SecProbe.io

September 7, 2018
Andrew H. Reich
Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, New York 10005
Re:Siebert Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 13, 2018
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Filed August 13, 2018
File No. 000-05703
Dear Mr. Reich:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Notes to Consolidated Financial Statements
Note E - Income Taxes, page F-11
1.Please tell us and revise your future filings to discuss in detail how the adoption of the Tax
Cuts and Jobs Act impacted your current and future financial results and your financial
position at December 31, 2017.  Refer to ASC 740-10-50-9(g) for guidance.
Note A - Business Order, page F-8
2.You disclose that you accounted for the StockCross acquisition as an entity under
common control, pursuant to ASC 805-50 and that the acquisition did not change the

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 September 7, 2018 Page 2
 FirstName LastNameAndrew H. Reich
Siebert Financial Corp.
September 7, 2018
Page 2
composition of Muriel Siebert & Co, Inc., a wholly owned subsidiary of the company, as a
reporting entity.  Please tell us in detail how you considered whether the acquisition
resulted in a change in reporting entity of Siebert Financial Corp. considering the
guidance in ASC 250.  If you believe the transaction resulted in a change in reporting
entity, please tell us how you concluded that the consolidated financial statements are
presented in accordance with the guidance in ASC 805-50-45, or revise as appropriate.
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Financial Statements
Note 7. Provision for Income Taxes, page 9
3.We note your disclosure that due to cumulative previous losses incurred by the Company,
the Company is unable to conclude it is more likely than not to realize its deferred tax
asset in excess of the deferred tax liability and accordingly, the Company has recorded a
full valuation allowance as of December 31, 2017 and June 30, 2018.  We also note you
have recorded net income for fiscal year ended December 31, 2017 and subsequent
quarterly periods ended March 31, 2018 and June 30, 2018.  Please ensure you consider
all available evidence, both positive and negative, to determine whether, based on the
weight of that evidence, a valuation allowance for deferred tax assets is needed.  Refer to
ASC 740-10-30-16 through 30-25 for guidance.  Additionally, please revise future
filings to discuss the factors that impact your estimates and judgment regarding the
realizability of your deferred tax asset and the measurement of your valuation allowance.
Refer to ASC 740-10-50-21 for guidance.
Item 4. Controls and Procedures, page 13
4.In your December 31, 2017 Form 10-K, you disclosed on page 25 that your disclosure
controls and procedures were ineffective based on material weaknesses in internal control
over financial reporting relating to (i) your lack of sufficient qualified financial reporting
and accounting personnel with an appropriate level of expertise to properly address
complex accounting issues under generally accepted accounting principles (GAAP) and to
prepare and review your consolidated financial statements and related disclosures to fulfill
GAAP and SEC financial reporting requirements; and (ii) failure to utilize a disclosure
checklist to ensure that all relevant and required GAAP disclosures are properly included
in the financial statements.  We also note your disclosure on page 26 related to your
remediation efforts. Given your disclosure in both your 2018 Forms 10-Q that there were
no material changes in your internal controls over financial reporting and that you were in
the process of developing a remediation plan under the supervision of the Audit
Committee and Board of Directors to improve the effectiveness of your controls, please
tell us and revise to disclose in detail the basis for your officers' conclusions that the
company's disclosure controls and procedures were effective as of the end of each of the
interim reporting periods ended March 31, 2018 and June 30, 2018.

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 September 7, 2018 Page 3
 FirstName LastName
Andrew H. Reich
Siebert Financial Corp.
September 7, 2018
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
             You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services