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120 Wall Street | 25th Floor | New York, NY 10005

Tel: (212) 644-2434 | Fax: (212) 838-0647 | www.SiebertNet.com

October 8, 2018

To: United States

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Financial Services

Washington, D.C. 20549

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 SEC:

Outlined below is our response to your above inquiry dated September 7, 2018. As per my conversation with John Pitz, the time frame of our response includes a ten-day extension.

Sincerely,

Andrew Reich

Chief Financial Officer

Siebert Financial Corp.

120 Wall Street

New York, New York 10005

Page 1 of 12

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.

The Company’s Response:

The Company considered the effects of the Tax Cuts and Jobs Act (the Act) under the guidance referred to above and ASC 740-270-25-5 as follows:

US Corporate Tax Rates

The statutory federal income rates in effect of 34% at December 31, 2017 and 21% in subsequent periods were utilized to calculate the income tax provision. This provision will result in lower income tax expense subsequent to 2018.

Net Operating Loss Carry Overs

The Act applies an 80% limitation to losses arising after 2017 and does not allow a loss to be carried back. The Company has no losses available for carry back claims and currently has no losses subject to this limitation.

Adjustment of Deferred Tax Asset

The Company revalued deferred tax assets under provisions of the Act. The value of the deferred tax assets decreased from $10.4 million at December 31, 2017 to $7.2 million at June 30, 2018 primarily due to lower income tax rates. In each of the two subsequent reporting periods in 2018, the Company evaluated its deferred asset tax position and maintained a full valuation allowance.

Business Related Exclusions and Deductions

The Company evaluates business related exclusions and deductions and temporary or permanent differences on an ongoing basis including revisions in entertainment expenses deductible for income tax purposes under the Act. These considerations are included in the provision for income taxes.

The Company will revise its future filings to reflect the foregoing.

Page 2 of 12

“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 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.”

Response:

Siebert Financial Corp. management (“Management”), in consultation with Marks Paneth LLP (“Consultant”) and discussion with the Division of Corporation Finance on February 26, 2018, performed the following steps to determine that the appropriate accounting and disclosures for the Transaction:

Management Analysis

Parties:

StockCross Financial Services, INC. (“SFS” or “Seller”),

Muriel Siebert & Co., INC. (“MSCO”),

Siebert Financial CORP., (“Parent” or “SFC”)

The entities above collectively (“Parties”)

Gloria Gebbia (“Gloria”)

Richard S Gebbia (“Richard”)

Page 3 of 12

Background Facts:

The Parties signed a sale agreement (“Transaction”), dated June 26, 2017, which stated that the Seller will sell, transfer, assign, convey and deliver to MSCO, and MSCO will acquire from Seller all of Seller’s right, title and interest in and to the certain assets, properties and rights of Seller as the same existing as of the close of business on the Closing Date, free and clear of all Liens.

The management of Muriel Siebert & Co., INC. (“Management”) performed the analysis to identify the appropriate treatment for the transaction.

Management used the following as basis for their assessment:

ASC 805-50. “Transactions between Entities under Common Control.”

FASB ASC 805 does not include a definition of the term "common control" that can be used in determining whether transactions are between commonly controlled entities.

The ownership structure and management of StockCross Financial Services, INC.

The ownership structure and management of Muriel Siebert & Co., INC.

The ownership structure and management of Siebert Financial CORP.,

The SEC intention as it relates to “1997 Twenty-Fifth Annual National Conference on Current SEC Developments” on December 9, 1997, Remarks by Donna L. Coallier

The definition as represented in SEC website Section 6710(a) (ee) “The term “common control” means the same natural person or entity controls two or more entities.  www.sec.gov/rules/sro/finra/2014/34-73762-ex5.pdf

Page 4 of 12

Ownership and Control Analysis

Below are the main ownership interests.  As reflected, each of them owns 26% of SFS, with Richard S Gebbia being the head of management.

David J Gebbia

26.01

%

1,600,000.00

John M Gebbia

26.01

%

1,600,000.00

Richard S Gebbia

26.01

%

1,600,000.00

The parties listed above are also known as the Gebbia Brothers.

As for Gloria, her ownership is represented below:

Gloria Gebbia

5.69

%

350,000.00

The parties listed above are collectively (the “Gebbia Family”)

Below are the main ownership interests of SFC, with Andrew Reich as the head of management:

Name

Class A Units

Common shares

%

Gloria E. Gebbia

1,100.00

4,900.00

5,390,000

49.00

%

2,606,337

9.60

%

Kennedy Cabot Acquisition

14,987,283

55.19

%

Richard Gebbia

1,100.00

1,000.00

1,100,000

10.00

%

1,808,425

6.66

%

Page 5 of 12

Analysis

FASB ASC 805 does not include a definition of the term "common control" that can be used in determining whether transactions are between commonly controlled entities. With that said, FASB ASC 805-50-15-6 does provide the following examples of the types of transactions that qualify as common control transactions:

·

An entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.

·

A parent transfers the net assets of a wholly owned subsidiary into the parent and liquidates the subsidiary. That transaction is a change in legal organization but not a change in the reporting entity.

·

A parent transfers its controlling interest in several partially owned subsidiaries into a new wholly owned subsidiary. That transaction also is a change in legal organization but not a change in the reporting entity.

·

A parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the less-than-wholly owned subsidiary of the parent, thereby increasing the percentage of ownership of the parent in the less-than-wholly owned subsidiary but leaving all of the existing noncontrolling interests outstanding.

·

A less-than-wholly owned subsidiary of the parent issues its shares in exchange for shares of another subsidiary previously owned by the same parent, and the noncontrolling shareholders are not party to the exchange. This type of transaction is not a business combination from the perspective of the parent.

·

A limited liability company is formed by combining entities under common control.

Per the SEC “1997 Twenty-Fifth Annual National Conference on Current SEC Developments” on December 9, 1997, Remarks by Donna L. Coallier, it is Management’s understanding that the term “family members” was used with the intention that it meant the parents and minors or children that do not have the ability and the capability to identify and pursue their own best interest.

A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. While no consensus was reached on that issue, the SEC staff believes that common control exists between (or among) separate entities when immediate family members hold more than 50 percent of the voting ownership interest of each entity (with no evidence that those family members will vote their shares in any way other than in concert).

Management noted:

The Gebbia Family owns the majority shares of SFS

In December 2016, the Gebbia Family acquired the majority shares of SFC

Management has no evidence that Gebbia Family members will vote their shares in any way other than in concert

Management noted that the Gebbia Family transferred certain assets from SFS as detailed in the Transaction to SFC (which is owned 100% by MSCO), and in return SFS received shares in MSCO.

Page 6 of 12

A change in reporting entity requires retrospective presentation as of the date common control existed, while no change in the reporting entity allows for prospective presentation. A change in reporting entity is typically defined as when a reporting entity now must present consolidated or combined financial statements in place of financial statements of individual entities; or when there is a change of specific subsidiaries that make up a group of entities for which consolidated financial statements are presented; or changing the entities included in combined financial statements. None of these situations apply to the Transaction as there is no new legal entity and the presentation of entities remains the same.

Management evaluated the Transaction to determine if it resulted in a change in the reporting entity as described in ASC 250-10:

Did the Transaction cause a change in the presentation (Consolidation or Combination) between SFC and SFS? The answer is no.

Did the Transaction cause a change in SFC reporting as part of MSCO? The answer is no.

The group of assets transferred from SFS to SFC are similar to assets held by SFC.

Consideration was also given to whether or not the assets transferred were of a similar nature to those held by MSCO at the time of the transfer, or if they were different, which could possibly result in a change in MSCO. Significantly, Management considered that there was no change in the reporting entity because the assets transferred/acquired were substantially the same as those used in the current business, and it is merely add-on of additional customers.

Based on the ASC 250-10 criteria not met, the Transaction did not result in a change in reporting entity.

Based on the analysis listed above, it is Management’s position that

The Transaction meets the threshold of a transaction between entities under common control. The Transaction did not result in a change in the reporting entity. As the transfer of net assets and related operations did not change the composition of MSCO as a reporting entity, retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control was not required. Accordingly, the net assets transferred, and related operations were presented prospectively as of the closing date of the transaction.

Accordingly, the Company’s consolidated financial results includes the financial results of SFS assets acquired as part of the Transaction prospectively, as of the date of the transfer. It is Management’s conclusion that the consolidated financial statements are presented in accordance with the guidance in ASC 805-50-45.

Page 7 of 12

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 reliability of your deferred tax asset and the measurement of your valuation allowance. Refer to ASC 740-10-50-21 for guidance.

The Company’s Response:

As noted in Note E of the 2017 Form 10-K, the Company established a $10.4 million valuation allowance against the deferred tax asset. In each of the two subsequent reporting periods in 2018, the Company evaluated its deferred asset tax position and maintained a full valuation allowance.

In evaluating the allowance at December 31, 2017 and the two subsequent reporting periods, the Company fully evaluated the positive and negative evidence in determining both the need for and the size of the valuation allowance. The analysis for both year end and the two subsequent reporting periods was similar in nature, with values and projections updated to reflect actual results and new information as they arose. The discussion that follows summarizes the evaluation done at each reporting period and addresses the reasons why the Company believes that it is unable to conclude that it is “more likely than not” that future earnings will be sufficient to realize the remaining deferred tax assets. As required by ASC 740-10-30-21, the Company evaluated both positive and negative evidence in terms of the following potential sources in determining the amount of the valuation allowance:

Future reversals of existing taxable temporary differences

The Company reviewed the reversal of existing taxable temporary differences and has not identified any such differences that will reverse in periods beyond the 20-year carry forward period (or the indefinite period under the Tax Act). Given the Company’s operating income, capital and liquidity levels and the stabilization of its capital position at December 31, 2017, March 31, 2018 and June 30, 2018, the Company is operating as a “going concern” with a relatively small chance of outright failure. As such, the Company believes that these factors and others indicate that positive evidence regarding the ability to reverse its existing taxable temporary differences outweighs the negative evidence. Existing taxable temporary differences (including tax loss carry forwards) totaled $23.3 million of the gross deferred tax asset at December 31, 2017, March 31, 2018 and June 30, 2018.

Page 8 of 12

Future taxable income exclusive of reversing temporary differences and carry forwards

The Company developed an estimate of future earnings and taxable income for the period between 2018 and 2020 when it established its original valuation allowance on December 31, 2017 and has updated it in subsequent quarters. In developing the estimates of future earnings, several primary assumptions were used, and the results were probability weighted and averaged together to assist in determining both the need for a valuation allowance and the size of the allowance. In conducting this analysis each quarter, Management assumed economic conditions would continue to be favorable in 2018. These assumptions were in line with both national and regional economic forecasts.