2005. In 2004, Siebert
  decided not to commence proceedings against Pershing and charged off the
  $1,500,000 advance to Pershing. Siebert believes the Pershing claims are
  without merit and that the ultimate outcome of this matter will not have a
  material adverse effect on the Companys results of operations or financial
  position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9. | New Accounting Pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In June
  2006, the Financial Accounting Standards Board (FASB) issued FASB
  Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
  interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the
  accounting for uncertainties in income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

8

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | recognized in a companys financial statements in accordance with Statement 109 and prescribes a recognition threshold and
  measurement attributable for financial disclosure of tax positions taken or
  expected to be taken on a tax return. Additionally, FIN 48 provides guidance
  on derecognition, classification, interest and penalties, accounting in
  interim periods, disclosure and transition. We adopted the provisions of FIN
  48 as of January 1, 2007. The adoption of FIN 48 did not impact our financial
  position, results of operations or cash flows for the three months ended
  March 31, 2007. The Company is not subject to any tax examination for any
  federal or major state tax jurisdiction for the years prior to 2003.

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

This
discussion should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2006, and our
unaudited Consolidated Financial Statements and the Notes thereto contained
elsewhere in this Quarterly Report.

Business Environment

The
market activity has improved in the first quarter of 2007 due to positive
earnings news and despite signs of a slow down in home sales and surging oil
prices. Competition in the brokerage industry remains intense.

Like
other securities firms, we are 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 our 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

On
May 15, 2000, our board of directors authorized the repurchase of up to
1,000,000 shares of our common stock. Shares will be purchased from time to
time, in our discretion, in the open market and in private transactions.
Through March 31, 2007, 999,500 shares have been purchased at an average price
of $4.51 per share. We intend 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

We
generally follow accounting policies standard in the brokerage industry and
believe that our policies appropriately reflect our financial position and
results of operations. Our management makes significant estimates that effect
the reported amounts of assets, liabilities, revenues and expenses and the
related disclosure of contigent assets and liabilities included in the
financial statements. The estimates relate primarily to revenue and expense
items in the normal course of business as to which we receive no confirmations,
invoices, or other documentation at the time the books are closed for a period.
We use our best judgment, based on our knowledge of these revenue transactions
and expenses incurred, to estimate the amounts of such revenue and expense. We
are not aware of any material differences between the estimates used in closing
our books for the last five years and the actual amounts of revenue and
expenses incurred when we subsequently receive the actual confirmations,
invoices or other documentation. Estimates are also used in determining the
useful lives of intangible assets, and the fair market value of intangible
assets. Our management believes that its estimates are reasonable.

9

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Results of Operations

We
believe that our business is performing relatively well, given the current
business environment for discount, online and institutional brokers. We had net
income of $985,000 for the three months ended March 31, 2007.

Three Months Ended
March 31, 2007 Compared to Three Months Ended March 31, 2006

Total
revenues for the three months ended March 31, 2007 were $9.0 million, an
increase of $1.2 million or 15.0% from the same period in 2006.

Commission
and fee income for the three months ended March 31, 2007 was $6.6 million, a
decrease of $41,000 or 1.0% from the same period in 2006 due to a decrease in
retail customers trading volumes offset by an increase in commissions
generated by the commission recapture and institutional trading operations for
the same period in 2006.

Investment
banking revenues for the three months ended March 31, 2007 were $963,000, an
increase of $686,000 or 247.7% from the same period in 2006 due to a
significant increase in activity in the new issue equity and debt markets.

Income
from Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended March 31, 2007 was $932,000 compared to income of $430,000, an
increase of $502,000 or 116.7% from the same period in 2006. This increase was
due to SBS participating in more managed and co-managed transactions. SBS serves
as an underwriter for municipal bond offerings. Income from our equity
investment in SBS Financial Products Company, LLC, an entity in which we hold a
33% equity interest (SBSFPC) for the three months ended March 31, 2007, was
$2,000 as compared to a loss of $25,000 from the same period in 2006. This
increase is due to the mark to market of the positions. SBSFPC engages in
derivatives transactions related to the municipal underwriting business.

Trading
profits were $98,000 for the three months ended March 31, 2007, a decrease of
$72,000 or 42.4% from the same period in 2006 due to an overall decrease in
trading volume.

Interest
and dividends for the three months ended March 31, 2007 were $450,000, an
increase of $74,000 or 19.7% from the same period in 2006 primarily due to
higher interest rates and higher cash balances.

Total
expenses for the three months ended March 31, 2007 were $7.3 million, an
increase of $428,000 or 6.2% from the same period in 2006.

Employee
compensation and benefit costs for the three months ended March 31, 2007 was
$3.1 million, an increase of $418,000 or 15.7% for the same period in 2006.
This increase was due to an increase in commissions paid based on production
and bonus accruals offset by a decrease in employee health benefits and the
cost expensing of employee stock options.

Clearing
and floor brokerage costs for the three months ended March 31, 2007 were $1.4
million, a decrease of $82,000 or 5.5% from the same period in 2006 due to
decreased volume of trade executions for retail customers offset by an increase
in listed floor executions for institutional customers.

Professional
fees were $1.0 million for the three months ended March 31, 2007, an increase
of $158,000, or 18.1% for the same period in 2006 primarily relating to an
increase in legal fees relating to the Intuit case and other compliance issues
and consulting fees relating to Sarbanes-Oxley.

10

---



Advertising
and promotion expenses for the three months ended March 31, 2007 were $348,000,
a decrease of $87,000 or 20.0% from the same period in 2006 primarily due to
the production and airing of television commercials in the Florida region in
the first quarter 2006.

Communications
expense for the three months ended March 31, 2007, was $385,000, a decrease of
$66,000 or 14.6% from the same period in 2006 from actively pursuing
alternative vendors and utilizing new technologies.

Occupancy
costs for the three months ended March 31, 2007 were $313,000, an increase of
$45,000 or 16.8% from the same period in 2006 due to an increase in rents in
the Florida branches and California office.

Other
general and administrative expenses were $745,000, an increase of $42,000 or
6.0% from the same period in 2006 primarily due to an increase in placement
fees, employee training, travel and entertainment and printing costs offset by
decreases in depreciation and amortization expenses and registration fees.

For
the three months ended March 31, 2007 and March 31, 2006, we recorded a
provision for taxes of $714,000 and $399,000, respectively, due to our income
before tax of $1,699,000 and $951,000, respectively.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash, money market funds and
commercial paper. Our total assets at March 31, 2007 were $47 million. As of
that date, $35 million, or 74%, of our 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 March 31, 2007, Sieberts regulatory net capital was
$27.6 million, $27.3 million in excess of its minimum capital requirement of
$250,000.

We
also intend 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 our balance sheet as cash equivalents  restricted.
SBS pays Siebert interest on this amount at the rate of 8% per annum. The
facility expires on August 31, 2008, 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. We also invest in
certain short-term municipal bonds, the values of which may fluctuate during
the period they are held by us.

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 our
financial statements. Retail customer transactions are cleared

11

---



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 counterparties are unable to fulfill their contractual
obligations.

Item 4T. Controls and Procedures

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

There were no changes in our
internal controls over financial reporting that occurred during our most recent
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

12

---



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.

We
are involved in various routine lawsuits of a nature we deem to be customary
and incidental to our 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 1A. Risk
Factors

In
addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2006, which
could materially affect our business, financial position and results of
operations. There are no material changes from the risk factors set forth in
Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year
ended December 31, 2006.

Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds

On
May 15, 2000, our Board of Directors 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 our discretion, in the open market and in
private transactions. A summary of our
repurchase activity for the three months ended March 31, 2007 is as follow:

|                |  |                                                      |   |                                |  |                                                                             |  |                                                                           |         |  |  |     | 
|--------------- |  | ---------------------------------------------------- | - | ------------------------------ |  | --------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ------- |  |  | --- | 
|Period          |  | Total Number
  Of Shares
  Purchased
  During Period |   | Average Price
  Paid Per Share |  | Total Number of
  Shares Purchased 
  as Part of Publicly
  Announced Plans |  | Maximum
  Number of Shares
  That May Yet Be
  Purchased Under
  The Plan |        
|                |  |                                                      |   |                                |  |                                                                             |  |                                                                           |        
|January 2007    |  |                                                      | 0 |                                |  |                                                                             |  |                                                                           | 999,500 |  |  | 500 | 
|                |  |                                                      |   |                                |  |                                                                             |  |                                                                           |         |  |  |     | 
|February
  2007 |  |                                                      | 0 |                                |  |                                                                             |  |                                                                           | 999,500 |  |  | 500 | 
|                |  |                                                      |   |                                |  |                                                                             |  |                                                                           |         |  |  |     | 
|March 2007      |  |                                                      | 0 |                                |  |                                                                             |  |                                                                           | 999,500 |  |  | 500 | 
|                |  |                                                      |   |                                |  |                                                                             |  |                                                                           |         |  |  |     | 
|Total           |  |                                                      | 0 |                                |  |                                                                             |  |                                                                           | 999,500 |  |  | 500 | 

Item 3. Defaults
Upon Senior Securities

None

13

---



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

None

Item 5. Other
Information

None

Item 6. Exhibits

| |      |                                                                                                                                                             
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                     

14

---



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: May
  15, 2007    
| |                           |                                                                                                                             
| | By:                       | /s/ Joseph M. Ramos, Jr.                                                                                                    
| |                           |                                                                                                                              | 
| |                           | Joseph M.
  Ramos, Jr.
  Executive Vice President and Chief Financial Officer
  (principal financial and accounting officer)
| |                           |                                                                                                                             
| | Dated: May
  15, 2007    

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