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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

  [X]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

  [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the transition period from _____________ to _____________

                          Commission file number 0-5703

                             Siebert Financial Corp.
             (Exact name of registrant as specified in its charter)

                  New York                           11-1796714
--------------------------------------------------------------------------------
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

   885 Third Avenue, New York , New York                 10022
--------------------------------------------------------------------------------
  (Address of principal executive offices)            (Zip Code)

Registrant's telephone number  (212) 644-2400

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class               Name of each exchange on which registered
           None                                          None
           ----                                          ----


         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X] No

         Indicate by check mark if disclosure  of delinquent  filers in response
to Item 405 of Regulation S-K (ss.  229.405) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

         The number of shares of the Registrant's  outstanding  Common Stock, as
of March 17, 2000,  was  22,894,745  shares.  The aggregate  market value of the
Registrant's Common Stock held by non-affiliates of the Registrant (based on the
closing  price of the Common Stock as reported by the NASDQ  National  Market on
March 17, 2000 and the assumption for this  computation  only that all directors
and executive officers are affiliates) was $278,301,800.

         Documents  Incorporated  by  Reference:  Proxy  Statement  to be  filed
pursuant to  Regulation  14A of the  Exchange  Act on or before  April 30, 2000,
incorporated by reference into Parts II and III.

================================================================================


<PAGE>

Special Note Regarding Forward-Looking Statements

         Except for  historical  information  contained in this Annual Report on
Form 10-K, the matters discussed in this report contain certain  forward-looking
statements that involve risks and uncertainties  that could cause actual results
to differ materially from those anticipated in the  forward-looking  statements.
Factors  that may cause such  differences  include,  but are not limited to: the
volume of trading of securities on stock  exchanges and in the  over-the-counter
markets;  the method of placing trades by our customers;  computer and telephone
system failures; the effects of competitors pricing and technology developments,
telephone  waiting  time for  servicing  of  accounts;  the  effects of industry
regulation and changing  industry  practices,  customs;  changes in revenues and
profit margin due to the cyclical securities  markets;  the level of spending on
advertising and promotion;  short or long-term  decline in securities prices and
trading volumes; and, the effect of losses from customer non-payment of balances
due.

                                     PART I

Item 1. BUSINESS

General

         Siebert  Financial  Corp.  (the  "Company")  is a holding  company that
conducts all of its business  activities  in the retail  discount  brokerage and
investment banking business through its wholly-owned subsidiary,  Muriel Siebert
& Co., Inc., a Delaware corporation ("Siebert"). Muriel Siebert, the first woman
member of the New York Stock Exchange,  is the Chairwoman and President and owns
approximately 87% of the outstanding common stock, par value $.01 per share (the
"Common Stock") of the Company.

         The Company was ranked first among discount brokerage firms in the July
1999 issue of Smart Money Magazine based in part on Web reliability and customer
service and was one of two top ranked,  five star on-line brokers in Kiplinger's
Personal   Finance   Magazine's   November  1999  issue,   based  in  part  upon
responsiveness and good executions.  In addition, unlike many discount brokerage
firms,  Siebert offers a wide variety of  underwriting  and  investment  banking
services.  These services offered through its Capital Markets division,  include
acting  as  senior  manager,   co-manager  or  otherwise  participating  in  the
underwriting  or sales  syndicates  of  municipal,  corporate  debt and  equity,
government agency and mortgage/asset back securities issues.

         Siebert  Financial Corp.  became a reporting  company through a merger,
effective  on  November  8, 1996,  with J.  Michaels,  Inc.  ("JMI"),  a company
incorporated  in the State of New York in 1934, with which it was not previously
associated.

          Following the merger, JMI's fiscal year was changed to December 31 and
its name was changed to Siebert Financial Corp.

Business Overview

         Siebert's  principal  activity is providing  Internet  and  traditional
discount brokerage and related services to retail investors. Through its Capital
Markets  division,  Siebert also offers  institutional  clients equity execution
services on an agency basis as well as equity and fixed income  underwriting and
investment  banking  services.  The  Company  believes  that  it is the  largest
Woman-Owned  Business  Enterprise ("WBE") in the capital markets business in the
country through Siebert and the largest Minority and Women's Business Enterprise
("MWBE") in the tax-exempt  underwriting business in the country through its 49%
interest in  Siebert,Brandford,  Shank & Co., LLC  ("SBS"),  which was formed in
Delaware in 1998.


                                      -2-


<PAGE>

The Retail Division

         Discount  Brokerage  and Related  Services.  Siebert  became a discount
broker on May 1, 1975,  a date that  would  later come to be known as "May Day."
Siebert believes that it has been in business and a member of The New York Stock
Exchange,  Inc.  (the "NYSE")  longer than any other  discount  broker.  In 1998
Siebert  began  to  offer  its  customers   access  to  their  accounts  through
SiebertNet, its Internet website.

         Siebert's focus in its discount  brokerage  business is to serve retail
clients  seeking a wide  selection  of quality  investment  services,  including
trading with a broker on the telephone or via the Internet,  at commissions that
are substantially lower than those of full-commission firms and competitive with
the  national   discount   brokerage   firms.   Siebert  clears  all  securities
transactions  on a fully  disclosed basis through  National  Financial  Services
Corp.  ("NFSC"), a wholly owned subsidiary of Fidelity  Investments.  NFSC, with
over  $9  billion  in  assets,  adds  state-of-the-art  technology  as  well  as
back-office  experience  to the  operations of Siebert  supplementing  Siebert's
in-house systems.

         Siebert  serves  investors  who make  their own  investment  decisions.
Siebert seeks to assist its customers in their investment  decisions by offering
a number of value added services,  including easy access to account information.
The firm  provides its  customers  with  information  via  toll-free 800 service
direct to its representatives,  Monday through Friday between 7:30 a.m. and 7:30
p.m. Eastern Time.  Through its SiebertNet,  Mobile Broker,  inter-active  voice
recognition  and Siebert  MarketPhone  services,  24-hour access is available to
customers.

         Independent Retail Execution Services.  Siebert offers what it believes
to be the best possible trade  executions  for customers.  Siebert does not make
markets in securities,  nor does it position against customer orders.  Siebert's
listed orders are routed in a manner to afford all customers the opportunity for
price improvement on all orders.  Through a service called NYSE Prime1,  Siebert
also has the ability to document to customers all price improvements received on
orders  executed on the NYSE when orders are filled at better than the  National
Best Bid/Offer.

         The firm's OTC orders are executed  through a network of NASDAQ  market
makers with no single market maker executing all trades. Additionally,  the firm
offers customers execution services through the SelectNet2 and Instinet3 systems
for an additional  fee.  These systems give  customers  access to all Electronic
Communication  Networks  listed on  SelectNet  and to Instinet  before and after
regular  market  hours.  Siebert  believes  that its OTC  executions  afford its
customers  the best  possible  opportunity  for  consistent  price  improvement.
Siebert does not have any affiliation  with market makers and therefore does not
execute OTC trades through affiliated market makers.

         Representatives  assist  clients in buying,  selling  or  shopping  for
competitive  yields  of fixed  income  securities,  including  municipal  bonds,
corporate  bonds,  U.S.  Treasuries,   mortgage-backed  securities,   Government
Sponsored Enterprises, Unit Investment Trusts or Certificates of Deposit.

         Retail  Customer  Service.  Siebert  believes  that  superior  customer
service enhances its ability to compete with larger discount brokerage firms and
therefore  provides retail  customers,  at no additional  charge,  with personal
service via toll-free access to dedicated  customer support personnel for all of
its products and services. Customer service personnel are located in each branch
office of the firm.

--------------------------
1   NYSE Prime is a service mark of the New York Stock Exchange, Inc.
2   SelectNet is a trademark of NASDAQ Stock Market, Inc.
3   Instinet is a trademark of Reuters Group PLC.


                                      -3-


<PAGE>

         Retirement   Accounts.   Siebert   offers   customers   a  variety   of
self-directed   retirement   accounts   for  which  it  acts  as  agent  on  all
transactions.  Custodial services are provided through an affiliate of NFSC, the
firm's clearing agent, which also serves as trustee for such accounts. Each IRA,
SEP IRA,  ROTH IRA,  401(k) and KEOGH  account can be invested in mutual  funds,
stocks, bonds and other investments in a consolidated account.

         Customer  Financing.  Customers  margin  accounts  are carried  through
Siebert's clearing agent, which lends customers a portion of the market value of
certain   securities   held  in  the  customer's   account.   Margin  loans  are
collateralized  by these  securities.  Customers may sell securities  short in a
margin account,  subject to minimum equity and applicable  margin  requirements,
and the availability of such securities to be borrowed.

         In permitting a customer to engage in transactions, Siebert assumes the
risk of its customers'  failure to meet the customer's  obligations in the event
of adverse changes in the market value of the securities positions. Both Siebert
and its clearing agent reserve the right to set margin  requirements higher than
those established by the Federal Reserve Board.

         Risk Management. Major risks facing the Company fall into two principal
categories:  systems and credit. Systems,  including communications and trading,
are  critical  to the  Company's  operations.  Although  the  Company  maintains
redundancy in certain systems,  failures could have a material adverse affect on
the Company's  operations.  Customers who fail to pay for their purchases or who
fail to maintain the minimum  required  collateral for amounts  borrowed against
securities positions represent the principal credit risk facing the Company

         Information  Systems.  Siebert's operations rely heavily on information
processing and  communications  systems.  The system for  processing  securities
transactions  is highly  automated.  Registered  representatives  equipped  with
computer  terminals  that  can  access  customer  account  information,   obtain
securities prices and related information and enter and confirm orders online.

         To support its  customer  service  delivery  systems,  as well as other
applications such as clearing functions, account administration,  record keeping
and direct  customer  access to  investment  information,  Siebert  maintains  a
computer  network.  Through its clearing  agent,  Siebert's  computers  are also
linked to the major registered United States securities exchanges,  the National
Securities Clearing Corporation and The Depository Trust Company. Failure of the
information processing or communication systems for a significant period of time
could limit the ability to process a large volume of transactions accurately and
rapidly.  This could cause  Siebert to be unable to satisfy its  obligations  to
customers and other securities firms, and could result in regulatory violations.
External  events,  such as an  earthquake  or power  failure,  loss of  external
information  feeds,  such as  security  price  information,  as well as internal
malfunctions, such as those that could occur during the implementation of system
modifications, could render part or all of such systems inoperative.

         To enhance the reliability of the system and integrity of data, Siebert
maintains  carefully  monitored  backup and recovery  functions.  These  include
logging of all critical files intra-day, duplication and storage of all critical
data outside of its central computer site each evening,  and trading  facilities
for backup and communications in each of its branches.

         Credit  Management.  Siebert has  established  policies with respect to
maximum  purchase  commitments  for new customers or customers  with  inadequate
collateral to support a requested  purchase.  Managers have some  flexibility in
the allowance of certain  transactions.  When transactions  occur outside normal
guidelines,  accounts are monitored  closely  until their payment  obligation is
completed;  if the  customer  does not meet the  commitment,  steps are taken to
close out the position and  minimize any loss.  Siebert has not had  significant
credit losses in the last five years.


                                      -4-


<PAGE>

Capital Markets Division

         In 1991, Siebert created its Capital Markets division,  which serves as
a  co-manager,  underwriting  syndicate  member,  selling group member on a wide
spectrum of securities offerings for corporations and Federal agencies.

         Principal  activities of the Capital  Markets  Division are  investment
banking and institutional equity execution services.

         During 1996, Siebert formed the Siebert,  Brandford,  Shank division of
the  investment  banking group to enhance the activities of Siebert's tax exempt
underwriting.  The  operations of the Siebert,  Brandford,  Shank  division were
moved on July 1,  1998 to a newly  formed  entity,  SBS.  Two  individuals,  Mr.
Napoleon  Brandford  and Ms.  Suzanne  F.  Shank,  own 51% of the equity and are
entitled  to 51% of the  net  profits  of SBS and  Siebert  is  entitled  to the
balance.  SBS has made  Siebert  a more  significant  factor  in the tax  exempt
underwriting  area,  and  is  expected  to  enhance  Siebert's   government  and
institutional  relationships as well as the breadth of products that can be made
available to retail clients.

         In addition to occupying a portion of Siebert's existing offices in New
York, SBS operates out of offices in San Francisco,  Seattle,  Houston, Chicago,
Detroit, Los Angeles, Washington, DC and Dallas.

         To date, the Siebert, Brandford, Shank division and SBS have co-managed
offerings  of  approximately   $63  billion  and  senior  managed  offerings  of
approximately $2.2 billion. Clients include the States of California,  Texas and
Washington and the Cities of Chicago, Detroit and St. Louis.

         Certain  risks  are  involved  in  the   underwriting   of  securities.
Underwriting  syndicates  agree to purchase  securities  at a discount  from the
initial  public  offering  price.  If the  securities  must  be sold  below  the
syndicate  cost, an underwriter  is exposed to losses on the securities  that it
has committed to purchase.  In the last several years,  investment banking firms
have  increasingly  underwritten  corporate and municipal  offerings  with fewer
syndicate participants or, in some cases, without an underwriting  syndicate. In
these  cases,  the  underwriter  assumes a larger  part or all of the risk of an
underwriting  transaction.  Under Federal  securities laws, other laws and court
decisions,  an  underwriter is exposed to  substantial  potential  liability for
material  misstatements  or omissions of fact in the prospectus used to describe
the securities  being offered.  While  municipal  securities are exempt from the
registration  requirements  of the  Securities  Act  of  1933,  underwriters  of
municipal securities nevertheless are exposed to substantial potential liability
in connection with material  misstatements  or omissions of fact in the offering
documents prepared in connection with offerings of such securities.

 Current Developments.

         On January 15, 1999, the Company  completed a rights  offering in which
existing  stockholders  received the right to purchase one share of Common Stock
at $7.50 for each  share of  Common  Stock  owned of record as of July  29,1998.
Approximately  961,000 shares of Common Stock were issued pursuant to the rights
offering,  generating net proceeds to the Company of  approximately  $7,000,000,
after payment of offering expenses of approximately $270,000.


                                      -5-


<PAGE>

         In January 1999, the Company,  through its clearing agent, unveiled its
new interactive  two-way pager service,  MobileBroker  that allows  customers to
make equity  trades,  receive  confirmations,  get real-time  quotes and alerts,
access  account  data,  send and receive  e-mail and more.  In  September  1999,
Siebert, through its clearing agent, introduced its voice recognition technology
allowing customers to use "natural language" to obtain stock quotes, make trades
and check balances.

         Siebert's  commission income per customer trade continues to trend down
as the number of trades  executed on SiebertNet  increases.  For the year,  1999
SiebertNet  trades accounted for approximately 46% of all Siebert retail trades,
excluding trades of customers of the Andrew Peck division,  because customers of
that division do not yet have access to SiebertNet.

         On May 28, 1999, the Company consummated the acquisition of Andrew Peck
Associates,  Inc. ("Peck").  Under the terms of the acquisition agreement,  Peck
was merged with and into Siebert and the separate  existence of Peck ceased. All
of the common stock of Peck outstanding was converted into 600,000 shares of the
Company's  common stock.  The merger is accounted for as a pooling of interests.
Accordingly,  the Company's  financial  statements have been restated to include
the results of Peck for all periods presented.

         On August  11,  1999,  the  Company's  common  stock was  approved  for
quotation on the NASDAQ National Market System.


Advertising, Marketing and Promotion

         Siebert develops and maintains its retail customer base through printed
advertising in financial  publications,  broadcast commercials over national and
local cable TV channels,  as well as promotional  efforts and public appearances
by Ms. Siebert.  Additionally,  a significant portion of the firm's new business
is developed directly from referrals by satisfied customers.

Competition

         Siebert encounters significant competition from full-commission, online
and discount  brokerage  firms, as well as from financial  institutions,  mutual
fund sponsors and other organizations many of which are significantly larger and
better  capitalized than Siebert.  There are currently over 150 online brokerage
firms. The general  financial  success of the securities  industry over the past
several years has strengthened existing competitors.  Siebert believes that such
success will continue to attract additional competitors such as banks, insurance
companies,  providers of online financial and information services and others as
they expand their product  lines.  Many of these  competitors  are larger,  more
diversified, have greater capital resources, and offer a wider range of services
and financial products than Siebert. Some such firms are offering their services
over the  facilities of the Internet and have devoted more resources to and have
more elaborate web sites than the Company.  Siebert competes with a wide variety
of vendors of financial  services for the same customers.  Siebert believes that
its main competitive advantages are excellent executions,  high quality customer
service,  responsiveness,  cost and products  offered and the breadth of product
line.

Regulation

         The  securities  industry in the United  States is subject to extensive
regulation  under both  Federal  and state laws.  The SEC is the Federal  agency
charged  with   administration  of  the  Federal  securities  laws.  Siebert  is
registered  as  a  broker-dealer  with  the  SEC,  the  NYSE  and  the  National
Association  of  Securities   Dealers  ("NASD").   Much  of  the  regulation  of
broker-dealers has been delegated to self-regulatory organizations,  principally
the NASD and national  securities  exchanges such as the NYSE which is Siebert's
primary  regulator with respect to financial and operational  compliance.  These
self-regulatory  organizations  adopt  rules  (subject  to  approval by the SEC)
governing  the industry and conduct  periodic  examinations  of  broker-dealers.
Securities firms are also subject to regulation by state securities  authorities
in  the  states  in  which  they  do  business.   Siebert  is  registered  as  a
broker-dealer in 49 states, the District of Columbia and Puerto Rico.


                                      -6-


<PAGE>

         The principal  purpose of regulations and discipline of  broker-dealers
is  the  protection  of  customers  and  the  securities  markets,  rather  than
protection of creditors and stockholders of  broker-dealers.  The regulations to
which  broker-dealers are subject cover all aspects of the securities  business,
including  training  of  personnel,   sales  methods,  trading  practices  among
broker-dealers, uses and safekeeping of customers' funds and securities, capital
structure of securities firms, record keeping,  fee arrangements,  disclosure to
clients,  and the  conduct of  directors,  officers  and  employees.  Additional
legislation,  changes  in rules  promulgated  by the SEC and by  self-regulatory
organizations or changes in the  interpretation  or enforcement of existing laws
and rules may  directly  affect the method of  operation  and  profitability  of
broker-dealers and investment advisers. The SEC,  self-regulatory  organizations
and state securities  authorities may conduct  administrative  proceedings which
can result in censure,  fine, cease and desist orders or suspension or expulsion
of a  broker-dealer  or an investment  adviser,  its officers or its  employees.
Neither the Company nor Siebert has been the subject of any such  administrative
proceedings.

         As a registered broker-dealer and NASD member organization,  Siebert is
required  by  Federal  law to  belong  to  the  Securities  Investor  Protection
Corporation  ("SIPC")  which  provides,  in the  event of the  liquidation  of a
broker-dealer,  protection for securities held in customer  accounts held by the
firm of up to $500,000  per  customer,  subject to a  limitation  of $100,000 on
claims for cash balances.  The SIPC is funded through  assessments on registered
broker-dealers.  In addition, Siebert, through its clearing agent, has purchased
from private insurers additional account protection up to the net asset value of
each account. as defined, for customer securities positions only. Stocks, bonds,
mutual funds and money market funds are considered  securities and are protected
on a  share  basis  for  the  purposes  of SIPC  protection  and the  additional
protection.  Neither SIPC  protection nor the additional  protection  applies to
fluctuations in the market value of securities.

         Siebert is also authorized by the Municipal Securities Rulemaking Board
to effect  transactions  in municipal  securities on behalf of its customers and
has obtained certain additional  registrations with the SEC and state regulatory
agencies necessary to permit it to engage in certain other activities incidental
to its brokerage business.

         Margin  lending  arranged by Siebert is subject to the margin  rules of
the Board of Governors of the Federal  Reserve  System and the NYSE.  Under such
rules, broker-dealers are limited in the amount they may lend in connection with
certain  purchases and short sales of securities and are also required to impose
certain  maintenance  requirements  on the amount of securities and cash held in
margin accounts. In addition, those rules and rules of the Chicago Board Options
Exchange  govern the amount of margin  customers  must  provide and  maintain in
writing uncovered options.

         Certain States and their Agencies offer preferential treatment to Woman
and Minority owned firms. These programs are known as quotas or set-asides. Some
of the States are reconsidering the preferential  programs. Ms. Siebert believes
that, irrespective of the legal requirements, as long as there is a "sensitivity
to diversity and competitive equality," opportunities will be available for WBEs
and MWBEs.

Net Capital Requirements

         As a registered broker-dealer,  Siebert is subject to the SEC's Uniform
Net Capital Rule (Rule  15c3-1) (the "Net  Capital  Rule"),  which has also been
adopted through incorporation by reference in NYSE Rule 325. Siebert is a member
firm of the NYSE and the  NASD.  The Net  Capital  Rule  specifies  minimum  net
capital  requirements  for all  registered  broker-dealers  and is  designed  to
measure  financial  integrity  and  liquidity.  Failure to maintain the required
regulatory net capital may subject a firm to suspension or expulsion by the NYSE
and the NASD,  certain punitive  actions by the SEC and other regulatory  bodies
and, ultimately, may require a firm's liquidation.


                                      -7-


<PAGE>

         Regulatory   net  capital  is  defined  as  net  worth   (assets  minus
liabilities),  plus qualifying subordinated borrowings,  less certain deductions
that result from excluding assets that are not readily convertible into cash and
from  conservatively  valuing  certain other assets.  These  deductions  include
charges  that  discount  the value of firm  security  positions  to reflect  the
possibility of adverse changes in market value prior to disposition.

         The Net Capital Rule requires  notice of equity capital  withdrawals to
be provided to the SEC prior to and subsequent to withdrawals  exceeding certain
sizes. The Net Capital Rule also allows the SEC, under limited circumstances, to
restrict a broker-dealer  from withdrawing  equity capital for up to 20 business
days.

         The firm  falls  within  the  provisions  of Rule  240.15c3-1(a)(1)(ii)
promulgated  by the SEC.  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 2 percent of  aggregate  debit
balances arising from customer  transactions,  as defined. (The net capital rule
of the NYSE also  provides  that  equity  capital may not be  withdrawn  or cash
dividends  paid if  resulting  net  capital  would  be less  than 5  percent  of
aggregate  debits.)  At December  31, 1999 and 1998,  Siebert had net capital of
$15.2 million and $11.1 million,  respectively,  and net capital requirements of
$250,000 under  Regulation  240.15c3-1(a)(1)(ii).  Siebert is not subject to SEC
Rule 15c3-3 and claims  exemption  from the reserve  requirement  under  Section
15c3-3(k)(2)(ii).  The firm  maintains  net  capital  in  excess of the SEC Rule
17a-11 requirement.

Employees

         As of March 10, 2000, the Company had approximately 138 employees, five
of whom were  corporate  officers.  None of the  employees is  represented  by a
union, and the Company believes that relations with its employees are good.


                                      -8-


<PAGE>


Item 2. PROPERTIES.

         Siebert currently maintains seven retail discount brokerage offices and
will shortly open its eighth in Fort Lauderdale. Customers can visit the offices
to obtain market information,  place orders, open accounts,  deliver and receive
checks  and  securities,   and  obtain  related  customer  services  in  person.
Nevertheless, most of Siebert's activities are conducted by telephone and mail.

Siebert operates its business out of the following fifteen leased offices:


<TABLE>
<CAPTION>

                                                               Approximate           Expiration
                                                              Office Area         Date of Current          Renewal
Location                                                     in Square Feet            Lease                Terms
--------                                                     --------------            -----                -----

<S>                                                              <C>                  <C>  <C>            <C>
Corporate Headquarters, Retail and
Investment Banking Office
885 Third Ave.                                                   7,828 SF             4/30/03               None
New York, NY  10022


Retail Offices                                                   1,000 SF            12/31/00               None
9693 Wilshire Boulevard
Beverly Hills, CA  90212

4400 North Federal Highway                                       1,038 SF             2/28/02               None
Boca Raton, FL  33431

111 Pavonia Avenue
Jersey City, NJ 07310                                                                 6/30/04             Partial
                                                                 7,700 SF               to             5 year option
                                                                                      6/30/06

400 Fifth Avenue - South                                         1,008 SF             4/30/02               None
Naples, FL  33940

240A South County Road                                            770 SF             10/14/00          2 year option
Palm Beach, FL  33480

9569 Harding Avenue                                              1,150 SF         Month to month            None
Surfside, FL  33154



Investment Banking Offices
--------------------------

30 N. LaSalle Street                                             1,613 SF             8/1/02                None
Chicago, IL  60602

1845 Woodall Rodgers Freeway                                      224 SF          Month to month            None
Dallas, TX  75201

400 Renaissance Center                                           1,500 SF         Month to month            None
Detroit, MI  48243

                                                                 1,513 SF             7/29/01               None


                                      -9-


<PAGE>

                                                               Approximate           Expiration
                                                              Office Area         Date of Current          Renewal
Location                                                     in Square Feet            Lease                Terms
--------                                                     --------------            -----                -----

400 Louisiana
Houston, TX 77002

523 West 6th Street                                              1,138 SF         Month to month            None
Los Angeles, CA  90014
220 Sansome Street                                               3,250 SF         Month to month            None
San Francisco, CA  94104
601 Union
Street                                                            325 SF          Month to month            None
Seattle, WA 98101

1155 Connecticut Avenue                                           300SF           Month to month            None
Washington, DC 20036

</TABLE>

         The Company  believes that its properties are in good condition and are
suitable and adequate for the Company's business operations.

Item 3. LEGAL PROCEEDINGS

         Siebert is involved in various  routine  litigation that it believes is
customary  and  incidental to its business.  In the opinion of  management,  the
ultimate  disposition  of these  actions  will  not,  in the  aggregate,  have a
material adverse effect on its financial position or results of operations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         The Company  held its annual  meeting on  December  21,  1999.  At that
meeting, the following matters were voted on and received the votes indicated:

(1)   Election of Directors         For               Against           Withheld
                                    ---               -------           --------

Muriel F. Siebert                 22,624,612          111,690              1,019

Nicholas P. Dermigny              22,624,612          111,690              1,019

Patricia L. Francy                22,624,612          111,690              1,019

Jane H. Macon                     22,624,612          111,690              1,019

Daniel Jacobson                   22,624,612          111,690              1,019

(2)  Ratification  and approval of the selection of Richard A. Eisner & Company,
     LLP as independent auditor for 1999:

                                    For               Against
                                    ---               -------

                                  22,629,628          110,446


                                      -10-


<PAGE>

                                     PART II

Item 5. PRICE RANGE OF COMMON STOCK

         The Common Stock trades on the NASDAQ  National Market System under the
symbol  "SIEB".  The high and low sales prices of the Common  Stock  reported by
NASDAQ SmallCap Market during the following periods were:


                                                          High            Low

    First Quarter - 1998...........................     $12.06           $2.42

    Second Quarter - 1998..........................     $19.00           $7.38

    Third Quarter - 1998...........................     $13.50           $5.75

    Fourth Quarter - 1998..........................     $19.00           $5.75

    First Quarter - 1999...........................     $70.63           $8.50

    Second Quarter - 1999..........................     $58.00          $18.56

    Third Quarter - 1999...........................     $30.44          $14.50

    Fourth Quarter - 1999..........................     $22.84          $13.50

    January 1, 2000 - March 10, 2000...............     $17.00           $9.00


The closing bid price of the Common Stock on the NASDAQ National System on March
16,  2000 was $ 12.375  per share and there  were 181  holders  of record of the
Common Stock.

Dividend Policy

         The Company paid cash dividends of $.04 to its  shareholders on January
18, April 15, July 16, and October 29, 1999; and $.0225,  $.0225,  $.03 and $.03
on March 16, June 23, September 25 and December 30, 1998, respectively. On March
23, 2000,  the Company  declared a dividend of $.04 payable to  shareholders  of
record on March 31,  2000.  Ms.  Siebert,  as the  majority  shareholder  of the
Company,  waived her right to receive the  dividends  declared by the Company to
date.  The Board of  Directors  of the  Company  considers  the  declaration  of
dividends quarterly.

Subject to statutory and regulatory constraints, prevailing financial conditions
and future earnings,  the Company may pay cash dividends on its Common Stock. In
considering whether to pay such dividends, the Company's Board of Directors will
review the  earnings of the  Company,  its capital  requirements,  its  economic
forecasts  and such other  factors as are deemed  relevant.  Some portion of the
Company's  earnings  will be retained to provide  capital for the  operation and
expansion of its business.


                                      -11-


<PAGE>

Offerings of Shares

         In January  1997,  the Company  offered to "odd lot"  shareholders  the
opportunity  to round up to the closest 100 shares any holdings of an odd amount
at a price of $9.375 per share.  The offer expired March 21, 1997.  1,713 shares
were issued pursuant to the offer.

         On January 15, 1999 the Company  completed a rights offering,  in which
existing  shareholders received one right to purchase one share of the Company's
common at $7.50 for each share that they owned as of the record  date,  July 29,
1998.   Approximately   961,000  shares  were  exercised  raising  approximately
$7,000,000,  net of  expenses of  approximately  $270,000;  the balance  expired
unexercised.  The  proceeds  will be used to build up and promote the  Company's
Internet trading service and for general purposes.

         On May 28, 1999, the Company consummated the acquisition of Andrew Peck
Associates,  Inc. Under the terms of the acquisition agreement,  Peck was merged
with and into  Siebert and the separate  existence  of Peck  ceased.  All of the
common  stock of Peck  outstanding  was  converted  into  600,000  shares of the
Company's common stock.

Item 6. SELECTED FINANCIAL INFORMATION
           (In thousands except per share data)

<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                         --------------------------------------------------------------------
                                                             1999         1998         1997         1996         1995
                                                             ----         ----         ----         ----         ----
<S>                                                         <C>          <C>          <C>          <C>          <C>
Income statement data:
Total Revenues...........................................   $36,118      $30,491      $31,266      $29,665      $26,041
Net income (1) ..........................................     4,603        4,313        2,618        1,964          819

Net income per share of common stock (1)
   Basic.................................................       .20          .20          .12          .09          .04
   Diluted...............................................       .20          .19          .12          .09          .04

Weighted average shares outstanding(basic)............... 2,725,452   21,598,406   21,549,484   21,543,588   21,543,588
Weighted average shares outstanding(diluted).............23,238,100   22,241,860   21,549,484   21,543,588   21,543,588
Statement of financial condition data (at year-end):
  Total assets...........................................   $32,305      $21,494      $18,510      $15,354      $16,939
  Total liabilities excluding subordinated borrowings....    $2,851       $4,194       $5,493       $4,918       $9,456
  Subordinated borrowings to majority shareholder........      $  -       $3,000       $3,000       $3,000       $2,000
  Stockholders' equity...................................   $29,454      $14,300      $10,017       $7,446       $5,482
</TABLE>


(1) Amounts  for 1996 and 1995 give  effect to the income  taxes that would have
 been paid if the  Company did not elect to be treated as an S  Corporation  for
 those years.


                                      -12-


<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

         This  discussion  should  be read in  conjunction  with  the  Company's
audited  Consolidated  Financial  Statements  and the  Notes  thereto  contained
elsewhere in this Annual Report.

         Market  conditions  during the first four  months of 1999  reflected  a
continuation of the 1996 bull market characterized by record volume, record high
market levels and large daily swings in the market averages, while interest rate
concerns  coupled with normal  seasonal  summer  slowdown  led to lower  trading
volume in the markets overall during the second and third  quarters.  The fourth
quarter  saw a return  of the bull  market  in NASDAQ  traded  stocks  and again
brought record high volumes, record high market levels in the technology sector,
which substantially outperformed "old economy" stocks.

         Meanwhile,  competition  continued  to  intensify  among  all  types of
brokerage firms including  established  discount  brokers and new firms entering
the on-line brokerage  business.  Electronic trading continues to account for an
increasing  amount of trading activity with some firms offering very low or even
free flat rate trading  execution  fees that are difficult for any  conventional
discount firm to meet.  Some of these flat fee or free brokers,  however  impose
asset  based  charges  for  services  such as mailing,  transfers  and  handling
exchanges  which the Company does not  currently  impose,  and also direct their
executions  to captive  market  makers.  Continued  competition  could limit the
Company's growth or even lead to a decline in the Company's customer base, which
would  adversely  affect its  results of  operations.  Industry-wide  changes in
trading practices,  such as the advent of decimal pricing and the increasing use
of Electronic  Communications  Networks, are expected to put continuing pressure
on fees earned by discount  brokers for the sale of order flow while  increasing
volatility.

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

Results of Operations

All periods prior to June 30, 1999 have been restated to include the  operations
of Peck.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

         Revenues.  Total revenues for 1999 were $36.1  million,  an increase of
$5.6  million or 18.5%,  over 1998.  Commission  and fee income  increased  $8.4
million,  or 34.9%,  over the prior year to $32.5 million due to higher  trading
volume partially offset by lower commissions earned per trade resulting from the
increased lower priced electronic trading,  reductions on other related services
caused by  increased  competition  from  ultra low cost flat fee  brokers  and a
reduction  of per share  order flow fees.  The  portion  of trades  executed  on
SiebertNet  continues to  increase,  amounting  to  approximately  46% of retail
trades executed for the year ending December 31, 1999 compared to 16% for 1998.

         Investment banking revenues decreased $1.9 million,  or 59.6%, from the
prior year to $1.3 in 1998,  which included  investment-banking  revenues of SBS
for the six  months,  ended June 30,  1998.  SBS  generates  a  majority  of its
revenues in the tax-exempt underwriting area.

         Income from equity  investee  decreased  $1.1 million or 91.5% from the
prior year to $100,000 due in part to the  decreased  number of  municipal  bond
offerings as interest rates trended higher.


                                      -13-


<PAGE>

         Trading profits  declined  $249,000,  or 19.4%,  from the prior year to
$1.0 million  primarily due to reduced  income  opportunities  in the trading of
listed bond funds, the firm's principal trading activity.  Additionally, In July
1999,  management  curtailed  proprietary  trading  activity  and  invested  the
Company's capital in lower risk investments, including money market funds.

         Income from interest and dividends increased  $527,000,  or 78.7%, from
the prior year to  $1,197,000  primarily due to higher cash balances as a result
of the Company's rights offering.

         Expenses.  Total expenses for 1999 were $28.1  million,  an increase of
$5.1 million, or 22.3%, from the prior year.

         Employee  compensation and benefit costs increased  $258,000,  or 2.4%,
from the prior year to $11.2 million  primarily due to increase in the Company's
headcount,  offset in part by the  treatment  of SBS as a separate  entity  from
July, 1998.

         Clearing and floor  brokerage fees  increased  $1.9 million,  or 46.6%,
from the prior year to $5.9 million due to increased volume of tickets executed,
offset in part by lower per ticket charges. Additionally, the Company received a
refund of $1 million in connection with a renegotiated clearing agreement during
1998,  the effect of which was to decrease  clearing  and floor  brokerage  fees
during 1998.

         Advertising  and promotion  expense  increased $1.4 million,  or 69.5%,
from the prior year to $3.4 million  primarily due to increased spot  television
advertising and increased media costs.

         Communications  expense  increased  $665,000,  or 36.8%, over the prior
year, to $2.5 million  primarily  due to increased  quote usage by customers and
news services offered by the Company,  coupled with an increase in the volume of
the Company's business.

         Occupancy costs decreased  $112,000,  or 16.8%,  from the prior year to
$553,000  principally due to the treatment of SBS as a separate entity from July
1998,  partially  offset  by  a  lease  extension  option  cancellation  fee  of
approximately $33,000 paid during 1998.

         Interest expense decreased  $172,000,  or 52.6%, from the prior year to
$155,000,  primarily  due to  decreased  activity in the  Company's  proprietary
trading  accounts.  In  July  1999,  management  curtailed  proprietary  trading
activity and invest the Company's capital in lower risk  investments,  including
money market funds.

         General  and  Administrative.   General  and  administrative   expenses
increased $1.2 million,  or 37.7%, from the prior year to $4.5 million primarily
due to  merger  costs  in  connection  with  the  acquisition  of  Peck,  higher
consulting fees and the cost of outsourcing  fulfillment of an increased  number
of new account leads.

         Taxes. Provision for income taxes increased $191,000, or 6.1%, from the
prior year to $3.3  million  primarily  due to an increase in net income  before
income tax to $7.9 million in 1999 from $7.5 million in 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

         Revenues.  Total  revenues for 1998 were $30.5  million,  a decrease of
$775,000, or 2.5%, over 1997. Income from equity investee and commission and fee
income  increased as compared to the prior year partially offset by decreases in
investment banking, trading and interest and dividends revenues.  Commission and
fee income  decreased  $177,000,  or 0.7%,  to $24.1 million  despite  increased
trading  volume,  due to lower  commissions  earned per trade resulting from the
increase  of lower  priced  electronic  trading,  reductions  on  other  related
services  caused by increased  competition  from ultra low cost flat fee brokers
and a reduction of order flow fees.


                                      -14-


<PAGE>

         Investment  banking  revenues  decreased  $1.2 million or 26.6% to $3.3
million as the Company's  began  reporting its investment in, and the operations
of, SBS using the equity method of accounting in July 1998.  Prior to that time,
the  operations  of what is now SBS were  fully  consolidated  with those of the
Company. SBS generates a majority of its revenue in the tax-exempt  underwriting
area.

         Income  from  equity  investee  increased  $1.2  million as the Company
accounted for its  investment  on SBS on the equity  method  starting on July 1,
1998.

         Trading profits declined  $509,000,  or 28.4% to $1.3 million primarily
due to reduced  income  opportunities  in the trading of listed bond funds,  the
firm's principal trading activity.

         Income from  interest and dividends  decreased  $77,000,  or 10.3%,  to
$670,000  primarily due to trading  strategies,  which  generated lower dividend
income, coupled with generally lower interest rates.

         Expenses.  Total  expenses for 1998 were $23.0  million,  a decrease of
$3.6, million or 13.4%, from 1997. Communications and general and administrative
expenses increased while all other categories decreased.

         Employee compensation and benefit costs decreased $256,000 or, 2.3%, to
$10.9 million  primarily due to the  commencement  of SBS as a separate  entity,
with a  commensurate  decrease  in the  number  of  employees  on the  Company's
payroll.

         Clearing and floor brokerage fees decreased $2.4 million,  or 37.0%, to
$4.1 million primarily due to the retroactive  effect given to the Company's new
clearing agreement with its clearing broker which,  among other things,  reduced
ticket charges, execution fees and a resulted in a refund to the Company of $1.0
million.

         Advertising and promotion expense decreased $943,000, or 32.1%, to $2.0
million due to a decreased level of promotional advertising.

         Communications  expense  increased  $161,000,  or 9.8%, to $1.8 million
primarily due increased quote and news services.

         General and administrative. Occupancy costs decreased $49,000, or 6.9%,
to $665,000  principally  due to commencement of operations of SBS as a separate
entity partially offset by a lease extension option cancellation fee paid during
1998.

         Interest expense decreased  $91,000,  or 21.8%, to $327,000,  primarily
due to the  decreased use of short  positions in  proprietary  trading  activity
coupled with generally lower interest rates.

         Other general and administrative expenses remained relatively unchanged
at 3.2 million.

         Provision for income taxes  increased $1.1 million,  or 52.8%,  to $3.1
million,  primarily  due to an increase in net income  before income tax to $7.5
million in 1988, partially offset by a refund of local taxes.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

         Total revenues for 1997 were $31.3 million, an increase of $1.6 million
or 5.4% over  1996.  Investment  banking  revenues,  trading  and  interest  and
dividend revenues increased as compared to the prior year,  however,  commission
and fee income decreased.


                                      -15-


<PAGE>

         Commission  and fee  income  decreased  $1.3  million  or 4.9% to $24.2
million due to lower commissions earned per trade resulting from the increase of
lower priced  electronic  trading,  price  reductions on other related  services
caused by  increased  competition  from  ultra low cost flat fee  brokers  and a
reduction of order flow fees.

         Trading profits increased $854,000 or 90.8% to $1,795,000 primarily due
to  increased  activity in  secondary  municipal  bond  trading by the  Siebert,
Brandford,  Shank division and improved  trading  opportunities in the principal
listed bond funds trading activity.

         Interest and dividends  increased $54,000 or 7.8% to $747,000 primarily
due to trading strategies, which generated greater dividend income.

         Investment  banking  revenues  increased  $2.0 million or 77.2% to $4.5
million primarily due to a whole year of tax exempt underwriting activity by the
Siebert,  Brandford,  Shank  division in 1997.  This division  operated for only
three months of the year in 1996.

         Total expenses for 1997 were $26.6  million,  a decrease of $909,000 or
3.3% over 1996.  Both employee  compensation  and benefits and  advertising  and
promotion decreased. All other categories of costs increased.

         Employee compensation and benefit costs decreased $1.7 million or 13.4%
to $11.2  million  primarily  due to Muriel  Siebert's  compensation  reduction,
offset by a full year's worth of compensation for the Siebert,  Brandford, Shank
division  principals,  municipal  investment  banking staff and commission based
municipal trading personnel.

         Clearing and brokerage fees increased $165,000 or 2.6% to $6.4 million.
Such costs increased due to a higher volume of tickets.

         Advertising and promotion expense  decreased  $481,000 or 14.1% to $2.9
million due to decreased  branch and service  promotion;  1996 included  several
one-time expenses related to branch expansion and on-line trading.

         Communications expense increased $29,000 or 1.8% to $1.6 million as the
client base and volume  increased,  more services were offered  directly on-line
and from  activities of the  investment  banking  staff.  These  increases  were
partially offset by telephone contract price reductions.

         Occupancy costs increased $246,000 or 52.6% to $714,000 principally due
to a full  year's  worth of rent in 1997 for new retail and  investment  banking
branch offices opened during 1996.

         Interest expense increased  $127,000 or 43.6% to $418,000 primarily due
to greater use of margin  borrowings and short positions in proprietary  trading
activity.

         Other general and  administrative  expenses increased $734,000 or 29.1%
to $3.3 million  primarily due to travel and  entertainment  expenses related to
the new municipal  investment  banking staff and a range of miscellaneous  costs
associated with increased volume.

         Current and pro forma provision for income taxes increased $1.1 million
or 116% to $2.1 million while net income for 1997 was $2.6 million,  an increase
of $1.4 million or 116% over 1996, both  proportional  to a similar  increase in
pre-tax income.

Liquidity and Capital Resources

         The Company's assets are highly liquid,  consisting  generally of cash,
money market funds and securities  freely salable in the open market.  Siebert's
total assets at December 31, 1999 were $32.3  million.  As of December 31, 1999,
the Company regarded $28.3 million or 87.6% of total assets as highly liquid.


                                      -16-


<PAGE>

         Siebert is subject to the net capital requirements of the SEC, the NYSE
and other regulatory authorities. At December 31, 1999, Siebert's regulatory net
capital  was  $15.5  million,  $15.2million  in excess  of its  minimum  capital
requirement of $250,000.


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments Held For Trading Purposes:

         Through Siebert,  the Company maintains  inventories in Exchange-listed
and NASDAQ equity  securities on both a long and short basis.  The fair value of
all  securities  at December  31, 1999 was  approximately  $2.7  million in long
positions and  approximately  $50,000 in short positions.  The fair value of all
securities at December 31, 1998 was approximately $5.4 million in long positions
and approximately $567,000 in short positions. Using a hypothetical 10% increase
or decrease in prices,  the potential loss or gain in fair value,  respectively,
could be approximately $260,000 and $481,000, respectively, due to the offset of
change in fair value in long and short positions.

Financial Instruments Held For Purposes Other Than Trading:

         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.

Item 8. FINANCIAL STATEMENTS

              See financial  statements and supplementary data required pursuant
to this item beginning on page F-1 of this Report on Form 10-K.



Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS IN ACCOUNTING
         AND FINANCIAL DISCLOSURE

            None.


                                      -17-


<PAGE>

                                    PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

          This  information  is  incorporated  by reference  from the  company's
          definitive  proxy statements to be filed pursuant to regulation 14A on
          or prior to April 30, 2000.

Item 11.  EXECUTIVE COMPENSATION

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2000

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2000.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2000.

Item 14.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The exhibits  required by Item 601 of the Regulations S-K filed as part of,
     or incorporated by reference in, this report are listed in the accompanying
     Exhibit Index.

(b)  Reports on Form 8-K

     None.


                                      -18-


<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----

SIEBERT FINANCIAL CORP.

<S>                                                                                        <C>
Report of Independent Auditors                                                             F-1

Consolidated Statements of Financial Condition at December 31, 1999 and 1998               F-2

Consolidated Statements of Income for each of the years in the
   three-year period ended December 31, 1999                                               F-3

Consolidated Statements of Changes in Stockholders' Equity for each
   of the years in the three-year period ended December 31, 1999                           F-4

Consolidated Statements of Cash Flows for each of the
   years in the three-year period ended December 31, 1999                                  F-5

Notes to Consolidated Financial Statements                                                 F-6

</TABLE>


<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Siebert Financial Corp.
New York, New York


We have audited the accompanying  consolidated statements of financial condition
of Siebert  Financial  Corp. and its wholly owned  subsidiary as of December 31,
1999 and December 31, 1998, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1999.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Siebert Financial
Corp.  and its wholly owned  subsidiary as of December 31, 1999 and December 31,
1998, and the consolidated  results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1999 in conformity
with generally accepted accounting principles.


Richard A. Eisner & Company, LLP

New York, New York
February 14, 2000

                                      F-1

<PAGE>


SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                          ------------
                                                                    1999               1998
                                                                    ----               ----
ASSETS

<S>                                                       <C>                <C>
Cash and cash equivalents                                 $      22,882,000  $       6,735,000
Cash equivalents - restricted                                     1,300,000          1,300,000
Receivable from clearing broker                                   2,358,000          2,700,000
Securities owned, at market value                                 2,653,000          5,381,000
Secured demand notes receivable from stockholder                                     2,000,000
Furniture, equipment and leasehold improvements, net                729,000            675,000
Investment in and advances to affiliate                           1,097,000          1,572,000
Deferred financing costs                                                               270,000
Prepaid expenses and other assets                                 1,286,000            861,000
                                                          -----------------  -----------------

                                                          $      32,305,000  $      21,494,000
                                                          =================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value       $          50,000  $         567,000
Accounts payable and accrued liabilities                          2,801,000          3,627,000
                                                          -----------------  -----------------

                                                                  2,851,000          4,194,000
                                                          -----------------  -----------------

Commitments and contingent liabilities

Subordinated borrowings payable to stockholder                                       3,000,000
                                                                             -----------------

Stockholders' equity:
Common stock, $.01 par value;  49,000,000 shares  authorized,
   22,889,687 shares
   outstanding at December 31,1999
   and 21,604,960 at December 31, 1998                              228,000            215,000
Additional paid-in capital                                       17,582,000          6,714,000
Retained earnings                                                11,644,000          7,371,000
                                                          -----------------  -----------------

                                                                 29,454,000         14,300,000

                                                          $      32,305,000  $      21,494,000
                                                          =================  =================
</TABLE>

                 See notes to consolidated financial statements.


                                      F-2


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                                           -----------------------
                                                                  1999               1998                1997
                                                                  ----               ----                ----
<S>                                                     <C>                <C>                <C>
Revenues:
   Commissions and fees                                 $      32,452,000  $      24,059,000  $      24,236,000
   Investment banking                                           1,332,000          3,296,000          4,488,000
   Trading profits                                              1,037,000          1,286,000          1,795,000
   Income from equity investee                                    100,000          1,180,000                  -
   Interest and dividends                                       1,197,000            670,000            747,000
                                                        -----------------  -----------------  -----------------

                                                               36,118,000         30,491,000         31,266,000
                                                        -----------------  -----------------  -----------------

Expenses:
   Employee compensation and benefits                          11,183,000         10,925,000         11,181,000
   Clearing fees, including floor brokerage                     5,942,000          4,053,000          6,436,000
   Advertising and promotion                                    3,386,000          1,998,000          2,941,000
   Communications                                               2,470,000          1,805,000          1,644,000
   Occupancy                                                      553,000            665,000            714,000
   Interest                                                       155,000            327,000            418,000
   Other general and administrative                             4,492,000          3,262,000          3,257,000
                                                        -----------------  -----------------  -----------------

                                                               28,181,000         23,035,000         26,591,000
                                                        -----------------  -----------------  -----------------

Income before provision for income taxes                        7,937,000          7,456,000          4,675,000

Provision for income taxes - current                            3,334,000          3,143,000          2,057,000
                                                        -----------------  -----------------  -----------------

Net income                                              $       4,603,000  $       4,313,000  $       2,618,000
                                                        =================  =================  =================

Net income per share of common stock - basic                  $.20               $.20                $.12
Net income per share of common stock - diluted                $.20               $.19                $.12

Weighted average shares outstanding - basic                    22,725,452         21,598,406         21,549,484
Weighted average shares outstanding - diluted                  23,238,100         22,241,860         21,549,484
</TABLE>

                 See notes to consolidated financial statements.


                                      F-3


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Changes In Stockholders' Equity

<TABLE>
<CAPTION>
                                                        Common Stock
                                                        ------------
                                                    Number                       Additional
                                                      of          $.01 Par        Paid-in          Retained
                                                    Shares         Value          Capital          Earnings           Total
                                                    ------         -----          -------          --------           -----

<S>                                                <C>         <C>           <C>               <C>              <C>
Balance - January 1, 1997                          21,543,588  $   215,000   $     6,614,000   $      617,000   $    7,446,000

Net income                                                  -            -                 -        2,618,000        2,618,000

Issuance of shares in connection with
   offering, net of expenses                            6,852            -           (29,000)               -          (29,000)

Dividend on common stock ($.02 per
   share)                                                   -            -                 -          (18,000)         (18,000)
                                                -------------  -----------   ---------------   --------------   --------------

Balance - December 31, 1997                        21,550,440      215,000         6,585,000        3,217,000       10,017,000

Net income                                                  -            -                 -        4,313,000        4,313,000

Issuance of shares in connection with
   Restricted Stock Award Plan, net of
   7,200 shares forfeited                              38,000            -                 -                -                -

Non-cash compensation in connection
   with Restricted Stock Award Plan                         -            -            91,000                -           91,000

Issuance of shares in connection with
   exercise of employee stock options                  16,520            -            38,000                -           38,000

Dividends on common stock ($.12 per
   share)                                                   -            -                 -         (159,000)        (159,000)
                                                -------------  -----------   ---------------   --------------   --------------

Balance - December 31, 1998                        21,604,960      215,000         6,714,000        7,371,000       14,300,000

Net income                                                                                          4,603,000        4,603,000

Issuance of shares in connection with
   rights offering, net of expenses                   961,087       10,000         6,919,000                         6,929,000

Issuance of shares in connection
   with Restricted Stock Award Plan,
   net of 850 shares forfeited                          3,400            -                 -                -                -

Non-cash compensation in connection
   with Restricted Stock Award Plan                                                   50,000                            50,000

Issuance of shares in connection with
   exercise of employee stock options                 320,240        3,000           744,000                -          747,000

Tax benefit arising from exercise of
   employer stock options                                                          3,155,000                         3,155,000

Dividends on common stock ($.12 per
   share)                                                   -            -                 -         (330,000)        (330,000)
                                                -------------  -----------   ---------------   --------------   --------------

Balance - December 31, 1999                        22,889,687  $   228,000   $    17,582,000   $   11,644,000   $   29,454,000
                                                =============  ===========   ===============   ==============   ==============

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                 See notes to consolidated financial statements.


                                      F-4



<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                             Year Ended December 31,
                                                                                             -----------------------
                                                                                      1999             1998            1997
                                                                                      ----             ----            ----
<S>                                                                           <C>               <C>             <C>
Cash flows from operating activities:
   Net income                                                                 $     4,603,000   $   4,313,000   $   2,618,000
   Adjustments to reconcile net income to net cash provided by
      operating activities:
        Depreciation and amortization                                                 382,000         184,000         164,000
        Income from equity investee                                                  (100,000)     (1,180,000)
        Non-cash compensation                                                          50,000          91,000
        Tax benefit of employee stock options                                       3,155,000
        Changes in operating assets and liabilities:
           Net decrease in securities owned, at market value                        2,728,000       1,526,000       3,210,000
           Net change in receivable from clearing broker                              342,000        (457,000)       (976,000)
           Increase in prepaid expenses and other assets                             (182,000)       (491,000)       (181,000)
           Net increase (decrease) in securities sold, not yet
              purchased, at market value                                             (517,000)     (1,471,000)        590,000
           Increase (decrease) in accounts payable and accrued
              liabilities                                                            (747,000)         93,000         (16,000)
           Net change in advances to equity investee                                 (514,000)
                                                                              ---------------

                Net cash provided by operating activities                           9,200,000       2,608,000       5,409,000
                                                                              ---------------   -------------   -------------

Cash flows from investing activities:
   Investment in cash equivalents-restricted                                                                       (1,300,000)
   Purchase of furniture, equipment and leasehold improvements                       (318,000)       (358,000)       (205,000)
   Investment in/distributions from affiliate                                         998,000                        (392,000)
   Loans to affiliate                                                                              (4,000,000)
   Repayment of loans - affiliate                                                                   4,000,000
                                                                              ---------------   -------------

                Net cash provided by (used in) investing activities                   680,000        (358,000)     (1,897,000)
                                                                              ---------------   -------------   -------------

Cash flows from financing activities:
   Issuance of shares, net of expenses                                              6,929,000                         (29,000)
   Proceeds from exercise of options                                                  747,000          38,000
   Dividend on common stock                                                          (409,000)        (80,000)        (18,000)
   Repayment of subordinated loan - stockholder                                    (1,000,000)
                                                                              ---------------

                Net cash provided by (used in) financing activities                 6,267,000         (42,000)        (47,000)
                                                                              ---------------   -------------   -------------

Net increase in cash and cash equivalents                                          16,147,000       2,208,000       3,465,000
Cash and cash equivalents - beginning of year                                       6,735,000       4,527,000       1,062,000
                                                                              ---------------   -------------   -------------

Cash and cash equivalents - end of year                                       $    22,882,000   $   6,735,000   $   4,527,000
                                                                              ===============   =============   =============

Supplemental cash flow disclosures:
   Cash paid for:
      Interest                                                                $       155,000   $     382,000   $     405,000
      Income taxes                                                            $       566,000   $   3,522,000   $   1,796,000

Noncash investing and financing activities:
   Dividends declared                                                                           $      79,000
   Tax benefit of employee stock options                                      $     3,155,000
   Return of secured demand note receivable and concellation of
      subordinated notes payable                                              $     2,000,000


</TABLE>


                 See notes to consolidated financial statements.


                                      F-5


<PAGE>


SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]  Organization and basis of presentation:

     Siebert Financial Corp. ("Financial"), through its wholly owned subsidiary,
     Muriel  Siebert  &  Co.,  Inc.  ("Siebert"),  engages  in the  business  of
     providing  discount  brokerage  services for customers,  investment banking
     services  for  institutional  clients  and trading  securities  for its own
     account.  All  significant  intercompany  accounts  have  been  eliminated.
     Financial and Siebert collectively are referred to herein as the "Company".

     The municipal bond investment banking business was conducted by the Siebert
     Brandford  Shank division  until July 1, 1998.  Since that date it is being
     conducted by Siebert Brandford Shank & Co., LLC ("SBS"), an investee, which
     is accounted for by the equity method of accounting (see Note B).

     On May 28,  1999,  the  Company  consummated  a  merger  with  Andrew  Peck
     Associates,  Inc.  ("Peck").  Under  the terms of the  agreement,  Peck was
     merged with and into Siebert and the separate existence of Peck ceased. All
     of the common stock of Peck  outstanding  was converted into 600,000 shares
     of the Company's  common stock. The merger is accounted for as a pooling of
     interests.  Accordingly,  the  Company's  financial  statements  have  been
     restated to include the results of Peck for all periods presented.

     The following  information  presents  certain income  statement data of the
     separate companies for the periods preceding the merger:

<TABLE>
<CAPTION>
                                         January 1, 1999
                                             Through
                                           May 28, 1999
                                           (unaudited)               1998                  1997
                                           -----------               ----                  ----

<S>                                      <C>                     <C>                   <C
         Revenues:
            Company                      $ 12,929,000            $25,661,000           $25,868,000
            Peck                            2,504,000              4,830,010             5,398,000
                                         ------------            -----------           -----------

                                         $ 15,433,000            $30,491,000           $31,266,000
                                         ============            ===========           ===========

         Net income:
            Company                      $ 2,023,000             $4,313,000            $2,618,000
            Peck                                   0                      0                     0
                                         -----------             ----------            ----------

                                         $ 2,023,000             $4,313,000            $2,618,000
                                         ===========             ==========            ==========

</TABLE>

       There were no  transactions  between  the  Company  and Peck prior to the
merger.

[2]  Security transactions:

     Security transactions, commissions, revenues and expenses are recorded on a
     trade date basis.

     Siebert  clears  all its  security  transactions  through  an  unaffiliated
     clearing firm on a fully  disclosed  basis.  Accordingly,  Siebert does not
     hold funds or securities  for or owe funds or securities to its  customers.
     Those  functions  are  performed  by the  clearing  firm  which  is  highly
     capitalized.


                                      F-6


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[3]  Income taxes:

     The Company  accounts for income taxes  utilizing  the asset and  liability
     approach  requiring the  recognition of deferred tax assets and liabilities
     for the expected future tax consequences of temporary  differences  between
     the basis of assets and  liabilities for financial  reporting  purposes and
     tax purposes.  Financial  files a  consolidated  federal  income tax return
     which includes Siebert.

[4]  Furniture, equipment and leasehold improvements:

     Property and  equipment is stated at cost and  depreciation  is  calculated
     using the straight-line method over the lives of the assets, generally five
     years. Leasehold improvements are amortized over the period of the lease.

[5]  Cash equivalents:

     For purposes of reporting cash flows, cash equivalents include money market
     funds.

[6]  Advertising costs:

     Advertising costs are charged to expense as incurred.

[7]  Use of estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

[8]  Earnings per share:

     Earnings  per basic  share are  calculated  by  dividing  net income by the
     weighted average outstanding shares during the period. Earnings per diluted
     share are  calculated  by dividing  net income by the basic  shares and all
     dilutive securities, which consist of options. The treasury stock method is
     used to reflect the dilutive effect of outstanding options, which, for 1999
     and 1998  amounted to 512,648 and 643,454  additional  shares  respectively
     added to the basic  weighted  average  outstanding  shares of 22,725,452 in
     1999 and 21,598,406 in 1998. There were no dilutive securities in 1997.

[9]  Investment banking:

     Investment  banking  revenues  include  gains  and fees,  net of  syndicate
     expenses,  arising  from  underwriting  syndicates  in  which  the  Company
     participates.  Investment  banking  management  fees  are  recorded  on the
     offering date,  sales  concessions on the settlement date and  underwriting
     fees at the time the underwriting is completed and the income is reasonably
     determinable.


                                      F-7


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[10] Cash equivalents - restricted:

     Cash  equivalents - restricted  represents  cash invested in a money market
     account  which is pledged as  collateral  for a secured  demand note in the
     amount of $1,200,000 executed in favor of SBS.

[11] Accounting for stock options:

     The  Company  accounts  for stock  options in  accordance  with  Accounting
     Principles  Board Opinion No. 25 ("APB Opinion 25"),  "Accounting for Stock
     Issued to Employees" using intrinsic values with appropriate disclosures in
     conformity  with the fair values  based  method of  Statement  of Financial
     Accounting Standards No. 123 (See Note G).


NOTE B - INVESTMENT IN AFFILIATE

In March 1997,  Siebert and two  individuals  (the  "Principals")  formed SBS to
succeed to the tax-exempt  underwriting  business of the Siebert Brandford Shank
division of Siebert when regulatory requirements permitted.  The agreements with
the Principals provide that profits will be shared 51% to the Principals and 49%
to Siebert. Losses incurred in the amount of approximately $631,000 through June
30,  1998  were  recouped  by  Siebert  prior to any  profit  allocation  to the
Principals.  Siebert  invested  $392,000 as its share of the members' capital of
SBS.  Through  June 30,  1998,  Siebert  operated  the  division's  business  in
accordance with the terms of the agreements with the Principals.  Effective July
1, 1998, SBS met the regulatory requirements and commenced operations.

In 1998,  the  Company  loaned an  aggregate  of  $4,000,000  to SBS,  which was
subsequently repaid, pursuant to Temporary Subordination Agreements.

In 1999, Muriel F. Siebert, the Chairwoman of the Company, pledged shares of the
Company's  common stock to  collateralize  SBS's  obligation  under a $5,000,000
Revolving Subordinated Loan Agreement.

Summarized  financial  data of SBS as of December  31, 1999 and 1998 and for the
year ended  December  31,  1999 and the  period  July 1, 1998  (commencement  of
operations) through December 31, 1998 is as follows:

                                                          1999            1998
                                                          ----            ----

  Total assets                                    $    10,519,000  $   6,234,000
  Total liabilities including subordinated
    liabilities of  $6,200,000 and $1,200,000           9,143,000      3,685,000
  Total members' capital                                1,376,000      2,549,000
  Total revenues                                        6,535,000      4,817,000
  Net income                                              204,000      1,750,000

During 1999 and 1998,  Siebert  charged SBS $265,000 and $150,000  respectively,
for rent  and  general  and  administrative  services,  which  Siebert  believes
approximates the cost of furnishing such services.


                                      F-8


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE C - SUBORDINATED BORROWINGS AND SECURED DEMAND NOTE RECEIVABLE

The subordinated  borrowings,  which the Company settled in September 1999, were
payable to the principal  stockholder and consisted of the following at December
31, 1998:

   Secured demand note collateral agreement, 4%, due
      December 31, 2000                                     $     2,000,000
   Subordinated note, 8%, due January 31, 2000                      500,000
   Subordinated note, 8%, due October 31, 2000                      500,000
                                                            ---------------

                                                            $     3,000,000
                                                            ===============

In 1999,  Siebert  returned  $2,000,000 of secured  demand notes  receivable and
$1,000,000  in  cash  in  exchange  for  the   cancellation   of  $3,000,000  of
subordinated notes payable.

The  subordinated  borrowings  were available in computing net capital under the
Securities and Exchange Commission's (the "SEC") Uniform Net Capital Rule.

Interest paid on subordinated  borrowings was approximately $120,000 in 1999 and
approximately $160,000 in each of the years ended December 31, 1998 and 1997.


NOTE D - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Furniture, equipment and leasehold improvements consist of the following:

                                                               December 31,
                                                           1999            1998
                                                           ----            ----

   Equipment                                          $  1,077,000   $   907,000
   Leasehold improvements                                  137,000       132,000
   Furniture and fixtures                                   97,000        84,000
                                                      ------------   -----------

                                                         1,311,000     1,123,000

   Less accumulated depreciation and amortization          582,000       448,000
                                                      ------------   -----------

                                                      $    729,000   $   675,000
                                                      ============   ===========


Depreciation  and  amortization  expense for the years ended  December 31, 1999,
1998 and 1997 amounted to $264,000, $184,000 and $164,000, respectively.


                                      F-9


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE E - INCOME TAXES

Income tax expense consists of the following:

<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                                                       -----------------------
                                                                                 1999            1998             1997
                                                                                 ----            ----             ----

<S>                                                                      <C>             <C>              <C>
      Federal income tax                                                 $    2,388,000  $    2,233,000   $    1,360,000
      State and local income tax                                                946,000         910,000          697,000
                                                                         --------------  --------------   --------------

      Income tax expense                                                 $    3,334,000  $    3,143,000   $    2,057,000
                                                                         ==============  ==============   ==============


A  reconciliation  between the income tax expense and income  taxes  computed by
applying  the  statutory  Federal  income tax rate to income  before taxes is as
follows:

                                                                                       Year Ended December 31,
                                                                                       -----------------------
                                                                                 1999              1998               1997
                                                                                 ----              ----               ----

      Expected income tax provision at statutory Federal
         tax rate                                                        $      2,699,000  $      2,535,000   $      1,590,000
      State and local taxes, net of Federal tax effect                            635,000           718,000            467,000
      Effect of refund of prior years' local taxes, net of
         Federal and state tax effect                                                              (110,000)                 -
                                                                         ----------------  ----------------   ----------------

      Income tax expense                                                 $      3,334,000  $      3,143,000   $      2,057,000
                                                                         ================  ================   ================
</TABLE>

There are no significant  temporary  differences which give rise to deferred tax
assets or liabilities at December 31, 1999 and 1998.

In 1999, the Company reduced current taxes payable by $3,155,000  resulting from
the deductibility of the difference  between the exercise price of nonqualifying
stock  options  granted by the Company and the market  value of the stock on the
dates of exercise. The tax benefit was recorded as a credit to paid-in capital.


NOTE F - STOCKHOLDERS' EQUITY

Siebert is subject to the SEC'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 2 percent
of aggregate debit balances arising from customer  transactions,  as defined. At
December 31, 1999 and 1998, Siebert had net capital of approximately $15,475,000
and  $11,124,000,  respectively,  as compared with net capital  requirements  of
$250,000.  Siebert claims exemption from the reserve  requirement  under Section
15c3-3(k)(2)(ii).

In an  offering  completed  on  March  21,  1997,  the  Company  offered  to its
shareholders  with "odd lots" the  opportunity to "round up" their shares to the
next nearest 100 shares.  6,852 shares were issued with  proceeds to the Company
of approximately $16,000. Costs related to the offering approximated $45,000.

The principal  shareholder  waived her right to receive her portion of dividends
declared in 1997, 1998 and 1999.


                                      F-10


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements


NOTE F - STOCKHOLDERS' EQUITY  (CONTINUED)

On April 7,  1998 the  Company  split its stock 4 for 1. All share and per share
data  contained  herein have been  retroactively  adjusted to reflect this stock
split.

On  January  15,  1999,  the  Company  completed  a  rights  offering  in  which
shareholders  received one right to purchase one share of the  Company's  common
stock at $7.50 for each share that they owned; approximately 961,000 rights were
exercised  raising  approximately  $6,900,000  after  the  payment  of  offering
expenses of approximately $270,000.

The 1998 Restricted Stock Award Plan (the "Award Plan"),  provides for awards of
not  more  than  60,000  shares  of  the  Company's  common  stock,  subject  to
adjustments for stock splits, stock dividends and other changes in the Company's
capitalization,  to key  employees,  to be issued either  immediately  after the
award or at a future  date.  As  provided  in the  Award  Plan  and  subject  to
restrictions,  shares  awarded may not be disposed  of by the  recipients  for a
period of one year from the date of the award.  Cash dividends on shares awarded
are held by the  Company  for the  benefit of the  recipients  and are paid upon
lapse of the restrictions.

During 1998 and 1999,  respectively,  the Company awarded  employees  38,000 and
3,400 shares under the Award Plan,  net of  forfeiture  of 7,200 and 850 shares.
The shares,  which vest one year from the dates of grant,  were valued at market
value on the dates of grant and are being  charged to expense  over the  vesting
periods.  The  Company  recorded  non-cash  compensation  charges of $91,000 and
$50,000 in 1998 and 1999, respectively, relating to the shares awarded under the
Award Plan.


NOTE G - OPTIONS

In 1997,  the  shareholders  of the Company  approved the 1997 Stock Option Plan
(the  "Plan").  The Plan  authorizes  the grant of options to  purchase up to an
aggregate of 2,100,000 shares,  subject to adjustment in certain  circumstances.
Both  non-qualified  options and options intended to qualify as "Incentive Stock
Options"  under Section 422 of the Internal  Revenue  Code,  as amended,  may be
granted  under the Plan.  A Stock  Option  Committee  of the Board of  Directors
administers  the Plan. The committee has the authority to determine when options
are  granted,  the term during  which an option may be  exercised  (provided  no
option has a term  exceeding  10 years),  the  exercise  price and the  exercise
period.  The  exercise  price shall  generally  be not less than the fair market
value on the date of  grant.  No option  may be  granted  under  the Plan  after
December 2007.

In March 1997, the Company granted to non-employee directors options to purchase
120,000 shares of the Company's  common stock at an exercise price of $2.313 per
share. The options expire five years from the date of grant.

In May 1997, pursuant to the Plan, the Company granted options to certain of its
employees to purchase 799,000 shares of its common stock at an exercise price of
$2.313 per share.  In November 1997,  pursuant to the Plan, the Company  granted
options to an employee to purchase  40,000 shares of the Company's  common stock
at an exercise  price of $2.219 per share.  In February 1998 and November  1998,
the Company granted options to purchase 76,000 and 10,000 shares,  respectively,
of the Company's common stock at exercise prices of $2.688 and $6.625 per share,
respectively.  During 1999,  the Company  granted 34,500 options to employees to
purchase the Company's  common stock at exercise  prices  ranging from $17.81 to
$32.50.  All  employee  options  vest 20% per year for five years and expire ten
years from the date of grant.


                                      F-11


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE G - OPTIONS  (CONTINUED)

A summary of the Company's stock option  transactions  for the three years ended
December 31, 1999 is presented below:

<TABLE>
<CAPTION>
                                                     1999                         1998                        1997
                                                     ----                         ----                        ----
                                                          Weighted                     Weighted                    Weighted
                                                           Average                     Average                      Average
                                                          Exercise                     Exercise                    Exercise
                                             Shares         Price         Shares        Price         Shares         Price
                                             ------         -----         ------        -----         ------         -----

<S>                                            <C>         <C>              <C>         <C>            <C>           <C>
     Outstanding - beginning of year          870,800      $ 2.39          925,200      $2.31
     Granted                                   34,500      $27.33           86,000      $3.15          959,000       $2.31
     Forfeited                                (63,360)     $ 2.31         (123,880)     $2.31          (33,800)      $2.31
     Exercised                               (320,240)     $ 2.31          (16,520)     $2.31
                                          -----------                  -----------                 -----------

     Outstanding - end of year                521,700      $ 4.15          870,800      $2.39          925,200       $2.31
                                          ===========                  ===========                 ===========

     Exercisable at end of year                53,840      $ 2.69          254,560      $2.31          120,000       $2.31
                                          ===========

     Weighted average fair value
        of options granted                                 $12.13         $1.44                                      $1.18
</TABLE>


The following table  summarizes  information  related to options  outstanding at
December 31, 1999:

<TABLE>
<CAPTION>
                                                 Options Outstanding                            Options Exercisable
                                                 -------------------                            -------------------
                                                                            Weighted                         Weighted
                Range                             Weighted Average          Average                          Average
              Exercise            Number              Remaining             Exercise         Number          Exercise
               Prices           Outstanding       Contractual Life           Price         Exercisable        Price
               ------           -----------       ----------------           -----         -----------        -----

<S>            <C>                  <C>              <C>                    <C>                <C>            <C>
               $ 2.31              409,200           7.42 Years              $ 2.31
               $ 2.69               68,000           8.08 Years              $ 2.69            53,840         $2.69
               $ 6.63               10,000           8.83 Years              $ 6.63                 -           -
               $17.81                9,500           9.25 Years              $17.81                 -           -
               $24.75                5,000           9.25 Years              $24.75                 -           -
               $32.50               20,000           9.33 Years              $32.50                 -           -
                              ------------                                                -----------

           $2.31 - $32.50          521,700           7.66 Years              $ 4.15            53,840         $2.69
                              ============                                                ===========
</TABLE>

The fair  value of stock  options  is  estimated  at the  grant  date  using the
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions.

                                                  1999       1998       1997
                                                  ----       ----       ----

   Risk free interest rate                        5.11%      5.55%      6.40%
   Expected life of options in years                 3         10       9.37
   Expected dividend yield                         .47%         2%         0%
   Expected volatility                              62%        40%        25%


                                      F-12


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE G - OPTIONS  (CONTINUED)

The Company applies APB Opinion 25 and related Interpretations in accounting for
its options. Accordingly, no compensation cost has been recognized for its stock
option  grants.  The pro forma effect of applying SFAS No. 123 on net income for
the  years  ended  December  31,  1999,   1998  and  1997  is  not   necessarily
representative  of the effects on reported  net income for future  years due to,
among other  things,  (1) the vesting  period of stock  options and (2) the fair
value of additional stock options in future years.  Had  compensation  costs for
the Company's stock option grants been determined based on the fair value at the
grant dates for awards,  the  Company's  net income and earnings per share would
have reduced to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                                    -----------------------
                                                            1999              1998             1997
                                                            ----              ----             ----

<S>                                  <C>                 <C>               <C>              <C>
   Net Income                        As reported         $4,603,000        $4,313,000       $2,618,000
                                     Pro forma           $4,334,000        $4,098,000       $2,397,000

   Net Income Per Share - Basic      As reported              $.20            $.20             $.12
                                     Pro forma                $.19            $.19             $.11

   Net Income Per Share -Diluted     As reported              $.20            $.19             $.12
                                     Pro forma                $.19            $.18             $.11
</TABLE>

At December 31, 1999,  1,782,000  shares of the Company's common stock have been
reserved  for future  issuance  under the Plan,  the Award Plan and for  options
granted to directors.


NOTE H - CLEARING AGREEMENT

In 1998, Siebert signed a new agreement with its clearing broker which provides,
among other things, for reduced ticket charges and execution fees. The agreement
provided  for  retroactive  effect at the new rates and  resulted in a refund of
$1,000,000 in 1998.


NOTE I - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF
CREDIT RISK

In the normal course of business,  Siebert enters into  transactions  in various
financial  instruments  with  off-balance  sheet risk.  This risk  includes both
market and credit risk, which may be in excess of the amounts  recognized in the
statement of financial condition.

Retail customer  transactions  are cleared through  clearing  brokers on a fully
disclosed  basis.  In the event  that  customers  are  unable to  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 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 in the
event  customers  and other  counterparties  are unable to  fulfill  contractual
obligations.  Securities  transactions  entered  into as of  December  31,  1999
settled with no adverse effect on Siebert's financial condition.


                                      F-13


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES

The Company  rents office space under  long-term  operating  leases  expiring in
various periods through 2004.  These leases call for base rent plus  escalations
for taxes and operating expenses.

Future minimum base rental payments under these operating leases are as follows:

            Year Ending
            December 31,                      Amount
            ------------                      ------

           2000                           $     594,000
           2001                                 549,000
           2002                                 535,000
           2003                                 325,000
           2004                                 194,000
                                          -------------

                                          $   2,197,000

Rent  expense,   including   escalations  for  operating   costs,   amounted  to
approximately  $376,000,  $591,000 and $488,000 for the years ended December 31,
1999,  1998 and 1997,  respectively.  Rent is being  charged to expense over the
entire lease term on a straight-line basis.

Siebert is party to certain claims, suits and complaints arising in the ordinary
course of business.  In the opinion of  management,  all such claims,  suits and
complaints  are  without  merit,  or  involve  amounts  which  would  not have a
significant effect on the financial position of the Company.

Siebert sponsors a defined contribution  retirement plan under Section 401(k) of
the Internal Revenue Code that covers  substantially all employees.  Participant
contributions to the plan are voluntary and are subject to certain  limitations.
Siebert may also make discretionary  contributions to the plan. No contributions
were made by Siebert in 1999, 1998 and 1997.

Siebert  executed  a  demand  note  payable  in favor  of SBS in the  amount  of
$1,200,000  collaterized by approximately  $1,300,000 of cash equivalents  which
are reported as "cash equivalents - restricted". This obligation is not included
in the Company's  statement of financial condition because it has not been drawn
down by SBS.


NOTE K - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  amounts  reflected  in the  consolidated  statements  of financial
condition for cash, cash  equivalents,  receivable  from broker,  secured demand
notes  receivable,  accounts  payable and accrued  liabilities and  subordinated
borrowings  approximate  fair  value due to the short term  maturities  of those
instruments. Securities owned and securities sold, not yet purchased are carried
at market value,  in accordance  with industry  practice for  broker-dealers  in
securities.


                                      F-14


<PAGE>

SIEBERT FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE L - SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                               1999                                                 1998
                          First        Second        Third        Fourth        First       Second        Third        Fourth
                         Quarter      Quarter       Quarter      Quarter       Quarter      Quarter      Quarter       Quarter

<S>                    <C>          <C>           <C>          <C>           <C>          <C>          <C>           <C>
Revenues               $8,550,000   $9,255,000    $7,783,000   $10,530,000   $7,726,000   $7,957,000   $6,834,000    $7,974,000
Net income             $1,031,000   $1,369,000    $   643,000  $  1,560,000     805,000   $1,364,000   $1,075,000    $1,069,000
Earnings per share:
   Basic                  $.05         $0.06         $0.03        $0.07         $.04         $0.06        $0.05         $0.05
   Diluted                $.04         $0.06         $0.03        $0.07         $.04         $0.06        $0.05         $0.05
</TABLE>


                                      F-15

<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  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
                                                        Chair and President

                                                  Date:  March 28, 2000


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

        Name                         Title                           Date
        ----                         -----                           ----

/s/ Muriel F. Siebert
-----------------------                                          March 28, 2000
Muriel F. Siebert          Chair, President and Director
                           (principal executive officer)

/s/ Nicholas P. Dermigny
-------------------------                                         March 28, 2000
Nicholas P. Dermigny       Executive Vice President,
                           Chief Operating Officer and
                           Director


/s/ Mitchell M. Cohen                                             March 28, 2000
------------------------
Mitchell M. Cohen          Chief Financial Officer
                           and Assistant Secretary
                           (principal financial and
                           accounting officer)



/s/ Patricia L. Francy                                            March 28, 2000
----------------------
Patricia L. Francy         Director



/s/ Jane H. Macon                                                 March 28, 2000
----------------------
Jane H. Macon              Director



/s/ Daniel Jacobson                                               March 28, 2000
---------------------
Daniel Jacobson            Director

<PAGE>

                      SIEBERT FINANICIAL CORP. & SUBSIDIARY


                                  EXHIBIT INDEX


Exhibit
Number                     Description of Exhibit
------                     ----------------------

2.1       Plan and Agreement of Merger  between J.  Michaels,  Inc.  ("JMI") and
          Muriel Siebert  Capital  Markets Group,  Inc.  ("MSCMG"),  dated as of
          April 24, 1996  ("Merger  Agreement")  (incorporated  by  reference to
          Siebert Financial Corp.'s Form 10-K for the fiscal year ended December
          31, 1996)

2.2       Amendment  No.  1 to  Merger  Agreement,  dated  as of June  28,  1996
          (incorporated by reference to Siebert  Financial Corp.'s Form 10-K for
          the fiscal year ended December 31, 1996)

2.3       Amendment  No. 2 to Merger  Agreement,  dated as of September 30, 1996
          (incorporated by reference to Siebert  Financial Corp.'s Form 10-K for
          the fiscal year ended December 31, 1996)

2.4       Amendment  No. 3 to Merger  Agreement,  dated as of  November  7, 1996
          (incorporated by reference to Siebert  Financial Corp.'s Form 10-K for
          the fiscal year ended December 31, 1996)

3.1       Certificate of  Incorporation  of Siebert  Financial  Corp.,  formerly
          known as J.  Michaels,  Inc.  originally  filed on April 9,  1934,  as
          amended and  restated to date  (incorporated  by  reference to Siebert
          Financial  Corp.'s  Form 10-K for the fiscal year ended  December  31,
          1997)

3.2       By-laws of Siebert  Financial  Corp.  (incorporated  by  reference  to
          Siebert Financial Corp.'s Registration Statement on Form S-1 (File No.
          333-49843) filed with the Securities and Exchange  Commission on April
          10, 1998)

10.1      Siebert Financial Corp. 1998 Restricted Stock Award Plan (incorporated
          by  reference  to Siebert  Financial  Corp.'s Form 10-K for the fiscal
          year ended December 31, 1997)

10.2      10(a) Siebert Financial Corp. 1997 Stock Option Plan  (incorporated by
          reference to Siebert  Financial  Corp.'s Form 10-K for the fiscal year
          ended December 31, 1996)

10.4      LLC Operating Agreement,  among Siebert,  Brandford, Shank & Co., LLC,
          Muriel  Siebert & Co.,  Inc.,  Napoleon  Brandford  III and Suzanne F.
          Shank,  dated as of March  10,  1997  (incorporated  by  reference  to
          Siebert Financial Corp.'s Form 10-K for the fiscal year ended December
          31, 1996)

10.5      Services Agreement,  between Siebert,  Brandford, Shank & Co., LLC and
          Muriel Siebert & Co., Inc.,  dated as of March 10, 1997  (incorporated
          by  reference  to Siebert  Financial  Corp.'s Form 10-K for the fiscal
          year ended December 31, 1996)

10.6      Siebert Financial Corp. 1998 Restricted Stock Award Plan (incorporated
          by  reference  to Siebert  Financial  Corp.'s Form 10-K for the fiscal
          year ended December 31, 1997)

10.7      Stock Option Agreement,  dated March 11, 1997, between the Company and
          Patricia L. Francy  (incorporated  by reference  to Siebert  Financial
          Corp.'s Registration  Statement on Form S-8 (File No. 333-72939) filed
          with the Securities and Exchange Commission on February 25, 1999)

10.8      Stock Option Agreement,  dated March 11, 1997, between the Company and
          Jane H. Macon  (incorporated by reference to Siebert Financial Corp.'s
          Registration Statement on Form S-8 (File No. 333-72939) filed with the
          Securities and Exchange Commission on February 25, 1999)


<PAGE>


10.9      Stock Option Agreement,  dated March 11, 1997, between the Company and
          Monte E.  Wetzler  (incorporated  by  reference  to Siebert  Financial
          Corp.'s Registration  Statement on Form S-8 (File No. 333-72939) filed
          with the Securities and Exchange Commission on February 25, 1999)

21        Subsidiaries of the registrant  (incorporated  by reference to Siebert
          Financial  Corp.'s  Registration  Statement  on  Form  S-1  (File  No.
          333-49843) filed with the Securities and Exchange  Commission on April
          10, 1998)

23        Consent of Independent Auditors

27        Financial Data Schedule